FWP 1 dp109735_fwp-ps2257msfl.htm FORM FWP

July 2019

Preliminary Terms No. 2,257
Registration Statement Nos. 333-221595; 333-221595-01
Dated July 11, 2019
Filed pursuant to Rule 433

Morgan Stanley Finance LLC

STRUCTURED INVESTMENTS 

Opportunities in U.S. Equities

Trigger PLUS Based on the Value of the Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM

Fully and Unconditionally Guaranteed by Morgan Stanley 

Principal at Risk Securities

The Trigger PLUS are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The Trigger PLUS will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement for PLUS, index supplement and prospectus, as supplemented or modified by this document. The payment at maturity on the Trigger PLUS will be based on the value of the worst performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF, which we refer to as the underlying shares. At maturity, if the final share price of each of the underlying shares is greater than its respective initial share price, investors will receive the stated principal amount of their investment plus leveraged upside performance of the worst performing underlying shares, subject to the maximum payment at maturity. If the final share price of either of the underlying shares is less than or equal to its respective initial share price but the final share price of each of the underlying shares is greater than or equal to its respective trigger level, investors will receive the stated principal amount of their investment. However, if the final share price of either of the underlying shares is less than its respective trigger level, investors will be negatively exposed to the full decline in the worst performing underlying shares and will lose 1% of the stated principal amount for every 1% of decline in the worst performing underlying shares, without any buffer. Because the payment at maturity of the Trigger PLUS is based on the worst performing of the underlying shares, a decline in either of the underlying shares beyond its respective trigger level will result in a significant loss of your investment even if the other underlying shares have appreciated or have not declined as much. The Trigger PLUS are for investors who seek an equity-based return and who are willing to risk their principal, risk exposure to the worst performing of two underlying shares and forgo current income and upside above the maximum payment at maturity in exchange for the leverage feature that applies to a limited range of performance of the worst performing underlying shares. The Trigger PLUS are notes issued as part of MSFL’s Series A Global Medium-Term Notes program. 

The Trigger PLUS differ from the PLUS described in the accompanying product supplement for PLUS in that the Trigger PLUS offer the potential for a positive return at maturity if the worst performing underlying shares depreciates by no more than 30%. The Trigger PLUS are not the Buffered PLUS described in the accompanying product supplement for PLUS. Unlike the Buffered PLUS, the Trigger PLUS do not provide any protection if the worst performing underlying shares depreciate by more than 30%.

All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These Trigger PLUS are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. 

SUMMARY TERMS
Issuer: Morgan Stanley Finance LLC
Guarantor: Morgan Stanley
Maturity date: July 22, 2022
Underlying shares: VanEck Vectors® Gold Miners ETF (the “GDX Shares”) and VanEck Vectors® Junior Gold Miners ETF (the “GDXJ Shares”)
Aggregate principal amount: $
Payment at maturity: If the final share price of each of the underlying shares is greater than its respective initial share price,
 

$1,000 + ($1,000 × leverage factor × share percent change of the worst performing underlying shares)

In no event will the payment at maturity exceed the maximum payment at maturity. 

  If the final share price of either of the underlying shares is less than or equal to its respective initial share price but the final share price of each of the underlying shares is greater than or equal to its respective trigger level,
  $1,000
  If the final share price of either of the underlying shares is less than its respective trigger level,
  $1,000 × share performance factor of the worst performing underlying shares
  Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000, and will represent a loss of at least 30%, and possibly all, of your investment.
Share percent change: With respect to each of the underlying shares, (final share price – initial share price) / initial share price
Worst performing underlying shares: The underlying shares with the lesser share percent change
Share performance factor: With respect to each of the underlying shares, final share price / initial share price
Initial share price:

With respect to the GDX Shares, $          , which is the closing price of such underlying shares on the pricing date

With respect to the GDXJ Shares, $            , which is the closing price of such underlying shares on the pricing date 

Final share price: With respect to each of the underlying shares, the closing price of such underlying shares on the valuation date times the adjustment factor of such underlying shares on such date
Adjustment factor: With respect to each of the underlying shares, 1.0, subject to adjustment in the event of certain events affecting such underlying shares
Valuation date: July 19, 2022, subject to adjustment for non-trading days and certain market disruption events
Leverage factor: 150%
Maximum payment at maturity: At least $1,800 per Trigger PLUS (180% of the stated principal amount). The actual maximum payment at maturity will be determined on the pricing date.
Trigger level:

With respect to the GDX Shares, $           , which is 70% of its initial share price

With respect to the GDXJ Shares, $          , which is 70% of its initial share price 

Stated principal amount: $1,000 per Trigger PLUS
Issue price: $1,000 per Trigger PLUS
Pricing date: July 19, 2019
Original issue date: July 24, 2019 (3 business days after the pricing date)
CUSIP / ISIN: 61769HLP8 / US61769HLP81
Listing: The Trigger PLUS will not be listed on any securities exchange.
Agent: Morgan Stanley & Co. LLC (“MS & Co.”), a wholly owned subsidiary of Morgan Stanley and an affiliate of MSFL.  See “Supplemental information regarding plan of distribution; conflicts of interest.”
Estimated value on the pricing date: Approximately $943.50 per Trigger PLUS, or within $22.50 of that estimate.  See “Investment Summary” on page 2.
Commissions and issue price: Price to public Agent’s commissions(1) Proceeds to us(2)
Per Trigger PLUS $1,000 $ $
Total $ $ $
(1)Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $ for each Trigger PLUS 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 product supplement for PLUS.

(2)See “Use of proceeds and hedging” on page 21.

The Trigger PLUS involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 7.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Trigger PLUS are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.

You should read this document together with the related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Terms of the Trigger PLUS” and “Additional Information About the Trigger PLUS” at the end of this document.

References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.

Product Supplement for PLUS dated November 16, 2017     Index Supplement dated November 16, 2017     Prospectus dated November 16, 2017

 

 

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

Investment Summary

 

Trigger Performance Leveraged Upside Securities

Principal at Risk Securities

 

The Trigger PLUS Based on the Value of the Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 (the “Trigger PLUS”) can be used:

 

§To gain exposure to the worst performing of two U.S. equity underlyings

 

§To potentially outperform the worst performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF, subject to the maximum payment at maturity, by taking advantage of the leverage factor

 

If the final share price of either of the underlying shares is less than its respective trigger level, investors will be negatively exposed to the full amount of the percent decline in the worst performing underlying shares and will lose 1% of the stated principal amount for every 1% of decline in the worst performing underlying shares, without any buffer.

 

Maturity: Approximately 3 years
Leverage factor: 150%
Maximum payment at maturity: At least $1,800 per Trigger PLUS (180% of the stated principal amount). The actual maximum payment at maturity will be determined on the pricing date.
Minimum payment at maturity: None.  Investors may lose all their entire initial investment in the Trigger PLUS.
Trigger level: With respect to each of the underlying shares, 70% of its initial share price
Coupon: None
Listing: The Trigger PLUS will not be listed on any securities exchange
   

The original issue price of each Trigger PLUS is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the Trigger PLUS, which are borne by you, and, consequently, the estimated value of the Trigger PLUS on the pricing date will be less than $1,000. We estimate that the value of each Trigger PLUS on the pricing date will be approximately $943.50, or within $22.50 of that estimate. Our estimate of the value of the Trigger PLUS as determined on the pricing date will be set forth in the final pricing supplement.

 

What goes into the estimated value on the pricing date?

 

In valuing the Trigger PLUS on the pricing date, we take into account that the Trigger PLUS comprise both a debt component and a performance-based component linked to the underlying shares. The estimated value of the Trigger PLUS is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying shares, instruments based on the underlying shares, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

 

What determines the economic terms of the Trigger PLUS?

 

In determining the economic terms of the Trigger PLUS, including the leverage factor, the trigger levels and the maximum payment at maturity, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the Trigger PLUS would be more favorable to you.

 

What is the relationship between the estimated value on the pricing date and the secondary market price of the Trigger PLUS?

 

The price at which MS & Co. purchases the Trigger PLUS in the secondary market, absent changes in market conditions, including those related to the underlying shares, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling, structuring and hedging the Trigger PLUS are not fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the Trigger PLUS in the secondary market, absent changes in market conditions, including those related to the underlying shares, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account statements.

 

MS & Co. may, but is not obligated to, make a market in the Trigger PLUS, and, if it once chooses to make a market, may cease doing so at any time.

July 2019Page 2

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

 

Key Investment Rationale

 

The Trigger PLUS offer exposure to the worst performing underlying shares. At maturity, if the final share price of each of the underlying shares is greater than its respective initial share price, investors will receive the stated principal amount of their investment plus leveraged upside performance of the worst performing underlying shares, subject to the maximum payment at maturity. If the final share price of either of the underlying shares is less than or equal to its respective initial share price but the final share price of each of the underlying shares is greater than or equal to its respective trigger level, investors will receive the stated principal amount of their investment. However, if the final share price of either of the underlying shares is less than its respective trigger level, investors will be negatively exposed to the full decline in the worst performing underlying shares and will lose 1% of the stated principal amount for every 1% of decline in the worst performing underlying shares, without any buffer. Investors may lose their entire initial investment in the Trigger PLUS. All payments on the Trigger PLUS are subject to our credit risk.

 

Leveraged Performance Up to a Cap The Trigger PLUS offer investors an opportunity to receive 150% of the positive return of the worst performing of the underlying shares, subject to the maximum payment at maturity, if both underlying shares have appreciated in value.
Upside Scenario Both underlying shares increase in value, and, at maturity, the Trigger PLUS redeem for the stated principal amount of $1,000 plus 150% of the share percent change of the worst performing underlying shares, subject to the maximum payment at maturity of at least $1,800 per Trigger PLUS (180% of the stated principal amount). The actual maximum payment at maturity will be determined on the pricing date.
Par Scenario The final share price of either of the underlying shares is less than or equal to its respective initial share price but the final share price of each of the underlying shares is greater than or equal to its respective trigger level. In this case, the payment at maturity will be $1,000 per Trigger PLUS.
Downside Scenario

The final share price of either of the underlying shares is less than its respective trigger level.

 

In this case, the Trigger PLUS redeem for at least 30% less than the stated principal amount, and this decrease will be by an amount proportionate to the full decline in the value of the worst performing underlying shares over the term of the Trigger PLUS. Under these circumstances, the payment at maturity will be less than 70% of the stated principal amount per Trigger PLUS. For example, if the final share price of the worst performing underlying shares is 70% less than its initial share price, the Trigger PLUS will be redeemed at maturity for a loss of 70% of principal at $300.00, or 30% of the stated principal amount. There is no minimum payment at maturity on the Trigger PLUS, and you could lose your entire investment.

 

 

Because the payment at maturity of the Trigger PLUS is based on the worst performing of the underlying shares, a decline in either of the underlying shares beyond its respective trigger level will result in a significant loss of your investment even if the other underlying shares have appreciated or have not declined as much.

 

July 2019Page 3

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

Hypothetical Examples

 

The following hypothetical examples illustrate how to calculate the payment at maturity on the Trigger PLUS. The following examples are for illustrative purposes only. The actual initial share price and trigger level for each of the underlying shares will be determined on the pricing date. Any payment at maturity on the Trigger PLUS is subject to our credit risk. The below examples are based on the following terms:

 

Stated principal amount: $1,000 per Trigger PLUS
Leverage factor: 150%
Hypothetical initial share price:

With respect to the GDX Shares: $25

With respect to the GDXJ Shares: $35 

Hypothetical trigger level:

With respect to the GDX Shares: $17.50

With respect to the GDXJ Shares: $24.50 

Hypothetical maximum payment at maturity: $1,800 per Trigger PLUS (180% of the stated principal amount)
   

EXAMPLE 1: The final share price of each of the underlying shares is greater than its respective initial share price.

 

Final share price   GDX Shares: $27.50
    GDXJ Shares: $49
Share percent change  

GDX Shares: ($27.50 – $25) / $25 = 10%

GDXJ Shares: ($49 – $35) / $35 = 40% 

Payment at maturity = $1,000 + ($1,000 × leverage factor × share percent change of the worst performing underlying shares), subject to the maximum payment at maturity
  = $1,000 + ($1,000 × 150% × 10%), subject to the maximum payment at maturity
  = $1,150
     

In example 1, the final share prices of both the GDX Shares and the GDXJ Shares are greater than their initial share prices. The GDX Shares have appreciated by 10% while the GDXJ Shares have appreciated by 40%. Therefore, investors receive at maturity the stated principal amount plus 150% of the appreciation of the worst performing underlying shares, which are the GDX Shares in this example. Investors receive $1,150 per Trigger PLUS at maturity.

 

EXAMPLE 2: Both underlying shares appreciate significantly above their respective initial share prices, and so investors receive only the maximum payment at maturity.

 

Final share price   GDX Shares: $50
    GDXJ Shares: $66.50
Share percent change  

GDX Shares: ($50 – $25) / $25 = 100%

GDXJ Shares: ($66.50 – $35) / $35 = 90% 

Payment at maturity = $1,000 + ($1,000 × leverage factor × share percent change of the worst performing underlying shares), subject to the maximum payment at maturity
  = $1,000 + ($1,000 × 150% × 90%), subject to the maximum payment at maturity
  = maximum payment at maturity of $1,800 per Trigger PLUS

July 2019Page 4

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

In example 2, the final share prices of both the GDX Shares and the GDXJ Shares are greater than their initial share prices. The GDX Shares have appreciated by 100% while the GDXJ Shares have appreciated by 90%. Therefore, investors receive at maturity the stated principal amount plus 150% of the appreciation of the worst performing underlying shares, subject to the hypothetical maximum payment at maturity of $1,800 per Trigger PLUS. Under the terms of the Trigger PLUS, investors will realize the hypothetical maximum payment at maturity at a final share price of the worst performing underlying shares of approximately 153.33% of its respective initial share price. Therefore, in this example, investors receive only the hypothetical maximum payment at maturity of $1,800 per stated principal amount, even though both underlying shares have appreciated significantly.

 

EXAMPLE 3: The final share price of one of the underlying shares is greater than its respective initial share price while the final share price of the other underlying shares is less than its respective initial share price and trigger level.

 

Final share price   GDX Shares: $27.50
    GDXJ Shares: $17.50
Share percent change  

GDX Shares: ($27.50 – $25) / $25 = 10%

GDXJ Shares: ($17.50 – $35) / $35 = -50% 

Share performance factor  

GDX Shares: $27.50 / $25 = 110%

GDXJ Shares: $17.50 / $35 = 50% 

Payment at maturity = $1,000 × share performance factor of the worst performing underlying shares
  = $1,000 × 50%
  = $500
     

In example 3, the final share price of the GDX Shares is greater than its respective initial share price, while the final share price of the GDXJ Shares is less than its respective initial share price and trigger level. While the GDX Shares have appreciated by 10%, the GDXJ Shares have declined by 50%. Therefore, investors are exposed to the negative performance of the GDXJ Shares, which are the worst performing underlying shares in this example, and receive a payment at maturity of $500. In this example, investors are exposed to the negative performance of the worst performing underlying shares even though the other underlying shares have appreciated in value by 10%, because the final share price of each of the underlying shares is not greater than or equal to its respective trigger level.

 

EXAMPLE 4: The final share price of each of the underlying shares is less than its respective trigger level.

 

Final share price   GDX Shares: $7.50
    GDXJ Shares: $14
Share percent change  

GDX Shares: $7.50 – $25) / $25 = -70%

GDXJ Shares: ($14 – $35) / $35 = -60% 

Share performance factor  

GDX Shares: $7.50 / $25 = 30%

GDXJ Shares: $14 / $35 = 40% 

Payment at maturity = $1,000 × (share performance factor of the worst performing underlying shares)
  = $1,000 × 30%
  = $300
     

In example 4, the final share prices of both the GDX Shares and the GDXJ Shares are less than their respective trigger levels. The GDX Shares have declined by 70% while the GDXJ Shares have declined by 60%. Therefore, investors are exposed to the negative performance of the GDX Shares, which are the worst performing underlying shares in this example, and receive a payment at maturity of $300.

 

July 2019Page 5

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

Because the payment at maturity of the Trigger PLUS is based on the worst performing of the underlying shares, a decline in either of the underlying shares beyond its respective trigger level will result in a significant loss of your investment even if the other underlying shares have appreciated or have not declined as much.

 

July 2019Page 6

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

Risk Factors

 

The following is a non-exhaustive list of certain key risk factors for investors in the Trigger PLUS. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying product supplement for PLUS, index supplement and prospectus. We also urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in the Trigger PLUS.

 

§The Trigger PLUS do not pay interest or guarantee the return of any principal. The terms of the Trigger PLUS differ from those of ordinary debt securities in that the Trigger PLUS do not pay interest or guarantee the payment of any principal amount at maturity. If the final share price of either of the underlying shares is less than its respective trigger level, the payment at maturity will be an amount in cash that is at least 30% less than the $1,000 stated principal amount of each Trigger PLUS, and this decrease will be by an amount proportionate to the full amount of the decline in the value of the worst performing underlying shares over the term of the Trigger PLUS, without any buffer. There is no minimum payment at maturity on the Trigger PLUS, and, accordingly, you could lose your entire initial investment in the Trigger PLUS.

 

§The appreciation potential of the Trigger PLUS is limited by the maximum payment at maturity. The appreciation potential of the Trigger PLUS is limited by the maximum payment at maturity of at least $1,800 per Trigger PLUS, or 180% of the stated principal amount. The actual maximum payment at maturity will be determined on the pricing date. Although the leverage factor provides 150% exposure to any increase in the final share price of the worst performing underlying shares over its initial share price, because the payment at maturity will be limited to 180% of the stated principal amount for the Trigger PLUS (assuming a maximum payment at maturity of $1,800 per Trigger PLUS), any increase in the final share price of the worst performing underlying shares over its initial share price by more than approximately 53.33% of its initial share price will not further increase the return on the Trigger PLUS.

 

§You are exposed to the price risk of both underlying shares. Your return on the Trigger PLUS it not linked to a basket consisting of both underlying shares. Rather, it will be based upon the independent performance of each of the underlying shares. Unlike an instrument with a return linked to a basket of underlying assets in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to both underlying shares. Poor performance by either of the underlying shares over the term of the Trigger PLUS will negatively affect your return and will not be offset or mitigated by any positive performance by the other underlying shares. If either of the underlying shares declines to below its respective trigger level as of the valuation date, you will be exposed to the negative performance of the worst performing underlying shares at maturity, and you will lose a significant portion or all of your investment, even if the other underlying shares have appreciated or have not declined as much. Accordingly, your investment is subject to the price risk of both underlying shares.

 

§Investing in the Trigger PLUS exposes investors to risks associated with investments in securities with a concentration in the gold and silver mining industry. The Trigger PLUS are subject to certain risks applicable to the gold and silver mining industry. The stocks included in the NYSE Arca Gold Miners Index and the MVIS® Global Junior Gold Miners Index and that are generally tracked by the GDX Shares and GDXJ Shares are stocks of companies primarily engaged in the mining of gold or silver. The underlying shares may be subject to increased price volatility as they are linked to a single industry, market or sector and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that industry, market or sector.

 

Because the GDX Shares and GDXJ Shares primarily invest in stocks, American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”) of companies that are involved in the gold mining industry, they are subject to certain risks associated with such companies.

 

Competitive pressures may have a significant effect on the financial condition of companies in the gold mining industry. Also, gold mining companies are highly dependent on the price of gold. Gold prices are subject to volatile price movements over short periods of time and are affected by numerous factors. These include economic factors, including, among other things, the structure of and confidence in the global monetary system, expectations of the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which the price of gold is generally quoted), interest rates and gold borrowing and lending rates, and global or regional economic, financial,

 

July 2019Page 7

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

political, regulatory, judicial or other events. Gold prices may also be affected by industry factors such as industrial and jewelry demand, lending, sales and purchases of gold by the official sector, including central banks and other governmental agencies and multilateral institutions which hold gold, levels of gold production and production costs, and short-term changes in supply and demand because of trading activities in the gold market.

 

The GDX Shares and GDXJ Shares invest to a lesser extent in stocks, ADRs and GDRs of companies involved in the silver mining industry. Silver mining companies are highly dependent on the price of silver. Silver prices can fluctuate widely and may be affected by numerous factors. These include general economic trends, technical developments, substitution issues and regulation, as well as specific factors including industrial and jewelry demand, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar (the currency in which the price of silver is generally quoted) and other currencies, interest rates, central bank sales, forward sales by producers, global or regional political or economic events, and production costs and disruptions in major silver producing countries such as Mexico and Peru. The supply of silver consists of a combination of new mine production and existing stocks of bullion and fabricated silver held by governments, public and private financial institutions, industrial organizations and private individuals. In addition, the price of silver has on occasion been subject to very rapid short-term changes due to speculative activities. From time to time, above-ground inventories of silver may also influence the market.

 

§The prices of the GDX Shares and the GDXJ Shares are subject to currency exchange risk. Because the prices of the GDX Shares and GDXJ Shares are related to the U.S. dollar value of stocks underlying the NYSE Arca Gold Miners Index and the MVIS® Global Junior Gold Miners Index, respectively, holders of the Trigger PLUS will be exposed to currency exchange rate risk with respect to the currencies in which such component securities trade. Exchange rate movements for a particular currency are volatile and are the result of numerous factors including the supply of, and the demand for, those currencies, as well as relevant 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 the relevant region. An investor’s net exposure will depend on the extent to which the currencies of the component securities strengthen or weaken against the U.S. dollar and the relative weight of each currency. If, taking into account such weighting, the dollar strengthens against the currencies of the component securities represented in the NYSE Arca Gold Miners Index or the MVIS® Global Junior Gold Miners Index, the price of the relevant underlying shares will be adversely affected.

 

§The Trigger PLUS are linked to the VanEck Vectors® Junior Gold Miners ETF and are subject to risks associated with small-capitalization companies. As the VanEck Vectors® Junior Gold Miners ETF is one of the underlying shares, and the VanEck Vectors® Junior Gold Miners ETF consists of shares issued by companies with relatively small market capitalization, the Trigger PLUS are linked to the value of small-capitalization companies. These companies often have greater share price volatility, lower trading volume and less liquidity than large-capitalization companies and therefore the VanEck Vectors® Junior Gold Miners ETF may be more volatile than funds that consist of shares issued by large-capitalization companies. Share prices of small-capitalization companies are also more vulnerable than those of large-capitalization companies to adverse business and economic developments, and the shares of small-capitalization companies may be thinly traded. In addition, small capitalization companies are typically less well-established and less stable financially than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their products.

 

§The market price will be influenced by many unpredictable factors. Several factors will influence the value of the Trigger PLUS in the secondary market and the price at which MS & Co. may be willing to purchase or sell the Trigger PLUS in the secondary market, including the value, volatility and dividend yield of the underlying shares, interest and yield rates, time remaining to maturity, geopolitical conditions and economic, financial, political and regulatory or judicial events and any actual or anticipated changes in our credit ratings or credit spreads. The levels of the underlying shares may be, and have recently been, extremely volatile, and we can give you no assurance that the volatility will lessen. See “VanEck Vectors® Gold Miners ETF Overview” and “VanEck Vectors® Junior Gold Miners ETF Overview” below.

 

July 2019Page 8

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

You may receive less, and possibly significantly less, than the stated principal amount per Trigger PLUS if you try to sell your Trigger PLUS prior to maturity.

 

§The Trigger PLUS are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the Trigger PLUS. You are dependent on our ability to pay all amounts due on the Trigger PLUS at maturity and therefore you are subject to our credit risk. If we default on its obligations under the Trigger PLUS, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the Trigger PLUS prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the Trigger PLUS.

 

§As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

 

§The antidilution adjustments the calculation agent is required to make do not cover every event that could affect the underlying shares. MS & Co., as calculation agent, will adjust the adjustment factors for certain events affecting the underlying shares. However, the calculation agent will not make an adjustment for every event that can affect the underlying shares. If an event occurs that does not require the calculation agent to adjust an adjustment factor, the market price of the Trigger PLUS may be materially and adversely affected.

 

§The amount payable on the Trigger PLUS is not linked to the values of the underlying shares at any time other than the valuation date. The final share price of each of the underlying shares will be based on the closing price of such index on the valuation date, subject to adjustment for non-trading days and certain market disruption events. Even if both underlying shares appreciate prior to the valuation date but the value of either of the underlying shares drops by the valuation date to below its respective trigger level, the payment at maturity will be significantly less than it would have been had the payment at maturity been linked to the values of the underlying shares prior to such drop. Although the actual values of the underlying shares on the stated maturity date or at other times during the term of the Trigger PLUS may be higher than their respective trigger levels, the payment at maturity will be based solely on the closing prices on the valuation date.

 

§Investing in the Trigger PLUS is not equivalent to investing in the underlying shares or the stocks composing the share underlying indices. Investing in the Trigger PLUS is not equivalent to investing in the underlying shares, the share underlying indices or the stocks that constitute the share underlying indices. Investors in the Trigger PLUS will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlying shares or the stocks that constitute the share underlying indices.

 

§Adjustments to the underlying shares or the indices tracked by the underlying shares could adversely affect the value of the Trigger PLUS. The investment advisor to each of the underlying shares, VanEck Associates Corporation (“VanEck”), seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the relevant share underlying indices. Pursuant to its investment strategy or otherwise, the investment advisor may add, delete or substitute the stocks composing the respective underlying shares. Any of these actions could adversely affect the price of the respective underlying shares and, consequently, the value of the Trigger PLUS. The publisher of each of the share underlying indices is responsible for calculating and maintaining the relevant share underlying index. The publisher may add, delete or substitute the securities constituting the relevant share underlying index or make other methodological changes that could change the value of the relevant share underlying index, and, consequently, the price of the relevant underlying shares and the value of the Trigger PLUS. The publisher

 

July 2019Page 9

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

of a share underlying index may discontinue or suspend calculation or publication of such share underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued share underlying index and will be permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates.

 

§The performance and market price of any of the underlying shares, particularly during periods of market volatility, may not correlate with the performance of its respective share underlying index, the performance of the component securities of such share underlying index or the net asset value per share of such underlying shares. The underlying shares do not fully replicate their respective share underlying indices, and each may hold securities that are different than those included in its respective share underlying index. In addition, the performance of each of the underlying shares will reflect additional transaction costs and fees that are not included in the calculation of the share underlying indices. All of these factors may lead to a lack of correlation between the performance of each of the underlying shares and its respective share underlying index. In addition, corporate actions (such as mergers and spin-offs) with respect to the equity securities underlying each of the underlying shares may impact the variance between the performance of each of the underlying shares and its respective share underlying index. Finally, because the shares of each of the underlying shares are traded on an exchange and are subject to market supply and investor demand, the market price of one share of each of the underlying shares may differ from the net asset value per share of such underlying shares.

 

In particular, during periods of market volatility, or unusual trading activity, trading in the Trigger PLUS underlying each of the underlying shares may be disrupted or limited, or such securities may be unavailable in the secondary market.  Under these circumstances, the liquidity of each underlying shares may be adversely affected, market participants may be unable to calculate accurately the net asset value per share of each of the underlying shares, and their ability to create and redeem shares of each of the underlying shares may be disrupted. Under these circumstances, the market price of shares of each of the underlying shares may vary substantially from the net asset value per share of each underlying share or the level of its respective share underlying index.

 

For all of the foregoing reasons, the performance of each of the underlying shares may not correlate with the performance of its respective share underlying index, the performance of the component securities of such share underlying index or the net asset value per share of such underlying shares.  Any of these events could materially and adversely affect the prices of each of the underlying shares and, therefore, the value of the Trigger PLUS. Additionally, if market volatility or these events were to occur on the valuation date, the calculation agent would maintain discretion to determine whether such market volatility or events have caused a market disruption event to occur, and such determination would affect the payment at maturity of the Trigger PLUS.  If the calculation agent determines that no market disruption event has taken place, the payment at maturity would be based solely on the published closing price per share of each of the underlying shares on the valuation date, even if any of the underlying shares is underperforming its respective share underlying index or the component securities of such share underlying index and/or trading below the net asset value per share of such underlying shares.

 

§The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our 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 Trigger PLUS in the original issue price reduce the economic terms of the Trigger PLUS, cause the estimated value of the Trigger PLUS 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, including MS & Co., may be willing to purchase the Trigger PLUS 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 our 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 Trigger PLUS in the original issue price and the lower rate we are willing to pay as issuer make the economic terms of the Trigger PLUS less favorable to you than they otherwise would be.

 

July 2019Page 10

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

However, because the costs associated with issuing, selling, structuring and hedging the Trigger PLUS are not fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the Trigger PLUS in the secondary market, absent changes in market conditions, including those related to the underlying shares, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.

 

§The estimated value of the Trigger PLUS is determined by reference to our 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, our models may yield a higher estimated value of the Trigger PLUS than those generated by others, including other dealers in the market, if they attempted to value the Trigger PLUS. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your Trigger PLUS in the secondary market (if any exists) at any time. The value of your Trigger PLUS at any time after the date of this document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also “The market price will be influenced by many unpredictable factors” above.

 

§The Trigger PLUS will not be listed on any securities exchange and secondary trading may be limited. The Trigger PLUS will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Trigger PLUS. MS & Co. may, but is not obligated to, make a market in the Trigger PLUS 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 Trigger PLUS, taking into account its bid/offer spread, our 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 Trigger PLUS. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Trigger PLUS easily. Since other broker-dealers may not participate significantly in the secondary market for the Trigger PLUS, the price at which you may be able to trade your Trigger PLUS is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the Trigger PLUS, it is likely that there would be no secondary market for the Trigger PLUS. Accordingly, you should be willing to hold your Trigger PLUS to maturity.

 

§Hedging and trading activity by our affiliates could potentially adversely affect the value of the Trigger PLUS. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the Trigger PLUS (and possibly to other instruments linked to the underlying shares and the share underlying indices), including trading in the stocks that constitute the underlying shares. As a result, these entities may be unwinding or adjusting hedge positions during the term of the Trigger PLUS, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the valuation date approaches. Some of our affiliates also trade the underlying shares and other financial instruments related to the underlying shares and the share underlying indices on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could potentially affect the initial share price of either of the underlying shares, and, therefore, could increase the value at or above which such underlying shares must close on the valuation date so that investors do not suffer a significant loss on their initial investment in the Trigger PLUS (depending also on the performance of the other underlying shares). Additionally, such hedging or trading activities during the term of the Trigger PLUS, including on the valuation date, could adversely affect the value of either of the underlying shares on the valuation date, and, accordingly, the amount of cash an investor will receive at maturity, if any (depending also on the performance of the other underlying shares).

 

§The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the Trigger PLUS. As calculation agent, MS & Co. will determine the initial share prices, the trigger levels and the final share prices, including whether either of the underlying shares have decreased to below the respective trigger level, whether a market disruption event has occurred and whether to make any adjustments to the adjustment factors, and will calculate the amount of cash you receive at maturity, if any. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and

 

July 2019Page 11

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events or calculation of the final share price in the event of a market disruption event. These potentially subjective determinations may adversely affect the payout to you at maturity, if any. For further information regarding these types of determinations, see “Description of PLUS—Postponement of Valuation Date(s),” “—Alternate Exchange Calculation in case of an Event of Default” and “—Calculation Agent and Calculations” in the accompanying product supplement. In addition, MS & Co. has determined the estimated value of the Trigger PLUS on the pricing date.

 

§The U.S. federal income tax consequences of an investment in the Trigger PLUS are uncertain. Please read the discussion under “Additional Information—Tax considerations” in this document and the discussion under “United States Federal Taxation” in the accompanying product supplement for PLUS (together, the “Tax Disclosure Sections”) concerning the U.S. federal income tax consequences of an investment in the Trigger PLUS. As discussed in the Tax Disclosure Sections, there is a substantial risk that the “constructive ownership” rule could apply, in which case all or a portion of any long-term capital gain recognized by a U.S. Holder could be recharacterized as ordinary income and an interest charge could be imposed. If the Internal Revenue Service (the “IRS”) were successful in asserting an alternative treatment, the timing and character of income on the Trigger PLUS might differ significantly from the tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment, the IRS could seek to recharacterize the Trigger PLUS as debt instruments. In that event, U.S. Holders would be required to accrue into income original issue discount on the Trigger PLUS every year at a “comparable yield” determined at the time of issuance and recognize all income and gain in respect of the Trigger PLUS as ordinary income. Additionally, as discussed under “United States Federal Taxation—FATCA” in the accompanying product supplement for PLUS, the withholding rules commonly referred to as “FATCA” would apply to the Trigger PLUS if they were recharacterized as debt instruments. However, recently proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization) eliminate the withholding requirement on payments of gross proceeds of a taxable disposition (other than amounts treated as interest). The risk that financial instruments providing for buffers, triggers or similar downside protection features, such as the Trigger PLUS, would be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features. We do not plan to request a ruling from the IRS regarding the tax treatment of the Trigger PLUS, and the IRS or a court may not agree with the tax treatment described in the Tax Disclosure Sections.

 

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” rule, as discussed in this document. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the Trigger PLUS, possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the Trigger PLUS, including possible alternative treatments, the potential application of the constructive ownership rule, the issues presented by this notice and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

 

July 2019Page 12

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

VanEck Vectors® Gold Miners ETF Overview

 

The VanEck Vectors Gold Miners ETF is an exchange-traded fund managed by VanEck, a registered investment company that seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the NYSE Arca Gold Miners Index. VanEck Vectors® ETF Trust (the “Trust”) is an investment portfolio managed by VanEck. Information provided to or filed with the Commission by the Trust pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file numbers 333-123257 and 811-10325, respectively, through the Commission’s website at www.sec.gov. In addition, information may be obtained from other publicly available sources. Neither the issuer nor the agent makes any representation that any such publicly available information regarding the VanEck Vectors® Gold Miners ETF is accurate or complete.

 

Information as of market close on July 9, 2019:

 

Bloomberg Ticker Symbol: GDX
Current Share Price: $25.65
52 Weeks Ago: $22.55
52 Week High (on 6/24/2019): $26.17
52 Week Low (on 9/11/2018): $17.57
   

The following table sets forth the published high and low closing prices, as well as the end-of-quarter closing prices, of the GDX Shares for each quarter from January 1, 2014 through July 9, 2019. The closing price of the GDX Shares on July 9, 2019 was $25.65. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The GDX Shares have at times experienced periods of high volatility, and you should not take the historical values of the GDX Shares as an indication of future performance.

 

VanEck Vectors® Gold Miners ETF (CUSIP: 5706U100) High ($) Low ($) Period End ($)
2014      
First Quarter 27.73 21.27 23.60
Second Quarter 26.45 22.04 26.45
Third Quarter 27.46 21.35 21.35
Fourth Quarter 21.94 16.59 18.38
2015      
First Quarter 22.94 17.67 18.24
Second Quarter 20.82 17.76 17.76
Third Quarter 17.85 13.04 13.74
Fourth Quarter 16.90 13.08 13.72
2016      
First Quarter 20.86 12.47 19.98
Second Quarter 27.70 19.53 27.70
Third Quarter 31.32 25.45 26.43
Fourth Quarter 25.96 18.99 20.92
2017      
First Quarter 25.57 21.14 22.81
Second Quarter 24.57 21.1 22.08
Third Quarter 25.49 21.21 22.96
Fourth Quarter 23.84 21.42 23.24
2018      
First Quarter 24.60 21.27 21.98
Second Quarter 23.06 21.81 22.31

July 2019Page 13

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

VanEck Vectors® Gold Miners ETF (CUSIP: 5706U100) High ($) Low ($) Period End ($)
Third Quarter 22.68 17.57 18.52
Fourth Quarter 21.09 18.39 21.09
2019      
First Quarter 23.36 20.31 22.42
Second Quarter 26.17 20.17 25.56
Third Quarter (through July 9, 2019) 25.65 24.58 25.65
       
GDX Shares Daily Closing Prices
January 1, 2014 to July 9, 2019

 

This document relates only to the Trigger PLUS offered hereby and does not relate to the GDX Shares. We have derived all disclosures contained in this document regarding the Trust from the publicly available documents described above. In connection with the offering of the Trigger PLUS, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to the Trust. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the Trust is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the GDX Shares (and therefore the price of the GDX Shares at the time we price the Trigger PLUS) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning the Trust could affect the value received with respect to the Trigger PLUS and therefore the value of the Trigger PLUS.

 

Neither we nor any of our affiliates makes any representation to you as to the performance of the GDX Shares.

 

We and/or our affiliates may presently or from time to time engage in business with the Trust.  In the course of such business, we and/or our affiliates may acquire non-public information with respect to the Trust, and neither we nor any of our affiliates undertakes to disclose any such information to you.  In addition, one or more of our affiliates may publish research reports with respect to the GDX Shares.  The statements in the preceding two sentences are not intended to affect the rights of investors in the Trigger PLUS under the securities laws.  As a prospective purchaser of the Trigger PLUS, you should undertake an independent investigation of the Trust as in your judgment is appropriate to make an informed decision with respect to an investment linked to the GDX Shares.

 

July 2019Page 14

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

The Trigger PLUS are not sponsored, endorsed, sold, or promoted by the Trust. The Trust makes no representations or warranties to the owners of the Trigger PLUS or any member of the public regarding the advisability of investing in the Trigger PLUS. The Trust has no obligation or liability in connection with the operation, marketing, trading or sale of the Trigger PLUS.

 

The Trigger PLUS are not sponsored, endorsed, sold, or promoted by the Trust. The Trust make no representations or warranties to the owners of the Trigger PLUS or any member of the public regarding the advisability of investing in the Trigger PLUS. The Trust has no obligation or liability in connection with the operation, marketing, trading or sale of the Trigger PLUS.

 

The NYSE Arca Gold Miners Index. The NYSE Arca Gold Miners Index is a modified market capitalization weighted index comprised of publicly traded companies involved primarily in the mining of gold and silver. The NYSE Arca Gold Miners Index includes common stocks, American depositary receipts or global depositary receipts of selected companies involved in the mining for gold and silver ore and are listed for trading and electronically quoted on a major stock market that is accessible by foreign investors. For additional information about the NYSE Arca Gold Miners Index, please see the information set forth under “NYSE Arca Gold Miners Index” in the accompanying index supplement.

 

July 2019Page 15

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

VanEck Vectors® Junior Gold Miners ETF Overview

 

The VanEck Vectors® Junior Gold Miners ETF is an exchange-traded fund that seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of publicly traded small-capitalization companies involved primarily in the mining of gold or silver, as measured by the MVIS® Global Junior Gold Miners Index. VanEck Vectors® ETF Trust (the “Trust”) is an investment portfolio managed by VanEck. Information provided to or filed with the Securities and Exchange Commission (the “Commission”) by the Trust pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file numbers 333-123257 and 811-10325, respectively, through the Commission’s website at www.sec.gov.  In addition, information may be obtained from other publicly available sources.  Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the VanEck Vectors® Junior Gold Miners ETF is accurate or complete.

 

Information as of market close on July 9, 2019:

 

Bloomberg Ticker Symbol: GDXJ
Current Share Price: $34.96
52 Weeks Ago: $33.51
52 Week High (on 6/24/2019): $35.60
52 Week Low (on 11/13/2018): $26.17
   

The following table sets forth the published high and low closing prices, as well as the end-of-quarter closing prices, of the GDXJ Shares for each quarter from January 1, 2014 through July 9, 2019. The closing price of the GDXJ Shares on July 9, 2019 was $34.96. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The GDXJ Shares have at times experienced periods of high volatility, and you should not take the historical values of the GDXJ Shares as an indication of future performance.

 

VanEck Vectors® Junior Gold Miners ETF (CUSIP: 92189F791) High ($) Low ($) Period End ($)
2014      
First Quarter 44.83 31.09 36.13
Second Quarter 43.07 33.10 42.26
Third Quarter 45.51 33.62 33.62
Fourth Quarter 34.46 21.47 23.93
2015      
First Quarter 30.10 21.29 22.74
Second Quarter 26.71 23.62 24.15
Third Quarter 23.84 18.31 19.59
Fourth Quarter 23.34 18.6 19.21
2016      
First Quarter 28.71 17.09 27.85
Second Quarter 42.62 27.50 42.62
Third Quarter 51.68 41.77 44.29
Fourth Quarter 43.54 28.18 31.55
2017      
First Quarter 42.29 32.98 35.98
Second Quarter 38.04 29.65 33.38
Third Quarter 37.68 31.29 33.59
Fourth Quarter 34.97 30.04 34.13
2018      
First Quarter 35.74 30.63 32.15
Second Quarter 34.10 31.90 32.70
Third Quarter 33.51 26.44 27.36
Fourth Quarter 30.22 26.17 30.22

July 2019Page 16

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

VanEck Vectors® Junior Gold Miners ETF (CUSIP: 92189F791) High ($) Low ($) Period End ($)
2019      
First Quarter 34.41 29.33 31.73
Second Quarter 35.60 27.95 34.96
Third Quarter (through July 9, 2019) 34.96 33.23 34.96
       
GDXJ Shares Daily Closing Prices
January 1, 2014 to July 9, 2019

 

This document relates only to the Trigger PLUS offered hereby and does not relate to the GDXJ Shares. We have derived all disclosures contained in this document regarding the Trust from the publicly available documents described above. In connection with the offering of the Trigger PLUS, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to the Trust. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the Trust is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the GDXJ Shares (and therefore the price of the GDXJ Shares at the time we price the Trigger PLUS) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning the Trust could affect the value received with respect to the Trigger PLUS and therefore the value of the Trigger PLUS.

 

Neither we nor any of our affiliates makes any representation to you as to the performance of the GDXJ Shares.

 

We and/or our affiliates may presently or from time to time engage in business with the Trust.  In the course of such business, we and/or our affiliates may acquire non-public information with respect to the Trust, and neither we nor any of our affiliates undertakes to disclose any such information to you.  In addition, one or more of our affiliates may publish research reports with respect to the GDXJ Shares.  The statements in the preceding two sentences are not intended to affect the rights of investors in the Trigger PLUS under the securities laws.  As a prospective purchaser of the Trigger PLUS, you should undertake an independent investigation of the Trust as in your judgment is appropriate to make an informed decision with respect to an investment linked to the GDXJ Shares.

 

July 2019Page 17

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

The Trigger PLUS are not sponsored, endorsed, sold, or promoted by the Trust. The Trust makes no representations or warranties to the owners of the Trigger PLUS or any member of the public regarding the advisability of investing in the Trigger PLUS. The Trust has no obligation or liability in connection with the operation, marketing, trading or sale of the Trigger PLUS.

 

The Trigger PLUS are not sponsored, endorsed, sold, or promoted by the Trust. The Trust make no representations or warranties to the owners of the Trigger PLUS or any member of the public regarding the advisability of investing in the Trigger PLUS. The Trust has no obligation or liability in connection with the operation, marketing, trading or sale of the Trigger PLUS.

 

MVIS® Global Junior Gold Miners Index. The MVIS® Global Junior Gold Miners Index is a modified market capitalization-based index intended to track the performance of the most liquid small-capitalization companies in the global gold and silver mining industry. As of July 11, 2019, the MVIS® Global Junior Gold Miners Index included 66 component stocks in the materials industry.

 

July 2019Page 18

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

Additional Terms of the Trigger PLUS

 

Please read this information in conjunction with the summary terms on the front cover of this document.

 

Additional Terms:  
If the terms described herein are inconsistent with those described in the accompanying product supplement, index supplement or prospectus, the terms described herein shall control.
Share underlying indices:

With respect to the GDX Shares, the NYSE Arca Gold Miners Index

 

With respect to the GDXJ Shares, the MVIS® Global Junior Gold Miners Index

 

Share underlying index publishers:

With respect to the GDX Shares, NYSE Arca, or any successor thereof.

 

With respect to the GDXJ Shares, MVIS® Investable Indices, or any successor thereof.

 

Denominations: $1,000 per Trigger PLUS and integral multiples thereof
Postponement of maturity date: If the scheduled valuation date is not a trading day with respect to either of the underlying shares or if a market disruption event occurs with respect to either of the underlying shares on that day so that the valuation date is postponed and falls less than two business days prior to the scheduled maturity date, the maturity date of the Trigger PLUS will be postponed to the second business day following the latest valuation date as postponed with respect to either of the underlying shares.
Trustee: The Bank of New York Mellon
Calculation agent: MS & Co.
Issuer notice to registered security holders, the trustee and the depositary:

In the event that the maturity date is postponed due to postponement of the valuation date, the issuer shall give notice of such postponement and, once it has been determined, of the date to which the maturity date has been rescheduled (i) to each registered holder of the Trigger PLUS by mailing notice of such postponement by first class mail, postage prepaid, to such registered holder’s last address as it shall appear upon the registry books, (ii) to the trustee by facsimile confirmed by mailing such notice to the trustee by first class mail, postage prepaid, at its New York office and (iii) to The Depository Trust Company (the “depositary”) by telephone or facsimile, confirmed by mailing such notice to the depositary by first class mail, postage prepaid. Any notice that is mailed to a registered holder of the Trigger PLUS in the manner herein provided shall be conclusively presumed to have been duly given to such registered holder, whether or not such registered holder receives the notice. The issuer shall give such notice as promptly as possible, and in no case later than (i) with respect to notice of postponement of the maturity date, the business day immediately preceding the scheduled maturity date and (ii) with respect to notice of the date to which the maturity date has been rescheduled, the business day immediately following the actual valuation date.

 

The issuer shall, or shall cause the calculation agent to, (i) provide written notice to the trustee, on which notice the trustee may conclusively rely, and to the depositary of the amount of cash, if any, to be delivered with respect to the Trigger PLUS, on or prior to 10:30 a.m. (New York City time) on the business day preceding the maturity date, and (ii) deliver the aggregate cash amount due with respect to the Trigger PLUS, if any, to the trustee for delivery to the depositary, as holder of the Trigger PLUS, on the maturity date.

 

July 2019Page 19

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

Additional Information about the Trigger PLUS

 

Additional Information:  
Minimum ticketing size: $1,000 / 1 Trigger PLUS
Tax considerations: Although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the Trigger PLUS due to the lack of governing authority, in the opinion of our counsel, Davis Polk & Wardwell LLP, under current law, and based on current market conditions, a Trigger PLUS should be treated as a single financial contract that is an “open transaction” for U.S. federal income tax purposes.  However, because our counsel’s opinion is based in part on market conditions as of the date of this document, it is subject to confirmation on the pricing date.
   
  Assuming this treatment of the Trigger PLUS is respected and subject to the discussion in “United States Federal Taxation” in the accompanying product supplement for PLUS, the following U.S. federal income tax consequences should result based on current law:
   
  §  A U.S. Holder should not be required to recognize taxable income over the term of the Trigger PLUS prior to settlement, other than pursuant to a sale or exchange.
   
  §  Upon sale, exchange or settlement of the Trigger PLUS, a U.S. Holder should recognize gain or loss equal to the difference between the amount realized and the U.S. Holder’s tax basis in the Trigger PLUS. Subject to the discussion below concerning the potential application of the “constructive ownership” rule, such gain or loss should be long-term capital gain or loss if the investor has held the Trigger PLUS for more than one year, and short-term capital gain or loss otherwise.
   
 

Because the Trigger PLUS are linked to shares of exchange-traded funds, although the matter is not clear, there is a substantial risk that an investment in the Trigger PLUS will be treated as a “constructive ownership transaction” under Section 1260 of the Internal Revenue Code of 1986, as amended (the “Code”). If this treatment applies, all or a portion of any long-term capital gain of the U.S. Holder in respect of the Trigger PLUS could be recharacterized as ordinary income (in which case an interest charge will be imposed). Due to the lack of governing authority, our counsel is unable to opine as to whether or how Section 1260 of the Code applies to the Trigger PLUS. U.S. investors should read the section entitled “United States Federal Taxation—Tax Consequences to U.S. Holders—Possible Application of Section 1260 of the Code” in the accompanying product supplement for PLUS for additional information and consult their tax advisers regarding the potential application of the “constructive ownership” rule.

 

In 2007, the U.S. Treasury Department and the Internal Revenue Service (the “IRS”) released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” rule, as discussed above. While the notice requests comments on appropriate transition

 

July 2019Page 20

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

 

rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the Trigger PLUS, possibly with retroactive effect.

 

As discussed in the accompanying product supplement for PLUS, Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% (or a lower applicable treaty rate) withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities (each, an “Underlying Security”). Subject to certain exceptions, Section 871(m) generally applies to securities that substantially replicate the economic performance of one or more Underlying Securities, as determined based on tests set forth in the applicable Treasury regulations (a “Specified Security”). However, pursuant to an IRS notice, Section 871(m) will not apply to securities issued before January 1, 2021 that do not have a delta of one with respect to any Underlying Security. Based on the terms of the Trigger PLUS and current market conditions, we expect that the Trigger PLUS will not have a delta of one with respect to any Underlying Security on the pricing date. However, we will provide an updated determination in the final pricing supplement. Assuming that the Trigger PLUS do not have a delta of one with respect to any Underlying Security, our counsel is of the opinion that the Trigger PLUS should not be Specified Securities and, therefore, should not be subject to Section 871(m).

 

Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security. If withholding is required, we will not be required to pay any additional amounts with respect to the amounts so withheld. You should consult your tax adviser regarding the potential application of Section 871(m) to the Trigger PLUS.

 

Both U.S. and non-U.S. investors considering an investment in the Trigger PLUS should read the discussion under “Risk Factors” in this document and the discussion under “United States Federal Taxation” in the accompanying product supplement for PLUS and consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an investment in the Trigger PLUS, including possible alternative treatments, the potential application of the constructive ownership rule, the issues presented by the aforementioned notice and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

 

The discussion in the preceding paragraphs under “Tax considerations” and the discussion contained in the section entitled “United States Federal Taxation” in the accompanying product supplement for PLUS, insofar as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of an investment in the Trigger PLUS.

 

Use of proceeds and hedging:

The proceeds from the sale of the Trigger PLUS will be used by us for general corporate purposes. We will receive, in aggregate, $1,000 per Trigger PLUS issued, because, when we enter into hedging transactions in order to meet our obligations under the Trigger PLUS, our hedging counterparty will reimburse the cost of the agent’s commissions. The costs of the Trigger PLUS borne by you and described on page 2 above comprise the agent’s commissions and the cost of issuing, structuring and hedging the Trigger PLUS.

 

On or prior to the pricing date, we will hedge our anticipated exposure in

 

July 2019Page 21

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

  connection with the Trigger PLUS by entering into hedging transactions with our affiliates and/or third-party dealers.  We expect our hedging counterparties to take positions in underlying shares, futures and/or options contracts on the underlying shares or any component stocks of the share underlying indices, or positions in any other available securities or instruments that they may wish to use in connection with such hedging.  Such purchase activity could potentially increase the value of one or both of the underlying shares on the pricing date, and therefore could increase the price at or above which such underlying shares must close on the valuation date so that investors do not suffer a significant loss on their initial investment in the Trigger PLUS (depending also on the performance of the other underlying shares).  In addition, through our affiliates, we are likely to modify our hedge position throughout the term of the Trigger PLUS, including on the valuation date, by purchasing and selling the stocks constituting the underlying shares, futures or options contracts on the underlying shares or its component stocks listed on major securities markets or positions in any other available securities or instruments that we may wish to use in connection with such hedging activities.  As a result, these entities may be unwinding or adjusting hedge positions during the term of the Trigger PLUS, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the valuation date approaches.  We cannot give any assurance that our hedging activities will not affect the value of either of the underlying shares, and, therefore, adversely affect the value of the Trigger PLUS or the payment you will receive at maturity, if any (depending also on the performance of the other underlying shares).  For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging” in the accompanying product supplement for PLUS.
Benefit plan investor considerations:

Each fiduciary of a pension, profit-sharing or other employee benefit plan subject to Title I of 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 Trigger PLUS. 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 affiliates, including MS & Co., may each 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 (such accounts and plans, together with other plans, accounts and arrangements subject to Section 4975 of the Code, also “Plans”). ERISA Section 406 and Section 4975 of the Code generally prohibit transactions between Plans and parties in interest or disqualified persons. Prohibited transactions within the meaning of ERISA or the Code would likely arise, for example, if the Trigger PLUS 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 Trigger PLUS 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 those 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 Trigger PLUS. Those class exemptions are PTCE 96-23 (for certain transactions determined by

 

July 2019Page 22

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

 

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 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 Trigger PLUS.

 

Because we may be considered a party in interest with respect to many Plans, the Trigger PLUS 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 Trigger PLUS will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and holding of the Trigger PLUS that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such Trigger PLUS 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 of these Trigger PLUS will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or violate 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 Trigger PLUS on behalf of or with “plan assets” of any Plan consult with their counsel regarding the availability of exemptive relief.

 

The Trigger PLUS are contractual financial instruments. The financial exposure provided by the Trigger PLUS is not a substitute or proxy for, and is not intended as a substitute or proxy for, individualized investment management or advice for the benefit of any purchaser or holder of the Trigger PLUS. The Trigger PLUS have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives of any purchaser or holder of the Trigger PLUS.

 

Each purchaser or holder of any Trigger PLUS acknowledges and agrees that:

 

(i)    the purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the purchaser or holder has not relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser or holder with respect to (A) the design and terms of the Trigger PLUS, (B) the purchaser or holder’s investment in the Trigger PLUS, or (C) the exercise of or failure to exercise any rights we have under or with respect to the Trigger PLUS;

 

(ii)   we and our affiliates have acted and will act solely for our own account in

 

July 2019Page 23

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

 

connection with (A) all transactions relating to the Trigger PLUS and (B) all hedging transactions in connection with our obligations under the Trigger PLUS;

 

(iii)  any and all assets and positions relating to hedging transactions by us or our affiliates are assets and positions of those entities and are not assets and positions held for the benefit of the purchaser or holder;

 

(iv)  our interests are adverse to the interests of the purchaser or holder; and

 

(v)   neither we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions or transactions, and any information that we or any of our affiliates may provide is not intended to be impartial investment advice.

 

Each purchaser and holder of the Trigger PLUS has exclusive responsibility for ensuring that its purchase, holding and disposition of the Trigger PLUS do not violate the prohibited transaction rules of ERISA or the Code or any Similar Law. The sale of any Trigger PLUS to any Plan or plan subject to Similar Law is in no respect a 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. In this regard, neither this discussion nor anything provided in this document is or is intended to be investment advice directed at any potential Plan purchaser or at Plan purchasers generally and such purchasers of these Trigger PLUS should consult and rely on their own counsel and advisers as to whether an investment in these Trigger PLUS is suitable.

 

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 Trigger PLUS if the account, plan or annuity is for the benefit of an employee of Morgan Stanley or Morgan Stanley Wealth Management or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of the Trigger PLUS by the account, plan or annuity.

 

Additional considerations: Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the Trigger PLUS, either directly or indirectly.
Supplemental information regarding plan of distribution; conflicts of interest:

Selected dealers, which may include our affiliates, and their financial advisors will collectively receive from the agent a fixed sales commission of $ for each Trigger PLUS they sell.

 

MS & Co. is an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging the Trigger PLUS. When MS & Co. prices this offering of Trigger PLUS, it will determine the economic terms of the Trigger PLUS, including the maximum payment at maturity, such that for each Trigger PLUS the estimated value on the pricing date will be no lower than the minimum level described in “Investment Summary” on page 2.

 

MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 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. See “Plan of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement for PLUS.

 

July 2019Page 24

Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the VanEck Vectors® Gold Miners ETF and the VanEck Vectors® Junior Gold Miners ETF due July 22, 2022 

Trigger Performance Leveraged Upside SecuritiesSM 

Principal at Risk Securities 

Where you can find more information:

Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the product supplement for PLUS and the index supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement, the product supplement for PLUS, the index supplement and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at.www.sec.gov. Alternatively, Morgan Stanley or MSFL will arrange to send you the product supplement for PLUS, the index supplement and prospectus if you so request by calling toll-free 800-584-6837.

 

You may access these documents on the SEC web site at.www.sec.gov.as follows:

 

Product Supplement for PLUS dated November 16, 2017

 

Index Supplement dated November 16, 2017

 

Prospectus dated November 16, 2017

 

Terms used but not defined in this document are defined in the product supplement for PLUS, the index supplement or in the prospectus.

 

“Performance Leveraged Upside SecuritiesSM” and “PLUSSM” are our service marks.

 

 

 

July 2019Page 25