Obligation Morgan Stanleigh 0% ( US61762W7526 ) en USD

Morgan Stanleigh

100 % ▼

Etas-Unis

US61762W7526 ( en USD )

29/12/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61762W7526 en USD 0%, échue

1 000 USD

9 730 000 USD

61762W752

N/A

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61762W7526, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/12/2023

http://www.sec.gov/Archives/edgar/data/895421/000095010313007493/...
424B2 1 dp42807_424b2-ps1198.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Airbag Performance Securities due 2023
$9,730,000
$1,253.22

Pricing Supplement No. 1,198
Registration Statement No. 333-178081
Dated December 23, 2013
Filed Pursuant to Rule 424(b)(2)

Morgan Stanley $9,730,000 Airbag Performance Securities
Based on the SPDR® S&P 500® ETF Trust due December 29, 2023
Principal at Risk Securities
Investment Description
These Airbag Performance Securities (the "Securities") Based on the SPDR® S&P 500® ETF Trust (the "Underlying Shares") provide enhanced returns
relative to the actual positive performance of the Underlying Shares, but expose investors to the risk that the Securities redeem for shares of the Underlying
Shares worth less than the principal amount if the Final Price is below 50% of the Initial Price, which we refer to as the Conversion Price. If the Final Price is
greater than the Initial Price, Morgan Stanley wil repay the Principal Amount at maturity plus a return equal to the product of (i) the Principal Amount multiplied
by (ii) the Share Return multiplied by (iii) the Participation Rate of 158.34%. If the Final Price is less than or equal to the Initial Price but greater than or equal
to the Conversion Price, Morgan Stanley wil repay the ful Principal Amount at maturity. However, if the Final Price is less than the Conversion Price, for each
Security you hold at maturity, Morgan Stanley wil deliver to you a number of shares of the Underlying Shares equal to the product of the (i) the Principal
Amount divided by the Conversion Price and (ii) the Adjustment Factor as of the Final Valuation Date (the "Share Delivery Amount"). The value of these
shares the investor receives at maturity wil be less than, and potentially substantial y less than, the Principal Amount and could be zero. Accordingly, you may
lose a substantial amount, and up to all, of your initial investment. These long-dated Securities are designed for investors who seek an opportunity to earn an
equity fund-based return with enhanced growth potential and potentially reduced downside exposure to the Underlying Shares at maturity in exchange for the
risk of receiving shares of the Underlying Shares at maturity that wil be worth less than the Principal Amount and could be worth zero, and forgoing current
income. Investing in the Securities involves significant risks. You may receive shares at maturity worth less than the Principal Amount and may
lose some or all of your investment. Morgan Stanley will not pay any interest over the 10-year term of the Securities. The Conversion Price is
observed only on the Final Valuation Date and applies at maturity; if you are able to sell the Securities prior to maturity, you may receive
substantially less than the Principal Amount even if the Closing Price of the Underlying Shares is above the Conversion Price at the time of
sale.
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.
Features
Key Dates
q Participation in Positive Share Returns: If the Final Price is greater than Trade Date
December 23, 2013
the Initial Price, Morgan Stanley wil pay the Principal Amount at maturity Settlement Date
December 27, 2013
plus a return equal to the Share Return multiplied by the Participation
Rate. If the Final Price is less than the Initial Price, investors may be
Final Valuation Date*
December 22, 2023
exposed to the negative performance of the Underlying Shares at
maturity.
Maturity Date*
December 29, 2023

* Subject to postponement in the event of a Market Disruption Event or for
q Contingent Downside Market Exposure; Physical Settlement: If the
non-Trading Days. See "Postponement of Final Valuation Date and
Final Price is less than or equal to the Initial Price but greater than or
Maturity Date" under "Additional Terms of the Securities."
equal to the Conversion Price, Morgan Stanley wil repay the ful Principal

Amount at maturity. However, if the Final Price is less than the

Conversion Price, Morgan Stanley wil deliver to you a number of shares

of the Underlying Shares per Security equal to the Share Delivery
Amount, which wil be worth less than the Principal Amount and could be

worth zero. The Securities provide the potential for reduced downside
exposure to the Underlying Shares. The Conversion Price is observed
only on the Final Valuation Date and applies at maturity; if you are able to
sell the Securities prior to maturity, you may receive substantially less
than the Principal Amount even if the Closing Price of the Underlying

Shares is above the Conversion Price at the time of sale. Any payment
on the Securities, including any repayment of principal or obligation to

deliver the Underlying Shares, is subject to the creditworthiness of

Morgan Stanley.

NOTICE TO INVESTORS: THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE SECURITIES
DO NOT GUARANTEE THE REPAYMENT OF ANY PRINCIPAL AMOUNT AT MATURITY, AND THE SECURITIES CAN HAVE THE FULL
DOWNSIDE MARKET RISK OF THE UNDERLYING SHARES. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN
PURCHASING A DEBT OBLIGATION OF MORGAN STANLEY. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT
UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES.
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YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER "KEY RISKS" BEGINNING ON PAGE 5 IN CONNECTION WITH YOUR
PURCHASE OF THE SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD
ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES. YOU COULD LOSE SOME OR ALL OF YOUR
INITIAL INVESTMENT.

Security Offering

We are offering Airbag Performance Securities Based on the SPDR® S&P 500® ETF Trust. The Securities are not subject to a predetermined maximum
gain and, accordingly, any return at maturity wil be determined by the performance of the Underlying Shares. The Securities are offered at a minimum
investment of $1,000 or 1 Security at the Price to Public described below.
Underlying Shares

Initial Price Participation Rate
Conversion Price

Share Delivery
CUSIP

ISIN
Amount*
SPDR® S&P 500® ETF
$91.27, which is 50% of the 10.9565
$182.54
158.34%

61762W752 US61762W7526
Trust
Initial Price
as of the Trade Date
* Equal to the Principal Amount divided by the Conversion Price, as adjusted by the Adjustment Factor. If you receive the Share Delivery Amount at maturity,
we wil pay cash value (determined as of the Final Valuation Date) of any fractional shares of the Underlying Shares on a per Security basis in lieu of
delivering such fractional shares.

See "Additional Information about Morgan Stanley and the Securities" on page 2. The Securities will have the terms set forth in the
accompanying prospectus, prospectus supplement, index supplement and this pricing supplement.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Securities or passed upon the
adequacy or accuracy of this pricing supplement or the accompanying prospectus supplement, index supplement or prospectus. 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.
Estimated value on the Trade $922.70 per Security. See "Additional Information about Morgan Stanley and the Securities" on page 2.
Date

Price to Public

Underwriting Discount(1)

Proceeds to Morgan Stanley(2)
Per Security

$1,000

$50

$950
Total
$9,730,000
$486,500
$9,243,500
(1) UBS Financial Services Inc., acting as dealer, wil receive from Morgan Stanley & Co. LLC, the agent, a fixed sales commission of $50 for each Security
it sells to brokerage account investors. For more information, please see "Supplemental Plan of Distribution; Conflicts of Interest" beginning on page 21
of this pricing supplement.
(2) See "Use of Proceeds and Hedging" on page 20.
The agent for this offering, Morgan Stanley & Co. LLC, is our wholly-owned subsidiary. See "Supplemental Plan of Distribution; Conflicts of Interest"
beginning on page 21 of this pricing supplement.

Morgan Stanley
UBS Financial Services Inc.

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Additional Information about Morgan Stanley and the Securities

Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement
and an index supplement) with the SEC for the offering to which this communication relates. In connection with your
investment, you should read the prospectus in that registration statement, the prospectus supplement, the index supplement
and any other documents relating to this offering that Morgan Stanley has filed with the SEC for more complete information
about Morgan Stanley and this offering. You may get these documents for free by visiting EDGAR on the SEC website
at.www.sec.gov. Alternatively, Morgan Stanley, any underwriter or any dealer participating in this offering wil arrange to
send you the prospectus, the prospectus supplement and the index supplement if you so request by calling tol -free
1-(800)-584-6837.

You may access the accompanying prospectus supplement, index supplement and prospectus on the SEC website
at.www.sec.gov as fol ows:

t
Prospectus supplement dated November 21, 2011:

http://www.sec.gov/Archives/edgar/data/895421/000095010311004876/dp27245_424b2-seriesf.htm

t
Index supplement dated November 21, 2011:

http://www.sec.gov/Archives/edgar/data/895421/000095010311004850/dp27202_424b2.htm

t
Prospectus dated November 21, 2011:

http://www.sec.gov/Archives/edgar/data/895421/000095010311004877/dp27266_424b2-debt.htm
Information provided to or filed with the SEC by the SPDR® S&P 500® ETF Trust ("SPY") pursuant to the Securities Act of
1933 and the Investment Company Act of 1940, including the prospectus related to the Underlying Shares dated January
23, 2013 filed by SPY, can be located by reference to commission file numbers 033-46080 and 811-06125, respectively,
through the SEC's website at.www.sec.gov.

References to "Morgan Stanley," "we," "our" and "us" refer to Morgan Stanley. In this document, the "Securities" refers to
the Airbag Performance Securities that are offered hereby. Also, references to the accompanying "prospectus",
"prospectus supplement" "and "index supplement" mean the Morgan Stanley prospectus dated November 21, 2011, the
Morgan Stanley prospectus supplement dated November 21, 2011 and the Morgan Stanley index supplement dated
November 21, 2011, respectively.

If the terms described in this pricing supplement are inconsistent with those in the prospectus, prospectus supplement and
index supplement, the terms in this pricing supplement wil control.

You should rely only on the information incorporated by reference or provided in this pricing supplement or the
accompanying prospectus supplement, index supplement and prospectus. We have not authorized anyone to provide you
with different information. We are not making an offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this pricing supplement or the accompanying prospectus supplement, index
supplement and prospectus is accurate as of any date other than the date on the front of the applicable document.

The 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 Trade Date
is less than $1,000. We estimate that the value of each Security on the Trade Date is $922.70.

What goes into the estimated value on the Trade Date?

In valuing the Securities on the Trade Date, we take into account that the Securities comprise both a debt component and a
performance-based component linked to the Underlying Shares. The estimated value of the Securities 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 wel as an interest
rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate
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debt trades in the secondary market.

What determines the economic terms of the Securities?

In determining the economic terms of the Securities, including the Participation Rate and the Conversion Price, 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, sel ing, 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 Trade 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 Shares, may vary from, and be lower than, the estimated value on the Trade 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 17 months fol owing the Settlement 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 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
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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Investor Suitability

The Securities may be suitable for you if:
The Securities may not be suitable for you if:

t You ful y understand the risks inherent in an investment in
t You do not ful y understand the risks inherent in an
the Securities, including the risk of loss of your entire
investment in the Securities, including the risk of loss of
initial investment.
your entire initial investment.

t You can tolerate a loss of al or a substantial portion of
t You require an investment designed to provide a ful return
your investment and are wil ing to make an investment
of principal at maturity.
that may have the ful downside market risk of an

investment in the Underlying Shares.
t You are not wil ing to make an investment that may have

the ful downside market risk of an investment in the
t You understand that you may not receive a cash payment
Underlying Shares.
at maturity and are instead wil ing to accept delivery of

the shares of the Underlying Shares if the Final Price is
t You require a cash payment at maturity and are not wil ing
below the Conversion Price.
to accept delivery of the shares of the Underlying

Shares if the Final Price is below the Conversion Price.
t You believe the Final Price of the Underlying Shares is not

likely to be below the Conversion Price and, if it is, you
t You believe the Final Price of the Underlying Shares is
understand that you wil not receive a cash payment at
likely to be below the Conversion Price, which could
maturity and instead can tolerate receiving shares of the
result in a total loss of your initial investment.
Underlying Shares at maturity worth less than your

Principal Amount or that may have no value at al .
t You cannot tolerate receiving shares of the Underlying

Shares at maturity worth less than your Principal
t You believe the Underlying Shares wil appreciate over the
Amount or that may have no value at al .
term of the Securities.

t You believe that the price of the Underlying Shares wil
t You are wil ing to invest in the Securities based on the
decline during the term of the Securities.
Participation Rate of 158.34%.

t You are unwil ing to invest in the Securities based on the
t You can tolerate fluctuations in the price of the Securities
Participation Rate of 158.34%.
prior to maturity that may be similar to or exceed the

downside fluctuations in the price of the Underlying
t You cannot tolerate fluctuations in the price of the
Shares.
Securities prior to maturity that may be similar to or

exceed the downside fluctuations in the price of the
t You are wil ing to hold the Securities to maturity, a term of
Underlying Shares.
approximately 10 years, and accept that there may be

little or no secondary market for the Securities.
t You prefer the lower risk, and therefore accept the

potentially lower returns, of conventional debt securities
t You do not seek current income from your investment and
with comparable maturities issued by Morgan Stanley or
are wil ing to forego dividends paid on the Underlying
another issuer with a similar credit rating.
Shares.

t You are unable or unwil ing to hold the Securities to
t You are wil ing to assume the credit risk of Morgan Stanley,
maturity, a term of approximately 10 years, or you seek
as issuer of the Securities, and understand that if
an investment for which there wil be an active
Morgan Stanley defaults on its obligation you may not
secondary market.
receive any amounts due to you including the repayment
of your principal.
t You seek current income from this investment or prefer to
receive the dividends paid on the Underlying Shares.

t You are not wil ing or are unable to assume the credit risk
associated with Morgan Stanley, as issuer of the
Securities, for any payment on the Securities, including
any repayment of principal.
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The investor suitability considerations identified above are not exhaustive. Whether or not the Securities are a
suitable investment for you will depend on your individual circumstances, and you should reach an investment
decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered
the suitability of an investment in the Securities in light of your particular circumstances. You should also review
carefully the sections entitled "Key Risks" beginning on page 5 of this pricing supplement and "Risk Factors"
beginning on page 5 of the accompanying prospectus for risks related to an investment in the Securities.

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Final Terms
Investment Timeline
Issuer
Morgan Stanley

Issue Price
$1,000

(per security)
Principal
$1,000 per Security.

Amount
Term
Approximately 10 years

Underlying
Shares of the SPDR® S&P 500® ETF

Shares
Trust ("SPY Fund")
Payment at
Morgan Stanley wil pay you a cash

Maturity
payment or deliver a number of shares
(per Security)
of the Underlying Shares at maturity
based on the performance of the
Underlying Shares during the term of the
Securities.
If the Final Price is greater than the
Initial Price, Morgan Stanley will pay
you an amount equal to:

$1,000 + ($1,000 × Share Return ×
Participation Rate).

If the Final Price is less than or equal
to the Initial Price but greater than or
equal to the Conversion Price,
Morgan Stanley wil pay you the $1,000
Principal Amount.

If the Final Price is less than the
Conversion Price, Morgan Stanley wil
deliver to you a number of Underlying
Shares equal to the Share Delivery
Amount*.

These shares will be worth less than
the Principal Amount as of the Final
Valuation Date and could be worth
zero. Accordingly, you may lose
your entire initial investment.
Participation
158.34%

Rate
Conversion
$91.27, which is 50% of the Initial Price
Price
Share Return
Final Price Initial Price

Initial Price
Initial Price
$182.54, which is the Closing Price on

the Trade Date.
Final Price
The Closing Price on the Final Valuation
Date, times the Adjustment Factor on
such date.
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Share Delivery The product of (i) 10.9565, which is the
Amount*
Principal Amount of $1,000 divided by
the Conversion Price and (i ) the
Adjustment Factor as of the Final
Valuation Date.
Final Valuation December 22, 2023, subject to

Date
postponement in the event of a Market
Disruption Event or for non-Index
Business Days.
Adjustment
1.0, subject to adjustment in the event

Factor
of certain corporate events affecting the
Underlying Shares.
CUSIP / ISIN 61762W752 / US61762W7526

Calculation
Morgan Stanley & Co. LLC ("MS &

Agent
Co.")

* If you receive the Share Delivery Amount at maturity, we wil pay cash value (determined as of the Final Valuation Date) of any fractional shares of the
Underlying Shares on a per Security basis in lieu of delivering such fractional shares.
INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY RECEIVE SHARES OF THE UNDERLYING SHARES AT MATURITY
WORTH LESS THAN YOUR PRINCIPAL AMOUNT AND MAY LOSE SOME OR ALL OF YOUR PRINCIPAL AMOUNT. ANY PAYMENT ON THE
SECURITIES, INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF MORGAN STANLEY. IF MORGAN
STANLEY WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE
SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

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Key Risks

An investment in the Securities involves significant risks. Some of the risks that apply to the Securities are summarized
here, but we urge you to also read the "Risk Factors" section of the accompanying prospectus. You should also consult
your investment, legal, tax, accounting and other advisers in connection with your investment in the Securities.

t
Your investment in the Securities may result in a loss of some or all of your Principal Amount. The terms of the
Securities differ from those of ordinary debt securities in that we wil not pay interest or guarantee the payment of any
principal at maturity. Morgan Stanley wil only repay the ful $1,000 Principal Amount per Security if the Final Price is
greater than or equal to the Conversion Price, and wil only make such payment at maturity. If the Final Price is less
than the Conversion Price, we wil deliver to you a number of shares of the Underlying Shares per Security equal to the
Share Delivery Amount, which is the product of the (i) Principal Amount divided by the Conversion Price and (i ) the
Adjustment Factor as of the Final Valuation Date. Therefore, based on the terms of these Securities, if the Final Price
is less than the Conversion Price, you wil be exposed on a leveraged basis to any such decline below the Conversion
Price and you wil lose 2% of your $1,000 Principal Amount at maturity for each additional 1% that the Final Price is
less than the Conversion Price. If you receive shares of the Underlying Shares at maturity, the value of those shares
wil be less than the Principal Amount as of the Final Valuation Date and may have no value at al . In addition, the price
of the Underlying Shares may further decrease from the Final Valuation Date to the Maturity Date.

t
Potential physical settlement. If the Final Price is less than the Conversion Price, we wil deliver to you a number of
shares of the Underlying Shares per Security equal to the Share Delivery Amount, which wil be worth potential y
substantial y less than the Principal Amount and could be worth zero.

t
You may incur a loss on your investment if you sell your Securities prior to maturity. The Conversion Price is
observed only on the Final Valuation Date and applies only at maturity. You should be wil ing to hold your Securities to
maturity. If you are able to sel your Securities prior to maturity in the secondary market, you may have to sel them at
a loss relative to your initial investment even if the Underlying Shares have not declined below the Conversion Price.

t
The Participation Rate applies only if you hold the Securities to maturity. You should be wil ing to hold your
Securities to maturity. If you are able to sel your Securities prior to maturity in the secondary market, the price you
receive wil likely not reflect the ful economic value of the Participation Rate or the Securities themselves, and the
return you realize may be less than the return of the Underlying Shares multiplied by the Participation Rate at the time
of sale even if such return is positive. You can receive the ful benefit of the Participation Rate from Morgan Stanley
only if you hold your Securities to maturity.

t
No interest payments. Morgan Stanley wil not make any interest payments in respect to the Securities.

t
The Securities are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to its
credit ratings or credit spreads may adversely affect the market value of the Securities. You are dependent on
Morgan Stanley's ability to pay al amounts due on the Securities at maturity and therefore you are subject to the credit
risk of Morgan Stanley. If Morgan Stanley defaults on its obligations under the Securities, your investment would be at
risk and you could lose some or al of your investment. As a result, the market value of the Securities prior to maturity
wil be affected by changes in the market's view of Morgan Stanley's creditworthiness. Any actual or anticipated
decline in Morgan Stanley's credit ratings or increase in the credit spreads charged by the market for taking Morgan
Stanley credit risk is likely to adversely affect the market value of the Securities.

t
The market price of the Securities may be influenced by many unpredictable factors. Several factors, many of
which are beyond our control, wil influence the value of the Securities in the secondary market and the price at which
MS & Co. may be wil ing to purchase or sel the Securities in the secondary market, including:

o
the price of the Underlying Shares at any time,

o
the volatility (frequency and magnitude of changes in price) of the Underlying Shares,

o
interest and yield rates in the market,

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o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Underlying
Shares or stock markets general y and which may affect the Initial Price and/or the Final Price,

o
the time remaining until the Securities mature, and

o
any actual or anticipated changes in our credit ratings or credit spreads.

Some or al of these factors wil influence the price that you wil receive if you sel your Securities prior to maturity. For
example, you may have to sel your Securities at a substantial discount from the principal amount of $1,000 per
Security if the price of the Underlying Shares at the time of sale is at or below or moderately above its Initial Price or if
market interest rates rise. You cannot predict the future performance of the Underlying Shares based on its historical
performance.

t
No dividend payments or voting rights. Owning the Securities is not the same as owning the Underlying Shares or
the stocks comprising the Share Underlying Index. As a holder of the Securities, you wil not have voting rights or rights
to receive dividends or other distributions or other rights that holders of shares of the Underlying Shares or stocks held
by the SPY Fund would have.

t
Investing in the Securities is not equivalent to investing in the Underlying Shares or the stocks composing the
Share Underlying Index. Investing in the Securities is not equivalent to investing in the Underlying Shares, the Share
Underlying Index or the stocks that constitute the Share Underlying Index. Investors in the Securities wil 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 Index.

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