Obligation Morgan Stanley Financial 0% ( US61769HES04 ) en USD

Morgan Stanley Financial

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US61769HES04 ( en USD )

03/07/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769HES04 en USD 0%, échue

1 000 USD

1 133 000 USD

61769HES0

N/A

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

L'obligation américaine émise par Morgan Stanley Finance (ISIN : US61769HES04, CUSIP : 61769HES0), d'un montant total de 1 133 000 USD et d'une taille minimale d'achat de 1 000 USD, à un taux d'intérêt de 0%, échéant le 03/07/2024, avec une fréquence de paiement de 2, a été remboursée à 100% à maturité, sans notation Moody's.

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424B2 1 dp109422_424b2-ps2067.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Dual Directional Trigger Performance

$1,133,000

$137.32
Leveraged Upside Securities due 2024

June 2019
Pricing Supplement No. 2,067
Registration Statement Nos. 333-221595; 333-221595-01
Dated June 28, 2019iled pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Dual Directional Trigger PLUS Based on the Performance of the S&P 500® Index due July 3, 2024
Trigger Performance Leveraged Upside SecuritiesSM
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Dual Directional Trigger PLUS, or "Trigger PLUS," are unsecured obligations of Morgan Stanley Finance LLC
("MSFL") and are ful y and unconditional y guaranteed by Morgan Stanley. The Trigger PLUS wil 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. At maturity, if the S&P 500®
Index, which we refer to as the underlying index, has appreciated in value, investors wil receive the stated principal
amount of their investment plus leveraged upside performance of the underlying index. If the underlying index has
depreciated in value but by no more than 35%, investors wil receive the stated principal amount of their investment plus
an unleveraged positive return equal to the absolute value of the percentage decline, which wil effectively be limited to a
positive 35% return. However, if the underlying index has depreciated in value by more than 35%, investors wil be
negatively exposed to the ful amount of the percentage decline in the underlying index and wil lose 1% of the stated
principal amount for every 1% of decline, without any buffer. The Trigger PLUS are for investors who seek an equity index-
based return and who are wil ing to risk their principal and forgo current income in exchange for the upside leverage and
absolute return features that in each case apply to a limited range of performance of the underlying index. Investors may
lose their entire initial investment in the Trigger PLUS. These long-dated 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 underlying index depreciates by up to 35%. 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 underlying index depreciates by more than 35%.
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.
FINAL TERMS
Issuer:
Morgan Stanley Finance LLC
Guarantor:
Morgan Stanley
Maturity date:
July 3, 2024
Valuation date:
June 28, 2024, subject to postponement for non-index business days and certain market
disruption events
Underlying index:
S&P 500® Index
Aggregate principal amount:
$1,133,000
Payment at maturity:
If the final index value is greater than the initial index value:
$1,000 + leveraged upside payment
If the final index value is less than or equal to the initial index value but is greater than or
equal to the trigger level:
$1,000 + ($1,000 x absolute index return)
In this scenario, you wil receive a 1% positive return on the Trigger PLUS for each
1% negative return on the underlying index. In no event wil this amount exceed the
stated principal amount plus $350.
If the final index value is less than the trigger level:
$1,000 × index performance factor
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Under these circumstances, the payment at maturity wil be less than the stated
principal amount of $1,000, and wil represent a loss of more than 35%, and possibly
al , of your investment.
Leveraged upside payment:
$1,000 x leverage factor x index percent change
Leverage factor:
120%
Index percent change:
(final index value initial index value) / initial index value
Absolute index return:
The absolute value of the index percent change. For example, a 5% index percent
change wil result in a +5% absolute index return.
Index performance factor:
final index value / initial index value
Initial index value:
2,941.76, which is the index closing value on the pricing date
Final index value:
The index closing value on the valuation date
Trigger level:
1,912.144, which is 65% of the initial index value
Stated principal amount /
$1,000 per Trigger PLUS (see "Commissions and issue price" below)
Issue price:
Pricing date:
June 28, 2019
Original issue date:
July 3, 2019 (3 business days after the pricing date)
CU
C S
U I
S P
I
P / ISIN:
61769HES0 / US61769HES04
Listing:
The Trigger PLUS wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a whol y owned subsidiary of Morgan Stanley
and an affiliate of MSFL. See "Supplemental information regarding plan of distribution;
conflicts of interest."
Estimated value on the
$987.60 per Trigger PLUS. See "Investment Summary" on page 2.
pricing date:
Commissions and issue
Price to public(1)
Agent's commissions and
Proceeds to us(3)
price:
fees(2)
Per Trigger PLUS
$1,000
$11.25
$988.75
Total
$1,133,000
$12,746.25
$1,120,253.75
(1) The Trigger PLUS wil be sold only to investors purchasing the Trigger PLUS in fee-based advisory accounts.
(2) MS & Co. expects to sel al of the Trigger PLUS that it purchases from us to an unaffiliated dealer at a price of $988.75 per Trigger PLUS, for further
sale to certain fee-based advisory accounts at the price to public of $1,000 per Trigger PLUS. MS & Co. wil not receive a sales commission with
respect to the Trigger PLUS. 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.
(3) See "Use of proceeds and hedging" on page 14.
The Trigger PLUS involve risks not associated with an investment in ordinary debt securities.
See "Risk Factors" beginning on page 6.
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

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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the S&P 500® Index due July 3, 2024
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Investment Summary

Trigger Performance Leveraged Upside Securities

Principal at Risk Securities

The Dual Directional Trigger PLUS Based on the Performance of the S&P 500® Index due July 3, 2024 (the "Trigger
PLUS") can be used:
§ As an alternative to direct exposure to the underlying index that enhances returns for any positive performance of the
underlying index.
§ To obtain an unleveraged positive return for a limited range of negative performance of the underlying index.
§ To enhance returns and potentialy outperform the underlying index in a moderately bulish or moderately bearish
scenario.

Maturity:
5 years
Leverage factor:
120% (applicable only if the final index value is greater than the initial index value)
Minimum payment at
None. Investors may lose their entire initial investment in the Trigger PLUS.
maturity:
Trigger level:
65% of the initial index value
Coupon:
None
Listing:
The Trigger PLUS wil 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, sel ing,
structuring and hedging the Trigger PLUS, which are borne by you, and, consequently, the estimated value of the Trigger
PLUS on the pricing date is less than $1,000. We estimate that the value of each Trigger PLUS on the pricing date is
$987.60.

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 index. The estimated value of the Trigger PLUS
is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying index,
instruments based on the underlying index, 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 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 and the trigger level, 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 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?

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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 index, 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, sel ing, structuring and hedging the Trigger PLUS are not ful y deducted upon issuance, for a
period of up to 6 months fol owing the issue date, to the extent that MS & Co. may buy or sel the Trigger PLUS in the
secondary market, absent changes in market conditions, including those related to the underlying index, 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 Trigger PLUS, and, if it once chooses to make a market, may
cease doing so at any time.

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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the S&P 500® Index due July 3, 2024
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Key Investment Rationale

The Trigger PLUS offer the potential for a positive return at maturity based on the absolute value of a limited range of
percentage changes of the underlying index. At maturity, if the underlying index has appreciated in value, investors wil
receive the stated principal amount of their investment plus leveraged upside performance of the underlying index. If the
underlying index has depreciated in value but by no more than 35%, investors wil receive the stated principal amount of
their investment plus an unleveraged positive return equal to the absolute value of the percentage decline, which wil
effectively be limited to a positive 35% return. However, if the underlying index has depreciated in value by more than
35%, investors wil be negatively exposed to the ful amount of the percentage decline in the underlying index and wil lose
1% of the stated principal amount for every 1% of decline, without any buffer. Investors may lose their entire initial
investment in the Trigger PLUS. Al payments on the Trigger PLUS are subject to our credit risk.

Leveraged Upside
The Trigger PLUS offer investors an opportunity to capture enhanced returns relative to a direct
Performance
investment in the underlying index.
Absolute Return
The Trigger PLUS enable investors to obtain an unleveraged positive return if the final index value
Feature
is less than or equal to the initial index value but is greater than or equal to the trigger level.
Upside Scenario if
The final index value is greater than the initial index value, and, at maturity, you receive a ful
the Underlying
return of principal as wel as 120% of the increase in the value of the underlying index. For
Index Appreciates
example, if the final index value is 10% greater than the initial index value, the Trigger PLUS wil
provide a total return of 12% at maturity.
The final index value is less than or equal to the initial index value but is greater than or equal to
the trigger level, which is 65% of the initial index value. In this case, you receive a 1% positive
Absolute Return
return on the Trigger PLUS for each 1% negative return on the underlying index. For example, if
Scenario
the final index value is 10% less than the initial index value, the Trigger PLUS wil provide a total
positive return of 10% at maturity. The maximum return you may receive in this scenario is a
positive 35% return at maturity.
The final index value is less than the trigger level. In this case, the Trigger PLUS redeem for at
least 35% less than the stated principal amount, and this decrease wil be by an amount
proportionate to the ful decline in the value of the underlying index over the term of the Trigger
Downside Scenario
PLUS. Under these circumstances, the payment at maturity wil be less than 65% of the stated
principal amount per Trigger PLUS. For example, if the final index value is 70% less than the
initial index value, the Trigger PLUS wil be redeemed at maturity for a loss of 70% of principal at
$300, 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.
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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the S&P 500® Index due July 3, 2024
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

How the Trigger PLUS Work

Payoff Diagram

The payoff diagram below il ustrates the payment at maturity on the Trigger PLUS based on the fol owing terms:

Stated principal amount:
$1,000 per Trigger PLUS
Leverage factor:
120%
Trigger level:
65% of the initial index value
Minimum payment at maturity:
None

See the next page for a description of how the Trigger PLUS work.

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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the S&P 500® Index due July 3, 2024
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

How it works
§ Upside Scenario if the Underlying Index Appreciates. If the final index value is greater than the initial index value,
the investor would receive the $1,000 stated principal amount plus 120% of the appreciation of the underlying index
over the term of the Trigger PLUS.

§ If the underlying index appreciates 10%, the investor would receive a 12% return, or $1,120 per Trigger PLUS.
§ Absolute Return Scenario. If the final index value is less than or equal to the initial index value and is greater than or
equal to the trigger level of 65% of the initial index value, the investor would receive a 1% positive return on the Trigger
PLUS for each 1% negative return on the underlying index.

§ If the underlying index depreciates 10%, the investor would receive a 10% return, or $1,100 per Trigger PLUS.

§ The maximum return you may receive in this scenario is a positive 35% return at maturity.
§ Downside Scenario. If the final index value is less than the trigger level of 65% of the initial index value, the investor
would receive an amount less than the $1,000 stated principal amount, based on a 1% loss of principal for each 1%
decline in the underlying index. Under these circumstances, the payment at maturity wil be less than 65% of the
stated principal amount per Trigger PLUS. There is no minimum payment at maturity on the Trigger PLUS.

§
If the underlying index depreciates 70%, the investor would lose 70% of the investor's principal and receive only
$300 per Trigger PLUS at maturity, or 30% of the stated principal amount.

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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the S&P 500® Index due July 3, 2024
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Risk Factors

The fol owing 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 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 index value is less than the trigger level (which is 65% of the initial index
value), the absolute return feature wil no longer be available and the payout at maturity wil be an amount in cash that
is at least 35% less than the $1,000 stated principal amount of each Trigger PLUS, and this decrease wil be by an
amount proportionate to the ful amount of the decline in the value of the underlying index 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 market price of the Trigger PLUS will be influenced by many unpredictable factors. Several factors, many of
which are beyond our control, wil influence the value of the Trigger PLUS in the secondary market and the price at
which MS & Co. may be wil ing to purchase or sel the Trigger PLUS in the secondary market, including the value
(including whether the value is below the trigger level), volatility (frequency and magnitude of changes in value) and
dividend yield of the underlying index, interest and yield rates in the market, time remaining until the Trigger PLUS
mature, geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying
index or equities markets general y and which may affect the final index value of the underlying index, and any actual
or anticipated changes in our credit ratings or credit spreads. General y, the longer the time remaining to maturity, the
more the market price of the Trigger PLUS wil be affected by the other factors described above. The level of the
underlying index may be, and has recently been, volatile, and we can give you no assurance that the volatility wil
lessen. See "S&P 500® Index Overview" below. You may receive less, and possibly significantly less, than the stated
principal amount per Trigger PLUS if you try to sel 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 al 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 al of your
investment. As a result, the market value of the Trigger PLUS prior to maturity wil 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
wil 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 wil be
limited to those available under the related guarantee by Morgan Stanley and that guarantee wil rank pari passu with
al other unsecured, unsubordinated obligations of Morgan Stanley. Holders wil 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 amount payable on the Trigger PLUS is not linked to the value of the underlying index at any time other
than the valuation date. The final index value wil be based on the index closing value on the valuation date, subject
to postponement for non-index business days and certain market disruption events. Even if the value of the underlying
index appreciates prior to the valuation date but then drops by the valuation date, the payment at maturity may be less,
and may be significantly less, than it would have been had the payment at maturity been linked to the value of the
underlying index prior to such drop. Although the actual value of the underlying index on
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Morgan Stanley Finance LLC
Dual Directional Trigger PLUS Based on the Performance of the S&P 500® Index due July 3, 2024
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

the stated maturity date or at other times during the term of the Trigger PLUS may be higher than the final index value,
the payment at maturity wil be based solely on the index closing value on the valuation date.

§ Investing in the Trigger PLUS is not equivalent to investing in the underlying index. Investing in the Trigger
PLUS is not equivalent to investing in the underlying index or its component stocks. Investors in the Trigger PLUS wil
not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the stocks
that constitute the underlying index.
§ Adjustments to the underlying index could adversely affect the value of the Trigger PLUS. The underlying index
publisher may add, delete or substitute the stocks constituting the underlying index or make other methodological
changes that could change the value of the underlying index. The underlying index publisher may discontinue or
suspend calculation or publication of the underlying index at any time. In these circumstances, the calculation agent
wil have the sole discretion to substitute a successor index that is comparable to the discontinued underlying index
and wil be permitted to consider indices that are calculated and published by the calculation agent or any of its
affiliates.
§ 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 wil ing
to purchase the Trigger PLUS in secondary market transactions wil likely be significantly lower than the original issue
price, because secondary market prices wil exclude the issuing, sel ing, structuring and hedging-related costs that are
included in the original issue price and borne by you and because the secondary market prices wil 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 wel as other factors.

The inclusion of the costs of issuing, sel ing, structuring and hedging the Trigger PLUS in the original issue price and
the lower rate we are wil ing to pay as issuer make the economic terms of the Trigger PLUS less favorable to you than
they otherwise would be.

However, because the costs associated with issuing, sel ing, structuring and hedging the Trigger PLUS are not ful y
deducted upon issuance, for a period of up to 6 months fol owing the issue date, to the extent that MS & Co. may buy
or sel the Trigger PLUS in the secondary market, absent changes in market conditions, including those related to the
underlying index, 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 wil 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 wil ing 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 wil vary based on many factors that
cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also "The
market price of the Trigger PLUS wil 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 wil 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 wil general y 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
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