Obbligazione Morgan Stanleigh 10% ( US61760QFX79 ) in USD

Morgan Stanleigh

100 USD ▲

Stati Uniti

US61760QFX79 ( in USD )

10% per anno ( pagato 2 volte l'anno)

30/04/2030

Prospetto opuscolo dell'obbligazione Morgan Stanley US61760QFX79 en USD 10%, scadenza 30/04/2030

1 000 USD

5 000 000 USD

61760QFX7

N/A

30/04/2026 ( In 139 giorni )

Morgan Stanley è una società globale di servizi finanziari che offre servizi di investimento bancario, gestione patrimoniale e trading a clienti istituzionali e privati.

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61760QFX79, pays a coupon of 10% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/04/2030

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61760QFX79, was rated NR by Moody's credit rating agency.

424B2 1 dp55065_424b2-ps233.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration

Title of Each Class of Securities Offered
Offering Price
Fee
Fixed to Floating Rate Securities due 2030

$5,000,000

$581.00

April 2 0 1 5
Pricing Supplement No. 233
Registration Statement No. 333-200365
Dated April 2, 2015
Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED PRODUCTS
Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
As further described below, interest will accrue on the securities (i) in year 1: at a rate of 10.00% per annum and (ii) in years 2 to maturity: for
each day that the closing value of e a c h of the S&P 500® Index a nd the Russell 2000® Index is gre a t e r t ha n or e qua l t o 50% of its
respective initial index value (which we refer to as the index reference level), at a variable rate per annum equal to 10 times the difference, if
any, between the 30-Year Constant Maturity Swap Rate ("30CMS") and the 2-Year Constant Maturity Swap Rate ("2CMS"), as determined on
the CMS reference determination date at the start of the related monthly interest payment period; subject to the maximum interest rate of
10.00% per annum for each interest payment period during the floating interest rate period and the minimum interest rate of 0.00% per
annum. The securities provide an above-market interest rate in year 1; however, for each interest payment period in years 2 to maturity, the
securities will not pay any interest with respect to an interest payment period if the CMS reference index level is equal to or less than 0.00%
on the related monthly CMS reference determination date. In addition, if, on any calendar day, the index closing value of e it he r index is less
than the index reference level for such index, interest will accrue at a rate of 0.00% per annum for that day. At maturity, if the final index
value of e a c h index is greater than or equal to its barrier level of 50% of its respective initial index value, investors will receive the stated
principal amount of the securities plus any accrued but unpaid interest. However, if the final index value of e it he r index is less than its
respective barrier level, investors will be fully exposed to the decline in the worst performing index over the term of the securities, and the
payment at maturity will be less than 50% of the stated principal amount of the securities and could be zero. T he re is no m inim um
pa ym e nt a t m a t urit y on t he se c urit ie s. Ac c ordingly, inve st ors m a y lose up t o t he ir e nt ire init ia l inve st m e nt in t he
se c urit ie s. Because payments on the securities are based on the worst performing of the indices, a decline beyond the respective index
reference level and/or respective barrier level, as applicable, of e it he r index will result in few or no interest payments during the floating
interest rate period and/or a significant loss of your investment, as applicable, even if the other index has appreciated or has not declined as
much. Investors will not participate in any appreciation of either index. These long-dated securities are for investors who seek an opportunity
to earn interest at a potentially above-market rate in exchange for the risk of losing their principal and the risk of receiving little or no interest
on the securities during the floating interest rate period.
All pa ym e nt s a re subje c t t o t he c re dit risk of M orga n St a nle y. I f M orga n St a nle y de fa ult s on it s obliga t ions, you
c ould lose som e or a ll of your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny
se c urit y int e re st in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley
I ndic e s:
S&P 500® Index (the "SPX Index") and Russell 2000® Index (the "RTY Index")
CM S re fe re nc e inde x :
30-Year Constant Maturity Swap Rate minus 2-Year Constant Maturity Swap Rate, expressed as a
percentage.
Please see "Additional Provisions--CMS Reference Index" below.
Aggre ga t e princ ipa l a m ount : $5,000,000. May be increased prior to the original issue date but we are not required to do so.
I ssue pric e :
At variable prices
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
April 2, 2015
Origina l issue da t e :
April 30, 2015 (20 business days after the pricing date)
M a t urit y da t e :
April 30, 2030
I nt e re st a c c rua l da t e :
April 30, 2015
Pa ym e nt a t m a t urit y:
· If the final index value of each index is greater than or equal to its respective barrier level: the
stated principal amount plus any accrued and unpaid interest
· If the final index value of either index is less than its respective barrier level: (a) the stated
principal amount times the index performance factor of the worst performing index plus (b) any accrued
and unpaid interest. This amount will be less than 50% of the stated principal amount of the securities
and could be zero.
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I nt e re st :
From and including the original issue date to but excluding April 30, 2016 (the "fixed interest rate period"):
10.00% per annum
From and including April 30, 2016 to but excluding the maturity date (the "floating interest rate period"):
For each interest payment period, a variable rate per annum equal to the product of:
(a ) le ve ra ge fa c t or times t he CM S re fe re nc e inde x ; subject to the minimum interest
rate and the maximum interest rate; a nd
(b) N /ACT ; where,
"N" = the total number of calendar days in the applicable interest payment period on which the index
closing value of each index is greater than or equal to its respective index reference level (each such day,
an "accrual day"); and
"ACT" = the total number of calendar days in the applicable interest payment period.
The CMS reference index level applicable to an interest payment period will be determined on the related
CMS reference determination date.
Interest for each interest payment period during the floating interest rate period is subject to the
minimum interest rate of 0.00% per annum and the maximum interest rate of 10.00% per annum for
such interest payment period. Beginning April 30, 2016, it is possible that you could receive little
or no interest on the securities. If, on the related CMS reference determination date, the CMS
reference index level is equal to or less than the CMS reference index strike, interest will accrue at
a rate of 0.00% for that interest payment period. In addition, if, on any day, the index closing value
of either index is determined to be less than the index reference level for such index, interest will
accrue at a rate of 0.00% per annum for that day. The determination of the index closing value for
each index will be subject to certain market disruption events. Please see Annex A--Market
Disruption Event" below.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley. See
"Supplemental Information Concerning Plan of Distribution; Conflicts of Interest."
Terms continued on the following page
Est im a t e d va lue on t he
$905.00 per security. The estimated value on any subsequent pricing date may be lower than this
pric ing da t e :
estimate, but will in no case be less than $870.30. See "The Securities" on page 3.
Com m issions a nd issue
pric e :
Pric e t o public (1)(2)
Age nt 's c om m issions (2)
Proc e e ds t o issue r (3)
Pe r se c urit y
At variable prices
$37.50
$962.50
T ot a l
At variable prices
$187,500
$4,812,500
(1)
The securities will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale, which may be
at market prices prevailing, at prices related to such prevailing prices or at negotiated prices; provided, however, that such price will not be less than $970 per
security and will not be more than $1,000 per security. See "Risk Factors--The Price You Pay For The Securities May Be Higher Than The Prices Paid By Other
Investors."
(2)
Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Wealth Management (an affiliate of the
agent) and their financial advisors, of up to $37.50 per security depending on market conditions. See "Supplemental Information Concerning 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 20.
T he se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s. Se e "Risk Fa c t ors"
be ginning on pa ge 1 5 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d t he se
se c urit ie s, or de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying prospe c t us supple m e nt , inde x supple m e nt
a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us supple m e nt , inde x supple m e nt a nd prospe c t us,
e a c h of w hic h
c a n be a c c e sse d via t he hype rlink s be low .
Prospe c t us Supple m e nt da t e d N ove m be r 1 9 , 2 0 1 4
I nde x Supple m e nt da t e d N ove m be r 1 9 , 2 0 1 4 Prospe c t us da t e d N ove m be r 1 9 , 2 0 1 4
T he se c urit ie s a re not ba nk de posit s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r
gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

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Terms continued from previous page:
Le ve ra ge fa c t or:
10
I nt e re st pa ym e nt pe riod:
Monthly
I nt e re st pa ym e nt pe riod e nd Unadjusted
da t e s:
I nt e re st pa ym e nt da t e s:
The last calendar day of each month, beginning May 31, 2015; provided that if any such day is not a
business day, that interest payment will be made on the next succeeding business day and no adjustment
will be made to any interest payment made on that succeeding business day.
I nt e re st re se t da t e s:
The last calendar day of each month, beginning April 30, 2016
M a x im um int e re st ra t e :
10.00% per annum for each interest payment period during the floating interest rate period
M inim um int e re st ra t e :
0.00% per annum
U nde rlying inde x publishe r:
With respect to the SPX Index: S&P Dow Jones Indices LLC
With respect to the RTY Index: Russell Investments
CM S re fe re nc e
Two (2) U.S. government securities business days prior to the related interest reset date at the start of
de t e rm ina t ion da t e s:
the applicable interest payment period.
CM S re fe re nc e inde x st rik e : 0.00%
I nde x re fe re nc e le ve l:
With respect to the SPX Index: , which is 50% of its initial index value
With respect to the RTY Index: , which is 50% of its initial index value
I nit ia l inde x va lue :
With respect to the SPX Index: , which is its index closing value on April 27, 2015
With respect to the RTY Index: , which is its index closing value on April 27, 2015
Ba rrie r le ve l:
With respect to the SPX Index: , which is 50% of its initial index value
With respect to the RTY Index: , which is 50% of its initial index value
Fina l inde x va lue :
With respect to each index, the index closing value of such index on the final determination date
I nde x c losing va lue :
With respect to each index, the closing value of such index. Please see "Additional Provisions--Indices"
below.
Fina l de t e rm ina t ion da t e :
The third scheduled business day prior to the maturity date, subject to adjustment due to non-index
business days or certain market disruption events.
I nde x c ut off:
With respect to each index, the index closing value of such index for any day from and including the third
index business day prior to the related interest payment date for any interest payment period shall be the
index closing value of such index on such third index business day prior to such interest payment date.
I nde x pe rform a nc e fa c t or:
The final index value divided by the initial index value
Worst pe rform ing inde x :
The index with the larger percentage decrease from the respective initial index value to the respective
final index value
Re de m pt ion:
None
Da y-c ount c onve nt ion:
Actual/Actual
Spe c ifie d c urre nc y:
U.S. dollars
CU SI P / I SI N :
61760QFX7 / US61760QFX79
Book -e nt ry or c e rt ific a t e d
Book-entry
se c urit y:
Busine ss da y:
New York
Ca lc ula t ion a ge nt :
Morgan Stanley Capital Services LLC.

All determinations made by the calculation agent will be at the sole discretion of the calculation agent and
will, in the absence of manifest error, be conclusive for all purposes and binding on you, the trustee and
us.

All values used in the interest rate formula for the securities and all percentages resulting from any
calculation of interest will be rounded to the nearest one hundred-thousandth of a percentage point, with
.000005% rounded up to .00001%. All dollar amounts used in or resulting from such calculation on the
securities will be rounded to the nearest cent, with one-half cent rounded upward.

Because the calculation agent is our affiliate, the economic interests of the calculation agent and its
affiliates may be adverse to your interests as an investor in the securities, including with respect to
certain determinations and judgments that the calculation agent must make in determining the payment
that you will receive on each interest payment date and at maturity or whether a market disruption event
has occurred. Please see Annex A--Market Disruption Event" and "--Discontinuance of an Index;
Alteration of Method of Calculation" below. The calculation agent is obligated to carry out its duties and
functions as calculation agent in good faith and using its reasonable judgment.
T rust e e :
The Bank of New York Mellon
Cont a c t inform a t ion:
Morgan Stanley Wealth Management 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-
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4776). All other clients may contact their local brokerage representative. Third-party distributors may
contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

April 2015
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Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

The Securities

Principal at Risk Securities

The securities are debt securities of Morgan Stanley. In year 1, the securities pay interest at a rate of 10.00% per annum. Beginning April 30, 2016, interest
will accrue on the securities for each day that the closing value of e a c h of the S&P 500® Index a nd the Russell 2000® Index is gre a t e r t ha n or e qua l t o
50% of its respective initial index value (which we refer to as the index reference level), at a variable rate per annum equal to 10 times the difference, if any,
between the 30-Year Constant Maturity Swap Rate ("30CMS") and the 2-Year Constant Maturity Swap Rate ("2CMS"), as determined on the CMS reference
determination date at the start of the related monthly interest payment period; subject to the maximum interest rate of 10.00% per annum for each interest
payment period during the floating interest rate period and the minimum interest rate of 0.00% per annum. The securities provide an above-market interest
rate in year 1; however, for each interest payment period in years 2 to maturity, the securities will not pay any interest with respect to an interest payment
period if the CMS reference index level is equal to or less than 0.00% on the related monthly CMS reference determination date. In addition, if, on any
calendar day, the index closing value of e it he r index is less than the index reference level for such index, interest will accrue at a rate of 0.00% per annum
for that day.

At maturity, if the final index value of e a c h index is greater than or equal to its barrier level of 50% of its respective initial index value, investors will receive
the stated principal amount of the securities plus any accrued but unpaid interest. However, if the final index value of e it he r index is less than its respective
barrier level, investors will be fully exposed to the decline in the worst performing index over the term of the securities, and the payment at maturity will be less
than 50% of the stated principal amount of the securities and could be zero. T he re is no m inim um pa ym e nt a t m a t urit y on the
se c urit ie s. Ac c ordingly, inve st ors m a y lose up t o t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. Because payments on the securities
are based on the worst performing of the indices, a decline beyond the respective index reference level and/or respective barrier level, as applicable, of e it he r
index will result in few or no interest payments during the floating interest rate period and/or a significant loss of your investment, as applicable, even if the
other index has appreciated or has not declined as much. Investors will not participate in any appreciation of either index.

We describe the basic features of these securities in the sections of the accompanying prospectus called "Description of Debt Securities--Floating Rate Debt
Securities" and prospectus supplement called "Description of Securities," subject to and as modified by the provisions described below. All payments on the
securities are subject to the credit risk of Morgan Stanley.

The stated principal amount of each security is $1,000, and the issue price is variable. This price includes costs associated with issuing, selling, 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 the issue
price. We estimate that the value of each security on the pricing date is $905.00. The estimated value on any subsequent pricing date may be lower than this
estimate, but will in no case be less than $870.30 per security.

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 CMS reference index and the indices. The estimated value of the securities is determined using our own pricing and valuation models, market
inputs and assumptions relating to the CMS reference index and the indices, instruments based on the CMS reference index and the 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 interest rate, the leverage factor, the maximum interest rate applicable to each interest
payment period during the floating interest rate period, the CMS reference index strike, the index reference levels and the barrier 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?
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The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to interest rates
and the CMS reference index and the 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 well as the bid-offer spread that MS & Co. would charge in a secondary market transaction
of this type, the costs of unwinding the related hedging transactions and other factors.

April 2015
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Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

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.

April 2015
Page 4

Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
Additional Provisions

CM S Re fe re nc e I nde x

Wha t a re t he 3 0 -Y e a r a nd 2 -Y e a r Const a nt M a t urit y Sw a p Ra t e s?

The 30-Year Constant Maturity Swap Rate (which we refer to as "30CMS") is, on any U.S. government securities business day, the fixed rate of interest
payable on an interest rate swap with a 30-year maturity as reported on Reuters Page ISDAFIX1 or any successor page thereto at 11:00 a.m. New York
City time on that day. This rate is one of the market-accepted indicators of longer-term interest rates.

The 2-Year Constant Maturity Swap Rate (which we refer to as "2CMS") is, on any U.S. government securities business day, the fixed rate of interest
payable on an interest rate swap with a 2-year maturity as reported on Reuters Page ISDAFIX1 or any successor page thereto at 11:00 a.m. New York City
time on that day. This rate is one of the market-accepted indicators of shorter-term interest rates.

An interest rate swap rate, at any given time, generally indicates the fixed rate of interest (paid semi-annually) that a counterparty in the swaps market would
have to pay for a given maturity, in order to receive a floating rate (paid quarterly) equal to 3-month LIBOR for that same maturity.

U .S. Gove rnm e nt Se c urit ie s Busine ss Da y

U.S. government securities business day means any day except for a Saturday, Sunday or a day on which The Securities Industry and Financial Markets
Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government
securities.

CM S Ra t e Fa llba c k Provisions

If 30CMS or 2CMS is not displayed by 11:00 a.m. New York City time on the Reuters Screen ISDAFIX1 Page on any day on which the level of the CMS
reference index must be determined, such affected rate for such day will be determined on the basis of the mid-market semi-annual swap rate quotations to
the calculation agent provided by five leading swap dealers in the New York City interbank market (the "Reference Banks") at approximately 11:00 a.m.,
New York City time, on such day, and, for this purpose, the mid-market semi-annual swap rate means the mean of the bid and offered rates for the semi-
annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dollar interest rate swap transaction with a term equal to the applicable
30 year or 2 year maturity commencing on such day and in a representative amount with an acknowledged dealer of good credit in the swap market, where
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the floating leg, calculated on an actual/360 day count basis, is equivalent to USD-LIBOR-BBA with a designated maturity of three months. The calculation
agent will request the principal New York City office of each of the Reference Banks to provide a quotation of its rate. If at least three quotations are
provided, the rate for that day will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest)
and the lowest quotation (or, in the event of equality, one of the lowest). If fewer than three quotations are provided as requested, the rate will be
determined by the calculation agent in good faith and in a commercially reasonable manner.

April 2015
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Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
I ndic e s

T he S& P 5 0 0 ® I nde x

The SPX Index, which is calculated, maintained and published by S&P Dow Jones Indices LLC ("S&P"), consists of stocks of 500 component companies
selected to provide a performance benchmark for the U.S. equity markets. The calculation of the SPX Index is based on the relative value of the float
adjusted aggregate market capitalization of the 500 component companies as of a particular time as compared to the aggregate average market
capitalization of 500 similar companies during the base period of the years 1941 through 1943. For additional information about the SPX Index, see the
information set forth under "Annex A--The S&P 500® Index" in this document and "S&P 500® Index" in the accompanying index supplement.

T he Russe ll 2 0 0 0 ® I nde x

The RTY Index is an index calculated, published and disseminated by Russell Investments, and measures the composite price performance of stocks of
2,000 companies incorporated in the U.S. and its territories. All 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 Russell 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 RTY Index consists of the smallest 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 RTY Index is designed to track the performance of the small
capitalization segment of the U.S. equity market. For additional information about the RTY Index, see the information set forth under "Annex A--The
Russell 2000® Index" in this document and "Russell 2000® Index" in the accompanying index supplement.

I nde x Closing V a lue Fa llba c k Provisions

The index closing value on any calendar day during the term of the securities on which the index level of an index is to be determined (each, an "index
determination date") will equal:

·
with respect to the SPX Index, the official closing value of such index as published by the underlying index publisher for the SPX Index or its
successor, or in the case of any successor index, the official closing value for such successor index as published by the publisher of such
successor index or its successor, at the regular weekday close of trading on that calendar day, as determined by the calculation agent; and

·
with respect to the RTY Index, the closing value of such index or any successor index reported by Bloomberg Financial Services, or any successor
reporting service the calculation agent may select, on such index determination date. Currently, whereas the underlying index publisher for the RTY
Index publishes the official closing value of the RTY Index to six decimal places, Bloomberg Financial Services reports the closing value to fewer
decimal places. As a result, the closing value of the RTY Index reported by Bloomberg Financial Services may be lower or higher than the official
closing value of the RTY Index published by the underlying index publisher for such index,

provided that the index closing value for each index for any day from and including the third index business day prior to the related interest payment date for
any interest payment period shall be the index closing value for such index in effect on such third index business day prior to such interest payment date;
provided further that if a market disruption event with respect to an index occurs on any index determination date or if any such index determination date is
not an index business day with respect to an index, the closing value of such index for such index determination date will be the closing value of such index
on the immediately preceding index business day for such index on which no market disruption event has occurred with respect to such index.

In certain circumstances, the index closing value of an index shall be based on the alternate calculation of such index described under "Annex A--
Discontinuance of an Index; Alteration of Method of Calculation."

"Index business day" means, with respect to each index, a day, as determined by the calculation agent, on which trading is generally conducted on each of
the relevant exchange(s) for such index, other than a day on which trading on such exchange(s) is scheduled to close prior to the time of the posting of its
regular final weekday closing price.

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"Relevant exchange" means, with respect to each index, the primary exchange(s) or market(s) of trading for (i) any security then included in such index, or
any successor index, and (ii) any futures or options contracts related to such index or to any security then included in such index.

April 2015
Page 6

Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

For more information regarding market disruption events with respect to an index, discontinuance of an index and alteration of the method of calculation,
see "Annex A--Market Disruption Event" and "--Discontinuance of an Index; Alteration of Method of Calculation" herein.

April 2015
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Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

How the Securities Work

H ow t o c a lc ula t e t he int e re st pa ym e nt s during t he floa t ing int e re st ra t e pe riod:

The table below presents examples of hypothetical interest that would accrue on the securities during any month in the floating interest rate period. The
examples below are for purposes of illustration only. The examples of the hypothetical floating interest rate that would accrue on the securities are based on
both the level of the CMS reference index level on the applicable CMS reference determination date and the total number of calendar days in a monthly
interest payment period on which the index closing value of each index is greater than or equal to its respective index reference level.

The actual interest payment amounts during the floating interest rate period will depend on the actual level of the CMS reference index on each CMS
reference determination date and the index closing value of each index on each day during the floating interest payment period. The applicable interest rate
for each monthly interest payment period will be determined on a per-annum basis but will apply only to that interest payment period. The table assumes
that the interest payment period contains 30 calendar days. The examples below are for purposes of illustration only and would provide different results if
different assumptions were made.

Annua lize d ra t e of int e re st pa id
1 0 times CM S
CM S
N um be r of da ys on w hic h t he inde x c losing va lue of e a c h inde x is gre a t e r t ha n or e qua l t o it s
Re fe re nc e
Re fe re nc e I nde x
re spe c t ive inde x re fe re nc e le ve l
I nde x *
0
5
1 0
1 5
2 0
2 5
3 0
-2.400%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-2.200%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-2.000%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.800%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.600%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.400%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.200%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.000%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.800%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.600%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.400%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.200%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
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0.000%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.200%
2.00%
0.000%
0.333%
0.667%
1.000%
1.333%
1.667%
2.000%
0.400%
4.00%
0.000%
0.667%
1.333%
2.000%
2.667%
3.333%
4.000%
0.600%
6.00%
0.000%
1.000%
2.000%
3.000%
4.000%
5.000%
6.000%
0.800%
8.00%
0.000%
1.333%
2.667%
4.000%
5.333%
6.667%
8.000%
1.000%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
1.200%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
1.400%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
1.600%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
1.800%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
2.000%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
2.200%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
2.400%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
2.600%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
2.800%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
3.000%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
3.200%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
* Subject to the minimum interest rate of 0.00% and the maximum interest rate of 10.00%

April 2015
Page 8

Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

If 30CMS is less than or equal to 2CMS on the applicable CMS reference determination date, the floating interest rate will be the minimum interest rate of
0.00% and no interest will accrue on the securities for such interest period regardless of the total number of calendar days in the interest payment period on
which the index closing value of each index is greater than or equal to its respective index reference level.

If on any day, the index closing value of either index is determined to be less than the index reference level for such index, interest will accrue at a rate of
0.00% per annum for that day.

April 2015
Page 9

Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

H ow t o c a lc ula t e t he pa ym e nt a t m a t urit y:

The following hypothetical examples illustrate how to calculate the payment at maturity. The following examples are for illustrative purposes only. The
amount you will receive at maturity, if any, will be determined by reference to the index closing value of each index on the final determination date. The
actual initial index value and barrier level for each index will be determined on April 27, 2015. All payments on the securities, if any, are subject to the credit
risk of Morgan Stanley. The below examples are based on the following terms:

Pa ym e nt a t m a t urit y:
· If the final index value of each index is greater than or equal to its respective barrier level: the stated
principal amount plus any accrued and unpaid interest
· If the final index value of either index is less than its respective barrier level: (a) the stated principal amount
times the index performance factor of the worst performing index plus (b) any accrued and unpaid interest. This
http://www.sec.gov/Archives/edgar/data/895421/000095010315002751/dp55065_424b2-ps233.htm[4/6/2015 3:57:31 PM]

amount will be less than 50% of the stated principal amount of the securities and could be zero.
St a t e d princ ipa l a m ount :
$1,000 per security
H ypot he t ic a l init ia l inde x
With respect to the SPX Index: 2,000
va lue :

With respect to the RTY Index: 1,200
H ypot he t ic a l ba rrie r le ve l:
With respect to the SPX Index: 1,000, which is 50% of the hypothetical initial index value for such index

With respect to the RTY Index: 600, which is 50% of the hypothetical initial index value for such index

Fina l I nde x V a lue
Pa ym e nt a t M a t urit y
SPX I nde x
RT Y I nde x
Ex a m ple 1 :
1,200 (a t or a bove the barrier level) 950 (a t or a bove the barrier level)
The stated principal amount plus any accrued and
unpaid interest
Ex a m ple 2 :
1,100 (a t or a bove the barrier level)
480 (be low the barrier level)
($1,000 x index performance factor of the worst
performing index) + any accrued and unpaid interest
= $1,000 x (480 / 1,200) + any accrued and unpaid
interest
= $400 plus any accrued and unpaid interest
Ex a m ple 3 :
800 (be low the barrier level)
1,000 (a t or a bove the barrier level)
[$1,000 x (800 / 2,000)] + any accrued and unpaid
interest
= $400 plus any accrued and unpaid interest
Ex a m ple 4 :
600 (be low the barrier level)
480 (be low the barrier level)
[$1,000 x (600 / 2,000)] + any accrued and unpaid
interest
= $300 plus any accrued and unpaid interest
Ex a m ple 5 :
800 (be low the barrier level)
360 (be low the barrier level)
[$1,000 x (360 / 1,200)] + any accrued and unpaid
interest
= $300 plus any accrued and unpaid interest

In example 1, the final index values of both the SPX Index and RTY Index are at or above their respective barrier levels. Therefore, investors receive at
maturity the stated principal amount of the securities plus any accrued and unpaid interest.

April 2015
Page 10

Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

In examples 2 and 3, the final index value of one index is at or above its barrier level but the final index value of the other index is below its barrier
level. Therefore, investors are exposed to the downside performance of the worst performing index at maturity and receive at maturity an amount equal to
(i) the stated principal amount times the index performance factor of the worst performing index plus (ii) any accrued and unpaid interest.

Similarly, in examples 4 and 5, the final index value of each index is below its respective barrier level, and investors receive at maturity an amount equal to
the stated principal amount times the index performance factor of the worst performing index. In example 4, the SPX Index has declined 70% from its initial
index value to its final index value, while the RTY Index has declined 60% from its initial index value to its final index value. Therefore, the payment at
maturity equals (i) the stated principal amount times the index performance factor of the SPX Index, which is the worst performing index in this example, plus
(ii) any accrued and unpaid interest. In example 5, the SPX Index has declined 60% from its initial index value, while the RTY Index has declined 70% from
its initial index value to its final index value. Therefore, the payment at maturity equals (i) the stated principal amount times the index performance factor of
the RTY Index, which is the worst performing index in this example, plus (ii) any accrued and unpaid interest.

I f t he fina l inde x va lue of EI T H ER inde x is be low it s re spe c t ive ba rrie r le ve l, you w ill be e x pose d t o t he dow nside
pe rform a nc e of t he w orst pe rform ing inde x a t m a t urit y, a nd your pa ym e nt a t m a t urit y w ill be le ss t ha n $ 5 0 0 pe r se c urit y a nd
c ould be ze ro.

April 2015
Page 11

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Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
Historical Information

T he CM S Re fe re nc e I nde x

The following graph sets forth the historical difference between the 30-Year Constant Maturity Swap Rate and the 2-Year Constant Maturity
Swap Rate for the period from January 1, 2000 to April 2, 2015 (the "historical period"). The historical difference between the 30-Year
Constant Maturity Swap Rate and the 2-Year Constant Maturity Swap Rate should not be taken as an indication of the future performance of
the CMS reference index. The graph below does not reflect the return the securities would have yielded during the period presented because
it does not take into account the index closing values or the leverage factor. We cannot give you any assurance that the level of the CMS
reference index will be positive on any CMS reference determination date. We obtained the information in the graph below, without
independent verification, from Bloomberg Financial Markets ("USSW"), which closely parallels but is not necessarily exactly the same as the
Reuters Page price sources used to determine the level of the CMS reference index.

* T he bold line in t he gra ph indic a t e s t he CM S re fe re nc e inde x st rik e of 0 .0 0 % .

The historical performance shown above is not indicative of future performance. The CMS reference index level may be negative on one or
more specific CMS reference determination dates during the floating interest rate period even if the level of the CMS reference index is
generally positive and, moreover, the level of the CMS reference index has in the past been, and may in the future be, negative.

I f t he le ve l of t he CM S re fe re nc e inde x is ne ga t ive on a ny CM S re fe re nc e de t e rm ina t ion da t e during t he floa t ing
int e re st ra t e pe riod, you w ill not re c e ive a ny int e re st for t he re la t e d int e re st pa ym e nt pe riod. M ore ove r, e ve n if t he
le ve l of t he CM S re fe re nc e inde x is posit ive on a ny suc h CM S re fe re nc e de t e rm ina t ion da t e , if t he inde x c losing
va lue of e it he r inde x is le ss t ha n t he inde x re fe re nc e le ve l for suc h inde x on a ny da y during t he int e re st pa ym e nt
pe riod, you w ill not re c e ive a ny int e re st w it h re spe c t t o suc h da y, a nd if t he inde x c losing va lue of e it he r inde x
re m a ins be low t he inde x re fe re nc e le ve l for suc h inde x for e a c h da y in t he a pplic a ble int e re st pa ym e nt pe riod, you
w ill re c e ive no int e re st for t ha t int e re st pa ym e nt pe riod.

April 2015
Page 12

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Document Outline

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