
Structured Investments
Leveraged Performance:
PLUSSM and Jump Securities
Summary
Morgan Stanley Wealth Management Structured Investments offer
investors a range of investment opportunities with varying
features, both in terms of structure and underlying asset class
exposure, providing clients with the building blocks they need to
pursue their specific financial goals.
TACTICAL OFFERINGS
Leveraged Performance
investments can be used as alternatives to traditional investments
that do not have leverage features.
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Enhanced Yield Investments |
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Leveraged Performance Investments |
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Partial Principal at Risk Securities |
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Market-Linked Notes and Market-Linked
Deposits— FDIC Insured |
Investing in PLUSSM or Jump
Securities involves risk.
See “Selected Risk
Considerations.”
This material was not prepared by the
research departments of Morgan Stanley or Morgan Stanley Wealth
Management
and it should not be regarded as a
research report.
TABLE
OF CONTENTS |
2 |
Alternative
Ways to Pursue Your Investment Strategy |
3 |
Introduction
to Leveraged Performance (PLUSSM) |
4 |
Bull
PLUSSM |
6 |
Buffered
PLUSSM |
8 |
Bear
PLUSSM |
10 |
Trigger
PLUSSM |
12 |
Dual
Directional Trigger PLUSSM |
14 |
Introduction
to Leveraged Performance Jump Securities |
17 |
Who
Should Consider Investing in PLUSSM or Jump
Securities? |
18 |
Selected
Risk Considerations |
Free Writing Prospectus
Registration Statement
Nos. 333-250103;333-250103-01
Dated January 19, 2022
Filed Pursuant To Rule 433
STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Alternative Ways to Pursue
Your Investment Strategy
The Structured Investments team creates and delivers investments
tailored to meet different investment objectives for many types of
investors — from those offerings that return par at maturity to
those that are more growth-oriented and expose investors to greater
market risk. The features of these securities are represented by
five basic categories: Market-Linked Deposits (FDIC insured) and
Market- Linked Notes, Partial Principal at Risk Securities,
Enhanced Yield Investments, Leveraged Performance Investments and
Access Investments.
Structured Investments can be offered in a variety of forms, such
as certificates of deposit, units or warrants, but are most
commonly offered as senior unsecured notes with returns linked to
the performance of individual or combinations of underlying assets,
including equities, commodities, currencies and interest rates.
Some of these asset classes may be difficult for individual
investors to access through traditional means. These notes,
however, expose investors to the credit risk of the issuer (and the
guarantor, if applicable) and are not a direct investment in the
underlying asset. In this document, references to the credit risk
of the issuer include the credit risk of the guarantor, if
applicable.
In addition to the credit risk of the issuer, investing in
Structured Investments involves risks that are not associated with
investments in ordinary fixed or floating rate debt securities.
Please read and consider the risk factors set forth under “Selected
Risk Considerations” as well as the specific risk factors contained
in the offering documents for any specific Structured
Investment.
Risk-Return
Spectrum

* Enhanced Yield Structured
Investments are often linked to a single stock, which increases
risk in the underlying asset, but some Enhanced Yield structures
can pay par at maturity, which results in lower risk to the
principal amount invested. Depending on the features of a
particular offering, Enhanced Yield and Leveraged Performance
offerings are often equally as aggressive, as compared to Partial
Principal at Risk Securities, Market-Linked Deposits and
Market-Linked Notes.
These strategies are usually for
income-oriented investors. Investing in Structured Investments
involves risk, including the possibility of a total loss of
principal. Investors should read the security’s offering
documentation prior to making an investment decision.
STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Introduction to Leveraged
Performance PLUSSM
Performance Leveraged Upside SecuritiesSM
(PLUSSM) represent a Leveraged Performance strategy that
can be used to achieve specific investment objectives through
various risk-reward profiles. Common applications include:
Using PLUSSM as an enhanced alternative to
traditional investments. PLUSSM offers investors an
opportunity to enhance portfolio returns while being exposed to
similar downside market risk relative to a direct investment in the
underlying asset, provided that the PLUSSM are held to
maturity. In exchange for leverage within a range of performance,
most PLUSSM returns are subject to a maximum payment at
maturity, and all payments on the PLUSSM are subject to
the credit risk of the issuer. This leverage feature may provide
investors with enhanced returns relative to a direct investment in
the underlier. Similar to traditional investments,
PLUSSM generally have one-for-one downside exposure.
For PLUSSM linked to equities, the performance of the
equity underliers are typically calculated on a price-return basis,
and therefore the payout on the PLUSSM will not reflect
any dividends paid on the underlier that you would receive with a
direct investment in the equity. Accordingly, the
Key Features |
Key Risks |
1 |
Leveraged upside exposure
within a range of price performance |
1 |
Risk of loss of principal at
maturity and increased loss if not held to maturity |
2 |
Similar downside market risk to owning an
investment directly with one-for-one downside exposure |
2 |
All payments subject to the credit risk of
the issuer |
3 |
Most PLUSSM have maturities of
approximately 6 to 36 months |
3 |
No interest payments or dividends. Unless
specified, PLUSSM linked to equities will be calculated
on a price-return basis. |
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Investing in PLUSSM involves
risks. See “Selected Risk Considerations.”
Asset allocation does not assure a
profit or guarantee that you will not suffer a loss in declining
financial markets.
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performance comparisons in this document are based on the price
return of the underliers. If a specific PLUSSM is linked
to an underlier calculated on a total-return basis, it will be
specified in the applicable offering document.
Using PLUSSM to diversify underlying asset class
exposure. To assist in portfolio allocation, Morgan Stanley
Wealth Management regularly offers PLUSSM tied to the
performance of major benchmark indexes such as the S&P
500® Index, Dow Jones Industrial Average,SM
Nasdaq-100 Index®, MSCI Emerging Markets
IndexSM and MSCI EAFE Index®, as well as more
tactical PLUSSM linked to current market themes and a
variety of asset classes. However, PLUSSM are debt
securities of the applicable issuer, they do not
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the most
common PLUSSM structures (Bull, Buffered and Bear
PLUS,SM Trigger PLUSSM and Dual Directional
Trigger PLUSSM). Other variations of PLUSSM
are possible, but they are not discussed in this material. |
STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Bull PLUSSM
For
investors who believe markets will appreciate in the near term,
Bull PLUSSM generally pay double or triple the price
return of the underlier up to a maximum payment at maturity. In
moderately bullish markets, the leverage feature can outperform a
direct investment.
The leverage factor means fewer dollars may be allocated to an
underlying strategy to drive comparable upside returns, subject to
the maximum payment at maturity — freeing up assets for other
investments. This approach of reducing the overall dollars invested
in the underlier may help limit potential overall losses in the
investor’s portfolio if the underlier depreciates at maturity,
although the full amount of the investor’s principal investment
will still be exposed to any declines in the underlier level.
Sample Terms |
Maturity |
15 Months |
Upside
leverage |
200% |
Maximum payment at
maturity |
116% |
Downside
risk |
100% |
This example is for hypothetical purposes only.
Enhanced upside exposure subject
to a maximum payment at maturity, full downside
risk. |
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STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Bull PLUSSM Sample Returns at
Maturity |
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This example is for hypothetical
purposes only and does not cover the complete range of possible
payouts at maturity. |
* Excluding dividends |
Similar to traditional investments, you could lose some or all of
your initial investment in Bull PLUSSM if the underlier
depreciates.
Investors can use Bull PLUSSM to complement existing
long market exposure. For example, an investor may choose to
replace 20% of an allocation in a broad market index
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with a PLUSSM based on the same index. This strategy
enables an investor to enhance overall portfolio performance in
moderately bullish markets while being exposed to similar downside
market risk, provided that the PLUSSM are held to
maturity. |
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STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Buffered PLUSSM
Investors who are not comfortable retaining full downside exposure
may want to consider Buffered PLUS.SM
Buffered PLUSSM provide a limited buffer against a loss
at maturity and enhanced upside exposure, subject to a maximum
return at maturity. In exchange for this buffer against a modest
decline at maturity, Buffered PLUSSM tend to have lower
maximum payments at maturity or lower upside leverage, as compared
to Bull PLUSSM with the same maturity and the same
underlier.
HOW THE BUFFER FEATURE WORKS.
If the underlier has declined at maturity, as long as it has not
declined by more than the buffer amount (usually 10% to 20% of the
underlier’s initial level), the Buffered PLUSSM will
redeem for par. However, if the underlier declines by more than the
buffer amount, the Buffered PLUSSM will return par minus
any decline below the buffer amount. For example, if the buffer
amount is set at 10% of the underlier’s initial level and at
maturity the underlier has declined by 25%, the Buffered
PLUSSM will redeem for a 15% loss (or 85% of the amount
initially invested).
Sample Terms |
Maturity |
30 Months |
Upside leverage |
200% |
Maximum payment at
maturity |
118% |
Buffer amount |
10% |
This example is for hypothetical purposes only.
Enhanced upside exposure subject to a maximum payment at
maturity, limited buffer against loss at maturity.
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STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Buffered PLUSSM Sample Returns at
Maturity |
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This example is for hypothetical
purposes only and does not cover the complete range of possible
payouts at maturity. |
* Excluding dividends |
Buffered PLUSSM can be used by investors who are
moderately bullish and wish to complement a long position with a
more defensive strategy.
STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Bear PLUSSM
Bear
PLUSSM are designed to generate positive returns in a
declining market. Bear PLUSSM typically pay a return
equal to two or three times any market decline, subject to a
maximum payment at maturity. If the underlier appreciates at
maturity, Bear PLUSSM will redeem for a loss.
Traditional “short” strategies may be difficult for individuals to
implement and may expose investors to unlimited potential loss.
Bear PLUSSM can be an effective way for investors to
execute a bear market view or hedge a portfolio. Bear
PLUSSM limit investor loss to a percentage of the amount
invested, 90%, for example, but never more than the original
investment. Having paid for the Bear PLUSSM at issuance,
an investor in Bear PLUSSM is not required to post any
collateral that might be required to invest in a traditional short
strategy.
Sample Terms |
Maturity |
6 Months |
Downside leverage |
200% |
Maximum payment at
maturity |
115% |
Maximum loss at maturity |
90% |
This example is for hypothetical purposes only.
Leveraged inverse exposure subject
to a maximum payment at maturity, with downside
risk. |
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STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Bear PLUSSM Sample Returns at
Maturity |
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This example is for hypothetical
purposes only and does not cover the complete range of possible
payouts at maturity. |
* Excluding dividends |
STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Trigger PLUSSM
Investors who are able to withstand full downside exposure, but
seek the repayment of principal in the event of a decline of the
underlier up to (or, up to or including, as applicable) a specified
level, may want to consider the Trigger PLUS.SM
Trigger PLUSSM provide for enhanced upside exposure,
subject to a maximum return at maturity, and provide for the
repayment of principal, provided that the underlier does not
depreciate to (or to or below, as applicable) the specified trigger
level at maturity. Trigger PLUSSM tend to have lower
maximum payments at maturity as compared to the Bull
PLUS,SM but may have higher maximum payments at maturity
as compared to the Buffered PLUSSM with the same
maturities and underliers.
HOW THE TRIGGER FEATURE WORKS.
If the underlier has declined at maturity but it has not declined
to (or to or below, as applicable) the trigger level (usually 15%
to 30% below the underlier’s initial level), the Trigger
PLUSSM will redeem for par. However, if the underlier
has declined to (or to or below, as applicable) the trigger level,
the Trigger PLUSSM will return par minus the full
decline of the underlier from its initial level. For example, if
the trigger level is set 25% below the underlier’s initial level
and at maturity the underlier has declined by less than (or, less
than or equal to, as applicable) 25%, the Trigger PLUSSM
will redeem for par. However, if the underlier has declined by 25%
or more (or, more than 25%, as applicable), for example, 32%, then
the Trigger PLUSSM will redeem for
Enhanced upside exposure subject to a maximum
payment at maturity, repayment of principal up to a trigger level
and full downside risk beyond the trigger level. |
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Sample Terms |
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Maturity |
60 Months |
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Maximum Payment at
Maturity |
130% |
Upside leverage |
200% |
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Trigger level |
85% |
This example is for hypothetical
purposes only |
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a
32% loss (or 68% of the amount initially invested).Therefore, the
full principal is at risk.
Trigger PLUSSM can be used by investors who are
moderately
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bullish and do not anticipate that the underlier will decline to
(or to or below, as applicable) the stated trigger level at
maturity.
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STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Trigger PLUSSM Sample Returns at
Maturity |
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This example is for hypothetical
purposes only and does not cover the complete range of possible
payouts at maturity. |
* Excluding dividends |
STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Dual Directional Trigger PLUSSM
Investors who are able to withstand full downside exposure, but
seek positive returns for a limited amount of negative performance
of the underlier, provided that the value of the underlier is
greater than (or, greater than or equal to, as applicable) the
specified trigger level at maturity, may want to consider the Dual
Directional Trigger PLUS.SM
Dual Directional Trigger PLUSSM provide for enhanced
upside exposure, subject to a maximum return at maturity, and
provide for the potential to receive unleveraged positive returns
for a limited range of negative performance of the underlier,
provided that the underlier does not depreciate to (or to or below,
as applicable) the specified trigger level at maturity. Dual
Directional Trigger PLUSSM tend to have lower maximum
payments at maturity as compared to the Bull PLUSSM, the
Buffered PLUSSM and the Trigger PLUSSM with
the same maturities and underliers.
HOW THE DUAL DIRECTIONAL TRIGGER
FEATURE WORKS. If the
underlier has declined at maturity, but it has not declined to (or
to or below, as applicable) the trigger level (usually 20% to 40%
below the underlier’s initial level), the Dual Directional Trigger
PLUSSM will redeem for par plus a 1% positive return for
every 1% decline of the underlier. However, if the underlier has
declined to (or to or below, as applicable) the trigger level, the
Dual Directional Trigger PLUSSM will return par minus
the full decline of the underlier from its initial level. For
example, if the
Enhanced upside exposure subject to a maximum
return at maturity, unleveraged positive returns for a limited
range of negative performance of the underlier up to a trigger
level and full downside risk beyond the trigger
level. |
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Sample Terms |
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Maturity |
36 Months |
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Maximum Payment at
Maturity |
150% |
Upside leverage |
125% |
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Trigger level |
70% |
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This example is for hypothetical
purposes only |
STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Dual Directional Trigger PLUSSM
Sample Returns at Maturity |
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This example is for hypothetical
purposes only and does not cover the complete range of possible
payouts at maturity. |
* Excluding dividends |
trigger level is set 25% below
the underlier’s initial level and at maturity the underlier has
declined by 20%, the Dual Directional Trigger PLUSSM
will redeem for a gain of 20% (or 120% of the amount initially
invested). However, if the underlier has declined by 25% or more
(or, more than 25%, as applicable), for example, 32%, then |
the
Dual Directional Trigger PLUSSM will redeem for a 32%
loss (or 68% of the amount initially invested).
Dual Directional Trigger PLUSSM can be used by investors
to enhance returns and potentially outperform the underlier
in
moderately bullish scenarios and moderately bearish scenarios,
provided that the underlier does not decline by more than (or, more
than or equal to, as applicable) the stated trigger level at
maturity.
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moderately bullish scenarios and moderately bearish scenarios,
provided that the underlier does not decline by more than (or, more
than or equal to, as applicable) the stated trigger level at
maturity. |
STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Introduction to Leveraged
Performance Jump Securities
Jump
Securities represent a Leveraged Performance strategy that can be
used to achieve specific investment objectives through various
risk-reward profiles.
Common
applications include:
Using Jump Securities as an enhanced alternative to traditional
investments. Jump Securities offer investors an opportunity to
enhance portfolio returns while being exposed to similar downside
market risk relative to a direct investment in the underlying
asset, provided that the Jump Securities are held to maturity. In
exchange for a fixed return if the underlying asset has
appreciated, most Jump Securities returns are subject to a fixed,
limited upside return, and all payments on the Jump Securities are
subject to the credit risk of the issuer. This fixed payment
feature may provide investors with enhanced returns relative to a
direct investment in the underlier within a certain range of
performance. Similar to traditional investments, Jump Securities
generally have one-for-one downside exposure. For Jump Securities
linked to equities, the performance of the equity underliers are
typically calculated on a price-return basis, and therefore the
payout on the Jump Securities will not reflect any dividends paid
on the underlier that you would receive with a direct investment in
the equity.
Key Features |
Key Risks |
1 |
Provides a fixed return if
the underlier appreciates at maturity |
1 |
Risk of loss of principal
at maturity and increased loss if not held until maturity |
2 |
Similar downside market risk to owning
an investment directly with one-for-one downside exposure |
2 |
All payments subject to the credit risk
of the issuer |
3 |
Most Jump Securities have maturities of
15 to 60 months |
3 |
No interest payments or dividends |
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Accordingly, the performance comparisons in this document are based
on the price return of the underliers. If specific Jump Securities
are linked to an underlier calculated on a total-return basis, it
will be specified in the applicable offering document.
Using Jump Securities to diversify underlying asset class exposure.
To assist in portfolio allocation, Morgan Stanley Wealth Management
regularly offers Jump Securities tied to the performance of major
benchmark indexes such as the S&P 500® Index, Dow
Jones Industrial Average,SM The EURO STOXX
50® Index, MSCI Emerging Markets IndexSM and
MSCI EAFE Index®, as well as more tactical Jump
Securities linked to current market themes and a variety of asset
classes. However, Jump
Securities are debt securities of the
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applicable issuer, they do not provide investors with ownership of
the underlying assets and all payments on the Jump Securities are
subject to the credit risk of that issuer. This material addresses
the most common Jump Securities structure. Other variations of Jump
Securities are possible (i.e., inclusion of a trigger feature or a
dual directional trigger feature as discussed in the
PLUSSM section), but they are not discussed in detail in
this section of the material.
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STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Jump Securities
Investors who are able to withstand full downside exposure, but
seek a fixed positive return if the underlier appreciates (or
remains unchanged or appreciates, as applicable), may want to
consider Jump Securities.
Jump Securities provide for enhanced upside exposure, subject to a
fixed return at maturity, provided that the underlier does not
depreciate at maturity. Jump Securities tend to have lower maximum
payments at maturity as compared to the Bull PLUSSM with
the same maturities and underliers.
HOW THE JUMP FEATURE WORKS.
If the underlier has appreciated (or remained unchanged or
appreciated, as applicable) at maturity, the Jump Securities will
redeem for par plus a fixed return. For example, if the underlier
has appreciated by any amount, e.g., 5%, at maturity, the Jump
Securities will return par plus a fixed amount of 13%. However, if
the underlier has appreciated by more than 13%, in this example,
e.g., 25%, the Jump Securities will return par plus the fixed
amount of 13% and will underperform a direct investment. However,
at maturity, if the underlier has declined below its initial level,
the Jump Securities will return par minus the full decline of the
underlier from its initial level. For example, if the underlier has
depreciated by 30%, the Jump Securities will redeem for a 30% loss
(or 70% of the amount initially invested).
Jump Securities can be used by investors who are moderately
bullish, but do not anticipate that the underlier will appreciate
(or remain unchanged or appreciate, as applicable) by more than the
stated fixed return amount.
Enhanced upside exposure subject to a fixed
return at maturity; full downside risk. |
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Sample Terms |
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Maturity |
24 Months |
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Potential fixed return |
13% |
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This example is for hypothetical
purposes only |
STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Jump Securities Sample Returns at
Maturity |
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This example is for hypothetical
purposes only and does not cover the complete range of possible
payouts at maturity. |
* Excluding dividends |
STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Who Should Consider Investing in PLUSSM or Jump
Securities?
While investors’ risk tolerance and market views vary,
PLUSSM or
Jump Securities may provide an opportunity to customize the
market
risk and return profile of a traditional investment
portfolio.
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A market leader in equity,
currency, fixed income and commodity markets, Morgan Stanley Wealth
Management is well-positioned to deliver innovative solutions to
help meet our clients’ specific investment needs. We continue to
extend our range of Structured Investments offerings beyond
traditional asset classes, and today our product platform includes
Structured Investments that cover many segments of the financial
markets, giving you the opportunity to diversify underlying asset
class exposure. However, all payments on the PLUSSM and
Jump Securities are subject to the credit risk of the relevant
issuer. |
Your Financial Advisor can help you determine how PLUSSM
or Jump Securities might work best in your portfolio, based on your
unique investment goals, time horizon and risk tolerance. |
For more information on PLUS,SM Jump Securities or other
Morgan Stanley Structured Investments offerings, please contact
your Financial Advisor. |
STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Selected Risk
Considerations
An investment in Structured Investments involves risks and the
market price of the PLUSSM or Jump Securities may be
influenced by many unpredictable factors.
These factors can include, but are not limited to:
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Changes in the value of the
underlying asset at any time |
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· |
The volatility (frequency and
magnitude of changes in value) of the underlying asset |
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· |
The dividend yield on the
underlier |
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· |
Geopolitical conditions and other
events |
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Changes in the interest and yield
rates in the market |
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· |
Time remaining to maturity |
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Any actual or anticipated changes
in the issuer’s credit ratings or credit spreads |
The PLUSSM or Jump Securities will not be listed on
any securities exchange and secondary trading may be
limited.
The PLUSSM or Jump Securities will not be listed on any
securities exchange and there may be little or no secondary market
for the PLUSSM or Jump Securities. The issuer of the
PLUSSM or Jump Securities may, but is not obligated to,
make a market in the PLUSSM or Jump Securities, and, if
it once chooses to make a market, may cease doing so at any time.
When it does make a market, it will generally do so for
transactions of routine secondary market size at prices based on
its estimate of the current value of the PLUSSM or Jump
Securities, taking into account its bid/offer spread, the issuer’s
credit spreads, market volatility, the notional size of the
proposed sale, the cost of unwinding any related hedging positions,
the time remaining to maturity and the likelihood that it will be
able to resell the PLUSSM or Jump Securities. Even if
there is a secondary market, it may not provide enough liquidity to
allow you to trade or sell the PLUSSM or Jump Securities
easily. Since other broker-dealers may not participate
significantly in the secondary market for the PLUSSM or
Jump Securities, the price at which you may be able to trade your
PLUSSM or Jump Securities is likely to depend on the
price, if any, at which the issuer is willing to transact. If the
issuer does not make a market in the PLUSSM or Jump
Securities, it is likely that there will not be a secondary market
for the PLUSSM or Jump Securities. Accordingly, you
should be willing to hold your PLUSSM or Jump Securities
to maturity.
The PLUSSM or Jump Securities are subject to the
credit risk of the issuer, and any actual or anticipated changes to
its credit ratings or credit spreads may adversely affect the
market value of the PLUSSM or Jump Securities.
You are dependent on the issuer’s ability to pay all amounts due on
the PLUSSM or Jump Securities at maturity, and,
therefore, you are subject to the credit risk of the issuer. If the
issuer defaults on its obligations under the PLUSSM or
Jump Securities, your investment would be at risk and you could
lose some or all of your investment. As a result, the market value
of the PLUSSM or Jump Securities prior to maturity will
be affected by changes in the market’s view of the issuer’s
creditworthiness. Any actual or anticipated decline in the issuer’s
credit ratings or increase in the credit spreads charged by the
market for taking the issuer’s credit risk is likely to adversely
affect the market value of the PLUSSM or Jump
Securities.
The rate the issuer is willing to pay for securities of this
type, maturity and issuance size is likely to be lower than the
rate implied by the issuer’s secondary market credit spreads and
advantageous to us. Both the lower rate and the inclusion of costs
associated with issuing, selling, structuring and hedging the
PLUSSM or Jump Securities in the original issue price
reduce the economic terms of the PLUSSM or Jump
Securities, cause the estimated value of the PLUSSM or
Jump Securities to be less than the original issue price and will
adversely affect secondary market prices.
Assuming no change in market conditions or any other relevant
factors, the prices, if any, at which dealers may be willing to
purchase the PLUSSM or Jump Securities in secondary
market transactions will likely be significantly lower than the
original issue price, because secondary market prices will exclude
the issuing, selling, structuring and hedging-related costs that
are included in the original issue price and borne by you and
because the secondary market prices will reflect
the issuer’s secondary market credit spreads and the bid-offer
spread that any dealer would charge in a secondary market
transaction of this type as well as other factors.
The inclusion of the costs of issuing, selling, structuring and
hedging the PLUSSM or Jump Securities in the original
issue price and the lower rate the issuer is willing to pay as the
issuer make the economic terms of the PLUSSM or Jump
Securities less favorable to you than they otherwise would be.
However, because the costs associated with issuing, selling,
structuring and hedging the PLUSSM or Jump Securities
are not fully deducted upon issuance, for a period following the
issue date, to the extent that the agent may buy or sell the
PLUSSM or Jump Securities in the secondary market,
absent changes in market conditions, including those related to the
underlying shares, and to the issuer’s secondary market credit
spreads, it would do so based on values higher than the estimated
value, and the issuer expects that those higher values will also be
reflected in your brokerage account statements.
In addition, the costs included in the original issue price of a
structured investment will include a fee paid to LFT Securities,
LLC, an entity in which an affiliate of Morgan Stanley Wealth
Management has an ownership interest, for providing certain
electronic platform services with respect to the offering.
The estimated value of the PLUSSM or Jump Securities
is determined by reference to the issuer’s pricing and valuation
models, which may differ from those of other dealers and is not a
maximum or minimum secondary market price.
These pricing and valuation models are proprietary and rely in part
on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect.
As a result, because there is no market-standard way to value these
types of securities, the issuer’s models may yield a higher
estimated value of the PLUSSM or Jump Securities than
those generated by others, including other dealers in the market,
if they attempted to value the PLUSSM or Jump
Securities. In addition, the estimated value on the pricing date
does not represent a minimum or maximum price at which dealers,
including the issuer’s affiliate, would be willing to purchase your
PLUSSM or Jump Securities in the secondary market (if
any exists) at any time. The value of your PLUSSM or
Jump Securities at any time after the date of the applicable
pricing supplement will vary based on many factors that cannot be
predicted with accuracy, including the issuer’s creditworthiness
and changes in market conditions. See also “An investment in
Structured Investments involves risks and the market price of the
PLUSSM or Jump Securities may be influenced by many
unpredictable factors” above.
Investing in the PLUSSM or Jump Securities is not
equivalent to investing in the underlying asset.
Investing in the PLUSSM or Jump Securities is not
equivalent to investing in the underlying asset. As an investor in
the PLUSSM or Jump Securities, you will not have voting
rights or rights to receive dividends or other distributions or any
other rights with respect to the underlying asset.
Governmental regulatory actions, such as sanctions, could
adversely affect your investment in the PLUSSM or Jump
Securities. Governmental regulatory actions, including, without
limitation, sanctions-related actions by the U.S. or a foreign
government, could prohibit or otherwise restrict persons from
holding particular PLUSSM or Jump Securities or the
underlying asset, or engaging in transactions in them, and any such
action could adversely affect the value of the underlying asset.
These regulatory actions could result in restrictions on particular
PLUSSM or Jump Securities and could result in the loss
of a significant portion or all of your initial investment in such
PLUSSM or Jump Securities, including if you are forced
to divest such PLUSSM or Jump Securities due to the
government mandates, especially if such divestment must be made at
a time when the value of such PLUSSM or Jump Securities
has declined.
STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
Risk Considerations Applicable to PLUSSM
Generally, PLUSSM do not pay interest or guarantee
return of principal.
The terms of the PLUSSM differ from those of ordinary
debt securities in that the issuer does not guarantee to pay you
the principal amount of the PLUSSM at maturity and
generally do not pay you interest on the PLUSSM.
Instead, at maturity you will receive for each PLUSSM
that you hold an amount in cash based on the final value of the
underlying asset. If the final value of the underlying asset is
less than its initial value, in the case of bull market
PLUS,SM or is greater than its initial value, in the
case of bear market PLUS,SM you will lose some or all of
your investment.
Your appreciation potential is limited.
Risk Considerations Applicable to Jump Securities
Generally, Jump Securities do not pay interest or guarantee
return of principal.
The terms of the Jump Securities differ from those of ordinary debt
securities in that issuer does not guarantee to pay you the
principal amount of the Jump Securities at maturity and generally
do not pay you interest on the Jump Securities. Instead, at
maturity you will receive for each Jump Security that you hold an
amount in cash based on the final value of the underlying asset. If
the final value of the underlying asset is less than its initial
value, you will receive an amount in cash that is less than the
stated principal amount of each Jump Security by an amount
proportionate to the decline in the closing value of the underlying
asset, and you will lose money on your investment.
Your appreciation potential is limited.
The appreciation potential of the Jump Securities is generally
limited by the maximum payment at maturity. You will not benefit
from any significant appreciation of the underlier.
Important Information and Qualifications
This material was prepared by sales, trading or other nonresearched
personnel of Morgan Stanley Smith Barney LLC (together with its
affiliates, “Morgan Stanley Wealth Management”). This material was
not produced by a Morgan Stanley & Co. LLC (“Morgan Stanley
& Co.”) or Morgan Stanley Wealth Management research analyst,
although it may refer to a Morgan Stanley & Co. or Morgan
Stanley Wealth Management research analyst or report. Unless
otherwise indicated, these views (if any) are the author’s and may
differ from those of the aforementioned research departments or
others in the firms.
An investment in structured investments may not be appropriate for
all investors. These investments involve substantial risks. The
appropriateness of a particular investment or strategy will depend
on an investor’s individual circumstances and objectives. This
material does not provide individually tailored investment advice
nor does it offer tax, regulatory, accounting or legal advice.
We remind investors that these investments are subject to market
risk and will fluctuate in value. The investments discussed or
recommended in this communication may not be appropriate for
investors depending upon their specific investment objectives and
financial position. No representation or warranty is made that any
returns indicated will be achieved. Potential investors should be
aware that certain legal, accounting and tax restrictions, margin
requirements, commissions and other transaction costs may
significantly affect the economic consequences of the transactions
discussed herein. The information and analyses contained herein are
not intended as tax, legal or investment advice and may not be
appropriate for your specific circumstances.
Hypothetical performance results have inherent limitations. There
are frequently sharp differences between hypothetical and actual
performance results subsequently achieved by any particular trading
strategy. Hypothetical performance results do not represent actual
trading and are generally designed with the benefit of hindsight.
They cannot account for all factors associated with risk, including
the impact of financial risk in actual trading or the ability to
withstand losses or to adhere to a particular trading strategy in
the face of trading losses. There are numerous other factors
related to the markets in general or to the implementation of any
specific trading strategy that cannot be fully accounted for in the
preparation of hypothetical performance results and all of which
can adversely affect actual trading results.
The appreciation potential of the PLUSSM is generally
limited by the maximum payment at maturity. Although the leverage
factor provides increased exposure to any increase, in the case of
a bull market PLUS,SM or decrease, in the case of a bear
market PLUS,SM in the value of the underlying asset at
maturity, the payment at maturity will never exceed the maximum
payment at maturity, which will be a fixed percentage over the
original public offering price per PLUS.SM
Further, except for certain Buffered PLUS,SM you will be
fully exposed to any decrease, in the case of a bull market
PLUS,SM or increase, in the case of a bear market
PLUS,SM in the value of the underlying asset at
maturity. As a result, you may lose some or all of your investment
in the PLUS.SM
These materials may not be distributed in any jurisdiction where it
is unlawful to do so. The products described in this communication
may not be marketed or sold or be available for offer or sale in a
number of jurisdictions where it is unlawful to do so. This
publication is disseminated in Japan by Morgan Stanley Japan
Limited; in Hong Kong by Morgan Stanley Dean Witter Asia Limited;
in Singapore by Morgan Stanley Dean Witter Asia (Singapore) Pte.,
regulated by the Monetary Authority of Singapore, which accepts
responsibility for its contents; in Australia by Morgan Stanley
Dean Witter Australia Limited A.B.N. 67 003 734 576, a licensed
dealer, which accepts responsibility for its contents; in Canada by
Morgan Stanley Canada
Limited, which has approved of, and has agreed to take
responsibility for, the contents of this publication in Canada; in
Spain by Morgan Stanley, S.V., S.A., a Morgan Stanley group
company, which is supervised by the Spanish Securities Markets
Commission (CNMV) and states that this document has been written
and distributed in accordance with the rules of conduct applicable
to financial research as established under Spanish regulations; in
the United States by Morgan Stanley & Co., which accepts
responsibility for its contents; and in the United Kingdom, this
publication is approved by Morgan Stanley & Co. International
PLC, solely for the purposes of section 21 of the Financial
Services and Markets Act 2000 and is distributed in the European
Union by Morgan Stanley & Co. International PLC, except as
provided above. Private UK investors should obtain the advice of
their Morgan Stanley & Co. International PLC representative
about the investments concerned. In Australia, this publication,
and any access to it, is intended only for “wholesale clients”
within the meaning of the Australian Corporations Act. Third-party
data providers make no warranties or representations of any kind
relating to the accuracy, completeness or timeliness of the data
they provide and shall not have liability for any damages of any
kind relating to such data.
Any estimates, projections or predictions (including in tabular
form) given in this communication are intended to be
forward-looking statements. Although Morgan Stanley Wealth
Management believes that the expectations in such forward-looking
statements are reasonable, it can give no assurance that any
forward-looking statements will prove to be correct. Such estimates
are subject to actual known and unknown risks, uncertainties and
other factors that could cause actual results to differ materially
from those projected.
These forward-looking statements speak only as of the date of this
communication. Morgan Stanley Wealth Management expressly disclaims
any obligation or undertaking to update or revise any
forward-looking statement contained herein to reflect any change in
its expectations or any change in circumstances upon which such
statement is based.
This material was not intended or written to be used, and it cannot
be used by any taxpayer, for the purpose of avoiding penalties that
may be imposed on the taxpayer under US federal tax laws. Prior to
entering into any proposed transaction, recipients should
determine, in consultation with their own investment, legal, tax,
regulatory and accounting advisors, the economic risks and merits,
as well as the legal, tax, regulatory and accounting
characteristics and consequences, of the transaction.
Each relevant issuer has separately filed a registration statement
(including a prospectus), and will file a pricing supplement, with
the SEC for any offering to which this communication relates.
Before you invest in any offering, you should read the prospectus
in that registration statement, the applicable pricing supplement
and other
STRUCTURED INVESTMENTS LEVERAGED PERFORMANCE: PLUSSM AND
JUMP SECURITIES
documents such issuer has filed with the SEC for more complete
information about that issuer and that offering. You may get these
documents free of charge by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, the relevant issuer, any underwriter or
any dealer participating in any offering will arrange to send you
the prospectus if you request it by calling toll- free
1-(800)-584-6837.
The trademarks and service marks contained herein are the property
of their respective owners. Additional information on recommended
securities discussed herein is available on request. This
communication or any portion hereof, may not be reprinted, resold
or redistributed without the prior written consent of Morgan
Stanley.
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