www.morganstanley.com/structuredinvestments
S T R U C T U R E D I N V E S T M E N T S
Morgan Stanley November Structured Investments Calendar
BROKER-DEALER USE ONLY
Equity
Note
1nc3m
MS 15% Pandora Trigger Income
61761JUJ6
Equity
Note
1nc3m
MS 12% Tesla Trigger Income
61761JUK3
Equity
Note
15nc1y
MS 15nc1y 9% Memory Trigger Income 61761JUM9
Equity
Note
15yr
MS 6.4% (Fixed 5y) SPX & RTY Trigger Income
61761JUG2
Equity
Note
15yr
MS 7.5% (Fixed 3y) RTY & SX5E Trigger Income
61761JUL1
Equity
Note
20yr
MS 7% RTY & SX5E Income Note (No Trigger)
61761JUN7
Equity
Note
8yr
MS S&P 500 TOPS Note
61761JUF4
Equity
Note
10yr
MS EuroStoxx Best Entry Trigger Booster
61761JUP2
Equity
Note
3yr
MS XLE Trigger Plus Note
61761JUE7
MS 1nc3mo 15% Pandora Trigger Income
FOR BROKER-DEALER USE ONLY
Issuer
Morgan Stanley
Underlying
Pandora Media Inc. (P)
Expecting Pricing /
Settle Date
November 21, 2014 / November 26, 2014
Maturity Date
November 27, 2015 (1 year)
Price
Interest Rate
Trigger Level
Callable
Coupon Frequency
Index Performance
Factor
$99.15
15.00% subject to P closing at or above 60% of initial
60% of initial (only observed at maturity)
Automatically on 2/26/15 & quarterly thereafter if P is above initial strike
Monthly Pay / Monthly Observation
Final index value divided by the initial index value
Payment at Maturity
If the Final Underlying Value is greater than or equal to 60% of initial: Par
If the Final Underlying Value is less than Trigger Level:
$1,000 x (Index Performance Factor)
CUSIP
61761JUJ6
Prospectus
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JUJ6.pdf?
ts=1415191752158
EXAMPLES
ü If Pandora closes at or above 60% of initial, you will receive a 15.00% annualized coupon for that month.
ü If Pandora closes below 60% of initial, you will receive a 0% annualized coupon for that month.
ü If Pandora closes above initial on a quarterly observation date, the note is automatically called at par.
ü If Pandora closes below 60% of initial at maturity, the investor realizes full downside.
ü If Pandora is down 41% at maturity, the note will mature at 59.00%.
STRATEGY OVERVIEW
ü Investors will receive a return of 15.00% if the closing value of Pandora is equal to or above 60% of initial on observation day.
RISK CONSIDERATIONS
ü These notes and all interest payments are subject to issuer credit risk.
ü The coupons are subject to the performance of Pandora.
ü Investors could receive a 0% coupon for an extended period of time.
ü Investors could lose up to 100% of the stated principal amount of the securities.
MS 1nc3mo 12% Tesla Trigger Income
FOR BROKER-DEALER USE ONLY
Issuer
Morgan Stanley
Underlying
Tesla Motors Inc. (TSLA)
Expecting Pricing /
Settle Date
November 21, 2014 / November 26, 2014
Maturity Date
November 27, 2015 (1 year)
Price
Interest Rate
Trigger Level
Callable
Coupon Frequency
Index Performance
Factor
$99.15
12.00% subject to TSLA closing at or above 65% of initial
65% of initial (only observed at maturity)
Automatically on 2/26/15 & quarterly thereafter if TSLA is above initial strike.
Monthly Pay / Monthly Observation
Final index value divided by the initial index value
Payment at Maturity
If the Final Underlying Value is greater than or equal to 65% of initial: Par
If the Final Underlying Value is less than Trigger Level:
$1,000 x (Index Performance Factor)
CUSIP
61761JUK3
Prospectus
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JUK3.pdf?
ts=1415191766840
EXAMPLES
ü If Tesla
ü If Tesla
ü If Tesla
ü If Tesla
ü If Tesla
closes at or above 65% of initial, you will receive a 12.00% annualized coupon for that month.
closes below 65% of initial, you will receive a 0% annualized coupon for that month.
closes above initial on a quarterly observation date, the note is automatically called at par.
closes below 65% of initial at maturity, the investor realizes full downside.
is down 36% at maturity, the note will mature at 64.00%.
STRATEGY OVERVIEW
ü Investors will receive a return of 12.00% if the closing value of Tesla is equal to or above 65% of initial on observation day.
RISK CONSIDERATIONS
ü These notes and all interest payments are subject to issuer credit risk.
ü The coupons are subject to the performance of Tesla.
ü Investors could receive a 0% coupon for an extended period of time.
ü Investors could lose up to 100% of the stated principal amount of the securities.
MS 15nc1yr 9.00% Memory Trigger Income (Auto Call)
FOR BROKER-DEALER USE ONLY
Issuer
Morgan Stanley
Underlying
Russell 2000 (RTY) & EuroStoxx 50 (SX5E)
Expecting Pricing /
Settle Date
November 21, 2014 / November 26, 2014
Maturity Date
November 26, 2029 (15 year)
Price
Interest Rate
Trigger Level
Callable
Coupon Frequency
Index Performance
Factor
$97.25
9.00% subject to RTY & SX5E closing at or above 100% of initial
50% of initial (only observed at maturity)
Automatically on 11/26/15 & quarterly thereafter if RTY & SX5E are above the initial strike.
Quarterly Pay / Quarterly Observation
Final index value divided by the initial index value
Memory Coupon
If/when RTY & SX5E are above initial on any coupon observation date, all previous coupons that have been missed are
paid out.
Payment at Maturity
If the Final Index Values are greater than or equal to 50% of initial: Par
If one of the Final Index Values is less than Trigger Level: $1,000 x (Index Performance Factor)
CUSIP
61761JUM9
Prospectus
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JUM9.pdf?
ts=1415191799979
EXAMPLES
ü If Russell 2000 & EuroStoxx close at or above the initial strike, you will receive a 9.00% annualized coupon in addition to any previously missed
coupons for that quarter.
ü If Russell 2000 or EuroStoxx close below 100% of initial, you will receive a 0% annualized coupon for that quarter.
ü If Russell 2000 and EuroStoxx both close above initial on a quarterly observation date, the note is automatically called at par.
ü If Russell 2000 or EuroStoxx close below 50% of initial at maturity, the investor realizes full downside.
ü If Russell 2000 or EuroStoxx is down 51% at maturity, the note will mature at 49.00%.
STRATEGY OVERVIEW
ü Investors will receive a return of 9.00% as well as all previously missed coupons payments if the closing value of Russell 2000 & EuroStoxx is equal
to or above initial on observation day.
RISK CONSIDERATIONS
ü These notes and all interest payments are subject to issuer credit risk.
ü The coupons are subject to the performance of Russell 2000 & EuroStoxx.
ü Investors could receive a 0% coupon for an extended period of time.
ü Investors could lose up to 100% of the stated principal amount of the securities.
MS 6.40% (Fixed 5yr) SPX & RTY Trigger Income FOR BROKER-DEALER USE ONLY
Morgan Stanley
Issuer
Underlying
S&P 500 (SPX) & Russell 2000 (RTY)
Expecting Pricing /
Settle Date
November 21, 2014 / November 26, 2014
Maturity Date
November 26, 2029 (15 year)
Price
$97.25
Interest Rate
Trigger Level
Coupon Frequency
Index Performance
Factor
6.40% FIXED 5yrs (Not Contingent)
Then 6.40% subject to SPX & RTY closing at or above 50% of initial
50% of initial (only observed at maturity)
Monthly Pay / Monthly Observation
Final index value divided by the initial index value
Payment at Maturity
If the Final Index Values are greater than or equal to 50% of initial: Par
If one of the Final Index Values is less than Trigger Level:
$1,000 x (Lesser Index Performance Factor)
CUSIP
61761JUG2
Prospectus
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JUG2.pdf?
ts=1415191840692
**Earn 32.00% income before the coupon becomes contingent.
EXAMPLES
ü If the S&P 500 and Russell 2000 close at or above 50% of initial after the fixed period, you will receive a 6.40% annualized coupon for that month.
ü If either the S&P 500 or Russell 2000 closes below 50% of initial after the fixed period, you will receive a 0% annualized coupon for that month.
ü If either the S&P 500 or Russell 2000 closes below 50% of initial at maturity, the investor realizes full downside.
ü If the worst performing index is down 51% at maturity, the note will mature at 49.00%.
STRATEGY OVERVIEW
ü Investors will receive a return of 6.40% if the closing value of the S&P 500 and Russell 2000 are equal to or above 50% of initial on observation
day.
ü Investors will earn 32.00% in fixed coupons before the coupon contingency starts.
RISK CONSIDERATIONS
ü These notes and all interest payments are subject to issuer credit risk.
ü The coupons after the fixed period are subject to the performance of both the S&P 500 and Russell 2000.
ü Investors could receive a 0% coupon for an extended period of time.
ü Investors could lose up to 100% of the stated principal amount of the securities.
MS 7.50% (3yr) RTY & EuroStoxx Trigger Income FOR BROKER-DEALER USE ONLY
Issuer
Morgan Stanley
Underlying
Russell 2000 (RTY) & EuroStoxx 50 (SX5E)
Expecting Pricing /
Settle Date
November 21, 2014 / November 26, 2014
Maturity Date
November 26, 2029 (15 year)
Price
$97.25
Interest Rate
7.50% FIXED 3yrs (Not Contingent)
Then 7.50% subject to RTY & SX5E closing at or above 65% of initial
Trigger Level
Coupon Frequency
Index Performance
Factor
50% of initial (only observed at maturity)
Monthly Pay / Monthly Observation
Final index value divided by the initial index value
Payment at Maturity
If the Final Index Values are greater than or equal to 50% of initial: Par
If one of the Final Index Values is less than Trigger Level:
$1,000 x (Lesser Index Performance Factor)
CUSIP
61761JUL1
Prospectus
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JUL1.pdf?
ts=1415191856748
**Earn 22.50% income before the coupon becomes contingent.
EXAMPLES
ü If the Russell 2000 and EuroStoxx close at or above 65% of initial after the fixed period, you will receive a 7.50% annualized coupon for that month.
ü If either the Russell 2000 or EuroStoxx closes below 65% of initial after the fixed period, you will receive a 0% annualized coupon for that month.
ü If either the Russell 2000 or EuroStoxx closes below 50% of initial at maturity, the investor realizes full downside.
ü If the worst performing index is down 51% at maturity, the note will mature at 49.00%.
STRATEGY OVERVIEW
ü Investors will receive a return of 7.50% if the closing value of the Russell 2000 and EuroStoxx are equal to or above 65% of initial on observation
day.
ü Investors will earn 22.50% in fixed coupons before the coupon contingency starts.
RISK CONSIDERATIONS
ü These notes and all interest payments are subject to issuer credit risk.
ü The coupons after the fixed period are subject to the performance of both the Russell 2000 and EuroStoxx.
ü Investors could receive a 0% coupon for an extended period of time.
ü Investors could lose up to 100% of the stated principal amount of the securities.
MS 7.00% RTY & EuroStoxx Income Note (No Trigger)
FOR BROKER-DEALER USE ONLY
Issuer
Morgan Stanley
Underlying
Russell 2000 (RTY) & EuroStoxx 50 (SX5E)
Expecting Pricing /
Settle Date
November 21, 2014 / November 26, 2014
Maturity Date
November 26, 2034 (20 year)
Price
Interest Rate
Coupon Frequency
$97.25
Payment at Maturity
Par
CUSIP
61761JUN7
Prospectus
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JUN7.pdf?
ts=1415191865124
7.00% subject to RTY & SX5E closing at or above 80% of initial
Monthly Pay / Monthly Observation
EXAMPLES
ü If the Russell 2000 and EuroStoxx close at or above 80% of initial, you will receive a 7.00% annualized coupon for that month.
ü If either the Russell 2000 or EuroStoxx closes below 80% of initial, you will receive a 0% annualized coupon for that month.
ü If the worst performing index is down 50% at maturity, the note will mature at 100.00%.
STRATEGY OVERVIEW
ü Investors will receive a return of 7.00% if the closing value of the Russell 2000 and EuroStoxx are equal to or above 80% of initial on observation
day.
RISK CONSIDERATIONS
ü These notes and all interest payments are subject to issuer credit risk.
ü The coupons are subject to the performance of both the Russell 2000 and EuroStoxx.
ü Investors could receive a 0% coupon for an extended period of time.
Morgan Stanley S&P 500 TOPS Note
FOR BROKER-DEALER USE ONLY
Issuer
Underlying
Morgan Stanley
S&P 500 (SPX)
Expecting Pricing /
Settle Date
November 21, 2014 / November 26, 2014
Maturity Date
November 28, 2022 (8 yr)
Price
Optimization Rate
Maximum Return
$97.25
Payment at Maturity
CUSIP
Prospectus
125%
NO CAP
If the final index value is above the initial index value:
the greater of (i) the highest SPX level (observed weekly) and (ii) 125%
If the final index value is at or below the initial index value:
index performance x Optimized Participation Rate
61761JUF4
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JUF4.pdf?
ts=1415191878477
EXAMPLES
ü If SPX is up 1% at maturity, the note will mature at at least 125%.
ü If SPX is up 1% at maturity, & the highest level it reached was up 80% it will maturity at 180%.
ü If SPX is down 20%, the note will mature at 100%.
ü If SPX is down 30%, the note will mature at 87.5%.
STRATEGY OVERVIEW
ü If held to maturity and S&P 500 is above initial, investor will receive greater of 125% or the highest performance of the S&P 500 (observed weekly).
ü If held to maturity and S&P 500 is below initial, investor will still outperform the S&P 500.
RISK CONSIDERATIONS
ü These notes are subject to issuer credit risk.
ü No interim payments on the notes will be made until Maturity.
ü Investors could lose up to 100% of the stated principal amount of the securities.
MS EuroStoxx Best Entry Trigger Booster FOR BROKER-DEALER USE ONLY
Issuer
Morgan Stanley
Underlying
EuroStoxx 50 (SX5E)
Expecting Pricing /
Settle Date
November 21, 2014 / November 26, 2014
Maturity Date
November 26, 2024 (10 year)
Price
Trigger Level
Participation Rate
Maximum Return
Initial Strike
Index Performance
Factor
$97.25
Payment at Maturity
CUSIP
Prospectus
50% of initial (only observed at maturity)
180%
>>NO CAP<<
>>Lowest closing level over first 3 months<<
Final index value divided by the initial index value
If the Final Index Value is greater than initial: $1,000 x (Index Percent Change x 1.80)
If the Final Index Value is less than initial, but greater than or equal to Trigger Level: Par
If the Final Index Value is less than Trigger Level: $1,000 x (Index Performance Factor)
61761JUP2
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JUP2.pdf?
ts=1415191941240
EXAMPLES
ü If SX5E is down 30%, the note will mature at 100%.
ü If SX5E is down 51%, the note will mature at 49%.
ü If SX5E is up 50%, the note will mature at 190%.
ü If SX5E is up 100%, the note will mature at 280%.
STRATEGY OVERVIEW
ü If held to maturity, investors will receive 180% of the upside performance of SX5E.
ü Investors’ entry point will be the lowest closing level in the first three months after trade date.
RISK CONSIDERATIONS
ü These notes are subject to issuer credit risk.
ü No interim payments on the notes will be made until Maturity.
ü Investors could lose up to 100% of the stated principal amount of the securities.
Morgan Stanley XLE Trigger PLUS Note
FOR BROKER-DEALER USE ONLY
Issuer
Underlying
Morgan Stanley
Energy Select Sector SPDR Fund (XLE)
Expecting Pricing /
Settle Date
November 21, 2014 / November 26, 2014
Maturity Date
November 27, 2017 (3 year)
Price
Trigger level
Participation Rate
Max Return
$98.25
Payment at Maturity
Index Percent Change
80% of initial index value (Only Observed at Maturity)
200%
50%
If index is above initial: $1,000 x Index Percent Change x Participation Rate, up to the Max Return
If index is less than initial and above trigger level: Par
If index has decreased to or below the trigger level at maturity: $1,000 x Index Performance Factor
Final index value divided by the initial index value
CUSIP
61761JUE7
Prospectus
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JUE7.pdf?
ts=1415191955024
EXAMPLES
ü If XLE
ü If XLE
ü If XLE
ü If XLE
is up 30%, the note will mature at 150%.
is up 20%, the note will mature at 140%.
is down 19%, the note will mature at 100%.
is down 21%, the note will mature at 79%.
STRATEGY OVERVIEW
ü If held to maturity, investors will receive 200% of the upside performance of XLE subject to 50% max return.
ü Only observe 20% downside Trigger at maturity.
RISK CONSIDERATIONS
ü These notes are subject to issuer credit risk.
ü No interim payments on the notes will be made until Maturity.
ü Investors could lose up to 100% of the stated principal amount of the securities.
Anthony Guglielmo
Fixed Income Sales NATIONAL SECURITIES
Established 1947, MEMBER FINRA/SIPC
One Hovchild Plaza
4000 Route 66, Suite 331
Tinton Falls NJ 07753 Tel - (732) 807-2354 Fax -(732) 837-2552
[email protected]
For Broker/Dealer Use Only
Securities offered through National Securities Corporation, Inc (NSC). Member FINRA/SIPC
Investment Advisory Services offered through National Asset Management, Inc. (NAM)
Insurance Services offered through National Insurance Corporation. (NIC)
Tax advice offered through Gilman Ciocia, Inc. and not through NSC, NAM or NIC.
Gilman, NSC, NAM and NIC are affiliated entities
Securities and investments involve risk.
Certain tax and/or estate planning strategies may be used in an effort to reduce the overall risk to one's portfolio.
However, risk related to securities and investment products can never be completely eliminated.
This is sales and trading commentary prepared for institutional investors; it is NOT a research report; tax, legal, financial, or accounting advice; or an official confirm. The
views of the author may differ from others at MS (including MS Research). MS may engage in conflicting activities -- including principal trading before or after sending these
views -- market making, lending, and the provision of investment banking or other services related to instruments/issuers mentioned. No investment decision should be
made in reliance on this material, which is condensed and incomplete; does not include all risk factors or other matters that may be material; does not take into account
your investment objectives, financial conditions, or needs; and is not a personal recommendation or investment advice or a basis to consider MS to be a fiduciary or
municipal or other type of advisor. It constitutes an invitation to consider entering into derivatives transactions under CFTC Rules 1.71 and 23.605 (where applicable) but is
not a binding offer to buy or sell any financial instrument or enter into any transaction. It is based upon sources believed to be reliable (but no representation of accuracy or
completeness is made) and is likely to change without notice. Any price levels are indicative only and not intended for use by third parties. Subject to additional terms at
http://www.morganstanley.com/disclaimers By communicating with MS, you acknowledge understanding of, and consent to, the foregoing and to the voice recording of
telephone conversations with personnel of Morgan Stanley.