FWP 1 dp09597_fwp.htm
 
Free Writing Prospectus
Registration Statement No. 333-131266
Dated April 21, 2008
Filed pursuant to Rule 433
 
 
 
 
Access the Renminbi and Rupee
 
marketvectorsETNs.com
 




1.888.MKT.VCTR

    *    Home
    *    Prices and Returns
    *    Product Facts
          o Chinese Renminbi/USD ETN
          o Indian Rupee/USD ETN
    *    Index Facts
          o Chinese Renminbi/USD ETN
          o Indian Rupee/USD ETN
    *    Index Values and Returns
    *    Literature
    *    Prospectuses
    *    How to Purchase
    *    In the News
    *    Request Literature
    *    Contact Us

----------------------------
Morgan Stanley, the issuer of the Market Vectors Currency ETNs, has filed a
registration statement (including a prospectus) with the SEC for the offering
to which this communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents Morgan Stanley
has filed with the SEC for more complete information about the issuer and the
offering of the Market Vectors Currency ETNs. You may get these documents for
free by clicking here or EDGAR on the SEC Web site at www.sec.gov.
Alternatively, you may request a free copy of the prospectus by calling Van Eck
Securities Corporation at 1.888.MKT.VCTR; you may also request a copy from
Morgan Stanley or any other dealer participating in this offer.

Market Vectors Currency ETNs

Currency ETNs
Chinese Renminbi/USD ETN
Indian Rupee/USD ETN


For individual investors and financial professionals alike, Market Vectors
Currency ETNs provide an innovative, convenient way to trade, hedge or invest
in dynamic world currency markets.

Features and Benefits

Easy Access
provides exposure to difficult-to-access currency markets in the form of a
single securities transaction

Major World Currencies
participate in the currencies of some of the world's largest and most important
countries

Indices Seek to Track the Spot Exchange Rate
achieved by currency forward contract plus short term deposits



Frequently Asked Questions

What are Market Vectors Currency ETNs?
-    Market Vectors Currency Exchange-Traded Notes are senior, unsecured debt
     securities issued by Morgan Stanley that deliver exposure to the exchange
     rate between U.S. dollars and foreign currencies. They are not equities or
     index funds, but do possess some trading advantages of these products.

What are the advantages of exchange-traded notes?
-    Exchange-traded notes allow for convenient access to the returns of market
     benchmarks, minus investor fees(1). They offer trading flexibility not
     unlike equities and are traded on an exchange throughout the day. ETNs can
     act as an effective hedging tool, as they can be traded long or short.
     ETNs typically seek to offer cost-effective investments in previously
     cumbersome, expensive or difficult-to-access sectors of the market. Please
     speak to your financial advisor for more information. Talk with your tax
     professional about information regarding recent tax rulings on ETNs.

How do ETNs generate returns?
-    Investors may trade ETNs on an exchange at market price or receive a
     principal payment upon maturity or early redemption(2), based on Index
     performance, less investor fees(1).


 

 
 




Who is the issuer?

-    Morgan Stanley is a global financial services firm that, through its
     subsidiaries and affiliates, provides its products and services to a large
     and diversified group of clients and customers, including corporations,
     governments, financial institutions and individuals. The credit ratings
     for Morgan Stanley's senior debt are Aa3 for Moody's and AA- for Standard
     & Poor's. The outlook for Morgan Stanley's senior debt rating by each
     rating agency is negative, and Standard & Poor's placed the senior debt
     credit ratings on Credit Watch with negative implications on December 19,
     2007.

How can you buy and sell Market Vectors ETNs?

-    Market Vectors ETNs will be listed on NYSE Arca. You can buy and sell
     Market Vectors ETNs through a broker at any time and will be subject to
     brokerage commissions. You may sell Market Vectors ETNs in several ways.
     You can sell the notes in the secondary market during trading hours. You
     may also choose early redemption if you own a large block of ETNs,
     typically 50,000 units, and redeem the block directly to the issuer (see
     the procedures for redemption(2) set forth in the applicable prospectus).
     Alternatively, you may hold the ETNs until maturity and receive a cash
     payment from the issuer based upon the positive or negative performance of
     the underlying index, less investor fees(1).


What are the risks of investing in ETNs?

ETNs are not secured debt; there is no principal protection; the ETNs do not
pay interest and the issuer is subject to default risk. Apart from default
risk, there is also credit rating risk. That is, if the issuer's credit rating
is downgraded, the ETN's value may decrease even while the underlying index
rises. The underlying index may go up or down. Even if the index goes up,
investors may not recover their principal once investor fees are deducted.

 

 
 




1 The Investor Fee is equal to 0.55% times the principal amount of your ETNs,
times the Index Factor, calculated on a daily basis in the following manner:
The Investor Fee on the inception date will equal zero. On each subsequent
calendar day until maturity or early redemption, the Investor Fee will increase
by an amount equal to the 0.55% times the principal amount of your ETNs times
the Index Factor on that day (or, if such day is not an index business day, the
Index Factor on the immediately preceding an index business day) divided by
365. The Index Factor on any given day will be equal to the closing value of
the Index value on that day divided by the initial index level. The initial
index level is the value of the Index on the inception date.

2 Investors must make a request to redeem at least 50,000 units of the ETNs
directly to the issuer, Morgan Stanley, subject to the procedures described in
the relevant prospectus.

The ETNs are not rated. Investors in the ETNs are subject to the credit risk of
the issuer, Morgan Stanley, for any amounts payable on the ETNs at maturity or
upon any earlier redemption. Morgan Stanley's senior debt credit ratings set
forth above are on negative outlook.

The Market Vectors Currency ETNs are senior unsecured debt obligations of
Morgan Stanley that do not pay interest or guarantee the return of principal.

The amount investors will be paid on their Market Vectors Currency ETNs at
maturity or on any earlier repurchase date will depend on the index closing
value of the underlying index on the applicable valuation date(s) and on the
amount of investor fees that will have accumulated with respect to the Market
Vectors Currency ETNs. Because the investor fees reduce the amount of payment
you may receive at maturity or upon any earlier repurchase, the level of the
underlying index on the applicable valuation date(s) must increase sufficiently
to compensate for the deduction of the investor fees in order for you to
receive at least the stated principal amount of your Market Vectors Currency
ETNs at maturity or upon our earlier repurchase. In order to require the issuer
to repurchase the Market Vectors Currency ETNs, investors must make the request
with respect to at least 50,000 Market Vectors Currency ETNs. Depending on the
index level on the applicable valuation date(s), investors could lose a
substantial portion or even all of their investment.

Market Vectors Currency ETNs can be bought and sold through your broker at any
time and will be subject to brokerage commissions.

Market Vectors Currency ETNs are subject to significant risk of loss. Risks
include exposure to: single currency exchange rates; differences between the
currency forward contracts tracked by the underlying index and the official
spot rate; changes in the volatility of the underlying index; changes in the
currency markets during hours when the Market Vectors Currency ETNs are not
trading; changes in interest rate levels; government intervention in the
currency markets; geopolitical conditions and economic, financial, regulatory,
political, judicial or other events that affect the foreign exchange markets;
and Morgan Stanley's creditworthiness.

In addition, currency markets are subject to temporary distortions or other
disruptions due to various factors, including lack of liquidity, participation
of speculators and government regulation and intervention. As a result, the
market value of the Market Vectors Currency ETNs will vary and may be less than
the original issue price at any time over the term of the ETNs.

"Standard & Poor's(R)," "S&P(R)," "S&P Chinese Renminbi Total Return Index" and
"S&P Indian Rupee Total Return Index" are trademarks of The McGraw-Hill
Companies, Inc. and have been licensed for use by Morgan Stanley. The Market
Vectors Currency ETNs are not sponsored, endorsed, sold or promoted by The
McGraw-Hill Companies, Inc., and The McGraw-Hill Companies, Inc. makes no
representation regarding the advisability of investing in the Market Vectors
Currency ETNs.

Van Eck Securities Corporation is the exclusive marketer of the Market Vectors
Currency ETNs.