Obbligazione Morgan Stanleigh 0% ( US61761S5543 ) in USD

Emittente Morgan Stanleigh
Prezzo di mercato 100 USD  ▲ 
Paese  Stati Uniti
Codice isin  US61761S5543 ( in USD )
Tasso d'interesse 0%
Scadenza 28/06/2024 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Morgan Stanley US61761S5543 in USD 0%, scaduta


Importo minimo 10 USD
Importo totale 3 497 000 USD
Cusip 61761S554
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata 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 US61761S5543, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 28/06/2024







http://www.sec.gov/Archives/edgar/data/895421/000095010314004488/...
424B2 1 dp47410_424b2-ps1472.htm PRICING SUPPLEMENT NO. 1472
CALCULATION OF REGISTRATION FEE



Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Trigger Performance Securities due 2024

$3,497,000

$450.41

Pricing Supplement No. 1,472
Registration Statement No. 333-178081
Dated June 25, 2014
Filed Pursuant to Rule 424(b)(2)

Linked to the S&P 500® Index due June 28, 2024
Principal at Risk Securities
Investment Description
These Trigger Performance Securities (the "Securities") are unsecured and unsubordinated debt securities issued by Morgan Stanley
with returns linked to the performance of the S&P 500® Index (the "Index"). If the Index Return is greater than zero, Morgan Stanley will
pay the Principal Amount at maturity plus a return equal to the product of (i) the Principal Amount multiplied by (ii) the Index Return
multiplied by (iii) the Participation Rate of 173%. If the Index Return is less than or equal to zero, Morgan Stanley will either pay the full
Principal Amount at maturity, or, if the Final Level is less than the Trigger Level, Morgan Stanley will pay less than the full Principal
Amount at maturity, if anything, resulting in a loss of principal that is proportionate to the negative Index Return. These long-dated
Securities are for investors who seek an equity index-based return and who are willing to risk a loss on their principal and forgo current
income in exchange for the Participation Rate feature and the contingent repayment of principal, which applies only if the Final Level is
not less than the Trigger Level, each as applicable at maturity. Investing in the Securities involves significant risks. You will not
receive interest or dividend payments during the term of the Securities. You may lose some or all of your Principal
Amount. The contingent repayment of principal applies only if you hold the Securities to maturity.
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 Index Returns: If the Index Return is Trade Date
June 25, 2014
greater than zero, Morgan Stanley will pay the Principal
Settlement Date
June 30, 2014
Amount at maturity plus pay a return equal to the Index Return
Final Valuation Date*
June 24, 2024
multiplied by the Participation Rate. If the Index Return is less
Maturity Date*
June 28, 2024
than zero, investors may be exposed to the negative Index

Return at maturity.

q Contingent Repayment of Principal at Maturity: If the Index *Subject to postponement in the event of a Market Disruption
Return is equal to or less than zero and the Final Level is not
Event or for non-Index Business Days. See "Postponement of
less than the Trigger Level, Morgan Stanley will pay the
Final Valuation Date and Maturity Date" under "Additional
Principal Amount at maturity. However, if the Final Level is less
Terms of the Securities."
than the Trigger Level, Morgan Stanley will pay less than the

full Principal Amount, if anything, resulting in a loss of principal

that is proportionate to the negative Index Return. The

contingent repayment of principal applies only if you hold the

Securities to maturity. Any payment on the Securities,
including any repayment of principal, is subject to the
creditworthiness of Morgan Stanley.
THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE
SECURITIES MAY NOT OBLIGATE MORGAN STANLEY TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES. THE
SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE INDEX, WHICH CAN RESULT IN A LOSS OF SOME OR
ALL OF YOUR INVESTMENT AT MATURITY. 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. THE SECURITIES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ``KEY RISKS'' BEGINNING ON PAGE 5 OF THIS
PRICING SUPPLEMENT 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.
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Security Offering
Morgan Stanley is offering Trigger Performance Securities linked to the S&P 500® Index. The Securities are not subject to a
predetermined maximum gain and, accordingly, any return at maturity will be determined by the performance of the Index. The Securities
are offered at a minimum investment of 100 Securities at the Price to Public listed below.
Index
Initial Level
Participation Rate
Trigger Level
CUSIP
ISIN
1,175.72, which is
S&P 500® Index
1,959.53
173%
approximately 60% of the Initial
61761S554
US61761S5543
Level
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 and 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 and
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 Date
$9.177 per Security. See "Additional Information about Morgan Stanley and the
Securities" on page 2.
Proceeds to Morgan

Price to Public
Underwriting Discount(1)
Stanley(2)
Per Security
$10.00
$0.50
$9.50
Total
$3,497,000
$174,850
$3,322,150
(1) UBS Financial Services Inc., acting as dealer, wil receive from Morgan Stanley & Co. LLC, the agent, a fixed sales commission of $0.50 for each
Security it sells. For more information, please see "Supplemental Plan of Distribution; Conflicts of Interest" on page 20 of this pricing supplement.
(2) See "Use of Proceeds and Hedging" on page 19.

The agent for this offering, Morgan Stanley & Co. LLC, is our wholly-owned subsidiary. See "Supplemental Plan of Distribution; Conflicts
of Interest" on page 20 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 will arrange to send you the prospectus, the prospectus supplement and the index supplement if you
so request by calling toll-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
follows:

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

References to "Morgan Stanley," "we," "our" and "us" refer to Morgan Stanley. In this document, the "Securities" refers to the Trigger
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.

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 this document.

If the terms discussed in this pricing supplement differ from those discussed in the prospectus supplement, index supplement or
prospectus, the terms contained in this pricing supplement will control.

The Issue Price of each Security is $10. 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 Trade Date is less than $10. We
estimate that the value of each Security on the Trade Date is $9.177.

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 Index. The estimated value of the Securities is determined using our own pricing and
valuation models, market inputs and assumptions relating to the Index, instruments based on the Index, 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 Participation Rate 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, 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 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 Index, may vary from, and be lower than, the estimated value on the Trade Date, because the secondary market price takes
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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 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 sell the Securities in the secondary market, absent changes in market conditions, including those related to the 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 will 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:


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


¨ You can tolerate a loss of all or a substantial portion of
¨ You cannot tolerate a loss of all or a substantial portion
your Principal Amount and are wil ing to make an
of your Principal Amount, and you are not willing to
investment that may have the same downside market
make an investment that may have the same
risk as the Index.
downside market risk as the Index.


¨ You are willing to hold the Securities to maturity, a
¨ You require an investment designed to provide a ful
term of approximately 10 years, and accept that there
return of principal at maturity.
may be little or no secondary market for the

Securities.
¨ You are unable or unwilling to hold the Securities to

maturity, a term of approximately 10 years, or you
¨ You believe the Index wil appreciate over the term of
seek an investment for which there will be an active
the Securities and you are willing to invest in the
secondary market.
Securities based on the Participation Rate of 173%.


¨ You believe that the level of the Index will decline during
¨ You can tolerate fluctuations of the price of the
the term of the Securities and is likely to close below
Securities prior to maturity that may be similar to or
the Trigger Level on the Final Valuation Date.
exceed the downside fluctuations in the level of the

Index.
¨ You are unwil ing to invest in the Securities based on

the Participation Rate of 173%.
¨ You do not seek current income from your investment

and are willing to forgo dividends paid on the stocks
¨ You prefer the lower risk, and, therefore, accept the
included in the Index.
potential y lower returns, of conventional debt

securities with comparable maturities issued by
¨ You are willing to assume the credit risk of Morgan
Morgan Stanley or another issuer with a similar credit
Stanley, as issuer of the Securities, and understand
rating.
that if Morgan Stanley defaults on its obligations you

may not receive any amounts due to you including any
¨ You seek current income from your investment or
repayment of principal.
prefer to receive the dividends paid on the stocks
included in the Index.

¨ You are not willing 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.
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
"Key Risks" 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 (per
$10.00 per Security
Security)
Principal Amount
$10.00 per Security
Term
Approximately 10 years
Index
S&P 500® Index
Trigger Level
1,175.72, which is approximately 60% of the
Initial Level.
Participation Rate
173%
Payment at Maturity
If the Index Return is greater than zero,
(per Security)
Morgan Stanley will pay you an amount
calculated as follows:

$10 + [$10 × (Index Return × Participation
Rate)]

If the Index Return is less than or equal to
zero and the Final Level is greater than or
equal to the Trigger Level, Morgan Stanley
will pay you a cash payment of:

$10 per Security

If the Final Level is less than the Trigger
Level, Morgan Stanley will pay you an amount
calculated as follows:

$10 + ($10 × Index Return)

In this case, you could lose up to all of your
Principal Amount in an amount
proportionate to the negative Index Return.
Index Return
Final Level ­ Initial Level

Initial Level
Initial Level
1,959.53, which is the Closing Level of the Index
on the Trade Date.
Final Level
The Closing Level of the Index on the Final
Valuation Date.
Final Valuation Date
June 24, 2024, subject to postponement in the
event of a Market Disruption Event or for
non-Index Business Days.
CUSIP / ISIN
61761S554 / US61761S5543
Calculation Agent
Morgan Stanley & Co. LLC





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INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE YOUR ENTIRE PRINCIPAL
AMOUNT. ANY PAYMENT ON THE SECURITIES 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.

¨
The Securities do not guarantee any return of principal ­ The terms of the Securities differ from those of ordinary
debt securities in that Morgan Stanley is not necessarily obligated to repay any of the Principal Amount at maturity. If
the Final Level is less than the Trigger Level (which is 60% of the Initial Level), you will be exposed to the full negative
Index Return and the payout owed at maturity by Morgan Stanley wil be an amount in cash that is at least 40% less
than the $10 Principal Amount of each Security, resulting in a loss proportionate to the decrease in the value of the
Index from the Initial Level to the Final Level. There is no minimum payment at maturity on the Securities, and,
accordingly, you could lose al of your Principal Amount in the Securities.

¨
You may incur a loss on your investment if you sell your Securities prior to maturity ­ The Trigger Level is
observed on the Final Valuation Date and applies only at maturity. If you are able to sell your Securities in the
secondary market prior to maturity, you may have to sell them at a loss relative to your initial investment even if the
Closing Level of the Index is above the Trigger Level at that time.

¨
The Participation Rate applies only if you hold the Securities to maturity ­ You should be willing 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 Index's return 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.

¨
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 all amounts due on the Securities at maturity, if any, 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 all of your investment. As a result, the market value of the Securities prior to
maturity will 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.

¨
The Securities do not pay interest ­ Morgan Stanley will not pay any interest with respect to the Securities over the
term of the Securities.

¨
The market price of the Securities may be influenced by many unpredictable factors ­ Several factors, many of
which are beyond our control, will influence the value of the Securities in the secondary market and the price at which
MS & Co. may be willing to purchase or sell the Securities in the secondary market (if at all), including:


o
the value of the Index at any time,


o
the volatility (frequency and magnitude of changes in value) of the Index,


o
interest and yield rates in the market,


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


o
the time remaining until the Securities mature, and


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

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Some or al of these factors wil influence the price that you wil receive if you are able to sell your Securities prior to
maturity. General y, the longer the time remaining to maturity, the more the market price of the Securities wil be
affected by the other factors described above. For example, you may have to sell your Securities at a substantial
discount from the principal amount of $10 per Security if the value of the Index at the time of sale is at or below or
moderately above its Initial Level, and especial y if it is near or below the Trigger Level, or if market interest rates
rise. You cannot predict the future performance of the Index based on its historical performance.

¨
The amount payable on the Securities is not linked to the level of the Index at any time other than the Final
Valuation Date ­ The Final Level will be based on the Closing Level of the Index on the Final Valuation Date, subject to
postponement for non-Index Business Days and certain Market Disruption Events. Even if the level of the Index
appreciates prior to the Final Valuation Date but then drops by the Final Valuation Date, the Payment at Maturity may
be significantly less than it would have been had the Payment at Maturity been linked to the level of the Index prior to
such drop. Although the actual level of the Index on the stated Maturity Date or at other times during the term of the
Securities may be higher than the Final Level, the Payment at Maturity will be based solely on the Closing Level of the
Index on the Final Valuation Date as compared to the Initial Level.




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¨
Investing in the Securities is not equivalent to investing in the Index or the stocks composing the Index ­
Investing in the Securities is not equivalent to investing in the Index or the stocks that constitute the Index. Investors in
the Securities will not have voting rights or rights to receive dividends or other distributions or any other rights with
respect to the stocks that constitute the Index.

¨
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 Securities in the Issue Price
reduce the economic terms of the Securities, cause the estimated value of the Securities to be less than the
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 willing to purchase the
Securities in secondary market transactions will likely be significantly lower than the Issue Price, because secondary
market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the Issue Price
and borne by you and because the secondary market prices will 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, selling, structuring and hedging the Securities in the Issue Price and the lower rate
we are willing to pay as issuer make the economic terms of the Securities less favorable to you than they otherwise
would be.

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 sell the Securities in the secondary market, absent changes in market conditions, including those related to
the 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 will also be reflected in your brokerage account statements.

¨
The estimated value of the Securities 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 Securities than those
generated by others, including other dealers in the market, if they attempted to value the Securities. In addition, the
estimated value on the Trade Date does not represent a minimum or maximum price at which dealers, including MS &
Co., would be willing to purchase your Securities in the secondary market (if any exists) at any time. The value of your
Securities at any time after the date of this pricing supplement 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 Securities may be influenced by many unpredictable factors" above.

¨
Adjustments to the Index could adversely affect the value of the Securities ­ The index publisher of the Index is
responsible for calculating and maintaining the Index. The index publisher may add, delete or substitute the stocks
constituting the Index or make other methodological changes required by certain corporate events relating to the stocks
constituting the Index, such as stock dividends, stock splits, spin-offs, rights offerings and extraordinary dividends, that
could change the value of the Index. The index publisher may discontinue or suspend calculation or publication of the
Index at any time. In these circumstances, the Calculation Agent will have the sole discretion to substitute a Successor
Index that is comparable to the discontinued Index, and is permitted to consider indices that are calculated and
published by the Calculation Agent or any of its affiliates. Any of these actions could adversely affect the value of the
Index and, consequently, the value of the Securities.

¨
The Securities will not be listed on any securities exchange and secondary trading may be limited ­ The
Securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
Securities. 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. When it does make a market, it will generally do so for transactions of
routine secondary market size at prices based on its estimate of the current value of the Securities, taking into account
its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding
any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the
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