1. No category

 BROKER-DEALER USE ONLY
Equity
Note
2nc3m
MS 15.00% Tesla Trigger Income
61761JVJ5
Equity
Note
2nc3m
MS 14.50% American Airlines Trigger Income
61761JVK2
Equity
Note
15nc4y
MS 7% Cannon Income Note (2x at Maturity) *NEW*
61761JVV8
Commod
Note
15nc5y
MS 8% Oil Trigger Income *NEW*
61762GCT9
Equity
Note
15nc5y
MS 10% Memory Trigger Income
61761JVU0
Equity
Note
15y
MS 6.50% (Fixed 5yr) SX5E & RTY Trigger Income
61761JVQ9
Equity
Note
15y
MS 8% (Fixed 3yr) SX5E & RTY Trigger Income 61761JVR7
Equity
Note
10y
MS S&P 500 Trigger Booster (150% Upside)
61761JVP1
Equity
Note
10y
MS EuroStoxx Trigger Booster (220% Upside)
61761JVS5
Equity
Note
7y
MS EuroStoxx TOPS Note
61761JVT3
MS 2nc3mo 15.00% Tesla Trigger Income
FOR BROKER-DEALER USE ONLY
Issuer
Morgan Stanley
Underlying
Tesla Motors Inc. (TSLA)
Expecting Pricing /
Settle Date
January 14, 2015 / January 20, 2015
Maturity Date
January 20, 2017 (2 years)
Price
Interest Rate
Trigger Level
Callable
Coupon Frequency
Index Performance
Factor
$98.75
15.00% subject to TSLA closing at or above 70% of initial
70% of initial (only observed at maturity)
Automatically on 4/20/15 & 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 70% of initial: Par
If the Final Underlying Value is less than Trigger Level:
$1,000 x (Index Performance Factor)
CUSIP
61761JVJ5
Prospectus
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JVJ5.pdf?
ts=1419958178334
EXAMPLES
ü If Tesla
ü If Tesla
ü If Tesla
ü If Tesla
closes at or above 70% of initial, you will receive a 15.00% annualized coupon for that month.
closes below 70% 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 70% of initial at maturity, the investor realizes full downside.
ü If Tesla is down 31% at maturity, the note will mature at 69.00%.
STRATEGY OVERVIEW
ü Investors will receive a return of 15.00% if the closing value of Tesla is equal to or above 70% 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 2nc3mo 14.50% American Airlines Trigger Income
FOR BROKER-DEALER USE ONLY
Issuer
Morgan Stanley
Underlying
American Airlines Group Inc. (AAL)
Expecting Pricing /
Settle Date
January 14, 2015 / January 20, 2015
Maturity Date
January 20, 2017 (2 years)
Price
Interest Rate
Trigger Level
Callable
Coupon Frequency
Index Performance
Factor
$98.75
14.50% subject to AAL closing at or above 70% of initial
70% of initial (only observed at maturity)
Automatically on 4/20/15 & quarterly thereafter if AAL 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 70% of initial: Par
If the Final Underlying Value is less than Trigger Level:
$1,000 x (Index Performance Factor)
CUSIP
61761JVK2
Prospectus
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JVK2.pdf?
ts=1419958204051
EXAMPLES
ü If American Airlines
ü If American Airlines
ü If American Airlines
ü If American Airlines
ü If American Airlines
closes at or above 70% of initial, you will receive a 14.50% annualized coupon for that month.
closes below 70% 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 70% of initial at maturity, the investor realizes full downside.
is down 31% at maturity, the note will mature at 69.00%.
STRATEGY OVERVIEW
ü Investors will receive a return of 14.50% if the closing value of American Airlines is equal to or above 70% 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 American Airlines.
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 15nc4y 7% Cannon Income Note (2x at Maturity)
FOR BROKER-DEALER USE ONLY
Issuer
Morgan Stanley
Underlying
Russell 2000 (RTY) & EuroStoxx 50 (SX5E)
Expecting Pricing /
Settle Date
January 27, 2015 / January 30, 2015
Maturity Date
January 30, 2030 (15 year)
Price
Interest Rate
Callable
Coupon Frequency
Index Performance
Factor
$97.25
7.00% subject to RTY & SX5E closing at or above 75% of initial
- Automatically on 1/30/19 & quarterly thereafter if RTY & SX5E are above the initial strike.
Monthly Pay / Monthly Observation
Final index value divided by the initial index value
Payment at Maturity
- Two times the final value of the least performing index
- 2 x $1,000 x (Lesser Index Performance Factor)
CUSIP
61761JVV8
Prospectus
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JVV8.pdf?
ts=1419959815467
EXAMPLES
ü If both indices are flat it will mature at 200% (100% x 2).
ü If the least performer is down 25%, it will mature at 150% (75% x 2).
ü If the least performer is down 50%, it will mature at Par (50% x 2).
ü If the least performer is down 55%, it will mature at 90% (45% x 2).
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 15nc5y 8% Oil Trigger Income FOR BROKER-DEALER USE ONLY
Issuer
Morgan Stanley
Underlying
S&P GSCI Crude Oil Index (SPGCCLP)
Expecting Pricing /
Settle Date
January 27, 2015 / January 30, 2015
Maturity Date
January 30 , 2030 (15 year)
Price
$97.25
Interest Rate
Trigger Level
Callable
Coupon Frequency
Index Performance
Factor
8% FIXED for 1yr (Not Contingent)
Then, 8% subject to SPGCCLP closing at or above 75% of initial
50% of initial (only observed at maturity)
Automatically on 1/30/20 & quarterly thereafter if SPGCCLP is above initial strike
Quarterly Pay / Quarterly 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
61762GCT9
Prospectus
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61762GCT9.pdf?
ts=1420029526542
EXAMPLES
ü If SPGCCLP
ü If SPGCCLP
ü If SPGCCLP
ü If SPGCCLP
closes at or above 75% of initial after the fixed period, you will receive an 8% annualized coupon for that quarter.
closes below 75% of initial after the fixed period, you will receive a 0% annualized coupon for that quarter.
closes below 50% of initial at maturity, the investor realizes full downside.
is down 51% at maturity, the note will mature at 49.00%.
STRATEGY OVERVIEW
ü Investors will receive a return of 8.00% if the closing value of SPGCCLP is equal to or above 75% of initial on observation day.
ü Investors will earn 8% 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 GSCI Crude Oil Index.
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 15nc5y 10% Memory Trigger Income (Auto Call)
FOR BROKER-DEALER USE ONLY
Issuer
Morgan Stanley
Underlying
Russell 2000 (RTY) & EuroStoxx 50 (SX5E)
Expecting Pricing /
Settle Date
January 27, 2015 / January 30, 2015
Maturity Date
January 30, 2030 (15 year)
Price
Interest Rate
Trigger Level
Callable
Coupon Frequency
$97.25
10.00% subject to RTY & SX5E closing at or above 100% of initial
50% of initial (only observed at maturity)
Automatically on 1/30/20 & quarterly thereafter if RTY & SX5E are above the initial strike.
Quarterly Pay / Quarterly Observation
Index Performance
Factor
Final index value divided by the initial index value
Memory Coupon
>>If 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
61761JVU0
Prospectus
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JVU0.pdf?
ts=1419958280878
EXAMPLES
ü If Russell 2000
ü If Russell 2000
ü If Russell 2000
ü If Russell 2000
ü If Russell 2000
& EuroStoxx close at or above the initial strike, you will receive a 10.00% coupon in addition to any previously missed coupons.
or EuroStoxx close below the initial strike, you will receive a 0% annualized coupon for that quarter.
and EuroStoxx both close above initial on a quarterly observation date, the note is automatically called at par.
or EuroStoxx close below 50% of initial at maturity, the investor realizes full downside.
or EuroStoxx is down 51% at maturity, the note will mature at 49.00%.
STRATEGY OVERVIEW
ü Investors will receive a return of 10.00% 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 6.50% (Fixed 5yr) SX5E & RTY Trigger Income FOR BROKER-DEALER USE ONLY
Issuer
Morgan Stanley
Underlying
EuroStoxx 50 (SX5E) & Russell 2000 (RTY)
Expecting Pricing /
Settle Date
January 27, 2015 / January 30, 2015
Maturity Date
January 30 , 2030 (15 year)
Price
$97.25
Interest Rate
Trigger Level
Coupon Frequency
Index Performance
Factor
6.50% FIXED 5yrs (Not Contingent)
Then 6.50% subject to SX5E & 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
61761JVQ9
Prospectus
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JVQ9.pdf?
ts=1419958313400
**Earn 32.50% income before the coupon becomes contingent.
EXAMPLES
ü If the EuroStoxx 50 and Russell 2000 close at or above 50% of initial after the fixed period, you will receive a 6.50% annualized coupon for that
month.
ü If either the EuroStoxx 50 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 EuroStoxx 50 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 6.50% if the closing value of the EuroStoxx 50 and Russell 2000 are equal to or above 50% of initial on
observation day.
ü Investors will earn 32.50% 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 EuroStoxx 50 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 8% (Fixed 3yr) SX5E & RTY Trigger Income FOR BROKER-DEALER USE ONLY
Issuer
Morgan Stanley
Underlying
EuroStoxx 50 (SX5E) & Russell 2000 (RTY)
Expecting Pricing /
Settle Date
January 27, 2015 / January 30, 2015
Maturity Date
January 30 , 2030 (15 years)
Price
$97.25
Interest Rate
Trigger Level
Coupon Frequency
Index Performance
Factor
8.00% FIXED 3yrs (Not Contingent)
Then 8.00% subject to SX5E & RTY closing at or above 75% 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
61761JVR7
Prospectus
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JVR7.pdf?
ts=1419958345412
**Earn 24.00% income before the coupon becomes contingent.
EXAMPLES
ü If the EuroStoxx 50 and Russell 2000 close at or above 75% of initial after the fixed period, you will receive an 8.00% annualized coupon for that
month.
ü If either the EuroStoxx 50 or Russell 2000 closes below 75% of initial after the fixed period, you will receive a 0% annualized coupon for that
month.
ü If either the EuroStoxx 50 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 8.00% if the closing value of the EuroStoxx 50 and Russell 2000 are equal to or above 75% of initial on
observation day.
ü Investors will earn 24.00% 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 EuroStoxx 50 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 S&P 500 Trigger Booster (150% Upside)
FOR BROKER-DEALER USE ONLY
Issuer
Morgan Stanley
Underlying
S&P 500 (SPX)
Expecting Pricing /
Settle Date
January 27, 2015 / January 30, 2015
Maturity Date
January 30, 2025 (10 years)
Price
Trigger Level
Participation Rate
Maximum Return
Index Performance
Factor
$97.25
Payment at Maturity
CUSIP
Prospectus
50% of initial (only observed at maturity)
150%
>>NO CAP<<
Final index value divided by the initial index value
If the Final Index Value greater than initial: $1,000 x (Index Percent Change x 1.50)
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)
61761JVP1
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JVP1.pdf?
ts=1419958365434
EXAMPLES
ü If SPX is down 30%, the note will mature at 100%.
ü If SPX is down 51%, the note will mature at 49%.
ü If SPX is up 50%, the note will mature at 175%.
ü If SPX is up 100%, the note will mature at 250%.
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 Trigger Booster (220% Upside)
FOR BROKER-DEALER USE ONLY
Issuer
Morgan Stanley
Underlying
EuroStoxx 50 (SX5E)
Expecting Pricing /
Settle Date
January 27, 2015 / January 30, 2015
Maturity Date
January 30, 2025 (10 years)
Price
Trigger Level
Participation Rate
Maximum Return
Index Performance
Factor
$97.25
Payment at Maturity
CUSIP
Prospectus
50% of initial (only observed at maturity)
220%
>>NO CAP<<
Final index value divided by the initial index value
If the Final Index Value greater than initial: $1,000 x (Index Percent Change x 2.20)
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)
61761JVS5
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JVS5.pdf?
ts=1419958379076
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 210%.
ü If SX5E is up 100%, the note will mature at 320%.
STRATEGY OVERVIEW
ü If SX5E is up 100%, the note will mature at 320%.
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 EuroStoxx TOPS Note
FOR BROKER-DEALER USE ONLY
Issuer
Underlying
Morgan Stanley
EuroStoxx 50 (SX5E)
Expecting Pricing /
Settle Date
January 27, 2015 / January 30, 2015
Maturity Date
January 30, 2022 (7 year)
Price
Optimization Rate
Maximum Return
$97.25
Payment at Maturity
CUSIP
Prospectus
128%
NO CAP
If the final index value is above the initial index value:
the greater of (i) the highest SX5E level (observed weekly) and (ii) 128%
If the final index value is at or below the initial index value:
index performance x Optimized Participation Rate
61761JVT3
http://www.morganstanley.com/structuredinvestments/docs/prospectus/prelim/ProspectusRed61761JVT3.pdf?
ts=1419958407412
EXAMPLES
ü If SX5E is up 1% at maturity, the note will mature at least 128%.
ü If SX5E is up 1% at maturity, and the highest level it reached was up 60%, it will mature at 160%.
ü If SX5E is down 20%, the note will mature at 102%.
ü If SX5E is down 40%, the note will mature at 76%.
STRATEGY OVERVIEW
ü If held to maturity and EuroStoxx is above initial, investor will receive greater of 128% or the highest performance of the EuroStoxx (observed
weekly).
ü If held to maturity and EuroStoxx is below initial, investor will still outperform the EuroStoxx.
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.
For Broker/Dealer Use Only
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Investment Advisory Services offered through National Asset Management, Inc. (NAM)
Insurance Services offered through National Insurance Corporation. (NIC)
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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.