Obbligazione Morgan Stanleigh 0% ( US61764V7780 ) in USD

Emittente Morgan Stanleigh
Prezzo di mercato 100 USD  ▲ 
Paese  Stati Uniti
Codice isin  US61764V7780 ( in USD )
Tasso d'interesse 0%
Scadenza 31/05/2022 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione Morgan Stanley US61764V7780 in USD 0%, scaduta


Importo minimo 1 000 USD
Importo totale 3 996 000 USD
Cusip 61764V778
Standard & Poor's ( S&P ) rating N/A
Moody's rating NR
Descrizione dettagliata Morgan Stanley č una societā 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 US61764V7780, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/05/2022

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61764V7780, was rated NR by Moody's credit rating agency.







424B2 1 dp56547_424b2-ps275.htm FORM 424B2

CALCULATION OF REGISTRATION FEE


Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Participation Securities due 2022

$3,996,000

$464.34

Pricing Supplement No. 275
Registration Statement No. 333-200365
Dated May 26, 2015
Filed Pursuant to Rule 424(b)(2)

Morgan Stanley $3,996,000 Performance Securities
Linked to the Bloomberg Commodity IndexSM 3 Month Forward due May 31, 2022
Principal at Risk Securities
I nve st m e nt De sc ript ion

These Performance Securities (the "Securities") are unsecured and unsubordinated debt securities issued by Morgan Stanley with returns linked to the performance
of the Bloomberg Commodity IndexSM 3 Month Forward (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 202%. If the Index
Return is equal to zero, Morgan Stanley will pay the full Principal Amount at maturity. However, if the Index Return is negative, 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 a commodity 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 applicable at maturity. I nve st ing in t he Se c urit ie s involve s signific a nt risk s. Y ou w ill not re c e ive int e re st or divide nd pa ym e nt s
during t he t e rm of t he Se c urit ie s. Y ou m a y lose som e or a ll of your Princ ipa l Am ount .
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.
Fe a t ure s

K e y Da t e s

Participation in Positive Index Returns: If the Index Return is

Trade Date May 26,
greater than zero, Morgan Stanley will pay the Principal Amount at maturity
2015
plus pay a return equal to the Index Return multiplied by the Participation
Settlement Date May 29,
Rate. If the Index Return is less than zero, investors will be exposed to the
2015
negative Index Return at maturity.
Final Valuation Date* May 24,
Full Dow nside Market Exposure: If the Index Return is negative,
2022

Morgan Stanley will pay less than the full Principal Amount, if anything,
Maturity Date* May 31,
resulting in a loss of principal that is proportionate to the negative Index
2022
Return. Accordingly, you may lose some or all of your Principal Amount. Any

payment on the Securities, including any repayment of principal, is subject to
*Subject to postponement in the event of a Market Disruption Event or for
the creditworthiness of Morgan Stanley.
non-Index Business Days. See "Postponement of Final Valuation Date and
Maturity Date" under "Additional Terms of the Securities."
T H E SECU RI T I ES ARE SI GN I FI CAN T LY RI SK I ER T H AN CON V EN T I ON AL DEBT I N ST RU M EN T S. T H E T ERM S OF T H E SECU RI T I ES M AY
N OT OBLI GAT E M ORGAN ST AN LEY T O REPAY T H E FU LL PRI N CI PAL AM OU N T OF T H E SECU RI T I ES. T H E SECU RI T I ES H AV E
DOWN SI DE M ARK ET RI SK SI M I LAR T O T H E I N DEX , WH I CH CAN RESU LT I N A LOSS OF SOM E OR ALL OF Y OU R I N V EST M EN T AT
M AT U RI T Y . T H I S M ARK ET RI SK I S I N ADDI T I ON T O T H E CREDI T RI SK I N H EREN T I N PU RCH ASI N G A DEBT OBLI GAT I ON OF M ORGAN
ST AN LEY . Y OU SH OU LD N OT PU RCH ASE T H E SECU RI T I ES I F Y OU DO N OT U N DERST AN D OR ARE N OT COM FORT ABLE WI T H T H E
SI GN I FI CAN T RI SK S I N V OLV ED I N I N V EST I N G I N T H E SECU RI T I ES. T H E SECU RI T I ES WI LL N OT BE LI ST ED ON AN Y SECU RI T I ES
EX CH AN GE.
Y OU SH OU LD CAREFU LLY CON SI DER T H E RI SK S DESCRI BED U N DER ``K EY RI SK S'' BEGI N N I N G ON PAGE 5 OF T H I S PRI CI N G
SU PPLEM EN T I N CON N ECT I ON WI T H Y OU R PU RCH ASE OF T H E SECU RI T I ES. EV EN T S RELAT I N G T O AN Y OF T H OSE RI SK S, OR
OT H ER RI SK S AN D U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT T H E M ARK ET V ALU E OF, AN D T H E RET U RN ON , Y OU R
SECU RI T I ES.

Se c urit y Offe ring
Morgan Stanley is offering Performance Securities linked to the Bloomberg Commodity IndexSM 3 Month Forward. 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 CUSIP ISIN Bloomberg Commodity IndexSM 3 Month Forward 225.2542 202%
61764V778 US61764V7780
I nde x
I nit ia l Le ve l
Pa rt ic ipa t ion Ra t e
CU SI P
I SI N
Bloomberg Commodity IndexSM 3
225.2542
202%
61764V778
US61764V7780
Month Forward

Se e "Addit iona l I nform a t ion a bout M orga n St a nle y a nd t he Se c urit ie s" on pa ge 2 . T he Se c urit ie s w ill ha ve t he t e rm s se t fort h in t he
a c c om pa nying prospe c t us a nd prospe c t us supple m e nt a nd t his pric ing supple m e nt .
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 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
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guaranteed by, a bank.

Est im a t e d va lue on t he T ra de Da t e
$9.55 per Security. See "Additional Information about Morgan Stanley and the Securities" on page 2.
Proc e e ds t o M orga n

Pric e t o Public
U nde rw rit ing Disc ount (1)
St a nle y (2)
Per Security
$10
$0
$10
Total
$3,996,000
$0
$3,996,000
(1) UBS Financial Services Inc. will act as placement agent at an issue price of $10 per Security. All sales of the Securities will be made
to certain fee-based advisory accounts for which UBS Financial Services Inc. is an investment advisor and will not receive a sales
commission. For more information, please see "Supplemental Plan of Distribution; Conflicts of Interest" on page 22 of this pricing
supplement.
(2) See "Use of Proceeds and Hedging" on page 20.
The agent for this offering, Morgan Stanley & Co. LLC, is our wholly-owned subsidiary. See "Supplemental Plan of Distribution; Conflicts of
Interest" on page 22 of this pricing supplement.
Morgan Stanley
UBS Financial Services Inc.


Addit iona l I nform a t ion a bout M orga n St a nle y a nd t he Se c urit ie s
Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus 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 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 and the prospectus supplement if you so request by calling toll-free 1-(800)-584-6837.

You may access the accompanying prospectus supplement and prospectus on the SEC website at.www.sec.gov as follows:


Prospectus supplement dated November 19, 2014:
http://www.sec.gov/Archives/edgar/data/895421/000095010314008172/dp51153_424b2-seriesf.htm

Prospectus dated November 19, 2014:
http://www.sec.gov/Archives/edgar/data/895421/000095010314008169/dp51151_424b2-base.htm

References to "Morgan Stanley," "we," "our" and "us" refer to Morgan Stanley. In this document, the "Securities" refers to the Performance Securities that are offered
hereby. Also, references to the accompanying "prospectus" and "prospectus supplement" mean the Morgan Stanley prospectus dated November 19, 2014 and the
Morgan Stanley prospectus supplement dated November 19, 2014, respectively.

You should rely only on the information incorporated by reference or provided in this pricing supplement or the accompanying prospectus 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 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 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 $9.55.

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, 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 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 fully deducted upon issuance, for a period of up to 12 months following 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
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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.

2

I nve st or Suit a bilit y
T he Se c urit ie s m a y be suit a ble for you if:
T he Se c urit ie s m a y not be suit a ble for you if:
¨ You fully understand the risks inherent in an investment in the
¨ You do not fully understand the risks inherent in an investment in the
Securities, including the risk of loss of your entire initial investment.
Securities, including the risk of loss of your entire initial investment.


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


¨ You are willing to hold the Securities to maturity, as set forth on the
¨ You require an investment designed to provide a full return of principal
cover of this pricing supplement, and accept that there may be little or
at maturity.
no secondary market for the Securities.


¨ You are unable or unwilling to hold the Securities to maturity, as set
¨ You believe the Index will appreciate over the term of the Securities
forth on the cover of this pricing supplement, or you seek an
and you are willing to invest in the Securities based on the Participation
investment for which there will be an active secondary market.
Rate of 202%.


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


¨ You are unwilling to invest in the Securities based on the Participation
¨ You do not seek current income from your investment.
Rate of 202%.


¨ You understand the increased volatility and other risks
¨ You prefer the lower risk, and, therefore, accept the potentially lower
associated with investing in commodities generally and
returns, of conventional debt securities with comparable maturities
commodity futures contracts specifically.
issued by Morgan Stanley or another issuer with a similar credit rating.


¨ You are willing to assume the credit risk of Morgan Stanley, as issuer
¨ You seek current income from your investment.
of the Securities, and understand that if Morgan Stanley defaults on its

obligations you may not receive any amounts due to you including any ¨ You do not understand the increased volatility and other risks
repayment of principal.
associated with investing in commodities generally and commodity

futures contracts specifically.

¨ 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.

T he inve st or suit a bilit y c onside ra t ions ide nt ifie d a bove a re not e x ha ust ive . Whe t he r or not t he Se c urit ie s a re a suit a ble
inve st m e nt for you w ill de pe nd on your individua l c irc um st a nc e s, a nd you should re a c h a n inve st m e nt de c ision only a ft e r
you a nd your inve st m e nt , le ga l, t a x , a c c ount ing a nd ot he r a dvisors ha ve c a re fully c onside re d t he suit a bilit y of a n
inve st m e nt in t he Se c urit ie s in light of your pa rt ic ula r c irc um st a nc e s. Y ou should a lso re vie w "K e y Risk s" on pa ge 5 of t his
pric ing supple m e nt a nd "Risk Fa c t ors" be ginning on pa ge 5 of t he a c c om pa nying prospe c t us for risk s re la t e d t o a n
inve st m e nt in t he Se c urit ie s.

3



Fina l T e rm s
Investment Timeline
Issuer
Morgan Stanley
The Closing Level of the Index (Initial Level) is
Issue Price (per
$10.00 per Security
observed and the Participation Rate is set.
Security)

Principal Amount
$10.00 per Security

Term
Approximately 7 years
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Index

Bloomberg Commodity IndexSM 3 Month
Forward

Participation Rate
202%

Payment at Maturity
I f t he I nde x Re t urn is gre a t e r t ha n
The Final Level and Index Return are determined
(per Security)
ze ro , Morgan Stanley will pay you an
on the Final Valuation Date.
amount calculated as follows:

$10 + [$10 × (Index Return × Participation
I f t he I nde x Re t urn is gre a t e r t ha n ze ro ,
Rate)]
Morgan Stanley will pay you a cash payment per
I f t he I nde x Re t urn is e qua l t o ze ro,
Security equal to:
Morgan Stanley will pay you a cash payment

of:
$10 + [$10 × (Index Return × Participation Rate)]
$10 per Security

I f t he I nde x Re t urn is ne ga t ive ,
I f t he I nde x Re t urn is e qua l t o ze ro , Morgan
Morgan Stanley will pay you an amount
Stanley will pay you a cash payment of $10 per $10
calculated as follows:
Security.
$10 + ($10 × Index Return)

I n t his c a se , you c ould lose up t o a ll
I f t he I nde x Re t urn is ne ga t ive , Morgan
of your Princ ipa l Am ount in a n
Stanley will pay you a cash payment at maturity
a m ount proport iona t e t o t he
equal to:
ne ga t ive I nde x Re t urn.

Index Return
Final Level ­ Initial Level
$10 + ($10 × Index Return)

Initial Level

Initial Level
225.2542, which is the Closing Level of the
U nde r t he se c irc um st a nc e s, you w ill lose
Index on the Trade Date.
a port ion, a nd c ould lose a ll, of your
Final Level
The Closing Level of the Index on the Final
Princ ipa l Am ount .
Valuation Date.
Final Valuation Date May 24, 2022, subject to postponement in the
event of a Market Disruption Event or for non-
Index Business Days.
CUSIP / ISIN
61764V778 / US61764V7780
Calculation Agent
Morgan Stanley Capital Group Inc.

I N V EST I N G I N T H E SECU RI T I ES I N V OLV ES SI GN I FI CAN T RI SK S. Y OU M AY LOSE Y OU R EN T I RE PRI N CI PAL AM OU N T . AN Y
PAY M EN T ON T H E SECU RI T I ES I S SU BJ ECT T O T H E CREDI T WORT H I N ESS OF M ORGAN ST AN LEY . I F M ORGAN ST AN LEY
WERE T O DEFAU LT ON I T S PAY M EN T OBLI GAT I ON S, Y OU M AY N OT RECEI V E AN Y AM OU N T S OWED T O Y OU U N DER T H E
SECU RI T I ES AN D Y OU COU LD LOSE Y OU R EN T I RE I N V EST M EN T .



4



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

¨
T he Se c urit ie s do not gua ra nt e e a ny re t urn of princ ipa l ­ 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 Index Return is negative, you will be
exposed to the full negative Index Return and the payout owed at maturity by Morgan Stanley will be an amount in cash that is 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 all of your Principal Amount in the Securities.

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¨
Y ou m a y inc ur a loss on your inve st m e nt if you se ll your Se c urit ie s prior t o m a t urit y ­ The Final Level is observed on the Final
Valuation Date. 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 Initial Level at that time.

¨
T he Pa rt ic ipa t ion Ra t e a pplie s only if you hold t he Se c urit ie s t o m a t urit y ­ You should be willing to hold your Securities to
maturity. If you are able to sell your Securities prior to maturity in the secondary market, the price you receive will likely not reflect the full 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 full benefit of the Participation Rate from Morgan Stanley only if you hold your Securities to maturity.

¨
T he Se c urit ie s a re subje c t t o t he c re dit risk of M orga n St a nle y, a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o it s c re dit
ra t ings or c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he Se c urit ie s ­ 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.

¨
T he Se c urit ie s do not pa y int e re st ­ Morgan Stanley will not pay any interest with respect to the Securities over the term of the Securities.

¨
T he m a rk e t pric e of t he Se c urit ie s m a y be influe nc e d by m a ny unpre dic t a ble fa c t ors ­ 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
the price and volatility of the commodity contracts that underlie the Index,
o
trends of supply and demand for the commodity contracts that underlie the Index,
o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Index or commodities markets
generally and which may affect the Final Level of the Index,
o
interest and yield rates in the market,
o
the time remaining until the Securities mature, and
o
any actual or anticipated changes in our credit ratings or credit spreads.

In addition, the commodities markets are subject to temporary distortions or other disruptions due to various factors, including lack of liquidity,
participation of speculators and government intervention. Generally, the longer the time remaining to maturity, the more the market price of the
Securities will be affected by the other factors described above. Some or all of these factors will influence the price that you will receive if you are
able to sell your Securities prior to maturity. 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, or if market interest rates rise.
You cannot predict the future performance of the Index based on its historical performance.

¨
T he a m ount pa ya ble on t he Se c urit ie s is not link e d t o t he le ve l of t he I nde x a t a ny t im e ot he r t ha n t he Fina l V a lua t ion
Da t e ­ 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


5



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.

¨
I nve st m e nt s link e d t o c om m odit ie s a re subje c t t o sha rp fluc t ua t ions in c om m odit y pric e s. Investments, such as the
Securities, linked to the prices of commodities are subject to sharp fluctuations in the prices of commodities and related contracts over short
periods of time for a variety of factors, including: changes in supply and demand relationships; weather; climatic events; the occurrence of natural
disasters; wars; political and civil upheavals; acts of terrorism; trade, fiscal, monetary, and exchange control programs; domestic and foreign
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political and economic events and policies; disease; pestilence; technological developments; changes in interest rates; and trading activities in
commodities and related contracts. These factors may affect the settlement price of the Index and the value of your Securities in varying and
potentially inconsistent ways. As a result of these or other factors, the level of the Index may be, and has recently been, volatile. See "Bloomberg
Commodity IndexSM Overview" below.

¨
H ighe r fut ure pric e s of t he inde x c om m odit ie s re la t ive t o t he ir c urre nt pric e s m a y a dve rse ly a ffe c t t he va lue of t he
I nde x a nd t he va lue of t he Se c urit ie s. The Index is composed of futures contracts on physical commodities. Unlike equities, which
typically entitle the holder to a continuing stake in a corporation, commodity futures contracts normally specify a certain date for delivery of the
underlying physical commodity. As the futures contracts that compose the Index approach expiration, they are replaced by contracts that have a
later expiration. Thus, for example, a contract purchased and held in September may specify an October expiration. As time passes, the contract
expiring in October is replaced by a contract for delivery in November. This process is referred to as "rolling." If the market for these contracts is
(putting aside other considerations) in "backwardation," where the prices are lower in the distant delivery months than in the nearer delivery
months, the sale of the October contract would take place at a price that is higher than the price of the November contract, thereby creating a "roll
yield." While many of the contracts included in the Index have historically exhibited consistent periods of backwardation, backwardation will most
likely not exist at all times. Moreover, certain of the commodities included in the Index have historically traded in "contango" markets. Contango
markets are those in which the prices of contracts are higher in the distant delivery months than in the nearer delivery months. The presence of
contango and absence of backwardation in the commodity markets could result in negative "roll yields," which could adversely affect the value of
the Index, and, accordingly, the value of the Securities.

In addition, because the Index is the three-month forward version of the Bloomberg Commodity IndexSM, it is based on futures contracts with
delivery months that are later than the futures contracts included in the Bloomberg Commodity IndexSM. However, there can be no assurance that
the Index will have positive performance, generate "roll yield" or perform better than the Bloomberg Commodity IndexSM. For more information, see
"Annex ­ Bloomberg Commodity IndexSM 3 Month Forward" below.

¨
An inve st m e nt link e d t o c om m odit y fut ure s c ont ra c t s is not e quiva le nt t o a n inve st m e nt link e d t o t he spot pric e s of
physic a l c om m odit ie s. The Index has returns based on the change in price of futures contracts included in such Index, not the change in the
spot price of actual physical commodities to which such futures contracts relate. The price of a futures contract reflects the expected value of the
commodity upon delivery in the future, whereas the price of a physical commodity reflects the value of such commodity upon immediate delivery,
which is referred to as the spot price. Several factors can result in differences between the price of a commodity futures contract and the spot price
of a commodity, including the cost of storing such commodity for the length of the futures contract, interest costs related to financing the purchase
of such commodity and expectations of supply and demand for such commodity. While the changes in the price of a futures contract are usually
correlated with the changes in the spot price, such correlation is not exact. In some cases, the performance of a commodity futures contract can
deviate significantly from the spot price performance of the related underlying commodity, especially over longer periods of time. Accordingly,
investments linked to the return of commodities futures contracts may underperform similar investments that reflect the spot price return on
physical commodities.

¨
Suspe nsions or disrupt ions of m a rk e t t ra ding in c om m odit y a nd re la t e d fut ure s m a rk e t s c ould a dve rse ly a ffe c t t he
pric e of t he Se c urit ie s. The commodity markets are subject to temporary distortions or other disruptions due to various factors, including the
lack of liquidity in the markets, the participation of speculators and government regulation and intervention. In addition, U.S. futures exchanges and
some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices which may occur during a single business
day. These limits are generally referred to as "daily price fluctuation limits" and the maximum or minimum price of a contract on any given day as a
result of these limits is referred to as a "limit price." Once the limit price has been reached in a particular contract, no trades may be made at a
different price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous
times or prices. These circumstances could adversely affect the value of the Index, and, therefore, the value of the Securities.

¨
Adjust m e nt s t o t he I nde x c ould a dve rse ly a ffe c t t he va lue of t he Se c urit ie s. The publisher of the Index may add, delete or
substitute the commodity contracts constituting the Index or make other methodological changes that could change the value of the Index. The
Index publisher may discontinue or suspend calculation or publication of the Index at any time. Any of these actions could adversely affect the
value of the Securities. Where the Index is discontinued, the Calculation Agent will have the sole discretion to substitute a Successor Index that is
comparable to the Index and will be permitted to consider indices that are calculated and published by the Calculation Agent or any of its affiliates.

¨
I nve st ing in t he Se c urit ie s is not e quiva le nt t o inve st ing in t he I nde x . Investing in the Securities is not equivalent to investing in
the Index or the futures contracts that underlie the Index. By purchasing the Securities, you do not purchase


6


any entitlement to any commodity underlying the Index or to futures contracts or forwards contracts on any such commodity.

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¨
Le ga l a nd re gula t ory c ha nge s c ould a dve rse ly a ffe c t t he re t urn on a nd va lue of your Se c urit ie s. Futures contracts and
options on futures contracts, including those related to the index commodities, are subject to extensive statutes, regulations, and margin
requirements. The Commodity Futures Trading Commission, commonly referred to as the "CFTC," and the exchanges on which such futures
contracts trade, are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive
implementation of speculative position limits or higher margin requirements, the establishment of daily limits and the suspension of trading.
Furthermore, certain exchanges have regulations that limit the amount of fluctuations in futures contract prices that may occur during a single five-
minute trading period. These limits could adversely affect the market prices of relevant futures and options contracts and forward contracts. The
regulation of commodity transactions in the U.S. is subject to ongoing modification by government and judicial action. In addition, various non-U.S.
governments have expressed concern regarding the disruptive effects of speculative trading in the commodity markets and the need to regulate the
derivative markets in general. The effect on the value of the Securities of any future regulatory change is impossible to predict, but could be
substantial and adverse to the interests of holders of the Securities.

For example, the Dodd-Frank Act, which was enacted on July 21, 2010, requires the CFTC to establish limits on the amount of positions that may
be held by any person in certain commodity futures contracts and swaps, futures and options that are economically equivalent to such contracts.
While the effects of these or other regulatory developments are difficult to predict, when adopted, such rules may have the effect of making the
markets for commodities, commodity futures contracts, options on futures contracts and other related derivatives more volatile and over time
potentially less liquid. Such restrictions may force market participants, including us and our affiliates, or such market participants may decide, to sell
their positions in such futures contracts and other instruments subject to the limits. If this broad market selling were to occur, it would likely lead to
declines, possibly significant declines, in commodity prices, in the price of such commodity futures contracts or instruments and potentially, the
value of the Securities.

¨
T he ra t e w e a re w illing t o pa y for se c urit ie s of t his t ype , m a t urit y a nd issua nc e size is lik e ly t o be low e r t ha n t he ra t e
im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r ra t e a nd t he inc lusion of
c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he Se c urit ie s in t he I ssue Pric e re duc e t he e c onom ic
t e rm s of t he Se c urit ie s, c a use t he e st im a t e d va lue of t he Se c urit ie s t o be le ss t ha n t he I ssue Pric e a nd w ill a dve rse ly
a ffe c t se c onda ry m a rk e t pric e s ­ 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 well 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 fully deducted upon issuance, for a
period of up to 12 months following 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.

¨
T he e st im a t e d va lue of t he Se c urit ie s is de t e rm ine d by re fe re nc e t o our pric ing a nd va lua t ion m ode ls, w hic h m a y
diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e ­ 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 will 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.

¨
T he Se c urit ie s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd se c onda ry t ra ding m a y be lim it e d ­ 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 Securities. Even if there is a secondary market, it may not
provide enough liquidity to allow you to trade or sell the Securities easily. Since other broker-dealers may not participate significantly in the
secondary market for the Securities, the price at which you may be able to trade your Securities is likely to


7

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depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the Securities, it is
likely that there would be no secondary market for the Securities. Accordingly, you should be willing to hold your Securities to maturity.

¨
H e dging a nd t ra ding a c t ivit y by our subsidia rie s c ould pot e nt ia lly a dve rse ly a ffe c t t he va lue of t he Se c urit ie s ­ One or
more of our subsidiaries and/or third-party dealers have carried out, and will continue to carry out, hedging activities related to the Securities (and
possibly to other instruments linked to the Index), including trading in swaps or futures contracts on the Index and on commodities that underlie the
Index. Some of our subsidiaries also trade in financial instruments related to the Index or the prices of the commodities or contracts that underlie
the Index on a regular basis as part of their general commodity trading and other businesses. Any of these hedging or trading activities on or prior
to the Trade Date could have increased the Initial Level of the Index, and, therefore, could have increased the level at or above which the Index
must close on the Final Valuation Date so that investors do not suffer a loss on their initial investment in the Securities. Additionally, such hedging
or trading activities during the term of the Securities, including on the Final Valuation Date, could adversely affect the value of the Index on the
Final Valuation Date, and, accordingly, the amount of cash payable at maturity, if any.

¨
Pot e nt ia l c onflic t of int e re st ­ As Calculation Agent, Morgan Stanley Capital Group Inc. ("MSCG") has determined the Initial Level and the
Participation Rate, will determine the Final Level and whether any Market Disruption Event has occurred, and will calculate the amount payable at
maturity, if any. Moreover, certain determinations made by MSCG in its capacity as Calculation Agent may require it to exercise discretion and
make subjective judgments, such as with respect to the occurrence or non-occurrence of Market Disruption Events and the selection of a
Successor Index or calculation of the Final Level in the event of a discontinuance of the Index or a Market Disruption Event. These potentially
subjective determinations may adversely affect the payout to you at maturity, if any. For further information regarding these types of determinations,
see "Additional Terms of the Securities--Postponement of Final Valuation Date and Maturity Date," "--Discontinuance of the Index; Alteration of
Method of Calculation" and "--Calculation Agent and Calculations" below. In addition, MS & Co. has determined the estimated value of the
Securities on the Trade Date.

¨
Pot e nt ia lly inc onsist e nt re se a rc h, opinions or re c om m e nda t ions by M orga n St a nle y, U BS or our or t he ir re spe c t ive
a ffilia t e s ­ Morgan Stanley, UBS and our or their respective affiliates may publish research from time to time on financial markets and other
matters that may influence the value of the Securities, or express opinions or provide recommendations that are inconsistent with purchasing or
holding the Securities. Any research, opinions or recommendations expressed by Morgan Stanley, UBS or our or their respective affiliates may not
be consistent with each other and may be modified from time to time without notice. Investors should make their own independent investigation of
the merits of investing in the Securities and the Index to which the Securities are linked.

¨
U nc e rt a in T a x T re a t m e nt ­ Please note that the discussions in this pricing supplement concerning the U.S. federal income tax consequences
of an investment in the Securities supersede the discussions contained in the accompanying prospectus supplement. Subject to the discussion
under "What Are the Tax Consequences of the Securities" in this pricing supplement, although there is uncertainty regarding the U.S. federal
income tax consequences of an investment in the Securities due to the lack of governing authority, in the opinion of our counsel, Davis Polk &
Wardwell LLP ("our counsel"), under current law, and based on current market conditions, each Security should be treated as a single financial
contract that is an "open transaction" for U.S. federal income tax purposes.

If the Internal Revenue Service (the "IRS") were successful in asserting an alternative treatment for the Securities, the timing and character of
income on the Securities might differ significantly. For example, under one possible treatment, the IRS could seek to recharacterize the Securities
as debt instruments. In that event, U.S. Holders would be required to accrue into income original issue discount on the Securities every year at a
"comparable yield" determined at the time of issuance and recognize all income and gain in respect of the Securities as ordinary income. We do
not plan to request a ruling from the IRS regarding the tax treatment of the Securities, and the IRS or a court may not agree with the tax treatment
described in this pricing supplement. Please read carefully the discussion under "What Are the Tax Consequences of the Securities" in this pricing
supplement concerning the U.S. federal income tax consequences of an investment in the Securities.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid
forward contracts" and similar instruments. The notice focuses in particular on whether to require holders of these instruments to accrue income
over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to
these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-
traded status of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to which income
(including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or
should be subject to the "constructive ownership" rule, which very generally can operate to recharacterize certain long-term capital gain as ordinary
income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury
regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an
investment in the Securities, possibly with retroactive effect.

Bot h U .S. a nd N on -U .S. H olde rs should re a d c a re fully t he disc ussion unde r "Wha t Are t he T a x Conse que nc e s of t he
Se c urit ie s" in t his pric ing supple m e nt a nd c onsult t he ir t a x a dvise rs re ga rding a ll a spe c t s of t he U .S. fe de ra l


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8



t a x c onse que nc e s of a n inve st m e nt in t he Se c urit ie s a s w e ll a s a ny t a x c onse que nc e s a rising unde r t he la w s of a ny
st a t e , loc a l or non -U .S. t a x ing jurisdic t ion.


9


Sc e na rio Ana lysis a nd Ex a m ple s a t M a t urit y
The below scenario analysis and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of
every possible scenario concerning increases or decreases in the level of the Index relative to the Initial Level. We cannot predict the Final Level. You
should not take the scenario analysis and these examples as an indication or assurance of the expected performance of the Index. The numbers
appearing in the examples below have been rounded for ease of analysis. The following scenario analysis and examples illustrate the payment at maturity
for a $10.00 security on a hypothetical offering of the Securities, and reflect the Participation Rate of 202% and the following terms*:

Investment term:
Approximately 7 years
Hypothetical Initial Level:
220
Participation Rate:
202%

* The actual Initial Level is specified on the cover of this pricing supplement.

Ex a m ple 1 -- T he le ve l of t he I nde x increases from a n I nit ia l Le ve l of 2 2 0 t o a Fina l Le ve l of 2 4 2 . The Index Return is greater than
zero and expressed as a formula:

Index Return = (242 - 220) / 220 = 10.00%

Payment at Maturity = $10 + [$10 × (10.00% × 202%)] = $12.02

Because the Index Return is equal to 10.00%, the Payment at Maturity is equal to $12.02 per $10.00 Principal Amount of Securities, resulting in a total
return on the Securities of 20.20%.

Ex a m ple 2 -- T he Fina l Le ve l is e qua l t o t he I nit ia l Le ve l of 2 2 0 . The Index Return is zero and expressed as a formula:

Index Return = (220 ­ 220) / 220 = 0.00%

Payment at Maturity = $10.00

Because the Index Return is zero, the Payment at Maturity per Security is equal to the original $10.00 Principal Amount per Security, resulting in a zero
percent return on the Securities.

Ex a m ple 3 -- T he le ve l of t he I nde x decreases from a n I nit ia l Le ve l of 2 2 0 t o a Fina l Le ve l of 8 8 . The Index Return is negative and
expressed as a formula:

Index Return = (88 - 220) / 220 = -60.00%

Payment at Maturity = $10 + ($10 × -60.00%) = $4.00

Because the Index Return is negative, the Securities will be fully exposed to any decline in the level of the Index as of the Final Valuation Date. Therefore,
the Payment at Maturity is equal to $4.00 per $10.00 Principal Amount of Securities, resulting in a total loss on the Securities of 60.00%.

If the Index Return is negative, the Securities will be fully exposed to any decline in the Index, and you will lose a portion or all of your Principal
Amount at maturity.


10

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Scenario Analysis ­ Hypothetical Payment at Maturity for each $10.00 Principal Amount of Securities.

Performance of the Index
Performance of the Securities
Return on Securities
Final Level
Index Return
Participation Rate
Payment at Maturity
Purchased at $10.00(1)

440.00
100.00%
202%
$30.20
202.00%

418.00
90.00%
202%
$28.18
181.80%

396.00
80.00%
202%
$26.16
161.60%

374.00
70.00%
202%
$24.14
141.40%

352.00
60.00%
202%
$22.12
121.20%

330.00
50.00%
202%
$20.10
101.00%

308.00
40.00%
202%
$18.08
80.80%

286.00
30.00%
202%
$16.06
60.60%

264.00
20.00%
202%
$14.04
40.40%

242.00
10.00%
202%
$12.02
20.20%

220.00
0.00%
N/A
$10.00
0.00%

198.00
-10.00%
N/A
$9.00
-10.00%

176.00
-20.00%
N/A
$8.00
-20.00%

154.00
-30.00%
N/A
$7.00
-30.00%

132.00
-40.00%
N/A
$6.00
-40.00%

110.00
-50.00%
N/A
$5.00
-50.00%

88.00
-60.00%
N/A
$4.00
-60.00%

66.00
-70.00%
N/A
$3.00
-70.00%

44.00
-80.00%
N/A
$2.00
-80.00%

22.00
-90.00%
N/A
$1.00
-90.00%

0.00
-100.00%
N/A
$0.00
-100.00%

(1) This "Return on Securities" is the number, expressed as a percentage, that results from comparing the Payment at Maturity per $10 Principal
Amount Security to the purchase price of $10 per Security.


11


Wha t a re t he t a x c onse que nc e s of t he Se c urit ie s?
Prospe c t ive inve st ors should not e t ha t t he disc ussion unde r t he se c t ion c a lle d "U nit e d St a t e s Fe de ra l T a x a t ion" in t he
a c c om pa nying prospe c t us supple m e nt doe s not a pply t o t he Se c urit ie s issue d unde r t his pric ing supple m e nt a nd is
supe rse de d by t he follow ing disc ussion.

The following summary is a general discussion of the principal U.S. federal tax consequences of the ownership and disposition of the Securities. This
discussion applies only to initial investors in the Securities who:

ˇ purchase the Securities at their "issue price"; and
ˇ hold the Securities as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the
"Code").

This discussion does not describe all of the tax consequences that may be relevant to a holder in light of the holder's particular circumstances or to
holders subject to special rules, such as:

ˇ certain financial institutions;
ˇ insurance companies;
ˇ certain dealers and traders in securities or commodities;
ˇ investors holding the Securities as part of a "straddle," wash sale, conversion transaction, integrated transaction or constructive sale
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