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Strategic wealth management for entrepreneurs and business owners Volume 6 | Post-exit considerations Wealth and Investment Management What are some of the considerations that an entrepreneur should bear in mind when establishing a post-exit advisory team? pg. 6 How does Barclays’ approach to wealth management apply to business owners and entrepreneurs? pg. 10 What are some of the primary attributes of an entrepreneur’s balance sheet as they relate to the “post-exit phase” of a company’s strategic life cycle? pg. 13 How can philanthropy serve as an integral component of post-exit wealth management planning? pg. 18 What are some of the common planning pitfalls that a post-exit entrepreneur should be wary of? pg. 21 How can the results of the Barclays Financial Personality Assessment™ assist post-exit entrepreneurs who establish trust vehicles to structure their wealth? pg. 28 What are the key “next steps” that a post-exit entrepreneur should consider at this juncture? pg. 34 Contents Introduction..................................................................................................................... 2 About this volume.......................................................................................................... 4 Step 1: Select a post-exit advisory team................................................................... 5 Key questions to consider when assembling a post-exit advisory team....................................... 6 Step 2: Adopt a structured approach to wealth management............................. 9 Key questions to consider when adopting a structured approach to wealth management......... 10 Step 3: Understand your wealth................................................................................ 11 Key questions to consider..................................................................................................................... 12 Step 4: Organize your wealth..................................................................................... 14 Key questions to consider..................................................................................................................... 15 Step 5: Understand your risk tolerance................................................................... 24 Key questions to consider.....................................................................................................................25 Step 6: Understand your financial personality....................................................... 27 Key questions to consider.....................................................................................................................28 Step 7: Invest your wealth .........................................................................................30 Key questions to consider.....................................................................................................................31 Step 8: Consider “next steps”.................................................................................... 33 Key questions to contemplate when evaluating “next steps”........................................................34 Conclusion.....................................................................................................................36 “Entrepreneurship is living a few years of your life like most people won’t, so that you can spend the rest of your life living like most people can’t …” Anonymous “Entrepreneurship is living a few years of your life like most people won’t, so that you can spend the rest of your life living like most people can’t …” – Anonymous Perspective – one journey completed … another journey begun For the vast majority of business owners, the “post-exit” phase of their company’s strategic life cycle represents the culmination of many years of personal sacrifice, intellectual resolve and emotional fortitude.1 Ironically, however, having scaled the summit of entrepreneurial success, many of these individuals subsequently find themselves confronted with a novel (and, for some, disquieting) chapter of their wealth management journey – the transition from “entrepreneur” to “investor”. Challenge and opportunity – a differentiated proposition This publication – Strategic wealth management for entrepreneurs and business owners (Volume 6: Post-Exit considerations) – provides former business owners with the insight to help craft a tailored wealth management plan that responds to their unique needs and goals. By doing so, we hope that those individuals who once dedicated their passion and energy to the establishment of a thriving business can redirect their focus toward the strategic investment of the wealth derived from its disposition. Holistic wealth management – the Barclays approach At Barclays, we seek to ensure that entrepreneurs can fulfill their aspirations – investment-focused or otherwise – in a manner that is thoughtful, creative and balanced. Ultimately, we acknowledge the effort that you – our clients – have made in creating your wealth. We seek to work alongside you and your families to preserve and help grow that wealth. Christopher Johnson Head of Wealth Advisory and Strategic Solutions, Americas 1. Despite the fact that much of this struggle may stem from the challenges associated with failure, entrepreneurs seem almost uniquely adept at overcoming such obstacles and reformulating their setbacks into catalysts for eventual success. Many of these individuals seem to feel as Truman Capote did when he observed that, “Failure is the condiment that gives success its flavor.” For additional insights into entrepreneurs and their mindset in this regard, refer to the Barclays publication entitled, Wealth Insights – If at First You Don’t Succeed…Mapping Global Attitudes to Adversity. Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 2 Six-volume series: Strategic wealth management for entrepreneurs and business owners Strategic wealth management for entrepreneurs and business owners Strategic wealth management for entrepreneurs and business owners Strategic wealth management for entrepreneurs and business owners Volume 1 | Forming a business Volume 2 | Growing a business Volume 3 | Transitioning the business to family members Wealth and Investment Management Wealth and Investment Management Wealth and Investment Management Strategic wealth management for entrepreneurs and business owners Strategic wealth management for entrepreneurs and business owners Strategic wealth management for entrepreneurs and business owners Volume 4 | Pre-IPO planning Volume 5 | Pre-Sale planning Volume 6 | Post-Exit considerations Wealth and Investment Management Wealth and Investment Management Wealth and Investment Management Neither Barclays in the US nor its Wealth and Investment Management employees in the US render tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances. 3 About this volume The “post-exit” phase of business ownership is defined as the point in time immediately following an entrepreneur’s disposition of his or her company. In most instances, this exit will occur by one of three methods, including: >> A transfer of the business to family members2 >> An Initial Public Offering3 >> A sale of the company4 Figure 1: Strategic life cycle of business ownership What do I need to consider as I form my business? What do I need to consider as I grow my business? VOLUME 1 VOLUME 2 Formation phase Growth phase What do I need to consider as I transition my business? VOLUME 3 What do I need to consider after exiting my business? Transitioning to family members VOLUME 6 Post-Exit considerations or VOLUME 4 Pre-IPO planning or VOLUME 5 Pre-Sale planning From a wealth management perspective, the post-exit phase provides former business owners with the opportunity to review their existing wealth management methodologies, realign their tax, trust and estate plans, and rebalance their investment portfolios in order to more accurately reflect their current circumstances. In order to accomplish these tasks, entrepreneurs should systematically seek to: >> Assemble a post-exit advisory team >> Adopt a >> Understand structured approach to wealth management their wealth >> Organize their wealth >> Understand their risk tolerance >> Understand their financial personality >> Invest their wealth Each of these will be addressed in turn. 2. For additional details regarding this phase of a company’s life cycle, refer to Strategic wealth management for entrepreneurs and business owners (Volume 3: Transitioning the business to family members). 3. For additional details regarding this phase of a company’s life cycle, refer to Strategic wealth management for entrepreneurs and business owners (Volume 4: Pre-IPO planning). 4. For additional details regarding this phase of a company’s life cycle, refer to Strategic wealth management for entrepreneurs and business owners (Volume 5: Pre-Sale planning). Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 4 Step 1 Select a post-exit advisory team 5 Q: What is a post-exit advisory team? A post-exit advisory team is an assortment of advisors whose professional acumen will provide former business owners with the breadth of expertise required to envision, establish and maintain their post-exit wealth management plans. Q: What are some of the considerations that an entrepreneur should bear in mind when establishing a post-exit advisory team? In some instances, an entrepreneur will have worked with a group of advisors over the course of months or years as the business has matured. Following the disposition of the business, it is essential that an open dialogue exists to address the fact that new advisors may need to be added to the team as the situation warrants. In this regard, headwinds can arise when advisors lack the necessary expertise to undertake planning in a particular area but are reluctant (or unaware of the need) to seek the assistance of other experts. Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 6 At this point in time, entrepreneurs will have divested themselves of their (primary) commercial ventures and will normally have begun to shift their focus to issues concerning personal planning and investment management. This reprioritization will be reflected in the changing composition of their advisory teams. In this regard, the following professionals will normally serve as key consultants: The Certified Public Accountant (“CPA”) The Trust & Estate Attorney (“T&E Attorney”) The post-exit phase of a business owner’s relationship with At this juncture, Trust & Estate Attorneys are tasked his or her CPA is normally characterized by a reorientation with revisiting, reviewing and redrafting those aspects in focus – one that shifts away from the compliance, of a client’s estate plan that require attention following bookkeeping and financial supervision of a company’s the disposition of the company. In the event that a T&E well-being and toward the financial oversight of the former Attorney was engaged early-on during the life cycle of the owner’s current wealth management structure (assuming business, significant income, estate and gift tax savings that the existing accountant is suited to those tasks). may already have been realized. However, even if this is not the case, there will normally still be several mechanisms The Corporate Trustee by which a client can effectively plan for the orderly and In many instances, the utilization of a Corporate Trustee efficient disposition of his or her estate. will provide the benefits normally afforded by trust structures (e.g., tax minimization, estate planning, creditor The Trustee protection) in addition to those specifically attributable Trustees are those individuals who oversee property held in to a Corporate Trustee (e.g., objectivity, continuity and trust for the well-being of beneficiaries (e.g., the family and professional oversight). children of a former entrepreneur). The Insurance Agents The Wealth Advisor A former business owner will normally require a broad range Ideally, the credentials of a Wealth Advisor will include an of insurance coverage (although the nature and the amount attorney with extensive professional experience within the of the coverage may vary from what was in effect during realms of tax, trust and estate planning. His or her role is the existence of the business). Insurance Agents can to facilitate the organization of a client’s wealth – thereby provide valuable guidance in this regard. helping to ensure that an individual’s asset allocation derives logically from his or her asset location (i.e., the various entities The Investment Representative (“IR”) and other structures within which wealth is held). Investment Representatives work with clients in order to assist them in understanding, organizing and – ultimately – investing their wealth. During the post-exit phase of entrepreneurialism, Investment Representatives ascend to a vital role within the hierarchy of service providers – that of a “trusted advisor”. Neither Barclays or its affiliated companies sell or solicit insurance. You should consult with your licensed insurance agent for further information on insurance products or services. Neither Barclays in the US nor its Wealth and Investment Management employees in the US render tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances. 7 Figure 2: Business owners should leverage a core advisory team to resolve key business issues Engage in philanthropy Trust & Estate Attorney Corporate Trustee Adopt a structured approach to wealth management Trustee Develop a tailored investment portfolio Post-exit phase business owner Wealth Advisor Investment Representative Accountant Insurance Agents Optimize your insurance coverage Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 8 Step 2 Adopt a structured approach to wealth management 9 Having assembled a post-exit advisory team in order to provide key professional services, an individual must subsequently seek to adopt a wealth management methodology that facilitates the creation of a tailored investment plan. Figure 3: Our unique approach to managing your wealth Understanding your wealth Organizing your wealth Understanding your risk tolerance Understanding your financial personality Investing your wealth Consult with your Investment Representative: For additional information regarding Barclays’ approach to holistic wealth management, request a copy of the publication Managing Your Wealth with Barclays. Q: How does Barclays’ approach to wealth management apply to business owners and entrepreneurs? Although Barclays’ wealth management methodology may be suitable for all individuals (i.e., regardless of entrepreneurial disposition), there are particular attributes of the approach that are especially relevant for entrepreneurs. These characteristics are discussed in the following sections of this document. Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 10 Step 3 Understand your wealth 11 Q: How does the concept of “understanding your wealth” find unique application to entrepreneurs? The concept of “understanding your wealth” serves as a tacit acknowledgment of the fact that an individual’s wealth consists of more than merely his or her investment portfolio. Indeed, as it encompasses the sum of one’s assets (and liabilities), a holistic approach to wealth management will only be relevant if it articulates how best to align a client’s goals with his or her personal holdings, investment portfolio, and business investments. As illustrated in the figure below, an entrepreneur’s understanding of his or her wealth will also evolve over time in order to reflect the individual’s passage through three key phases of optimal wealth alignment. These phases consist of: >> The establishment phase >> The growth phase >> The post-exit phase Figure 4: Elements of a business owner’s balance sheet over time Establishment phase Growth phase NPV of entrepreneurial acumen NPV of entrepreneurial acumen Personal holdings Investment Business and portfolio opportunistic investment Post-exit phase Personal holdings Investment Business and portfolio opportunistic investment Personal holdings Investment Business and portfolio opportunistic investment For illustrative purposes only. Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 12 Q: What are the primary attributes of an entrepreneur’s balance sheet as they relate to the “establishment phase” of a company’s strategic life cycle? In the first phase (i.e., the establishment phase) of entrepreneurial wealth alignment, the business emerges from its nascent, formative stages of growth. At this point in time, the entrepreneur’s balance sheet may consist of relatively meager personal and investment holdings (as individual assets may have been largely reallocated to fund the launch of the business venture). What is important to acknowledge at this juncture in the company’s strategic life cycle is that business and opportunistic investments – while arguably modest from a tangible perspective – represent a vast reservoir of potential wealth that may be realized as the business matures and gains traction.5 Consult with your Investment Representative: For additional details regarding this period of the company’s life cycle please refer to the first volume in this series: Strategic wealth management for entrepreneurs and business owners (Volume 1: Forming a business). Q: What are the primary attributes of an entrepreneur’s balance sheet as they relate to the “growth phase” of a company’s strategic life cycle? During the second phase (i.e., the growth phase) of the business, the fluidity of the entrepreneur’s balance sheet begins to manifest itself as the company embarks upon its growth trajectory and becomes profitable. Although the upper limits of the venture’s long-term success remain unclear at this time, a portion of the company’s “potential success” is harnessed and manifests itself as tangible success. In tandem with this accomplishment, the entrepreneur’s personal holdings and investment portfolio may also display growth (although not always at the same pace as his or her business and opportunistic investments). Consult with your Investment Representative: For additional details regarding this period of the company’s life cycle, please refer to the second volume in this series – Strategic wealth management for entrepreneurs and business owners (Volume 2: Growing a business). Q: What are the primary attributes of an entrepreneur’s balance sheet as they relate to the “post-exit phase” of a company’s strategic life cycle? Following a divestment of the business (either by transfer to family members, IPO, or sale), the elements of an entrepreneur’s balance sheet again shift. This latter phase of the life cycle is often characterized by diminished business and opportunistic investments (as the business venture is no longer a component of the entrepreneur’s balance sheet). Rather, the monetization of the entrepreneurial endeavor is now complete. Generally, the bulk of the resultant wealth is redeployed to a tailored investment portfolio – one which is designed to respond to the unique needs, goals and aspirations of the entrepreneur in question. 5. See, Strategic wealth management for entrepreneurs and business owners (Volume 5: Pre-Sale planning). 13 Step 4 Organize your wealth Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 14 Figure 5: Building a comprehensive plan adds value at all stages of a business’ development What planning techniques should I consider as I grow my business? What planning techniques should I consider as I transfer or exit my business? What planning techniques should I consider after I exit my business? Value of business What planning techniques should I consider as I form my business? Time Q: How does the concept of “organizing your wealth” find unique application to entrepreneurs? Organizing your wealth – in Barclays parlance – broadly refers to the requirement that one embark upon thoughtful tax, trust and estate planning prior to finalizing an investment portfolio. As such, it is generally most effective when it is opportunistically positioned to align with an individual’s evolving wealth profile. Because entrepreneurs will generally follow specific paths toward the establishment, growth and exit of their business endeavors, anticipatory planning of this nature can be of immense value to a business owner regardless of where they are in the life cycle of their company. In the case of individuals who are in the post-exit phase of entrepreneurship, their resultant wealth profile will normally dictate that much of the planning undertaken at this time be focused upon how best to structure and convey wealth in a tax-efficient manner. Q: How conducive is the current tax landscape toward estate and gift planning? The current legislative environment is extremely conducive to sophisticated estate and gift planning. The exemption amounts for federal estate tax, gift tax and generation skipping tax (“GST”) are high and corresponding tax rates are (by historical measures) relatively low. 15 The chart below summarizes the current and historical federal estate, GST, and gift tax exemptions. Figure 6: Historical estate, GST, and gift exemption values and rates Calendar year Estate tax exemption GST tax exemption Gift tax exemption Top estate, GST, and gift tax rates 2003 $1 million $1.12 million $1 million 49% 2004 $1.5 million $1.5 million $1 million 48% 2005 $1.5 million $1.5 million $1 million 47% 2006 $2 million $2 million $1 million 46% 2007 and 2008 $2 million $2 million $1 million 45% 2009 $3.5 million $3.5 million $1 million 45% 2010 (taxes repealed) (taxes repealed) $1 million 35% (gift tax) 2011 $5 million $5 million $5 million 35% 2012 $5.12 million $5.12 million $5.12 million 35% 2013 $5.25 million $5.25 million $5.25 million 40% 2014* $5.34 million $5.34 million $5.34 million 40% *Exemption figures will be inflation-adjusted in subsequent years. Source Data: Internal Revenue Service (IRS) as of April 2014. Q: How does the tax and estate planning normally undertaken by a post-exit entrepreneur compare with a business owner who has yet to divest his or her business? As noted in Step 3 of this analysis (i.e., Understanding your wealth), the composition of an entrepreneur’s balance sheet will undergo significant modification as he or she passes through the three key phases of his or her company’s life cycle: >> The establishment phase of the company >> The growth phase of the company >> The post-exit phase of the company During the establishment and growth phases of the company, much of the planning that will be undertaken will seek to capture and convey the “uptick” in value of the business venture as it matures. Vehicles that effectively serve this purpose include: >> Grantor Retained Annuity Trusts (“GRATs”)* >> Intentionally Defective Grantor Trusts (“IDGTs”)* >> Family Limited Partnerships (“FLPs”) Neither Barclays in the US nor its Wealth and Investment Management employees in the US render tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances. * Some important considerations for trusts exist. Trusts have inherent limitations and requirements that must be acknowledged/fulfilled in order for these structures to accomplish their purposes. Trusts are not suitable for all business owners. For additional details about these considerations please reference the back page of this document. Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 16 Conversely, during the post-exit phase of wealth management, much of the potential for rapid appreciation of wealth has dissipated (at least insofar as it relates to business investments). As a result, much of the structuring that takes place does so in an effort to: >> Reduce income, estate and gift taxes >> Enhance creditor protection >> Provide control and oversight for wealth that has been conveyed to children and family members >> Engage in philanthropic planning >> Strategically align trust and estate planning to broader wealth management goals Vehicles that serve as efficient mechanisms for helping to achieve these goals include: >> Trusts >> Private Foundations >> Donor Advised Funds (“DAFs”) >> Charitable Lead Trusts (“CLTs”) >> Charitable Remainder Trusts (“CRTs”) Consult with your Wealth Advisor and your Investment Representative: A Wealth Advisor can outline the range of planning options suitable for a post-exit business owner and can then work with other members of the advisory team to help facilitate the effective integration of the broader wealth management strategies. Q: What are the components of a trust and what are its primary benefits? Some of the benefits of a trust are highlighted below. Figure 7: Potential benefits of a trust structure Grantor Trust Beneficiary The individual who sets up the trust structure and contributes assets to the trust. Benefits of a trust include: Estate tax minimization; Flexibility to benefit multiple generations and/or charities; Creditor protection; Probate avoidance. The recipient (or recipients) of the trust assets. Consult with your Wealth Advisor: Your Wealth Advisor, together with your other advisors, can discuss with you whether or not a trust may be an appropriate solution for you in the context of your broader wealth plan. For illustrative purposes only. 17 Q: How can philanthropy serve as an integral component of post-exit wealth management planning? For those individuals who are charitably inclined, philanthropic vehicles can serve as an ideal means to further their philanthropic desires while simultaneously minimizing their income tax bill. The chart below compares the salient aspects of five key approaches to charitable giving: >> Private Foundations >> Donor Advised Funds (“DAFs”) >> Charitable Lead Trusts (“CLTs”) >> Charitable Remainder Trusts (“CRTs”) >> Outright stock or cash donations Figure 8: Philanthropic comparison chart What charitable vehicle should you consider? Should you establish a Private Foundation? Should you contribute to a DAF? Should you establish a CLT or CRT? Should you make an outright stock or cash donation? Charitable distribution discretion Income tax deduction Privacy Investment discretion Multiple There are extensive administrative duties due to ongoing reporting requirements and tax filings Limited Detailed information must be filed by the foundation for all donations/grants, etc. Retained The foundation’s board and investment managers control all investment decisions Retained The foundation maintains discretion over charitable distributions (there is a minimum 5% annual distribution requirement) Yes A donor benefits from a tax deduction; however, several limitations exist Few There are no significant ongoing administrative duties Significant The DAF can keep all donor information anonymous, if desired Partially retained The donor can make recommendations; however, the fund may have finite investment options Partially retained While not required, the DAF administrator generally honors donor recommendations Yes A donor benefits from a tax deduction and few limitations exist Multiple There are some administrative duties required of the trustee (e.g., tax filings and cash distributions) Significant Setting up a trust can be an effective means of maintaining donor privacy when contributing to a charity Retained The trustee controls all investment decisions. The donor can influence the trustee Retained When setting up a charitable trust, charities are selected that will ultimately benefit from trust assets Yes A donor benefits from a tax deduction; however, several limitations exist Few There are no ongoing administrative duties for the donor Significant Allows for privacy; however, some information is normally captured on a tax return Lost Once the donor makes the charitable gift, the donor loses control of the assets – future investment control rests with the charity Lost The charity decides how to expend donated funds Yes A donor benefits from a tax deduction and few limitations exist Administrative duties Consult with your Wealth Advisor: Your Wealth Advisor can discuss with you how best to approach the question of determining a suitable philanthropic gifting strategy. The following sections explore each of these philanthropic approaches in greater detail. Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 18 Q: What is a private foundation and what are its most appealing characteristics from the perspective of post-exit entrepreneurs? Private Foundations,* as highlighted below, are vehicles that receive, hold and distribute a donor’s contributions in and from an entity that affords its creator a great deal of control, oversight and flexiblity. They are also popular with those high net worth individuals who seek to involve their family members (often their children) in philanthropic causes, as they permit such individuals to serve on the Private Foundation’s advisory board (in a paid or unpaid position). Their primary drawbacks include the fact that they are generally not cost effective for moderate wealth profiles, as well as the fact that they tend to be expensive to establish and maintain (due to high compliance and administrative costs). Figure 9: Use of a Private Foundation Donor Private Foundation Charity The donor contributes cash or low-basis assets to the foundation. The foundation makes annual distributions to further its charitable purposes. Charitable distributions are made to one or more charitable causes. Q: What is a Donor Advised Fund and what can make it an appealing philanthropic option for post-exit entrepreneurs? Donor Advised Funds (“DAFs”),* as noted in the accompanying illustration, are charitable entities that allow for low-cost and flexible philanthropic giving. They serve as a common alternative for those individuals who wish to avoid the expense and complexity of establishing a private foundation. Figure 10: Use of a Donor Advised Fund Donor Donor Advised Fund (DAF) Charity The donor contributes cash or low-basis assets to the DAF. The donor receives an income tax deduction upon contribution to the DAF. Charitable distributions are made by the DAF to one or more charitable entities. Visuals on this page are for illustrative purposes only. *Some important considerations for charitable structuring exist. Private Foundations and DAFs have inherent limitations and requirements that must be acknowledged/fulfilled in order for these structures to accomplish their purposes. They are not suitable for all business owners. For more details about these considerations, please reference the back page of this document. 19 Consult with your Wealth Advisor and your Investment Representative: DAFs can be utilized by entrepreneurs who are time constrained and who need to complete their charitable giving with short notice (e.g., prior to the end of a tax year). In instances where there is insufficient lead time to establish an alternative philanthropic vehicle, your Wealth Advisor and your Investment Representative will be able to provide you with an introduction to a suitable DAF. Q: What is a Charitable Remainder Trust and what can make it an appealing philanthropic option for post-exit entrepreneurs? Charitable Remainder Trusts (“CRTs”)* allow donors to benefit from charitable giving as well as taxdeferred diversification. In practice, a CRT will pay an annual distribution to a specified beneficiary (often the donor) for a period of time. At the end of the trust term, any assets remaining in the trust will accrue to a named charity (or a charity to be selected). When the CRT is established, the donor will receive a charitable deduction equal to the present value of the charity’s expected remainder interest. Potential income earned by the CRT will remain untaxed until it is distributed to the current beneficiary. By virtue of its structure, a CRT allows donors to diversify their portfolio through the sale of shares by the CRT, to defer the resultant tax until receipt of the payments by the individual beneficiary, and to compound their investment returns by investing the pre-sale value of the stock rather than the after-tax value. Figure 11: Use of a Charitable Remainder Trust Donor Charitable Remainder Trust (CRT) The donor contributes assets (often highly appreciated stock) at no gift or capital gains tax cost, and may receive an income tax deduction. The CRT pays a fixed dollar amount (or fixed percentage) back to the donor, which is generally taxable income for the donor’s lifetime or for a term of years. Charity Upon the termination of the CRT, the remainder of the assets passes to charity. Neither Barclays in the US nor its Wealth and Investment Management employees in the US render tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances. * Some important considerations for trusts exist. Trusts have inherent limitations and requirements that must be acknowledged/fulfilled in order for these structures to accomplish their purposes. Trusts are not suitable for all business owners. For additional details about these considerations please reference the back page of this document. Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 20 Q: What is a Charitable Lead Trust and what can make it an appealing philanthropic vehicle for post-exit entrepreneurs? Charitable Lead Trusts (“CLTs”)* are the “mirror image” of Charitable Remainder Trusts in that they generate an income stream to the charitable organization of the donor’s choice. Following this, any remaining assets are transferred to family members or other beneficiaries. Figure 12: Use of a Charitable Lead Trust Donor The donor contributes assets that are expected to appreciate. Gift tax may be incurred upon the transfer of assets into the trust. Charitable Lead Trust (CLT) Charity Beneficiaries Upon the termination of the CLT, the remainder of the assets passes to (non-charitable) beneficiaries free of additional gift or estate tax. The CLT pays an annuity to charity for a term of years. CLTs are often established in conjunction with private foundations and are also popular with individuals seeking to offset an exceptional income event (e.g., the maturation of deferred compensation). Consult with your Wealth Advisor and your Investment Representative: For additional insight into CLTs, request a copy of the Barclays publication entitled The Charitable Lead Annuity Trust (CLAT). Q: What are some of the common planning pitfalls that a post-exit entrepreneur should be wary of? Although each individual’s situation is unique, there are several common planning pitfalls that regularly arise. For this reason, entrepreneurs who are in the process of determining whether or not their trust and estate plans are satisfactory should ask themselves the questions highlighted in Figure 13. Neither Barclays in the US nor its Wealth and Investment Management employees in the US render tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances. * Some important considerations for trusts exist. Trusts have inherent limitations and requirements that must be acknowledged/fulfilled in order for these structures to accomplish their purposes. Trusts are not suitable for all business owners. For additional details about these considerations please reference the back page of this document. 21 Figure 13: Common planning pitfalls Key questions and considerations Is your estate plan current and up to date? Have you selected trustees for the trusts that you have established? Are your investment accounts structured appropriately? • Many individuals craft an estate plan but fail to update it despite shifts in wealth profile, alterations to family structure (e.g., birth of children) or changes in estate laws. All estate plans should be revisited on occasion to ensure their continued effectiveness. • Often, individuals are selected to act as trustees of trusts due to their relationship with the grantor (e.g., friend, sibling). Special care should be taken to minimize the possibility for conflicts of interest or bias to arise. Grantors should also ensure that the desired trustee has the skill and disposition to act in a fiduciary capacity. • Many investors maintain accounts and investments in structures that are suboptimal from a tax or planning perspective. All investment holdings should be analyzed on a regular basis to ensure alignment with the investor’s broader wealth plan. • Property (e.g., assets, accounts, real estate) can normally be titled in four different ways: (i) fee simple, (ii) tenancy in common, (iii) joint tenancy with right of survivorship, and Are your assets appropriately titled? (iv) tenancy by the entirety. Rules and application vary depending upon the nature of the asset (real estate versus non-real estate) and the jurisdiction (i.e., the state). Improperly titled assets can completely undermine an estate plan and should be reviewed and addressed. • A key consideration for post-exit entrepreneurs stems from the question of which Are your assets sufficiently protected from creditors? approaches, structures, or methods provides a measure of asset protection. • Common solutions include: (i) exemption planning, (ii) insurance, (iii) self-settled trusts, and (iv) gifting. Were you or your spouse previously married? Are you or any of your immediate family members a non-US person? • Estate planning should be modified to reflect the complexities that arise when former spouses, stepchildren, and blended families are involved. • The application of income, gift and estate tax will vary depending upon such variables as the citizenship, domicile, residence, and status (e.g., visa, green card, etc.) of individuals. Planning should be tailored accordingly. • Unique cross-border considerations can arise when individuals hold property abroad or Do you own any non-US property? when their wealth planning entities (e.g., trusts, corporations, etc.) are considered “foreign”. Planning must take these variables into account. Does your wealth management plan take into account state tax issues? Do your retirement plans reflect the appropriate beneficiary designations? • State tax issues can often create significant planning hurdles and should be carefully analyzed when preparing a wealth management strategy. Examples include: (i) community property states, (ii) concerns regarding residency or domicile (e.g., with multiple homes), and (iii) estate and gift tax imposition (and thresholds) at the state level. • Many retirement plans are subject to “default” terms. Further, payout terms often vary depending upon whether the beneficiary is the individual, his or her spouse or someone else. Beneficiary designations should be reviewed for accuracy and appropriateness. Consult with your Wealth Advisor: Your Wealth Advisor can work with you and your other advisors to provide insight regarding each of the questions and considerations outlined above. Neither Barclays in the US nor its Wealth and Investment Management employees in the US render tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances. Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 22 Q: What are some of the insurance requirements that a post-exit entrepreneur should consider? The divestment of an entrepreneur’s business interests will normally coincide with the need to revisit insurance coverage of all types. As the figure below illustrates, “key man” insurance will no longer be required (unless the entrepreneur retains a continuing and essential role within the organization). Similarly, assuming the former business owner’s wealth profile has been elevated by the liquidity event, temporary life insurance coverage (i.e., term) can normally be eliminated in favor of permanent (i.e., whole, universal, variable, etc.) life insurance. Lastly, property and casualty insurance should be reviewed for adequacy as well as alignment with other “asset protection” mechanisms.6 Figure 14: Various types of insurance coverage for business owners Term Insurance Temporary life insurance coverage for a period of years – typically used for income replacement purposes in the event of an unforeseen death. Whole Life, Universal & Variable Life Insurance Permanent life insurance coverage to fulfill long-term estate planning needs. Property & Casualty Insurance Key Man Insurance Insurance protection on a key individual(s) within a business (i.e., business owner or key employees) with the business named as the beneficiary. Insurance to protect against losses to property and other tangible assets – types of coverage may vary depending upon the type of business engaged in. Consult with your licensed Insurance Representative: Your licensed Insurance Representative can work with you to rebalance your insurance coverage in a manner that best reflects your changing needs. 6. See, Strategic wealth management for entrepreneurs and business owners (Volume 1: Forming a business). This document is for information purposes only and it should not be regarded as an offer to sell or as a solicitation of an offer to buy insurance or the securities or other instruments mentioned herein. Neither Barclays or its affiliated companies sell or solicit insurance. You should consult with your licensed insurance agent for further information on insurance products or services. Neither Barclays in the US nor its Wealth and Investment Management employees in the US render tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances. 23 Step 5 Understand your risk tolerance Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 24 Q: How does the concept of “understanding your risk tolerance” apply in the post-exit entrepreneurial context? The question of a client’s risk tolerance often serves as the focal point of an advisor’s guidance toward investing. Although this is one component of appropriate wealth management, Barclays views it as a facet that provides incomplete insight into how an individual should construct a portfolio. In order to create a portfolio that is responsive to an individual’s financial profile, a strategic asset allocation must be developed. Your Investment Representative will therefore work with you to achieve two goals: Goal #1 – Assess where you fall along the “Risk Profile” spectrum. Figure 15: Barclays’ five risk profiles Moderately Conservative conservative Moderate Moderately aggressive Aggressive Goal #2 – Develop an optimal mix of asset categories that will serve to help maximize your return for that particular risk profile. Figure 16: Barclays’ nine asset classes Cash/Short-Maturity Bonds Developed Government Bonds Investment-Grade Bonds High-Yield and Emerging Markets Bonds Developed Markets Equities Emerging Markets Equities Commodities Real Estate Alternative Trading Strategies 1. For illustrative purposes only. 25 A mix targeted to your risk tolerance1 Q: How does the concept of “understanding your risk tolerance” find unique application to entrepreneurs? Post-exit business owners should carefully examine the question of their risk tolerance as it pertains to their liquid investments. Indeed, many entrepreneurs become wealthy due to their business ventures – undertakings which represent a concentrated and often risky amalgamation of wealth. By contrast, the “post-exit” phase of an entrepreneur’s business life cycle may be characterized by a redistribution of assets toward an investment portfolio that is meant to minimize “down-capture” and lower the risk of eroding the wealth that the entrepreneur worked so diligently to amass. Consult with your Investment Representative: In many instances, an entrepreneur in the “post-exit” phase of wealth management will be over-allocated to specific investment sectors. This may be due to the manner of exit (e.g., a stock acquisition) or the individual’s predisposition toward investing in a sector that he or she understands particularly well. In some instances, this can lead to a portfolio allocation that is riskier and less balanced than he or she might imagine. For this reason, a client should work with his or her Investment Representative to develop a tailored portfolio that takes into account his or her true risk tolerance. Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 26 Step 6 Understand your financial personality 27 Q: How does the concept of “understanding your financial personality” apply to wealth management? Although risk tolerance is a relatively ubiquitous concept within the wealth management industry, the idea of examining it against the backdrop of behavioral finance is an approach that is somewhat unique to Barclays. The basic tenet is that a greater degree of analytical accuracy can be obtained if one understands a client’s risk attributes as well as his or her decision-making style. A client’s risk attributes can be measured using three criteria: >> Risk tolerance >> Composure >> Market engagement Similarly, a client’s decision-making style is a function of three primary elements: >> Perceived financial expertise >> Desire for delegation >> Belief in skill Using these metrics (as obtained from the results of the Barclays Financial Personality Assessment™ (“FPA”)), an Investment Representative is able to develop a tailored investment portfolio strategy that is uniquely responsive to a client’s needs and wealth management goals. Q: How can the results of the Barclays Financial Personality Assessment assist post-exit entrepreneurs who establish trust vehicles to structure their wealth? TM Because of the numerous benefits associated with trusts, they have proven to be a popular planning vehicle for entrepreneurs. However, one question which often arises in this context is, “Who should act as trustee(s) for the trust?” Although many post-exit entrepreneurs consider using individual trustees to oversee their trust structures, it can often be enlightening to have such proposed individual trustees complete an FPA in order to ascertain whether or not they are suited for the fiduciary role. Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 28 The illustration below reflects the FPA of a post-exit entrepreneur (solid line) who used the proceeds stemming from the sale of his business to fund a family trust that held approximately $30 million. Although he was considering having his brother act as the contingent successor trustee of the trust, the results of his brother’s FPA (dotted line) indicated that he displayed a markedly low degree of market composure. Figure 17: A glimpse into our investment philosophy Low High Risk tolerance Composure Market engagement Perceived financial expertise Delegation Belief in skill FPA of business owner FPA of individual trustee Composure stems from an individual’s degree of emotional engagement with short-term considerations. Individuals with low composure can be predisposed to being sensitive to vacillations in the market and thereby prone to buying high and selling low. After discussing the results of his brother’s FPA, the entrepreneur decided to utilize a corporate trustee. This ensured that the fiduciary oversight in place was more closely aligned with the financial personality profile of the entrepreneur. Consult with your Investment Representative: For additional insight into Barclays’ approach to behavioral finance, request a copy of the publication entitled Overcoming the Cost of Being Human. Consult with your Investment Representative and your Wealth Advisor: In the event that trustees are being selected to oversee personal or familial wealth, it may make sense to consider whether or not a corporate trustee should be considered as a possible alternative to an individual trustee. Visuals on this page are for illustrative purposes only. 29 Step 7 Invest your wealth Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 30 Q: How does the concept of “investing your wealth” apply to Barclays’ wealth management philosophy? Whereas some investment advisors will begin a dialogue with advice regarding how best to invest a client’s wealth, Barclays views this conversation as the logical and deductive conclusion to the numerous steps that have preceded it. As discussed, prior to deciding how best to invest their wealth, clients are encouraged to take the time to thoughtfully: >> Understand their wealth >> Organize their wealth >> Understand their risk tolerance >> Understand their financial personality Having successfully completed these prerequisites, individuals are then poised to work with their Investment Representatives in order to leverage the insight that they have gained from the undertaking. Individuals can ultimately “invest their wealth” in a thoughtful and productive manner. Q: How does the concept of “investing your wealth” find unique application to entrepreneurs? For the “post-exit” entrepreneur, the question of how to invest represents an opportunity to tap into the broad spectrum of services available within a global financial institution such as Barclays. Ultimately, we can work with entrepreneurs in order to address a wide range of needs including: >> Investment guidance (e.g., to invest the proceeds of a sale or IPO)7 >> Tactical access (e.g., to manage a concentrated stock position) >> Liquidity access (e.g., to fund a new entrepreneurial venture) >> Institutional access (e.g., to access research in equities and emerging markets) 7. For an example of Barclays’ intellectual capital in this regard, ask your Investment Representative for Wealth and Investment Management’s latest issue of Compass. 31 Figure 18: A global capability set Open architecture Select proprietary portfolios Individual securities Advisory Trust company Investment access Research, trade insight/ execution, origination and syndicate – Equities – Credit – Emerging markets – FX – Commodities Timely idea flow Niche markets Institutional access A global capability set Tactical access Real-time access Special execution – Concentrated positions – Custom hedging – Block trades Liquidity access Investment leverage Cash flow Tailored lending solutions Entrepreneurial ventures Consult with your Investment Representative: Your Investment Representative can provide access to a range of offerings within Barclays and can marshal the institutional resources required to help you to achieve your wealth management goals. Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 32 Step 8 Consider “next steps” 33 Q: What are the key “next steps” that the post-exit entrepreneur should consider at this juncture? For many business owners, the post-exit phase of the entrepreneurial life cycle provides a plethora of choices regarding how best to focus their energies going forward. Figure 19: Post-exit wealth planning What is the next step in the strategic life cycle of business ownership? What do I need to consider as I form my business? What do I need to consider as I grow my business? VOLUME 1 VOLUME 2 Formation phase Growth phase What do I need to consider as I transition my business? VOLUME 3 What do I need to consider after exiting my business? Transitioning to family members VOLUME 6 Post-Exit considerations or VOLUME 4 Pre-IPO planning Option 1 Become an investor or or VOLUME 5 Pre-Sale planning Option 2 Establish a new business For some business owners, the opportunity to retire from commercial activities is extremely appealing. If that is the case, an Investment Representative can serve an invaluable role in constructing a strategic portfolio that helps address the client’s needs and aspirations. However, some business people are inexorably drawn to the appeal of entrepreneurial ventures and return to the commercial arena once again. Of course, this is not to assume that the two undertakings – investing and entrepreneurialism – are mutually exclusive. Indeed, many business owners successfully combine both pursuits. If that is the case, the benefits that can accrue from a holistic and integrated wealth management plan can be even more impactful and resonant. Consult with your Investment Representative and your Wealth Advisor: Serial entrepreneurs who may not have deployed sophisticated wealth management strategies upon the launch of their first commercial venture may wish to do so upon the inception of future business endeavors.8 Consult with your Investment Representative: For those individuals considering the establishment of a new business venture, consult with your Investment Representative in order to explore the lending and credit facilities offered by Barclays. 8. A s a first step, such individuals should request and review the publication entitled, Strategic wealth management for entrepreneurs and business owners (Volume 1: Forming a business). Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 34 35 Conclusion A shared vision According to the Global Entrepreneurship Monitor 9 report, there are currently almost 400 million entrepreneurs worldwide whose energy, passion, and business acumen collectively serve as a primary driver of our planet’s economic and social development. They are men and women from every country imaginable, and while the languages that they speak and the businesses they start may differ, they all share a common goal – to strive for success. Of course, one’s definition of “success” is largely driven by one’s perspective. It can refer to “creative freedom”, “intellectual satisfaction”, or “professional fulfillment” – to list but a few subjective definitions. For many business owners, however, the definition of “success” encapsulates a desire to nurture and grow a business that is productive and profitable and to be able to enjoy the fruits of that endeavor with their families and loved ones. Unfortunately, too many entrepreneurs succeed in their commercial endeavors only to fail in their wealth management planning. As a result, wealth that was so painstakingly created is diminished or destroyed by unforeseen taxation, suboptimal investment performance, or poor strategic wealth structuring. This series – Strategic wealth management for entrepreneurs and business owners – strives to provide guidance to entrepreneurs to help them to avoid these pitfalls. Tailored advice At Barclays, we seek to assist our clients by helping them to achieve their goals in the “right” way – a good deal of which amounts to ensuring that they benefit from the “right” guidance. In our view, such guidance amounts to carefully customized plans that address the holistic needs of our clients in the context of their highly individualized circumstances and goals. In today’s highly complex world, the path to successful entrepreneurship is fraught with both challenges and opportunities. Regardless of which you encounter, we look forward to partnering with you throughout your entrepreneurial journey. 9. Publication Year: 2011 Strategic wealth management for entrepreneurs and business owners | Volume 6: Post-Exit considerations | 36 Important considerations Charitable Remainder Trust (CRT): While a CRT is an effective philanthropic planning tool, it may not be a suitable charitable structure for all business owners. There are limitations, considerations and inherent risks in utilizing a CRT. A CRT is an irrevocable trust and there is no guarantee that the stock value within a CRT will appreciate. If no substantial appreciation occurs, then there is a possibility that little or no asset value will pass on to the charitable beneficiary at the end of the trust’s term. The applicability of a CRT could be curtailed if legislation changes in the future. Consult with your legal and tax advisors for more complete information. Charitable Lead Trust (CLT): While a CLT is an effective philanthropic planning tool, it may not be a suitable charitable structure for all business owners. There are limitations, considerations and inherent risks in utilizing a CLT. A CLT is an irrevocable trust and there is no guarantee that the stock value within a CLT will appreciate. If no substantial appreciation occurs, then there is a possibility that little or no asset value passes on to the non-charitable beneficiary after the course of the trust’s term. The applicability of a CLT could be curtailed if legislation changes in the future. Consult with your legal and tax advisors for more complete information. Grantor Retained Annuity Trust (GRAT): If the stock that has been transferred to a GRAT does not appreciate over the term of the trust, then all assets in the trust will revert back to the grantor at the end of the GRAT term. A GRAT is an irrevocable trust which will terminate only by the end of the stipulated term or in the event of the death of the grantor (where any trust assets will revert back into the grantor’s estate). Keep in mind that although a GRAT can be used to minimize the impact of gift and estate taxes for the purpose of effective business succession planning, it may not be suitable for all business owners. The applicability of a GRAT could be curtailed if legislation changes in the future. Consult with your legal and tax advisors for more complete information. Intentionally Defective Grantor Trust (IDGT): Although an IDGT seeks to minimize gift and estate tax consequences, it may not be a suitable structure for all business owners. There are limitations, considerations and inherent risks in utilizing an IDGT. An IDGT is an irrevocable trust and there is no guarantee of asset appreciation within the structure. When setting up an IDGT it is important for a business owner to note that a portion of his or her annual gift tax exemption may be used up by establishing the trust. The applicability of an IDGT could be curtailed if legislation changes in the future. Consult with your legal and tax advisors for more complete information. Trust Structure: A trust is a useful planning tool for the purpose of estate and wealth planning; however, trusts may not be suitable for all business owners. Many trusts are irrevocable and cannot be retracted once they are put in place. There may also be a mortality risk associated with some trust planning. In such instances, the purpose of a trust may not be fulfilled if the grantor passes away prior to the trust’s termination date. Consult with your legal and tax advisors for more complete information. Private Foundation: A Private Foundation is an effective philanthropic planning tool; however, it is not a suitable structure for all business owners. There are risks and considerations to be mindful of when contemplating the establishment of a foundation. A Private Foundation can be set up for a charitable purpose that lasts for generations, yet it requires ongoing maintenance (and associated fees) to remain viable. There are a variety of compliance and administrative requirements that must be met. Some of these include: ensuring that annual distributions are made for charitable purposes; limiting/ restricting any investment holdings in private businesses; verifying that investment decisions do not contradict the exempt purposes of the foundation; and ensuring that all expenditures go toward furthering the charitable intent of the foundation. A failure to comply with all requirements set forth by the Internal Revenue Service (IRS) could cause the Private Foundation to be the subject of enhanced scrutiny (or potential disallowance of charitable status). Individuals contemplating a Private Foundation should consult with their tax and legal advisors for a full list of potential risks. DAF: While a DAF is an effective philanthropic planning tool, it may not be a suitable charitable structure for all business owners. There are limitations, risks and considerations to be mindful of when utilizing a DAF. A DAF is a charitable fund that an individual can invest through for a philanthropic purpose. There is, however, no guarantee that the invested assets will appreciate in value. Additionally, once assets are placed in a DAF, an individual relinquishes his or her right to determine exactly which cause(s) will benefit from these assets and how to invest such assets. This becomes the determination of the fund administrator. Some fund administrators do allow for recommendations or requests from investors, though this is not guaranteed. A DAF is a useful charitable planning tool that does not require ongoing maintenance or administrative responsibility on the part of the individual funding the DAF; however, there are associated limitations to an individual’s involvement in investment decisions and ultimate asset distribution. FLP: While an FLP can be a useful planning tool, care should be taken when setting up (and operating) an FLP structure. It is essential that individuals adhere to all operating requirements and accounting procedures imposed upon an FLP. A few key considerations that individuals should be mindful of when contemplating an FLP include: the importance of valuing partnership interests prior to making any structured gifts; realizing that limited partners lack control over the underlying partnership assets (and that their associated interests in the FLP lack marketability); and recognizing that partnership interests increase in value only if the underlying business (and/or the underlying investment assets) becomes increasingly profitable (though this cannot be guaranteed). Individuals considering an FLP structure should be mindful of the associated limitations and should consult with their legal advisors to discuss all risks in the context of their unique circumstances. This page has been intentionally left blank. This page has been intentionally left blank. Retirement Account General Disclosure This report is intended to provide only investment education and information and is not intended to constitute “investment advice” or an investment recommendation within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986 (the “Code”). Any investment products or managers specified in this report are for illustrative purposes only and other products or managers may be available or appropriate to fulfill the particular asset class. You are solely responsible for evaluating and acting upon the education and information contained in this report, and you will not rely on this report, the information contained herein, or Barclays as a primary basis for your investment decisions. 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Accordingly, you acknowledge and agree that: (i) any and all discussions, analyses, and information furnished by Barclays in connection with your retention of Barclays or investment in an investment alternative was not intended to and shall not serve as a primary basis for your decision with respect to any investment determination; (ii) Barclays is not providing investment advice or otherwise acting as a fiduciary under the Investment Advisers Act of 1940, ERISA, or Section 4975 of the Code in connection with such discussions, analyses, or information; and (iii) any and all asset allocation and investment option decisions, both initial and ongoing, are made independently by you and without reliance upon any advice or recommendations of Barclays. Important Disclosures Diversification does not guarantee a profit or protect against a loss. Investing in securities involves a certain amount of risk. You are urged to review all prospectuses and other offering information prior to investing. Past performance is not a guarantee of future performance. This material is provided by Barclays for information purposes only, and does not constitute tax advice. Neither Barclays in the US nor its Wealth and Investment Management employees in the US render tax or legal advice. Please consult with your accountant, tax advisor, and/or attorney for advice concerning your particular circumstances. Barclays does not guarantee favorable investment outcomes. Nor does it provide any guarantee against investment losses. “Barclays” refers to any company in the Barclays PLC group of companies. Barclays offers wealth management products and services to its clients through Barclays Bank PLC (“BBPLC”) and functions in the United States through Barclays Capital Inc. (“BCI”), an affiliate of BBPLC. BCI is a registered broker dealer and investment adviser, regulated by the U.S. Securities and Exchange Commission, with offices at 745 Seventh Avenue, New York, New York 10019. Member FINRA and SIPC. The wealth management products offered by Barclays in the United States clear through, and where applicable, assets are custodied by, Pershing LLC, a subsidiary of the Bank of New York Mellon Corporation. Pershing LLC is a member of FINRA, NYSE and SIPC. Barclays Bank PLC is registered in England and authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Registered No. 1026167. Registered Office: 1 Churchill Place, London E14 5HP. ©Copyright 2015 Barclays. CSNY489397 v13 | July 2015