Bond Morgan Stanleigh 7.5% ( US61761JRE19 ) in USD

Morgan Stanleigh

100 % ⇌

United States

US61761JRE19 ( in USD )

7.5% per year ( payment 2 times a year)

29/06/2029

Prospectus brochure of the bond Morgan Stanley US61761JRE19 en USD 7.5%, maturity 29/06/2029

1 000 USD

1 440 000 USD

61761JRE1

N/A

29/12/2025 ( In 149 days )

Morgan Stanley is a leading global financial services firm offering investment banking, wealth management, investment management, and securities services to individuals, corporations, and governments worldwide.

This financial article details a specific bond offering (ISIN: US61761JRE19, CUSIP: 61761JRE1) issued by Morgan Stanley, a leading global financial services firm established in 1935 and renowned for its extensive operations in investment banking, securities, wealth management, and investment management across a diverse global client base of corporations, governments, institutions, and individuals. This United States-issued debt instrument, denominated in USD, is currently valued at 100% of its par value on the market and offers an attractive annual interest rate of 7.5%, with coupon payments disbursed semi-annually until its maturity on June 29, 2029; the total size of this particular bond issuance stands at USD 1,440,000, with a minimum investment threshold of USD 1,000, and it carries a 'Not Rated' (NR) designation from Moody's rating agency.

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424B2 1 dp47437_424b2-1440.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration

Title of Each Class of Securities Offered
Offering Price
Fee
Contingent Income Securities due 2029
$1,440,000

$185.47

June 2014
Pricing Supplement No. 1,440
Registration Statement No. 333-178081
Dated June 25, 2014
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in International Equities
Contingent Income Securities due June 29, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index
Principal at Risk Securities
The securities are unsecured obligations of Morgan Stanley and have the terms described in the accompanying prospectus
supplement, index supplement and prospectus, as supplemented or modified by this document. The securities do not guarantee
the repayment of principal and do not provide for the regular payment of interest after the first 3 years. For the first 3 years, the
securities will pay a fixed monthly coupon at the rate specified below. Thereafter, the securities will pay a contingent monthly
coupon but only if the index closing value of each of the Russell 2000® Index and the EURO STOXX 50® Index on the related
observation date is at or above 75% of its respective initial index value, which we refer to as the coupon barrier level. If the
index closing value of either underlying index is less than the coupon barrier level for such index on any observation date after
the first 3 years, we will pay no interest for the related interest period. At maturity, if the final index value of each underlying index
is greater than or equal to 50% of the respective initial index value, which we refer to as the downside threshold level, the
payment at maturity will be the stated principal amount, and, if the final index value of each underlying index is also greater than o
equal to its coupon barrier level, the related contingent monthly coupon. If, however, the final index value of either underlying
index is less than its downside threshold level, investors wil be exposed to the decline in the worst performing underlying index on
a 1 to 1 basis and will receive a payment at maturity that is less than 50% of the stated principal amount of the securities and
could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial
investment based on the performance of either index and also the risk of not receiving any monthly coupons after the
first 3 years. Because payments on the securities are based on the worst performing of the underlying indices, a decline beyond
the respective coupon barrier level and/or respective downside threshold level, as applicable, of either underlying index will result
in few or no contingent monthly coupons after the first 3 years and/or a significant loss of your investment, as applicable, even if
the other underlying index has appreciated or has not declined as much. Investors will not participate in any appreciation in either
underlying index. These long-dated securities are for investors who are willing to risk their principal and seek an opportunity to
earn interest at a potential y above-market rate in exchange for the risk of receiving no monthly interest after the first 3 years if
either underlying index closes below the coupon barrier level for such index on the observation dates. The securities are notes
issued as part of Morgan Stanley's Series F Global Medium-Term Notes program.
All payments are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations, you could
lose some or all of your investment. These securities 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.
FINAL TERMS
Issuer:
Morgan Stanley
Underlying indices:
Russel 2000® Index (the "RTY Index") and EURO STOXX 50® Index (the "SX5E Index")
Aggregate principal amount: $1,440,000
Stated principal amount:
$1,000 per security
Issue price:
$1,000 per security (see "Commissions and issue price" below)
Pricing date:
June 25, 2014
Original issue date:
June 30, 2014 (3 business days after the pricing date)
Maturity date:
June 29, 2029
Monthly coupon:
Years 1-3: On all coupon payment dates through June 2017, a fixed coupon at an annual rate of
7.50% (corresponding to approximately $6.25 per month per security) is paid monthly.
Years 4-15: Beginning with the July 2017 coupon payment date, a contingent coupon at an annual
rate of 7.50% (corresponding to approximately $6.25 per month per security) is paid monthly but
only if the closing value of each underlying index is at or above its respective coupon barrier
level on the related observation date.
If, on any observation date in years 4-15, the closing value of either underlying index is
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less than the coupon barrier level for such index, we will pay no coupon for the applicable
interest period. It is possible that one or both underlying indices will remain below the
respective coupon barrier level(s) for extended periods of time or even throughout years
4-15 so that you will receive few or no contingent monthly coupons during that period.
Coupon barrier level:
With respect to the RTY Index: 887.010, which is 75% of the initial index value for such index
With respect to the SX5E Index: 2,439.233, which is approximately 75% of the initial index value
for such index
Downside threshold level:
With respect to the RTY Index: 591.340, which is 50% of the initial index value for such index
With respect to the SX5E Index: 1,626.155, which is 50% of the initial index value for such index
Payment at maturity:
If the final index value of each underlying index is greater than or equal to its respective
downside threshold level: the stated principal amount, and, if the final index value of each
underlying index is also greater than or equal to its respective coupon barrier level, the
contingent monthly coupon with respect to the final observation date.
If the final index value of either underlying index is less than its respective downside threshold
level: (i) the stated principal amount multiplied by (i ) the index performance factor of the worst
performing underlying index. Under these circumstances, the payment at maturity will be less
than 50% of the stated principal amount of the securities and could be zero.

Terms continued on the following page
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a whol y-owned subsidiary of Morgan Stanley. See
"Supplemental information regarding plan of distribution; conflicts of interest."
Estimated value on the
$939.30 per security. See "Investment Overview" beginning on page 3.
pricing date:
Commissions and issue
Price to public(1)
Agent's commissions(2)
Proceeds to issuer(3)
price:
Per security
$1,000
$35
$965
Total
$1,440,000
$50,400
$1,389,600
(1) The price to public for investors purchasing the securities in fee-based advisory accounts will be $970 per security.
(2) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission
of $35 for each security they sell; provided that dealers selling to investors purchasing the securities in fee-based advisory
accounts will receive a sales commission of $5 per security. See "Supplemental information regarding plan of distribution;
conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying
prospectus supplement.
(3) See "Use of proceeds and hedging" on page 27.
The securities involve risks not associated with an investment in ordinary debt securities. See "Risk Factors"
beginning on page 10.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these
securities, or determined if this document or the accompanying prospectus supplement, index supplement and
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or guaranteed by, a bank.
You should read this document together with the related prospectus supplement, index supplement and prospectus,
each of which can be accessed via the hyperlinks below. Please also see "Additional Information About the Securities"
at the end of this document.

Prospectus Supplement dated November 21, 2011 Index Supplement dated November 21, 2011 Prospectus
dated November 21, 2011

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Contingent Income Securities due June 29, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

Terms continued from previous page:
Initial index value:
With respect to the RTY Index: 1,182.680, which is the index closing value of such index on the
pricing date
With respect to the SX5E Index: 3,252.31 which is the index closing value of such index on the
pricing date
Final index value:
With respect to each index, the respective index closing value on the final observation date
Worst performing
The underlying index with the larger percentage decrease from the respective initial index value to
underlying index:
the respective final index value
Index performance factor: Final index value divided by the initial index value
Coupon payment dates:
The 30th day of each month, beginning July 30, 2014 (or, in the case of February, the last calendar
day of such month); provided that if any such day is not a business day, that monthly coupon, if
any, will be paid on the next succeeding business day and no adjustment will be made to any
coupon payment made on that succeeding business day; provided further that the contingent
monthly coupon, if any, with respect to the final observation date shal be paid on the maturity date.
Observation dates:
The third scheduled business day preceding each scheduled coupon payment date, beginning with
the July 30, 2017 scheduled coupon payment date, subject to postponement for non-index business
days and certain market disruption events. We also refer to the third scheduled business day prior
to the scheduled maturity date as the final observation date.
CUSIP / ISIN:
61761JRE1 / US61761JRE19
Listing:
The securities will not be listed on any securities exchange.

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Contingent Income Securities due June 29, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

Investment Overview

Contingent Income Securities

Principal at Risk Securities
Contingent Income Securities due June 29, 2029 Payments on the Securities Based on the Worst Performing of the Russel
2000® Index and the EURO STOXX 50® Index (the "securities") do not guarantee the repayment of principal and do not provide
for the regular payment of interest after the first 3 years. For the first 3 years, the securities will pay a fixed monthly coupon at
the rate specified below. Thereafter, the securities will pay a contingent monthly coupon but only if the index closing value of
each of the Russell 2000® Index and the EURO STOXX 50® Index (which we refer to together as the "underlying indices") is
at or above 75% of its respective initial index value, which we refer to as the coupon barrier level, on the related observation
date. If the index closing value of either underlying index is less than the coupon barrier level for such index on any
observation date after the first 3 years, we will pay no coupon for the related monthly period. It is possible that the index closing
value of one or both underlying indices will remain below the respective coupon barrier level(s) for extended periods of time or
even throughout years 4-15 so that you wil receive few or no contingent monthly coupons during that period. We refer to the
coupon on the securities after the first 3 years as contingent, because there is no guarantee that you will receive a coupon
payment on any coupon payment date during that period. Even if an underlying index were to be at or above the coupon barrier
level for such index on some monthly observation dates, it may fluctuate below the coupon barrier level on others. In addition,
even if one underlying index were to be at or above the coupon barrier level for such index on all monthly observation dates, you
wil receive a contingent monthly coupon during years 4-15 only with respect to the observation dates on which the other
underlying index is also at or above the coupon barrier level for such index, if any. At maturity, if the final index value of each
underlying index is greater than or equal to 50% of the respective initial index value, which we refer to as the downside threshold
level, the payment at maturity will be the stated principal amount, and, if the final index value of each underlying index is also
greater than or equal to its coupon barrier level, the related contingent monthly coupon. If, however, the final index value of
either underlying index is less than its downside threshold level, investors wil be exposed to the decline in the worst performing
underlying index on a 1 to 1 basis and will receive a payment at maturity that is less than 50% of the stated principal amount of
the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing their
entire initial investment based on the performance of either index and also the risk of not receiving any monthly
coupons after the first 3 years.

Maturity:
Approximately 15 years
Monthly coupon:
Years 1-3: On al coupon payment dates through June 2017, a fixed coupon at an annual rate of
7.50% (corresponding to approximately $6.25 per month per security) is paid monthly.

Years 4-15: Beginning with the July 2017 coupon payment date, a contingent coupon at an annual
rate of 7.50% (corresponding to approximately $6.25 per month per security) is paid monthly but
only if the closing value of each underlying index is at or above its respective coupon barrier
level on the related observation date.

If, on any observation date in years 4-15, the closing value of either underlying index is
less than the coupon barrier level for such index, we will pay no coupon for the applicable
interest period. It is possible that one or both underlying indices will remain below the
respective coupon barrier level(s) for extended periods of time or even throughout years
4-15 so that you will receive few or no contingent monthly coupons during that period.
Payment at maturity: If the final index value of each underlying index is greater than or equal to its respective
downside threshold level: the stated principal amount, and, if the final index value of each
underlying index is also greater than or equal to its respective coupon barrier level, the
contingent monthly coupon with respect to the final observation date.

If the final index value of either underlying index is less than its respective downside threshold
level: (i) the stated principal amount multiplied by (i ) the index performance factor of the worst
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performing underlying index. Under these circumstances, the payment at maturity will be less
than 50% of the stated principal amount of the securities and could be zero.

Morgan Stanley clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway,
New York, New York 10036 (telephone number (866) 477-4776). Al other clients may contact their local brokerage
representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

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Contingent Income Securities due June 29, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

The original issue price of each security is $1,000. This price includes costs associated with issuing, sel ing, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is
less than $1,000. We estimate that the value of each security on the pricing date is $939.30.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a
performance-based component linked to the underlying indices. The estimated value of the securities is determined using our
own pricing and valuation models, market inputs and assumptions relating to the underlying indices, instruments based on the
underlying indices, 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 securities?

In determining the economic terms of the securities, including the monthly coupon rate, the coupon barrier levels and the
downside threshold levels, 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 securities 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 securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including
those related to the underlying indices, 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 wel 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 securities are not ful y deducted upon issuance, for a period of up to 18 months
fol owing the issue date, to the extent that MS & Co. may buy or sel the securities in the secondary market, absent changes in
market conditions, including those related to the underlying indices, 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 wil also be reflected in your brokerage
account statements.

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

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Contingent Income Securities due June 29, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

Key Investment Rationale

The securities provide for fixed monthly coupon payments at the rate specified herein for the first 3 years. Thereafter, the
securities do not provide for the regular payment of interest and instead will pay a contingent monthly coupon but only if the
index closing value of each underlying index is at or above 75% of its initial index value, which we refer to as the coupon
barrier level, on the related observation date. These securities are for investors who are willing to risk their principal and seek
an opportunity to earn interest at a potential y above-market rate in exchange for the risk of receiving no monthly interest after
the first 3 years if either underlying index closes below the coupon barrier level for such index on the observation dates. The
following scenarios are for illustration purposes only to demonstrate how the payment at maturity and monthly coupon is
calculated, and do not attempt to demonstrate every situation that may occur. Accordingly, the contingent monthly coupon may
be payable with respect to none of, or some but not al of, the monthly periods during years 4-15, and the payment at maturity
may be less than 50% of the stated principal amount and could be zero.

Scenario 1: A contingent monthly This scenario assumes that during years 4-15, each underlying index closes at or above its
coupon is paid for al interest
respective coupon barrier level on every monthly observation date. Investors receive the
periods, and investors receive
7.50% per annum monthly coupon for each interest period during the term of the
principal back at maturity, which is securities. At maturity, each underlying index closes above its respective downside threshold
the best case scenario.
level and coupon barrier level, and so investors receive the stated principal amount and the
contingent monthly coupon with respect to the final observation date.
Scenario 2: A contingent monthly This scenario assumes that each underlying index closes at or above its respective coupon
coupon is paid for some, but not
barrier level on some monthly observation dates after the first 3 years, but one or both
all, interest periods, and investors underlying indices close below the respective coupon barrier level(s) for such index on the
receive principal back at maturity. others. Investors receive the fixed monthly coupon for the monthly interest periods during the
first 3 years. Investors will receive the contingent monthly coupon for the monthly interest
periods during years 4-15 for which the index closing value of each underlying index is at or
above its respective coupon barrier level on the related observation date, but not for the
interest periods for which one or both underlying indices close below the respective coupon
barrier level(s) on the related observation date. On the final observation date, each
underlying index closes at or above its downside threshold level. At maturity, investors
receive the stated principal amount, and, depending on whether each final index value is
greater than, equal to or below the respective coupon barrier level, the contingent monthly
coupon with respect to the final observation date.
Scenario 3 : No contingent
This scenario assumes that one or both underlying indices close below the respective coupon
monthly coupon is paid for any
barrier level(s) on every monthly observation date during years 4-15. Since one or both
interest period during
underlying indices close below the respective coupon barrier level(s) on every monthly
years 4-15, and investors
observation date during years 4-15, investors do not receive any contingent monthly coupon
suffer a substantial loss of
during this period. On the final observation date, one or both underlying indices close below
principal at maturity.
the respective downside threshold level(s). At maturity, investors wil receive an amount
equal to the stated principal amount multiplied by the index performance factor of the worst
performing underlying index. Under these circumstances, the payment at maturity wil be less
than 50% of the stated principal amount and could be zero.

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Contingent Income Securities due June 29, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

Underlying Indices Summary

Russell 2000® Index

The Russell 2000® Index is an index calculated, published and disseminated by Russel Investments, and measures the
composite price performance of stocks of 2,000 companies (the "Russel 2000 Component Stocks") incorporated in the U.S. and
its territories. Al 2,000 stocks are traded on a major U.S. exchange and are the 2,000 smallest securities that form the Russell
3000® Index. The Russel 3000® Index is composed of the 3,000 largest U.S. companies as determined by market capitalization
and represents approximately 98% of the U.S. equity market. The Russell 2000® Index consists of the smal est 2,000
companies included in the Russell 3000® Index and represents a small portion of the total market capitalization of the Russell
3000® Index. The Russel 2000® Index is designed to track the performance of the smal capitalization segment of the U.S.
equity market.

Information as of market close on June 25, 2014:

Bloomberg Ticker Symbol:
RTY
Current Index Value:
1,182.680
52 Weeks Ago:
961.258
52 Week High (on 3/4/2014): 1,208.651
52 Week Low (on 6/25/2013): 961.258

For additional information about the Russel 2000® Index, see the information set forth under "Russel 2000® Index" in the
accompanying index supplement. Furthermore, for additional historical information, see "Russell 2000® Index Historical
Performance" below.

EURO STOXX 50® Index

The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group
AG. Publication of the EURO STOXX 50® Index began on February 26, 1998, based on an initial index value of 1,000 at
December 31, 1991. The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from within
the STOXX 600 Supersector Indices, which includes stocks selected from the Eurozone. The component stocks have a high
degree of liquidity and represent the largest companies across all market sectors.

Information as of market close on June 25, 2014:

Bloomberg Ticker Symbol:
SX5E
Current Index Value:
3,252.31
52 Weeks Ago:
2,543.37
52 Week High (on
3,314.80
6/19/2014):
52 Week Low (on 6/25/2013): 2,543.37

For additional information about the EURO STOXX 50® Index, see the information set forth under "EURO STOXX 50® Index" in
the accompanying index supplement. Furthermore, for additional historical information, see "EURO STOXX 50® Index Historical
Performance" below.
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Contingent Income Securities due June 29, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

Hypothetical Examples

The fol owing hypothetical examples il ustrate how to determine whether a contingent monthly coupon is paid with respect to an
observation date and how to calculate the payment at maturity. The following examples are for illustrative purposes only. For
the first 3 years, you will receive a fixed monthly coupon at a rate of 7.50% per annum regardless of the performance of the
underlying indices. Whether you receive a contingent monthly coupon after the first 3 years will be determined by reference to
the index closing value of each underlying index on each monthly observation date, and the amount you will receive at maturity, if
any, will be determined by reference to the final index value of each underlying index on the final observation date. The actual
initial index value, coupon barrier level, and downside threshold level for each underlying index are set forth on the cover of this
document. Al payments on the securities, if any, are subject to the credit risk of Morgan Stanley. The below examples are
based on the fol owing terms:

Monthly Coupon:
Years 1-3: On al coupon payment dates through June 2017, a fixed coupon at an annual rate
of 7.50% (corresponding to approximately $6.25 per month per security) is paid monthly.*

Years 4-15: Beginning with the July 2017 coupon payment date, a contingent coupon at an
annual rate of 7.50% (corresponding to approximately $6.25 per month per security) is paid
monthly but only if the closing value of each underlying index is at or above its respective
coupon barrier level on the related observation date.*

If, on any observation date in years 4-15, the closing value of either underlying index is
less than the coupon barrier level for such index, we will pay no coupon for the
applicable interest period. It is possible that one or both underlying indices will remain
below the respective coupon barrier level(s) for extended periods of time or even
throughout years 4-15 so that you will receive few or no contingent monthly coupons
during that period.
Payment at Maturity:
If the final index value of each underlying index is greater than or equal to its respective
downside threshold level: the stated principal amount, and, if the final index value of each
underlying index is also greater than or equal to its respective coupon barrier level, the
contingent monthly coupon with respect to the final observation date

If the final index value of either underlying index is less than its respective downside threshold
level: (i) the stated principal amount multiplied by (i ) the index performance factor of the worst
performing underlying index. Under these circumstances, the payment at maturity will be less
than 50% of the stated principal amount of the securities and could be zero.
Stated Principal Amount:
$1,000
Hypothetical Initial Index Value:
With respect to the RTY Index: 1,200
With respect to the SX5E Index: 3,100
Hypothetical Coupon Barrier
With respect to the RTY Index: 900, which is 75% of the hypothetical initial index value for such
Level:
index
With respect to the SX5E Index: 2,325, which is 75% of the hypothetical initial index value for
such index
Hypothetical Downside ThresholdWith respect to the RTY Index: 600, which is 50% of the hypothetical initial index value for such
Level:
index
With respect to the SX5E Index: 1,550, which is 50% of the hypothetical initial index value for
such index
* The actual monthly coupon wil be an amount determined by the calculation agent based on the number of days in the
applicable payment period, calculated on a 30/360 basis. The hypothetical monthly coupon of $6.25 is used in these examples
for ease of analysis.
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