MORGAN STANLEY`S STRUCTURED INVESTMENTS FOR FEBRUARY 2015 CALL TONY @ 732-807-2354 TO PLACE ORDERS BROKER-DEALER USE ONLY Commod Note 3nc6m MS 12% Oil Trigger Income 61762GDA9 Equity Note 2nc3m MS 15.50% Chesapeake Energy Trigger Income 61761JWK1 Equity Note 2nc3m MS 14.40% Tesla Trigger Income 61761JWJ4 Commod Note 10nc3y MS 8% Oil Trigger Income 61762GDB7 Equity Note 15y MS 6.50% (Fixed 5yr) SX5E & RTY Trigger Income 61761JWP0 Equity Note 15nc5y MS 7% Cannon Income Note (2x at Maturity) 61761JWR6 Equity Note 15y MS 6.25% RTY & EuroStoxx Trigger Income Plus 61761JWQ8 Equity Note 8y MS S&P 500 Trigger Booster (140% Upside) 61761JWM7 MS 3nc6m 12% Oil Trigger Income (Auto Call) FOR BROKER-DEALER USE ONLY Issuer Morgan Stanley Underlying S&P GSCI Crude Oil Index (SPGCCLP) Expecting Pricing / Settle Date February 13, 2015 / February 19, 2015 Maturity Date February 16 , 2018 (3 year) Price Interest Rate Trigger Level Callable Coupon Frequency Index Performance Factor $98.75 12% subject to SPGCCLP closing at or above 75% of initial 60% of initial (only observed at maturity) Automatically on 8/13/2015 & 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 60% of initial: Par If one of the Final Index Values is less than Trigger Level: $1,000 x (Lesser Index Performance Factor) CUSIP 61762GDA9 EXAMPLES ü If SPGCCLP closes at or above 75% of initial after the fixed period, you will receive a 12% annualized coupon for that quarter. ü If SPGCCLP closes below 75% of initial after the fixed period, you will receive a 0% annualized coupon for that quarter. ü If SPGCCLP closes below 60% of initial at maturity, the investor realizes full downside. ü For example, If SPGCCLP is down 41% at maturity, the note will mature at 59.00%. STRATEGY OVERVIEW ü Investors will receive a return of 12.00% if the closing value of SPGCCLP is equal to or above 75% of initial on observation day. 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 2nc3mo 15.50% Chesapeake Energy Trigger Income FOR BROKER-DEALER USE ONLY Issuer Morgan Stanley Underlying Chesapeake Energy Corp. (CHK) Expecting Pricing / Settle Date February 13, 2015 / February 19, 2015 Maturity Date February 20, 2017 (2 years) Price Interest Rate Trigger Level Callable Coupon Frequency Index Performance Factor $98.75 15.50% subject to CHK closing at or above 70% of initial 70% of initial (only observed at maturity) Automatically on 5/19/15 & quarterly thereafter if CHK 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 61761JWK1 EXAMPLES ü If Chesapeake Energy closes at or above 70% of initial, you will receive a 15.50% annualized coupon for that month. ü If Chesapeake Energy closes below 70% of initial, you will receive a 0% annualized coupon for that month. ü If Chesapeake Energy closes above initial on a quarterly observation date, the note is automatically called at par. ü If Chesapeake Energy closes below 70% of initial at maturity, the investor realizes full downside. ü If Chesapeake Energy is down 31% at maturity, the note will mature at 69.00%. STRATEGY OVERVIEW ü Investors will receive a return of 15.50% if the closing value of Chesapeake Energy 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 the Chesapeake Energy Corporation. 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 14.40% Tesla Trigger Income FOR BROKER-DEALER USE ONLY Issuer Morgan Stanley Underlying Tesla Motors Inc. (TSLA) Expecting Pricing / February 13, 2015 / February 19, 2015 Settle Date Maturity Date February 20, 2017 (2 years) Price Interest Rate Trigger Level Callable Coupon Frequency Index Performance Factor $98.75 14.40% subject to TSLA closing at or above 75% of initial 75% of initial (only observed at maturity) Automatically on 5/19/15 & 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 75% of initial: Par If the Final Underlying Value is less than Trigger Level: $1,000 x (Index Performance Factor) CUSIP 61761JWJ4 EXAMPLES ü If Tesla ü If Tesla ü If Tesla ü If Tesla ü If Tesla closes at or above 75% of initial, you will receive a 14.40% annualized coupon for that month. closes below 75% 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 75% of initial at maturity, the investor realizes full downside. is down 26% at maturity, the note will mature at 74.00%. STRATEGY OVERVIEW ü Investors will receive a return of 14.40% if the closing value of Tesla is equal to or above 75% 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 10nc3y 8% Oil Trigger Income FOR BROKER-DEALER USE ONLY Issuer Morgan Stanley Underlying S&P GSCI Crude Oil Index (SPGCCLP) Expecting Pricing / Settle Date February 24, 2015 / February 27, 2015 Maturity Date February 27 , 2025 (10 year) Price Interest Rate Trigger Level Callable Coupon Frequency Index Performance Factor $97.25 8% subject to SPGCCLP closing at or above 75% of initial 50% of initial (only observed at maturity) Automatically on 2/26/2018 & 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 61762GDB7 EXAMPLES ü If SPGCCLP closes at or above 75% of initial after the fixed period, you will receive an 8% annualized coupon for that quarter. ü If SPGCCLP closes below 75% of initial after the fixed period, you will receive a 0% annualized coupon for that quarter. ü If SPGCCLP closes below 50% of initial at maturity, the investor realizes full downside. ü For example, If SPGCCLP 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. 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 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 February 24, 2015 / February 27, 2015 Maturity Date February 27, 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 61761JWP0 **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 15nc5y 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 February 24, 2015 / February 27, 2015 Maturity Date February 27, 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 2/27/20 & 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 61761JWR6 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 6.25% RTY & EuroStoxx Trigger Income Plus (NO CAP) FOR BROKER-DEALER USE ONLY Issuer Underlyings Morgan Stanley Russell 2000 (RTY) & EuroStoxx 50 (SX5E) Expecting Pricing / Settle Date February 24, 2015 / February 27, 2015 Maturity Date February 27, 2030 (15 year) Price Interest Rate $97.25 6.25% subject to RTY & SX5E closing at or above 70% of initial Participation Trigger Level Coupon Frequency 100% of least performing underlying (NO CAP) 50% of initial (only observed at maturity) Monthly Pay / Monthly Observation Payment at Maturity · If the Final Index Value greater than initial: $1,000 x (Index Percent Change) · 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 Percent Change) CUSIP 61761JWQ8 EXAMPLES ü If the Russell 2000 & EuroStoxx close at or above 70% of initial, you will receive a 6.25% annualized coupon for that month. ü If either the Russell 2000 or EuroStoxx closes below 70% of initial, you will receive a 0% annualized coupon for that month. ü If both the Russell 200 & EuroStoxx are above initial at maturity, you will receive a 6.25% annualized coupon AND 100% of the return on the least performing underlying (NO CAP). ü If either the Russell 2000 or EuroStoxx closes below 50% of initial at maturity, the investor realizes full downside. STRATEGY OVERVIEW ü Investors will receive a 6.25% annualized coupon if the closing value of the Russell 2000 & EuroStoxx are equal to or above 70% of initial on observation days. ü If the closing value of the underlying is at or above initial on the final observation day, investors will receive a return equal to 100% of the return on the lower performing underlying (NO CAP). 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 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 S&P 500 Trigger Booster (140% Upside) FOR BROKER-DEALER USE ONLY Issuer Morgan Stanley Underlying S&P 500 (SPX) Expecting Pricing / Settle Date February 24, 2015 / February 27, 2015 Maturity Date February 27, 2023 (8 years) Price Trigger Level Participation Rate Maximum Return Index Performance Factor $97.25 Payment at Maturity CUSIP 50% of initial (only observed at maturity) 140% >>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 1.40) 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) 61761JWM7 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 170%. ü If SPX is up 100%, the note will mature at 240%. 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 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.
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