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The information contained in this Disclosure Statement may not be modified by any oral representation made prior or subsequent
to the purchase of your Certificate of Deposit.
($100,000 Certificates of Deposit)
*** $100,000 Jumbo CDs are Non-Transferable ***
The certificates of deposit described below (the "CDs") are issued only in $100,000 denominations and are made
available by Morgan Stanley Smith Barney LLC ("Morgan Stanley"). Each CD is a deposit obligation of a depository institution
domiciled in the United States or one of its territories (an "Issuer"), the deposits and accounts of which are insured by the Federal
Deposit Insurance Corporation (the "FDIC") within the limits described below. Each CD constitutes a direct obligation of the
Issuer and is not, either directly or indirectly, an obligation of Morgan Stanley. The CDs may be purchased both upon issuance
(the "primary market") and after issuance (the "secondary market"). Morgan Stanley will advise you of the names of Issuers
currently making the CDs available and, if your CD is purchased in the primary market, the date on which your CD will be
established with the Issuer (the "Settlement Date").
Information on Issuers
In making an investment decision, investors must rely on their own examination of the Issuer and the terms of the
offering, including the merits and risks involved.
Upon request, you will be provided with financial information concerning the Issuer that you would receive upon request
if you established a deposit account directly with the Issuer. Morgan Stanley does not guarantee in any way the financial condition
of any Issuer or the accuracy of any financial information provided by the Issuer.
An Issuer may use proceeds from the sale of the CDs for any purpose permitted by law and its charter, including making
loans to eligible borrowers and investing in permissible financial products. Morgan Stanley or one of its affiliates may from time
to time act as a broker or dealer in the sale of permissible financial products to an Issuer.
The CDs of any one Issuer that you may purchase will be eligible for FDIC insurance up to $250,000 (including principal
and accrued interest) for each insurable capacity (e.g., individual, joint, IRA, etc.). For purposes of the $250,000 federal deposit
insurance limit, you must aggregate all deposits that you maintain with the Issuer in the same insurable capacity, including deposits
you hold directly with an Issuer and deposits you hold through Morgan Stanley and other intermediaries.
The CDs may not be resold in denominations of less than $100,000 and may only be held through Morgan Stanley
or an affiliate of Morgan Stanley.
Terms of the CDs
The maturities, rates of interest and interest payment terms of the CDs available through Morgan Stanley will vary. You
should review carefully the trade confirmation and any supplement to this Disclosure Statement for a description of the terms of the
CDs. You should also review the investment considerations discussed below in "Important Investment Considerations."
The CDs will mature on the date indicated on the trade confirmation. The CDs will not be automatically renewed or rolled
over and interest on the CDs will not continue to accrue after maturity. At maturity the CD balances will be remitted by the Issuer
to Morgan Stanley and credited to your account with Morgan Stanley. If the maturity date is not a business day, the CD balances
will be paid on the next succeeding business day. A business day shall be a day on which Morgan Stanley and the banks in both
the Issuer's domicile and New York are open for business.
Interest-bearing CDs pay interest at either a fixed rate or at a variable rate. A fixed rate CD will pay the same interest rate
throughout the life of the CD. The interest rate on variable rate CDs may increase or decrease from the initial rate at predetermined
time periods ("step rates") or may be reset at specified times based upon the change in a specific index or indices ("floating rates").
The dates on which the rates on step rate CDs will change or the rates on floating rate CDs will reset, as well as a description of the
basis on which the rate will be reset, will be set forth on the trade confirmation or a supplement to this Disclosure Statement.
Some CDs may be subject to redemption on a specified date or dates at the sole discretion of the Issuer (a "call"). If the
CD is called, you will be paid all principal and interest accrued up to, but not including, the call date. No interest will be earned
after the call date. The dates on which the CDs may be called will be specified in the trade confirmation or a supplement to this
The CDs are offered in a wide range of maturities, but are made available only in denominations of $100,000.
Unless otherwise specified in the trade confirmation or any supplement to this Disclosure Statement, interest earned on
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interest-bearing CDs with original maturities of one year or less will be paid at the maturity of such CDs and interest earned on
interest-bearing CDs with original maturities of more than one year will be paid monthly, quarterly, semiannually or annually and
at maturity. Interest on variable rate CDs will be re-set periodically and interest will be paid monthly, quarterly, semiannually or
annually and at maturity as specified on the trade confirmation or any supplement to this Disclosure Statement.
Interest payments on interest-bearing CDs are automatically credited to your account with Morgan Stanley. Interest will
accrue up to, but not including, the interest payment date, or the maturity date or any call date. If an interest payment date falls on
a day that is not a business day, interest will be paid on the first business day following the interest payment date. For specific rate
information for any interest period, please contact Morgan Stanley.
Interest on the CDs is not compounded. Interest on the CDs in the primary market is calculated on the basis of the actual
number of days elapsed over a 365 day year. However, the amount of interest on CDs that are purchased in the secondary market
may be based on other interest rate calculations. Please contact Morgan Stanley with questions concerning the interest rate
calculation on a secondary market CD.
Your Relationship with Morgan Stanley and the Issuer
You will not receive a passbook, certificate or other evidence of ownership of the CD from the Issuer. The CDs are
evidenced by one or more master certificates issued by the Issuer, each representing a number of individual CDs. These master
certificates are held by Morgan Stanley & Co. LLC, as custodian. Morgan Stanley keeps records of the ownership of each CD and
will provide you with a written confirmation of your purchase. You will also be provided with a periodic account statement from
Morgan Stanley that will reflect your CD ownership. You should retain the trade confirmation and the account statement(s) for
your records. The purchase of a CD is not recommended for persons who wish to take actual possession of a certificate.
Your account statement from Morgan Stanley may provide an estimate of the price you might receive on some or all of
your CDs if you were able to sell them prior to maturity. Any prices on your statement are estimates and are not based on actual
market prices. You should ask Morgan Stanley to explain its statement pricing policies. Your deposit insurance coverage will be
determined based on the outstanding principal amount of your CD, not the estimated market price. See the sections headed "Deposit
Insurance: General" and "Secondary Market".
Each CD constitutes a direct obligation of the Issuer and is not, either directly or indirectly, an obligation of Morgan
Stanley. Your CD will be established on the Settlement Date. No deposit relationship shall be deemed to exist prior to the receipt
and acceptance of your funds by the Issuer.
If you choose to remove Morgan Stanley as your agent with respect to your CD, you may have the ownership of your CD
evidenced directly on the books of the Issuer. Because Morgan Stanley & Co. LLC is holding the master certificate, you may
not transfer your CD from Morgan Stanley to another broker-dealer. Evidence of your ownership of the CD on
the Issuer's books will be subject to applicable law and the Issuer's terms and conditions, including those related to the manner of
evidencing CD ownership. If you choose to remove Morgan Stanley as your agent, Morgan Stanley will have no further
responsibility for payments made with respect to your CD. If you establish your CD directly on the books of the Issuer you will
have the ability to enforce your rights in the CD directly against the Issuer.
Important Investment Considerations
Buy and Hold. The CDs are most applicable for purchasing and holding to maturity, and if your CD is callable by the
Issuer you should be prepared to hold it according to its terms. Morgan Stanley, though not obligated to do so, may maintain a
secondary market in the CDs after their Settlement Date. If you are able to sell your CD, the price you receive will reflect prevailing
market conditions and your sales proceeds may be less than the amount you paid for your CD. If you wish to dispose of your CD
prior to maturity, you should read with special care the sections headed "Additions or Withdrawals" and "Secondary Market." You
should be aware that large denomination CDs may be less liquid than smaller denomination CDs. Your CD may not be resold in
denominations of less than $100,000.
Compare Features. You should compare the rates of return and other features of the CDs to other available investments
before deciding to purchase a CD. The rates paid with respect to the CDs may be higher or lower than the rates on deposits or other
instruments available directly from the Issuer or through Morgan Stanley.
Information About Callable CDs.
? Callable CDs present different investment considerations than CDs not subject to call by the Issuer and may not be
appropriate for every investor. You should carefully review your trade confirmation and any supplement to this
Disclosure Statement for the terms of the CD including the time periods when the Issuer may call the CD.
? The Issuer may decide in its sole discretion to call a CD before its maturity in accordance with the terms of the CD. The
Issuer is not obligated to call a CD. Morgan Stanley does not control or influence whether or when an Issuer decides to
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exercise a call. You should be aware that the Issuer will call a CD, if at all, when it is most advantageous for the Issuer to
do so without reference to your investment needs. The Issuer is most likely to call the CDs when interest rates on
comparable deposit obligations are lower than the interest rate payable on the CDs.
? Depending on the terms of the CDs, you may face the risk that:
(i) the CD may be paid off prior to maturity as a result of a call by the Issuer and your return would be less
than the yield that the CD would have earned had it been held to maturity;
(ii) if the CD is called by the Issuer, you may be unable to reinvest your funds at the same rate as the original
CD and you may be confronted with a less favorable interest rate environment than when your initial
purchase of the CD was made; and/ or
(iii) the CD may not be called and you may be required to hold the CD until maturity.
? Morgan Stanley is not responsible for any losses you may incur as a result of an Issuer's decision to exercise or not
exercise a call. You do not have the right to redeem the CDs (except for the limited early withdrawal rights described in
the section headed "Additions or Withdrawals").
Information About Variable Rate CDs. Variable rate CDs present different investment considerations than fixed rate
CDs and may not be appropriate for every investor. Depending upon the type of variable rate CD (step rate or floating rate) and
the interest rate environment, the CD may pay substantially more or substantially less interest over the term of the CD than would
be paid on a fixed rate CD of the same maturity. Furthermore, if the CD is subject to call by the Issuer, (i) you may not receive the
benefits of any anticipated increase in rates paid on a variable rate CD if the CD is called or (ii) you may be required to hold the
CD at a lower rate than prevailing market interest rates if the CD is not called. You should carefully review any supplement to this
Disclosure Statement that describes the step rate or the basis for re-setting a floating rate and, if the CD is subject to call by the
Issuer, the time periods at which the Issuer may call the CD.
Insolvency of the Issuer. In the event the Issuer approaches insolvency or becomes insolvent, the Issuer may be placed in
regulatory conservatorship or receivership with the FDIC typically appointed the conservator or receiver. The FDIC may thereafter
pay off the CDs prior to maturity or transfer the CDs to another depository institution. If the CDs are transferred to another
institution, you may be offered a choice of retaining the CDs at a lower interest rate or having the CDs paid off. See the sections
headed "Deposit Insurance: General" and "Payments Under Adverse Circumstances."
Reinvestment Risk. If your CD is paid off prior to maturity as a result of the Issuer's insolvency, exercise by the Issuer
of any right to call the CD or a voluntary early withdrawal (see the section headed "Additions or Withdrawals") you may be unable
to reinvest your funds at the same rate as the original CD. Morgan Stanley is not responsible to you for any losses you may incur
as a result of a lower interest rate on an investment replacing your CD.
SEC Investor Tips. The Securities and Exchange Commission periodically publishes tips for investors in various financial
products, including CDs, on its website. You can access these investor tips at www.sec.gov.
Deposit Insurance: General
Your CDs are insured by the FDIC, an independent agency of the U.S. Government, up to $250,000 (including principal
and accrued interest) for all deposits held in the same insurable capacity at any one Issuer. Generally, any accounts or deposits that
you may maintain directly with a particular Issuer, or through any other intermediary in the same insurable capacity in which the
CDs are maintained, would be aggregated with the CDs for purposes of the $250,000 federal deposit insurance limit. In the event
an Issuer fails, interest-bearing CDs are insured, up to $250,000, for principal and interest accrued to the date the Issuer is closed.
Interest is determined for insurance purposes in accordance with federal law and regulations.
Under certain circumstances, if you become the owner of CDs or other deposits at an Issuer because another depositor
dies, beginning six (6) months after the death of the depositor the FDIC will aggregate those deposits for purposes of the $250,000
federal deposit insurance limit with any other CDs or deposits that you own in the same insurable capacity at the Issuer. Examples
of accounts that may be subject to this FDIC policy include joint accounts, "payable on death" accounts and certain trust accounts.
The FDIC provides a six (6) month "grace period" to permit you to restructure your deposits to obtain the maximum amount of
deposit insurance for which you are eligible.
You are responsible for monitoring the total amount of deposits that you hold with any one Issuer, directly or through
an intermediary, in order for you to determine the extent of deposit insurance coverage available to you on your deposits,
including the CDs. Morgan Stanley is not responsible for any insured or uninsured portion of the CDs or any other deposits.
BY YOUR PURCHASE OF A CD YOU ARE DEEMED TO REPRESENT TO THE ISSUER AND MORGAN
STANLEY THAT YOUR DEPOSITS WITH THE ISSUER (OR IF YOU ARE ACTING AS A CUSTODIAN, THE
DEPOSITS OF THE BENEFICIARIES), INCLUDING THE CD, WHEN AGGREGATED IN ACCORDANCE WITH
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What is the interest rate on a jumbo CD? Thus, the typical certificate of deposit interest rate for a 5-year jumbo CD range from 0.32 to .79%. What is a Jumbo CD? A jumbo CD is a type of high-yield certificate of deposit that requires more capital than a traditional CD. Both CDs and savings accounts offer fixed or variable interest in exchange for depositors keeping their funds in the account until maturity.
Title: Microsoft Word - MS $100000 CD Disclosure Statement
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