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MORGAN STANLEY — Capital/Financing Update 2010
Oct 28, 2010
29766_rns_2010-10-28_8ce89107-4dfc-4292-bf46-b4364c2da397.zip
Capital/Financing Update
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November 2010 Preliminary Terms No. 568 Registration Statement No. 333-156423 Dated October 28, 2010 Filed pursuant to Rule 433
STRUCTURED INVESTMENTS
Opportunities in Currencies
Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
Brazilian real + Canadian dollar + Norwegian krone + Russian ruble + South African rand
Currency-Linked Partial Principal at Risk Securities provide investors with exposure to an individual currency or a basket of currencies and the repayment of a substantial percentage of the principal amount if held to maturity. They are for investors who are willing to risk loss of some of their initial investment and forgo market interest rates in exchange for the minimum payment amount of 90% of principal at maturity, interest at a rate of 2.00% per annum and upside exposure to the underlying currency or basket of currencies. The return on the securities will be based on the performance of the basket of five currencies relative to the U.S. dollar. The securities are senior unsecured obligations of Morgan Stanley, and all payments on the securities, including the minimum payment amount, are subject to the credit risk of Morgan Stanley.
| SUMMARY TERMS — Issuer: | Morgan Stanley | ||
|---|---|---|---|
| Aggregate principal amount: | $ | ||
| Issue price: | $1,000 per security (See “ Commissions and Issue Price ” below) | ||
| Stated principal amount: | $1,000 per security | ||
| Pricing date: | November 23, 2010 | ||
| Original issue date: | November 29, 2010 (3 business days after the pricing date) | ||
| Maturity date: | May 22, 2015 | ||
| Minimum payment amount: | $900 per security (90% of the stated principal amount) | ||
| Interest: | 2.00% per annum | ||
| Interest payment period | Semi-annually | ||
| Interest payment dates: | Each May 22 and November 22, beginning May 22, 2011, provided that if any such day is not a business day, that interest payment will be made on the next succeeding business day and no adjustment will be made to any interest payment made on that succeeding business day. | ||
| Basket: | The basket consists of three emerging markets currencies and two developed market currencies (equally weighted among themselves) valued relative to the U.S. dollar (each a “basket currency”), as follows: | ||
| Basket Currencies | Weighting | ||
| Brazilian real (“BRL”) | 20% | ||
| Canadian dollar (“CAD”) | 20% | ||
| Norwegian krone (“NOK”) | 20% | ||
| Russian ruble (“RUB”) | 20% | ||
| South African rand (“ZAR”) | 20% | ||
| Payment at maturity: | If the basket appreciates relative to the U.S. dollar (i.e. the basket performance is positive): $1,000 + supplemental redemption amount If the basket depreciates or does not appreciate relative to the U.S. dollar (i.e. the basket performance is zero or negative): $1,000 + ($1,000 x basket performance), subject to the minimum payment amount If the basket depreciates, the basket performance will be negative and the payment at maturity will be less than the stated principal amount of $1,000 per security by an amount that is proportionate to the percentage depreciation of the basket. However, under no circumstances will the payment at maturity be less than the minimum payment amount of $900 per security. | ||
| Supplemental redemption amount: | $1,000 times the basket performance times the participation rate. | ||
| Basket performance: | Sum of the currency performance values of each of the basket currencies | ||
| Participation rate: | 100% | ||
| Currency performance: | With respect to each basket currency : (initial exchange rate / final exchange rate) – 1 Under the terms of the securities, a positive currency performance means the basket currency has appreciated relative to the U.S. dollar, while a negative currency performance means the basket currency has depreciated relative to the U.S. dolla r. | ||
| Currency performance value: | With respect to each basket currency, the weighted percentage appreciation or depreciation of such basket currency as represented by the following formula: currency performance x weighting | ||
| Initial exchange rate: | With respect to each basket currency, the exchange rate on the pricing date | ||
| Final exchange rate: | With respect to each basket currency, the exchange rate on the valuation date | ||
| Exchange rate: | With respect to each basket currency, the rate for conversion of units of such basket currency into one U.S. dollar, as determined by reference to the applicable reference source described herein. | ||
| Valuation date: | May 19, 2015 | ||
| CUSIP / ISIN: | 617482KD5 / US617482KD50 | ||
| Listing: | The securities will not be listed on any securities exchange. | ||
| Agent: | Morgan Stanley & Co. Incorporated (“MS & Co.”), a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.” | ||
| Commissions and Issue Price: | Price to Public (1) | Agent’s Commissions (1)(2) | Proceeds to Issuer |
| Per Security | 100% | 3.00% | 97.00% |
| Total | $ | $ | $ |
(1) The actual price to public and agent’s commissions for a particular investor may be reduced for volume purchase discounts depending on the aggregate amount of securities purchased by that investor. The lowest price payable by an investor is $990.00 per security. Please see “Syndicate Information” on page 9 for further details.
(2) Selected dealers, including Morgan Stanley Smith Barney LLC (an affiliate of the Agent), and their financial advisors will collectively receive from the Agent, MS & Co., a fixed sales commission of 3.00% for each security they sell. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement.
You should read this document together with the related prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below, before you decide to invest.
EFPlaceholder Prospectus Supplement dated October 27, 2010
EFPlaceholder Prospectus dated December 23, 2008
The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.
Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
Investment Overview
The Currency-Linked Partial Principal at Risk Securities due May 22, 2015 (the “securities”), provide investors with an interest rate of 2.00% per annum, payable semi-annually regardless of the performance of the basket, and the opportunity to gain 100% participation to a basket of five currencies (equally weighted among themselves) relative to the U.S. dollar , while maintaining 1:1 downside exposure to any depreciation of the basket, subject to the minimum payment amount at maturity of $900 per security.
If, at maturity, the weighted basket of five currencies (the “basket”) has appreciated as a whole relative to the U.S. dollar, the investment will return $1,000 plus 100% of the amount of such appreciation (e.g. a 10% appreciation of the basket relative to the U.S. dollar will return 100% of principal plus an additional $100 per security at maturity). If, at maturity, the basket has depreciated, the payment per security will be less than the $1,000 principal amount of securities by an amount proportionate to the depreciation of the basket, subject to the minimum payment amount of $900 per security. All payments on the securities, including the minimum payment amount, are subject to the credit risk of Morgan Stanley.
| Maturity: | Approximately 4.5 years |
|---|---|
| Minimum payment amount: | 90% of principal ($900 per security) |
| Interest rate: | 2.00% per annum, regardless of the performance of the basket |
| Participation rate: | 100% |
| Payment at maturity: | (i) If the basket appreciates, Þ $1,000 + supplemental redemption amount (ii) If the basket depreciates, Þ 1:1 downside based on the performance of the basket, subject to the minimum payment amount of $900. Note : If the basket performance is negative (i.e. the basket depreciates relative to the U.S. dollar), the payment at maturity will be less than the stated principal amount of $1,000 per security. If the basket performance is zero, you will receive the stated principal amount of $1,000 per security at maturity. |
November 2010 Page 2
Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
Basket Overview
| Basket Currency | Weighting | Quotation Convention |
|---|---|---|
| Brazilian real (“BRL”) | 20% | # BRL / 1 USD |
| Canadian dollar (“CAD”) | 20% | # CAD / 1 USD |
| Norwegian krone (“NOK”) | 20% | # NOK / 1 USD |
| Russian ruble (“RUB”) | 20% | # RUB / 1 USD |
| South African rand (“ZAR”) | 20% | # ZAR / 1 USD |
Basket Historical Performance January 1, 2005 to October 25, 2010
The graph illustrates the effect of any offset and/or correlation among the basket currencies during such period. The graph does not attempt to show your expected return on an investment in the securities at maturity. You cannot predict the future performance of any of the basket currencies or of the basket as a whole, or whether increases in the value of any of the basket currencies will be offset by decreases in the value of other basket currencies, based on their historical performance.
November 2010 Page 3
Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
How Do Currency Exchange Rates Work?
§ Exchange rates reflect the amount of one currency that can be exchanged for a unit of another currency.
§ The basket performance represents the combined performance of the basket currencies relative to the U.S. dollar as expressed by the exchange rates of the basket currencies from the pricing date to the valuation date.
§ The exchange rate for each of the basket currencies is expressed as the number of units of that currency per U.S. dollar. As a result, a decrease in the exchange rate means that the relevant basket currency has appreciated / strengthened relative to the U.S. dollar. This means that one (1) unit of the relevant basket currency can purchase more U.S. dollars on the valuation date than it did on the pricing date. Viewed another way, it takes fewer of the relevant basket currency to purchase one (1) U.S. dollar on the valuation date than it did on the pricing date.
In the example below, an investor holding U.S. dollars could purchase 1.6956 Brazilian real with $1.00 on the pricing date. If those Brazilian real were converted back into U.S. dollars on the valuation date, the investor would receive $1.10 (i.e., 110% of the original $1.00) because 1.54145 Brazilian real would be exchanged for $1.00, and the remaining 0.15415 Brazilian real would be exchanged for an additional $0.10 at an exchange rate of 1.54145 Brazilian real per dollar on the valuation date. Accordingly, from the point of view of a U.S. dollar investor, the Brazilian real has strengthened relative to the U.S. dollar by 10%:
| Pricing Date (# BRL / 1 USD) | Valuation Date (# BRL / 1 USD) |
|---|---|
| 1.6956 | 1.54145 |
Conversely, an increase in the exchange rate means that the relevant basket currency has depreciated / weakened relative to the U.S. dollar. This means that one (1) unit of the relevant basket currency can purchase fewer U.S. dollars on the valuation date than it did on the pricing date. Viewed another way, it takes more of the relevant basket currency to purchase one (1) U.S. dollar on the valuation date than it did on the pricing date.
In the example below, an investor holding U.S. dollars could purchase 1.6956 Brazilian real with $1.00 on the pricing date. If those Brazilian real were converted back into U.S. dollars on the valuation date, the investor would receive $0.90 (i.e., 90% of the original $1.00) because the 1.6956 Brazilian real held by the investor would be exchanged for only $0.90 at an exchange rate of 1.884 real per dollar on the valuation date. Accordingly, from the point of view of a U.S. dollar investor, the Brazilian real has weakened relative to the U.S. dollar by 10%:
| Pricing Date (# BRL / 1 USD) | Valuation Date (# BRL / 1 USD) |
|---|---|
| 1.6956 | 1.884 |
Actual exchange rates on the pricing date and the valuation date will vary from those used in the examples above.
November 2010 Page 4
Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
Key Benefits
Exposure to currencies is a component of asset class diversification. Investors who believe they have underweight exposure to the foreign currencies in the basket, overweight exposure to the U.S. dollar, or those concerned about the risks associated with investing directly in currencies can use the securities to gain exposure to the basket currencies. The securities also provide for the minimum payment amount of 90% of principal at maturity and an interest rate of 2.00% per annum, payable semi-annually, regardless of the performance of the basket.
| Access | § Exposure to a basket of five currencies valued relative to the U.S. dollar. § Diversification of underlying asset class exposure. |
|---|---|
| Interest rate | § 2.00% per annum, regardless of the performance of the basket. |
| Minimum payment amount | § The securities provide for the repayment of 90% of principal ($900 per security) at maturity regardless of the performance of the basket. |
| Best Case Scenario | § The basket appreciates and the securities return par plus 100% uncapped upside participation in the appreciation of the basket. |
| Worst Case Scenario | § The basket depreciates and the securities redeem for less than the $1,000 stated principal amount by an amount proportionate to the depreciation of the basket as a whole, subject to the minimum payment amount of $900 per security (90% of the stated principal amount). You will still receive the semi-annual Interest payments if this occurs. |
Summary of Key Risks (see page 13)
§ The securities provide a minimum payment amount of only 90% of principal.
§ The return on your investment in the securities may be less than the amount that would be paid on conventional debt securities issued by us with similar maturities.
§ The securities are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to its credit ratings and credit spreads may adversely affect the market value of the securities.
§ Currency exchange risk.
§ Government intervention could materially and adversely affect the value of the securities.
§ The recent global financial crisis may heighten currency exchange risks.
§ Many unpredictable factors will affect the value of the securities.
§ Even though the basket currencies trade around-the-clock, the securities will not.
§ Changes in the value of one or more of the basket currencies may offset each other.
§ Consisting mostly of emerging markets currencies, the basket is subject to an increased risk of significant adverse fluctuations.
§ The inclusion of commissions and projected profit from hedging in the original issue price is likely to adversely affect secondary market prices.
§ The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the securities.
§ The securities will not be listed on any securities exchange and secondary trading may be limited.
§ Hedging and trading activity by our subsidiaries could potentially adversely affect the exchange rates of the basket currencies.
November 2010 Page 5
Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
Fact Sheet
The securities offered are senior unsecured obligations of Morgan Stanley, pay interest semi-annually at a rate of 2.00% per annum, provide for upside exposure to the basket of currencies, provide for a minimum payment amount at maturity of only 90% of principal and have the terms described in these preliminary terms, as supplemented by the accompanying prospectus supplement and prospectus. At maturity, an investor will receive for each stated principal amount of securities that the investor holds an amount in cash that may be more than, equal to or less than the stated principal amount based on the performance of the basket as a whole. The securities offered are senior securities issued as part of Morgan Stanley’s Series F Global Medium-Term Notes program . All payments on the securities, including the minimum payment amount, are subject to the credit risk of Morgan Stanley.
| Expected Key Dates — Pricing date : | Original issue date: | Maturity date: |
|---|---|---|
| November 23, 2010 | November 29, 2010 (3 business days after the pricing date) | May 22, 2015 |
| Key Terms | ||
| Issuer: | Morgan Stanley | |
| Aggregate principal amount: | $ | |
| Basket: | The basket consists of three emerging markets currencies and two developed market currencies (equally weighted among themselves) valued relative to the U.S. dollar (each a “basket currency”), as follows: | |
| Basket Currencies | Weighting | |
| Brazilian real (“BRL”) | 20% | |
| Canadian dollar (“CAD”) | 20% | |
| Norwegian krone (“NOK”) | 20% | |
| Russian ruble (“RUB”) | 20% | |
| South African rand (“ZAR”) | 20% | |
| Issue price: | $1,000 per security (See “ Syndicate Information ” on page 9) | |
| Stated principal amount: | $1,000 per security | |
| Interest: | 2.00% per annum | |
| Interest payment period | Semi-annually | |
| Interest payment dates: | Each May 22 and November 22, beginning May 22, 2011, provided that if any such day is not a business day, that interest payment will be made on the next succeeding business day and no adjustment will be made to any interest payment made on that succeeding business day. | |
| Issuer call right: | None | |
| Denominations: | $1,000 and integral multiples thereof | |
| Minimum payment amount: | $900 per security (90% of the stated principal amount) | |
| Payment at maturity: | The following payment at maturity calculation supersedes in its entirety the applicable calculation in “Payment at Maturity” in the accompanying prospectus supplement: If the basket appreciates relative to the U.S. dollar (i.e. the basket performance is positive): $1,000 + supplemental redemption amount If the basket depreciates or does not appreciate relative to the U.S. dollar (i.e. the basket performance is zero or negative): $1,000 + ($1,000 x basket performance), subject to the minimum payment amount If the basket depreciates, the basket performance will be negative and the payment at maturity will be less than the stated principal amount of $1,000 per security by an amount that is proportionate to the percentage depreciation of the basket. However, under no circumstances will the payment at maturity be less than the minimum payment amount of $900 per security. | |
| Supplemental redemption amount: | $1,000 times the basket performance times the participation rate. | |
| Basket performance: | Sum of the currency performance values of each of the basket currencies. | |
| A depreciation of one or more basket currencies will partially or wholly offset any appreciation in any of the other basket currencies such that the basket performance as a whole may be less than zero, in which case you will lose some of your investment. Please see “Hypothetical Payout on the Securities” starting on page 10 for full examples of how to calculate the basket performance at maturity. | ||
| Currency performance: | With respect to each basket currency: (initial exchange rate / final exchange rate) – 1 Under the terms of the securities, a positive currency performance means the basket currency has appreciated relative to the U.S. dollar, while a negative currency performance means the basket currency has depreciated relative to the U.S. dolla r. | |
| Risk Factors: | Please see “Risk Factors” beginning on page 13. | |
| Currency performance value: | With respect to each basket currency, the weighted percentage appreciation or depreciation of such basket currency as represented by the following formula: currency performance x weighting | |
| Participation rate: | 100% |
November 2010 Page 6
Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
| Initial exchange rate: | With respect to each basket currency, the exchange rate as posted on the applicable reference source on the pricing date. | |
|---|---|---|
| Final exchange rate: | With respect to each basket currency, the exchange rate as posted on the applicable reference source on the valuation date. | |
| For a description of how the final exchange rate will be determined if the applicable reference source is unavailable and in certain other circumstances, please see the definition of “exchange rate” under “Description of the Securities – General Terms of the Securities – Some Definitions” in the accompanying prospectus supplement. | ||
| Exchange rate: | With respect to each basket currency, the rate for conversion of units of such basket currency into one U.S. dollar, as determined by reference to the applicable reference source described herein. If any basket currency is lawfully eliminated, converted, redenominated or exchanged by the country that issued such basket currency after the pricing date and prior to the valuation date, the calculation agent, in its sole discretion, will determine the final exchange rate (or make such adjustment to the initial exchange rate) on the valuation date, in accordance with legal requirements and market practice. | |
| Reference Source: | Basket Currencies | Reference Source |
| BRL | Reuters page “BRFR” | |
| CAD | Reuters page “WMRSPOT09” | |
| NOK | Reuters page “WMRSPOT06” | |
| RUB | Reuters page “EMTA” | |
| ZAR | Reuters page “ECB37” | |
| Valuation date: | May 19, 2015 |
| General Information | |
|---|---|
| Listing: | The securities will not be listed on any securities exchange. |
| CUSIP: | 617482KD5 |
| ISIN: | US617482KD50 |
| Minimum ticketing size: | $1,000 / 1 security |
| Tax considerations: | The securities should be treated as “contingent payment debt instruments” for U.S. federal income tax purposes, as described in the section of the accompanying prospectus supplement called “United States Federal Taxation — Tax Consequences to U.S. Holders.” Under this treatment, if you are a U.S. taxable investor, you generally will be subject to annual income tax based on the “comparable yield” (as defined in the accompanying prospectus supplement) of the securities, adjusted upward or downward to reflect the difference, if any, between the actual and projected amount of the contingent payment on the securities. In addition, any gain recognized by U.S. taxable investors on the sale or exchange, or at maturity, of the securities generally will be treated as ordinary income. If the securities were priced on October 26, 2010, the comparable yield for the securities would be a rate of 3.205% per annum, compounded semi-annually; however, the comparable yield will be determined on the pricing date and may be significantly higher or lower than the comparable yield set forth above. The comparable yield and the projected payment schedule for the securities will be provided in the final pricing supplement. You should read the discussion under “United States Federal Taxation” in the accompanying prospectus supplement concerning the U.S. federal income tax consequences of an investment in the securities. |
| The comparable yield and the projected payment schedule will not be provided for any purpose other than the determination of U.S. Holders’ accruals of original issue discount and adjustments in respect of the securities, and we make no representation regarding the actual amounts that will paid on a security. | |
| If you are a non-U.S. investor, please also read the section of the accompanying prospectus supplement called “United States Federal Taxation — Tax Consequences to Non-U.S. Holders. | |
| You should consult your tax adviser regarding all aspects of the U.S. federal income tax consequences of an investment in the securities as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. | |
| Trustee: | The Bank of New York Mellon (as successor trustee to JPMorgan Chase Bank, N.A.) |
| Agent: | MS & Co. |
| Calculation agent: | Morgan Stanley Capital Services Inc. (“MSCS”) |
| Payment currency: | U.S. dollars |
November 2010 Page 7
Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
| Use of proceeds and hedging: | The net proceeds we receive from the sale of the securities will be used for general corporate purposes and, in part, in connection with hedging our obligations under the securities through one or more of our subsidiaries. On or prior to the pricing date, we, through our subsidiaries or others, expect to hedge our anticipated exposure in connection with the securities by taking positions in forwards and options contracts on the basket currencies or positions in any other available currencies or instruments that we may wish to use in connection with such hedging. Such purchase activity could potentially increase the values of the basket currencies relative to the U.S. dollar on the pricing date, and, therefore, increase the value relative to the U.S. dollar that each of the basket currencies must attain on the valuation date before you would receive at maturity a payment that exceeds the stated principal amount of the securities. For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging” in the accompanying prospectus supplement. |
|---|---|
| Benefit plan investor considerations: | Each fiduciary of a pension, profit-sharing or other employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing an investment in the securities. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the Plan. In addition, we and certain of our subsidiaries and affiliates, including MS & Co., may be considered a “party in interest” within the meaning of ERISA, or a “disqualified person” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to many Plans, as well as many individual retirement accounts and Keogh plans (also “Plans”). Prohibited transactions within the meaning of ERISA or the Code would likely arise, for example, if the securities are acquired by or with the assets of a Plan with respect to which MS & Co. or any of its affiliates is a service provider or other party in interest, unless the securities are acquired pursuant to an exemption from the “prohibited transaction” rules. A violation of these “prohibited transaction” rules could result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Code for such persons, unless exemptive relief is available under an applicable statutory or administrative exemption. The U.S. Department of Labor has issued five prohibited transaction class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions resulting from the purchase or holding of the securities. Those class exemptions are PTCE 96-23 (for certain transactions determined by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance company separate accounts) and PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers). In addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code may provide an exemption for the purchase and sale of securities and the related lending transactions, provided that neither the issuer of the securities nor any of its affiliates has or exercises any discretionary authority or control or renders any investment advice with respect to the assets of the Plan involved in the transaction and provided further that the Plan pays no more, and receives no less, than “adequate consideration” in connection with the transaction (the so-called “service provider” exemption). There can be no assurance that any of these class or statutory exemptions will be available with respect to transactions involving the securities. Because we may be considered a party in interest with respect to many Plans, the securities may not be purchased, held or disposed of by any Plan, any entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or any person investing “plan assets” of any Plan, unless such purchase, holding or disposition is eligible for exemptive relief, including relief available under PTCEs 96-23, 95-60, 91-38, 90-1, 84-14 or the service provider exemption or such purchase, holding or disposition is otherwise not prohibited. Any purchaser, including any fiduciary purchasing on behalf of a Plan, transferee or holder of the securities will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and holding of the securities that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such securities on behalf of or with “plan assets” of any Plan or with any assets of a governmental, non-U.S. or church plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (b) its purchase, holding and disposition are eligible for exemptive relief or such purchase, holding and disposition are not prohibited by ERISA or Section 4975 of the Code or any Similar Law. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the securities on behalf of or with “plan assets” of any Plan consult with their counsel regarding the availability of exemptive relief. Each purchaser and holder of the securities has exclusive responsibility for ensuring that its purchase, holding and disposition of the securities do not violate the prohibited transaction rules of ERISA or the Code or any Similar Law. The sale of any securities to any Plan or plan subject to Similar Law is in no respect a |
November 2010 Page 8
Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
| representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by plans generally or any particular plan, or that such an investment is appropriate for plans generally or any particular plan. However, individual retirement accounts, individual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts, will not be permitted to purchase or hold the securities if the account, plan or annuity is for the benefit of an employee of Citigroup Global Markets Inc., Morgan Stanley or Morgan Stanley Smith Barney LLC (“MSSB”) or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of securities by the account, plan or annuity. | |
|---|---|
| Additional considerations: | Client accounts over which Citigroup Inc., Morgan Stanley, MSSB or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly. |
| Supplemental information regarding plan of distribution; conflicts of interest: | The agent may distribute the securities through MSSB, as selected dealer, or other dealers, which may include Morgan Stanley & Co. International plc ("MSIP") and Bank Morgan Stanley AG. MSSB, MSIP and Bank Morgan Stanley AG are affiliates of Morgan Stanley. Selected dealers, including MSSB, and their financial advisors will collectively receive from the Agent, MS & Co., a fixed sales commission of 3.00% for each security they sell. MS & Co. is our wholly-owned subsidiary. MS & Co. will conduct this offering in compliance with the requirements of NASD Rule 2720 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account. |
| Contact: | Morgan Stanley Smith Barney clients may contact their local Morgan Stanley Smith Barney branch office or our principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087. |
| Syndicate Information — Issue price of the securities | Selling concession | Principal amount of securities for any single investor |
|---|---|---|
| 100.00% | 3.00% | <$1MM |
| 99.50% | 2.50% | ≥$1MM and <$3MM |
| 99.25% | 2.25% | ≥$3MM and <$5MM |
| 99.00% | 2.00% | ≥$5MM |
Selling concessions allowed to dealers in connection with the offering may be reclaimed by the agent, if, within 30 days of the offering, the agent repurchases the securities distributed by such dealers.
This offering summary represents a summary of the terms and conditions of the securities. We encourage you to read the accompanying prospectus supplement and prospectus related to this offering, which can be accessed via the hyperlinks on the front page of this document.
November 2010 Page 9
Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
Hypothetical Payout on the Securities
Presented below are three full examples showing how to calculate the payment at maturity.
The following hypothetical examples are provided for illustrative purposes only. Actual results will vary. Currency exchange rates or basket performances used in the examples below are hypothetical and do not reflect actual exchange rates or basket performances.
Example 1 : The basket performance is positive.
| Basket Currency | Weighting | Hypothetical Initial Exchange Rate | Hypothetical Final Exchange Rate | % Appreciation / Depreciation |
|---|---|---|---|---|
| BRL | 20% | 1.69560 | 1.54145 | 10% |
| CAD | 20% | 1.02000 | 0.92727 | 10% |
| NOK | 20% | 5.79440 | 5.26764 | 10% |
| RUB | 20% | 30.33310 | 27.57555 | 10% |
| ZAR | 20% | 6.92740 | 6.29764 | 10% |
Basket performance = Sum of currency performance values
[(Initial BRL exchange rate / Final BRL exchange rate) – 1] x 20%, plus
[(Initial CAD exchange rate / Final CAD exchange rate) – 1] x 20%, plus
[(Initial NOK exchange rate / Final NOK exchange rate) – 1] x 20%, plus
[(Initial RUB exchange rate / Final RUB exchange rate) – 1] x 20%, plus
[(Initial ZAR exchange rate / Final ZAR exchange rate) – 1] x 20%
So, using the hypothetical exchange rates above:
[(1.69560 / 1.54145) – 1] x 20% = 2.00%, plus [(1.02000 / 0.92727) – 1] x 20% = 2.00%, plus [(5.79440 / 5.26764) – 1] x 20% = 2.00%, plus [(30.33310 / 27.57555) – 1] x 20% = 2.00%, plus [(6.92740 / 6.29764) – 1] x 20% = 2.00%
| Hypothetical basket performance | = | 10% |
|---|---|---|
| Payment at maturity | = | $1,000 + supplemental redemption amount |
| Hypothetical participation rate | = | 100% |
| Supplemental redemption amount | = | $1,000 x basket performance x participation rate |
| = | $1,000 x 10% x 100% = $100 |
Because the basket performance is greater than zero, investors will receive a supplemental redemption amount. Therefore, the total payment at maturity per security will be $1,100, which is the sum of the $1,000 stated principal amount and the supplemental redemption amount of $100.
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Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
Example 2 : The basket performance is negative.
| Basket Currency | Weighting | Hypothetical Initial Exchange Rate | Hypothetical Final Exchange Rate | % Appreciation / Depreciation |
|---|---|---|---|---|
| BRL | 20% | 1.69560 | 1.54145 | 10% |
| CAD | 20% | 1.02000 | 1.13333 | -10% |
| NOK | 20% | 5.79440 | 7.24300 | -20% |
| RUB | 20% | 30.33310 | 27.57555 | 10% |
| ZAR | 20% | 6.92740 | 7.69711 | -10% |
Basket perfor mance = Sum of currency performance values
[(Initial BRL exchange rate / Final BRL exchange rate) – 1] x 20%, plus
[(Initial CAD exchange rate / Final CAD exchange rate) – 1] x 20%, plus
[(Initial NOK exchange rate / Final NOK exchange rate) – 1] x 20%, plus
[(Initial RUB exchange rate / Final RUB exchange rate) – 1] x 20%, plus
[(Initial ZAR exchange rate / Final ZAR exchange rate) – 1] x 20%
So, using the h ypothe tical exchange rates above:
| [(1.69560 / 1.54145) – 1] x 20% = 2.00%, plus |
|---|
| [(1.02000 / 1.13333) – 1] x 20% = –2.00%, plus |
| [(5.79440 / 7.24300) – 1] x 20% = –4.00%, plus |
| [(30.33310 / 27.57555) – 1] x 20% = 2.00%, plus |
| [(6.92740 / 7.69711) – 1] x 20% = –2.00% |
| Hypoth etica l basket perf orma nce | = | -4.00% |
|---|---|---|
| Payment at maturity | = | $1,000 + ($1,000 x basket performance); subject to the minimum payment amount of $900 |
| = | $1,000 + ($1,000 x (-4.00%)) | |
| = | $1,000 + (-$40) | |
| = | $960 |
The basket performance may be equal to or less than 0% even though one or more basket currencies have strengthened relative to the U.S. dollar over the term of the securities as this strengthening may be moderated, or wholly offset, by the weakening or lesser strengthening relative to the U.S. dollar of one or more of the other basket currencies. In this example, the appreciation of the Brazilian real and the Russian ruble is more than offset by the depreciation of the Canadian dollar, Norwegian krone and South African rand.
November 2010 Page 11
Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
Example 3 : The basket performance is significantly less than zero.
| Basket Currency | Weighting | Hypothetical Initial Exchange Rate | Hypothetical Final Exchange Rate | % Appreciation / Depreciation |
|---|---|---|---|---|
| BRL | 20% | 1.69560 | 1.61486 | 5% |
| CAD | 20% | 1.02000 | 1.27500 | -20% |
| NOK | 20% | 5.79440 | 8.27771 | -30% |
| RUB | 20% | 30.33310 | 43.33300 | -30% |
| ZAR | 20% | 6.92740 | 5.77283 | 20% |
Basket performance = Sum of currency performance values
[(Initial BRL exchange rate / Final BRL exchange rate) – 1] x 20%, plus
[(Initial CAD exchange rate / Final CAD exchange rate) – 1] x 20%, plus
[(Initial NOK exchange rate / Final NOK exchange rate) – 1] x 20%, plus
[(Initial RUB exchange rate / Final RUB exchange rate) – 1] x 20%, plus
[(Initial ZAR exchange rate / Final ZAR exchange rate) – 1] x 20%
So, using the hypothetical exchange rates above:
| [(1.69560 / 1.61486) – 1] x 20% = 1.00%, plus |
|---|
| [(1.02000 / 1.27500) – 1] x 20% = –4.00%, plus |
| [(5.79440 / 8.27771) – 1] x 20% = –6.00%, plus |
| [(30.33310 / 43.33300) – 1] x 20% = –6.00%, plus |
| [(6.92740 / 5.77283) – 1] x 20% = 4.00% |
| Hypoth etica l basket perf orma nce | = | –11.00% |
|---|---|---|
| Payment at maturity | = | $1,000 + ($1,000 x basket performance); subject to the minimum payment amount of $900 |
| = | $1,000 + ($1,000 x (–11.00%)) | |
| = | $1,000 + (–$110) | |
| = | The minimum payment amount of $890 |
In this example, since $890 is less than the minimum payment amount of $900, the investor will receive the minimum payment amount.
November 2010 Page 12
Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
Risk Factors
The securities are financial instruments that are suitable only for investors who are capable of understanding the complexities and risks specific to the securities. Accordingly, you should consult your own financial and legal advisers as to the risks entailed by an investment in the securities and the suitability of such securities in light of your particular circumstances. The securities are not secured debt and investing in the securities is not equivalent to investing directly in the basket currencies. The following is a non-exhaustive list of certain key considerations for investors in the securities. For a complete list of considerations and risk factors, please see the accompanying prospectus supplement and prospectus. You should carefully consider whether the securities are suited to your particular circumstances before you decide to purchase them.
§ The securities provide a minimum payment amount of only 90% of principal. The terms of the securities differ from those of ordinary debt securities in that the securities provide for a minimum payment amount of only 90% of the principal at maturity. If the basket as a whole has depreciated, the payout at maturity will be an amount in cash that is less than the $1,000 stated principal amount of each security by an amount proportionate to the decrease in the value of the basket, subject to the minimum payment amount of $900 per security (90% of the stated principal amount).
§ The return on your investment in the securities may be less than the amount that would be paid on conventional debt securities issued by us with similar maturities . The overall return on your investment in the securities may be less than the amount that would be paid on conventional debt securities issued by us with maturities comparable to that of the securities, which will be approximately 4.5 years from the issue date. The semi-annual interest payments of 2.00% per annum, the supplemental redemption amount, if any, and the return of the stated principal amount of the securities at maturity may not compensate you for the effects of inflation and other factors relating to the value of money over time.
§ The securities are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to its credit ratings or credit spreads may adversely affect the market value of the securities. Under the terms of the securities, Morgan Stanley is obligated to return to you 90% of the stated principal amount at maturity, even if the value of the basket decreases by more than 10%. However, as with an ordinary debt security, you are dependent on Morgan Stanley’s ability to pay all amounts due on the securities at maturity and on each interest payment date and therefore you are subject to the credit risk of Morgan Stanley. The securities are not guaranteed by any other entity. If Morgan Stanley defaults on its obligations under the 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 securities prior to maturity will be affected by changes in the market’s view of Morgan Stanley’s creditworthiness. Any actual or anticipated decline in Morgan Stanley’s credit ratings or increase in the credit spreads charged by the market for taking Morgan Stanley credit risk is likely to adversely affect the market value of the securities.
§ Currency exchange risk. Fluctuations in the exchange rates between the U.S. dollar and the basket currencies will affect the value of the securities. Exchange rate movements for a particular currency against the U.S. dollar are volatile and are the result of numerous factors specific to that country and the United States including the supply of, and the demand for, those currencies, as well as government policy, intervention or actions, but are also influenced significantly from time to time by political or economic developments, and by macroeconomic factors and speculative actions related to different regions. Changes in exchange rates result over time from the interaction of many factors directly or indirectly affecting economic and political conditions in the related countries. Of particular importance to potential currency exchange risk are: (i) rates of inflation; (ii) interest rate levels; (iii) balance of payments; and (iv) the extent of governmental surpluses or deficits in the relevant foreign country and the U.S. All of these factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of various countries and the U.S. and other countries important to international trade and finance. The weakening of any of the basket currencies relative to the U.S. dollar may have a material adverse effect on the value of the securities and the return on an investment in the securities.
§ Government intervention could materially and adversely affect the value of the securities. Foreign exchange rates can be fixed by the sovereign government, allowed to float within a range of exchange rates set by the government, or left to float freely. Governments, including those issuing the basket currencies and the United States, use a variety of techniques, such as intervention by their central bank or imposition of regulatory controls or taxes, to affect the exchange rates of their respective currencies. They may also issue a new currency to replace an existing currency, fix the exchange rate or alter the exchange rate or relative exchange characteristics by devaluation or revaluation of a currency. Thus, a special risk in purchasing the securities is that their trading value and amount payable could be affected by the actions of sovereign governments, fluctuations in response to other market forces and the movement of currencies across borders.
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Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
§ The recent global financial crisis may heighten currency exchange risks. In periods of financial turmoil, capital can move quickly out of regions that are perceived to be more vulnerable to the effects of the crisis than others with sudden and severely adverse consequences to the currencies of those regions. In addition, governments around the world, including the United States government and governments of other major world currencies, have recently made, and may be expected to continue to make, very significant interventions in their economies, and sometimes directly in their currencies. Such interventions affect currency exchange rates globally and, in particular, the value of the basket currencies relative to the U.S. dollar. For example, the Russian Central Bank devalued the ruble several times at the end of 2008 in response to economic and market conditions, primarily significant decreases in the price of oil. Further interventions, other government actions or suspensions of actions, as well as other changes in government economic policy or other financial or economic events affecting the currency markets, may cause currency exchange rates to fluctuate sharply in the future, which could have a material adverse effect on the value of the securities and your return on your investment in the securities at maturity. The basket of currencies has been volatile in recent periods and we can give no assurance that this volatility will not continue in the future. See the historical graph under “Basket Overview” and “Historical Information”.
§ Many unpredictable factors will affect the value of the securities. These include: (i) exchange rates of the basket currencies; (ii) interest rate levels; (iii) volatility of the basket currencies; (iv) geopolitical conditions and economic, financial; regulatory, political, judicial or other events that affect foreign exchange markets; (v) the time remaining to the maturity; (vi) availability of comparable instruments; (vii) intervention by the governments of the related basket currencies and the U.S.; and (viii) any actual or anticipated changes in our credit ratings or credit spreads. In addition, currency markets are subject to temporary distortions or other disruptions due to various factors, including lack of liquidity, participation of speculators and government regulation and intervention. As a result, the market value of the securities will vary and sale of the securities prior to maturity may result in a loss.
§ Even though the basket currencies trade around-the-clock, the securities will not. Because the inter-bank market in foreign currencies is a global, around-the-clock market, the hours of trading for the securities, if any, will not conform to the hours during which the underlying basket currencies are traded. Consequently, significant price and rate movements may take place in the underlying foreign exchange markets that will not be reflected immediately in the price of the securities. Additionally, there is no systematic reporting of last-sale information for foreign currencies which, combined with the limited availability of quotations to individual investors, may make it difficult for many investors to obtain timely and accurate data regarding the state of the underlying foreign exchange markets.
§ Changes in the value of one or more of the basket currencies may offset each other. A decrease in the value of one or more of the basket currencies may wholly or partially offset any increase in the value of the other basket currencies.
§ Consisting mostly of emerging markets currencies, the basket is subject to an increased risk of significant adverse fluctuations. The securities are linked to the performance of a basket consisting mostly of emerging markets currencies. There is an increased risk of significant adverse fluctuations in the performance of currencies of less developed and less stable economies. Currencies of emerging economies are often subject to more frequent and larger central bank interventions than currencies of developed countries and are also more likely to be affected by drastic changes in monetary or exchange rate policies of the relevant country, which may negatively affect the value of the securities. For special risks related to the basket currencies, please see the relevant descriptions under “Annex I––Certain Additional Currency Exchange Rate Risks” in the accompanying prospectus supplement.
§ The inclusion of commissions and projected profit from hedging in the original issue price is likely to adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the price, if any, at which MS & Co. is willing to purchase the securities at any time in secondary market transactions will likely be significantly lower than the original issue price, since secondary market prices are likely to exclude commissions paid with respect to the securities and the cost of hedging its obligations under the securities that are included in the original issue price. The cost of hedging includes the projected profit that our subsidiaries may realize in consideration for assuming the risks inherent in managing the hedging transactions. These secondary market prices are also likely to be reduced by the costs of unwinding the related hedging transactions. Our subsidiaries may realize a profit from the expected hedging activity even if investors do not receive a favorable investment return under the terms of the securities or in any secondary market transaction. In addition, any secondary market prices may differ from values determined by pricing models used by MS & Co. as a result of dealer discounts, mark-ups or other transaction costs.
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Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
§ The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the securities. As calculation agent, Morgan Stanley Capital Services Inc., which we refer to as MSCS, will determine the initial exchange rate and the final exchange rate for each basket currency, the currency performance values and the basket performance, and will calculate the amount you will receive at maturity. Any of these determinations made by MSCS in its capacity as calculation agent, including with respect to the calculation of any exchange rate in the event of a discontinuance of reporting of any basket currency’s exchange rate, may adversely affect the payout to you at maturity.
§ The securities will not be listed on any securities exchange and secondary trading may be limited. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to, make a market in the securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Because we do not expect that other broker-dealers will participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were not to make a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.
§ Hedging and trading activity by our subsidiaries could adversely affect the value of the securities. One or more of our subsidiaries expect to carry out hedging activities related to the securities (and possibly to other instruments linked to the basket currencies), including trading in futures, forwards and/or options contracts on the basket currencies as well as in other instruments related to the basket currencies. Some of our subsidiaries also trade the basket currencies and other financial instruments related to the basket currencies on a regular basis as part of their general broker-dealer, proprietary trading and other businesses. Any of these hedging or trading activities on or prior to the pricing date could increase the value of one or more of the basket currencies relative to the U.S. dollar on the pricing date and, as a result, could increase the values relative to the U.S. dollar that such basket currencies must attain on the valuation date before you receive a payment at maturity that exceeds the stated principal amount of the securities. Additionally, such hedging or trading activities during the term of the securities could potentially affect the exchange rates of one or more of the basket currencies on the valuation date and, accordingly, the amount of cash you will receive at maturity.
November 2010 Page 15
Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
Historical Information
The following tables set forth the published high, low and end-of-quarter exchange rates for each of the basket currencies for each quarter in the period from January 1, 2005 through October 25, 2010. The related graphs set forth exchange rates of each basket currency relative to the U.S. dollar for such period. We obtained the information in the tables and graphs below from Bloomberg Financial Markets (“Bloomberg”), without independent verification. We will not use Bloomberg to determine the applicable exchange rates. You cannot predict the future performance of any of the basket currencies or of the basket as a whole, or whether the strengthening of any of the basket currencies relative to the U.S. dollar will be offset by the weakening of other basket currencies relative to the U.S. dollar, based on their historical performance.
| BRL (# BRL / 1 USD) | High | Low | Period End |
|---|---|---|---|
| 2005 | |||
| First Quarter | 2.7640 | 2.5665 | 2.6790 |
| Second Quarter | 2.6588 | 2.3325 | 2.3325 |
| Third Quarter | 2.4870 | 2.2140 | 2.2275 |
| Fourth Quarter | 2.3800 | 2.1615 | 2.3355 |
| 2006 | |||
| First Quarter | 2.3364 | 2.1040 | 2.1640 |
| Second Quarter | 2.3525 | 2.0555 | 2.1650 |
| Third Quarter | 2.2244 | 2.1230 | 2.1690 |
| Fourth Quarter | 2.1912 | 2.1294 | 2.1364 |
| 2007 | |||
| First Quarter | 2.1523 | 2.0444 | 2.0594 |
| Second Quarter | 2.0478 | 1.9045 | 1.9290 |
| Third Quarter | 2.0930 | 1.8336 | 1.8336 |
| Fourth Quarter | 1.8390 | 1.7330 | 1.7800 |
| 2008 | |||
| First Quarter | 1.8306 | 1.6689 | 1.7519 |
| Second Quarter | 1.7444 | 1.5915 | 1.6037 |
| Third Quarter | 1.9634 | 1.5600 | 1.9046 |
| Fourth Quarter | 2.5127 | 1.9176 | 2.3145 |
| 2009 | |||
| First Quarter | 2.4473 | 2.1765 | 2.3228 |
| Second Quarter | 2.2737 | 1.9231 | 1.9518 |
| Third Quarter | 2.0092 | 1.7670 | 1.7670 |
| Fourth Quarter | 1.7866 | 1.6989 | 1.7445 |
| 2010 | |||
| First Quarter | 1.8950 | 1.7200 | 1.7813 |
| Second Quarter | 1.8836 | 1.7270 | 1.8047 |
| Third Quarter | 1.7926 | 1.6873 | 1.6873 |
| Fourth Quarter (through October 25, 2010) | 1.7057 | 1.6530 | 1.6956 |
Brazilian real January 1, 2005 to October 25, 2010 (expressed as units of BRL per 1 USD)
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Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
| CAD (# CAD / 1 USD) | High | Low | Period End |
|---|---|---|---|
| 2005 | |||
| First Quarter | 1.2554 | 1.2012 | 1.2104 |
| Second Quarter | 1.2694 | 1.2143 | 1.2251 |
| Third Quarter | 1.2437 | 1.1630 | 1.1630 |
| Fourth Quarter | 1.1939 | 1.1501 | 1.1620 |
| 2006 | |||
| First Quarter | 1.1721 | 1.1316 | 1.1686 |
| Second Quarter | 1.1710 | 1.0986 | 1.1170 |
| Third Quarter | 1.1417 | 1.1037 | 1.1180 |
| Fourth Quarter | 1.1657 | 1.1153 | 1.1657 |
| 2007 | |||
| First Quarter | 1.1845 | 1.1540 | 1.1540 |
| Second Quarter | 1.1594 | 1.0585 | 1.0653 |
| Third Quarter | 1.0787 | 0.9923 | 0.9923 |
| Fourth Quarter | 1.0208 | 0.9204 | 0.9984 |
| 2008 | |||
| First Quarter | 1.0349 | 0.9753 | 1.0253 |
| Second Quarter | 1.0294 | 0.9838 | 1.0215 |
| Third Quarter | 1.0752 | 0.9999 | 1.0644 |
| Fourth Quarter | 1.2962 | 1.0627 | 1.2188 |
| 2009 | |||
| First Quarter | 1.3012 | 1.1797 | 1.2602 |
| Second Quarter | 1.2600 | 1.0812 | 1.1623 |
| Third Quarter | 1.1675 | 1.0646 | 1.0695 |
| Fourth Quarter | 1.0848 | 1.0236 | 1.0532 |
| 2010 | |||
| First Quarter | 1.0758 | 1.0104 | 1.0153 |
| Second Quarter | 1.0710 | 0.9986 | 1.0639 |
| Third Quarter | 1.0656 | 1.0168 | 1.0292 |
| Fourth Quarter (through October 25, 2010) | 1.0336 | 1.0033 | 1.0200 |
Canadian dollar January 1, 2005 to October 25, 2010 (expressed as units of CAD per 1 USD)
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Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
| NOK (# NOK / 1 USD) | High | Low | Period End |
|---|---|---|---|
| 2005 | |||
| First Quarter | 6.5725 | 6.0732 | 6.3385 |
| Second Quarter | 6.5940 | 6.2433 | 6.5328 |
| Third Quarter | 6.6665 | 6.2191 | 6.5468 |
| Fourth Quarter | 6.7991 | 6.4232 | 6.7442 |
| 2006 | |||
| First Quarter | 6.8351 | 6.5140 | 6.5525 |
| Second Quarter | 6.5043 | 5.9881 | 6.2213 |
| Third Quarter | 6.5960 | 6.1221 | 6.5329 |
| Fourth Quarter | 6.7760 | 6.0949 | 6.2356 |
| 2007 | |||
| First Quarter | 6.4893 | 6.0823 | 6.0823 |
| Second Quarter | 6.1266 | 5.8944 | 5.8944 |
| Third Quarter | 5.9717 | 5.3869 | 5.3869 |
| Fourth Quarter | 5.6076 | 5.2715 | 5.4371 |
| 2008 | |||
| First Quarter | 5.5628 | 5.0653 | 5.0950 |
| Second Quarter | 5.2290 | 4.9638 | 5.0891 |
| Third Quarter | 5.8628 | 5.0497 | 5.8628 |
| Fourth Quarter | 7.2228 | 5.9069 | 6.9538 |
| 2009 | |||
| First Quarter | 7.2152 | 6.2838 | 6.7370 |
| Second Quarter | 6.8341 | 6.1658 | 6.4311 |
| Third Quarter | 6.5652 | 5.7726 | 5.7726 |
| Fourth Quarter | 5.8784 | 5.5299 | 5.7935 |
| 2010 | |||
| First Quarter | 6.0997 | 5.6088 | 5.9421 |
| Second Quarter | 6.7073 | 5.8525 | 6.4996 |
| Third Quarter | 6.4437 | 5.8512 | 5.8768 |
| Fourth Quarter (through October 25, 2010) | 5.9435 | 5.7316 | 5.7944 |
Norwegian krone January 1, 2005 to October 25, 2010 (expressed as units of NOK per 1 USD)
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Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
| RUB (# RUB / 1 USD) | High | Low | Period End |
|---|---|---|---|
| 2005 | |||
| First Quarter | 28.1950 | 27.4487 | 27.8621 |
| Second Quarter | 28.6800 | 27.7080 | 28.6300 |
| Third Quarter | 28.8312 | 28.1600 | 28.4977 |
| Fourth Quarter | 28.9814 | 28.4295 | 28.7414 |
| 2006 | |||
| First Quarter | 28.7414 | 27.6651 | 27.7049 |
| Second Quarter | 27.7165 | 26.7316 | 26.8455 |
| Third Quarter | 27.0500 | 26.6726 | 26.7958 |
| Fourth Quarter | 26.9797 | 26.1704 | 26.3255 |
| 2007 | |||
| First Quarter | 26.5990 | 25.9736 | 25.9860 |
| Second Quarter | 26.0426 | 25.6854 | 25.7449 |
| Third Quarter | 25.8902 | 24.8588 | 24.8588 |
| Fourth Quarter | 25.0505 | 24.2850 | 24.6006 |
| 2008 | |||
| First Quarter | 24.7859 | 23.4511 | 23.4929 |
| Second Quarter | 23.8930 | 23.3179 | 23.4446 |
| Third Quarter | 25.7442 | 23.1577 | 25.6439 |
| Fourth Quarter | 29.5807 | 25.7333 | 29.4027 |
| 2009 | |||
| First Quarter | 36.3701 | 29.1475 | 33.9540 |
| Second Quarter | 34.1815 | 30.5471 | 31.1527 |
| Third Quarter | 32.7668 | 29.9966 | 30.0154 |
| Fourth Quarter | 30.8339 | 28.6880 | 30.0350 |
| 2010 | |||
| First Quarter | 30.4861 | 29.1362 | 29.4205 |
| Second Quarter | 31.8000 | 28.9194 | 31.2095 |
| Third Quarter | 31.2763 | 29.6850 | 30.5350 |
| Fourth Quarter (through October 25, 2010) | 30.6769 | 29.7325 | 30.3331 |
Russian ruble January 1, 2005 to October 25, 2010 (expressed as units of RUB per 1 USD)
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Currency-Linked Partial Principal at Risk Securities due May 22, 2015
Based on the Performance of a Basket of Five Currencies Relative to the U.S. Dollar
| ZAR (# ZAR / 1 USD) | High | Low | Period End |
|---|---|---|---|
| 2005 | |||
| First Quarter | 6.3600 | 5.6538 | 6.2395 |
| Second Quarter | 6.9200 | 5.9463 | 6.6495 |
| Third Quarter | 6.8650 | 6.2550 | 6.3701 |
| Fourth Quarter | 6.7830 | 6.2815 | 6.3288 |
| 2006 | |||
| First Quarter | 6.3547 | 5.9590 | 6.1765 |
| Second Quarter | 7.4267 | 5.9606 | 7.1739 |
| Third Quarter | 7.7837 | 6.7325 | 7.7837 |
| Fourth Quarter | 7.8787 | 6.9362 | 7.0060 |
| 2007 | |||
| First Quarter | 7.5035 | 7.0045 | 7.2638 |
| Second Quarter | 7.2850 | 6.8885 | 7.0430 |
| Third Quarter | 7.4750 | 6.8210 | 6.8698 |
| Fourth Quarter | 7.0629 | 6.4986 | 6.8625 |
| 2008 | |||
| First Quarter | 8.1725 | 6.7363 | 8.0905 |
| Second Quarter | 8.1475 | 7.4740 | 7.8194 |
| Third Quarter | 8.3456 | 7.2200 | 8.2865 |
| Fourth Quarter | 11.5650 | 8.2415 | 9.5250 |
| 2009 | |||
| First Quarter | 10.6448 | 9.2950 | 9.5026 |
| Second Quarter | 9.3604 | 7.7140 | 7.7140 |
| Third Quarter | 8.2623 | 7.3162 | 7.5098 |
| Fourth Quarter | 7.9653 | 7.2365 | 7.3980 |
| 2010 | |||
| First Quarter | 7.8005 | 7.2850 | 7.2850 |
| Second Quarter | 7.9563 | 7.2288 | 7.6710 |
| Third Quarter | 7.7528 | 6.9442 | 6.9630 |
| Fourth Quarter (through October 25, 2010) | 6.9922 | 6.7798 | 6.9274 |
South African rand January 1, 2005 to October 25, 2010 (expressed as units of ZAR per 1 USD)
November 2010 Page 20