Obligation Morgan Stanleigh 0% ( US61760S8522 ) en USD

Morgan Stanleigh

100 % ▼

Etas-Unis

US61760S8522 ( en USD )

30/04/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61760S8522 en USD 0%, échue

1 000 USD

1 787 000 USD

61760S852

N/A

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

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760S8522, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2024

http://www.sec.gov/Archives/edgar/data/895421/000095010314003078/...
424B2 1 dp46018_424b2-ps1377.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate

Amount of Registration
Offering Price
Fee
Airbag Performance Securities due 2024

$1,787,000

$230.17

Pricing Supplement No. 1,377
Registration Statement No. 333-178081
Dated April 25, 2014
Filed Pursuant to Rule 424(b)(2)
Morgan Stanley $1,787,000 Airbag Performance Securities
Linked to the Dow Jones Industrial AverageSM due April 30, 2024
Principal at Risk Securities
Investment Description
These Airbag Performance Securities (the "Securities") are unsecured and unsubordinated debt securities issued by Morgan
Stanley with returns linked to the performance of the Dow Jones Industrial AverageSM (the "Index"). If the Index Return is greater
than zero, Morgan Stanley wil pay the Principal Amount at maturity plus a return equal to the product of (i) the Principal Amount
multiplied by (i ) the Index Return multiplied by (i i) the Participation Rate of 150.75%. If the Index Return is less than or equal to
zero, but greater than or equal to the Threshold Percentage of -50%, Morgan Stanley wil repay the ful Principal Amount at
maturity. However, if the Index Return is negative and less than the Threshold Percentage, Morgan Stanley wil pay less than the
ful Principal Amount at maturity, if anything, resulting in a loss on the Principal Amount to investors of 2% for each 1% additional
decline in excess of the Threshold Percentage. These long-dated Securities are for investors who seek an opportunity to earn an
equity index-based return with enhanced growth potential and potentially reduced downside exposure to the Index at maturity in
exchange for the risk of a loss of al or a substantial portion of the Principal Amount and forgoing current income. 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 Threshold Percentage is observed only on the Final
Valuation Date and applies at maturity; if you are able to sell the Securities prior to maturity, you may receive
substantially less than the Principal Amount even if the Index Return is not less than the Threshold Percentage at the
time of the sale.
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
Trade Date
April 25, 2014
is greater than zero, Morgan Stanley wil pay the Principal
Amount at maturity plus pay a return equal to the Index

Settlement Date
April 30, 2014
Return multiplied by the Participation Rate. If the Index
Return is less than zero, investors may be exposed to the

Final Valuation Date*
April 24, 2024
negative Index Return at maturity.

q Contingent Downside Market Exposure: If the Index
Maturity Date*
April 30, 2024
Return is equal to or less than zero but greater than or

equal to the Threshold Percentage, Morgan Stanley wil

pay the Principal Amount at maturity. However, if the Index
* Subject to postponement in the event of a Market Disruption
Return is negative and less than the Threshold Percentage,
Event or for non-Index Business Days. See "Postponement
Morgan Stanley wil pay less than the ful Principal Amount,
of Final Valuation Date and Maturity Date" under "Additional
if anything, resulting in a loss on the Principal Amount to
Terms of the Securities."
investors of 2% for each 1% additional decline in excess of

the Threshold Percentage. The Threshold Percentage is

observed only on the Final Valuation Date and applies at

maturity; if you are able to sel the Securities prior to

maturity, you may receive substantial y less than the

Principal Amount even if the Index Return is not less than

the Threshold Percentage at the time of the sale. Any
payment on the Securities, including any repayment of
principal, is subject to the creditworthiness of Morgan
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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 THE FULL DOWNSIDE MARKET RISK OF 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.
Security Offering
Morgan Stanley is offering Airbag Performance Securities linked to the Dow Jones Industrial AverageSM. The Securities are not
subject to a predetermined maximum gain and, accordingly, any return at maturity wil be determined by the performance of the
Index. The Securities are offered at a minimum investment of 1 Security at the Price to Public listed below.
Downside
Participation
Participation
Threshold
Index
Initial
Level
Rate

Factor
Percentage CUSIP

ISIN
Dow Jones
Industrial
16,361.46
150.75%

2.0
-50%
61760S852
US61760S8522
AverageSM
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 $899.70 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

$1,000

$50

$950
Total

$1,787,000

$89,350

$1,697,650
(1) UBS Financial Services Inc., acting as dealer, wil receive from Morgan Stanley & Co. LLC, the agent, a fixed sales commission of $50 for each Security it
sel s. 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 wil arrange to send you the prospectus, the prospectus
supplement and the index supplement if you so request by calling tol -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 fol ows:
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
Airbag 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 wil control.

The Issue Price of each Security is $1,000. This price includes costs associated with issuing, sel ing, 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
$1,000. We estimate that the value of each Security on the Trade Date is $899.70.

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 wel as an interest rate related to our secondary market credit spread, which is the
implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the Securities?

In determining the economic terms of the Securities, including the Participation Rate, the Threshold Percentage and the Downside
Participation Factor, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and
therefore advantageous to us. If the issuing, sel ing, structuring and hedging costs borne by you were lower or if the internal funding
rate were higher, one or more of the economic terms of the 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
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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 wel as the bid-offer spread that MS & Co. would charge in
a secondary market transaction of this type and other factors. However, because the costs associated with issuing, sel ing,
structuring and hedging the 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 wil 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 in
¨ You do not ful y understand the risks inherent in an
the Securities, including the risk of loss of your entire initial
investment in the Securities, including the risk of loss of your
investment.
entire initial investment.

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

the Index.
¨ You are willing to hold the Securities to maturity, a term of

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

¨ You believe the Index wil appreciate over the term of the
¨ You are unable or unwil ing to hold the Securities to
Securities and you are wil ing to invest in the Securities
maturity, a term of 10 years, or you seek an investment for
based on the Participation Rate of 150.75%.
which there wil be an active secondary market.

¨ You can tolerate fluctuations of the price of the Securities
¨ You believe that the level of the Index wil decline during the
prior to maturity that may be similar to or exceed the
term of the Securities such that the Index Return is negative
downside fluctuations in the level of the Index.
and less than the Threshold Percentage on the Final

Valuation Date.
¨ You do not seek current income from your investment and

are wil ing to forgo dividends paid on the stocks included in
¨ You are unwil ing to invest in the Securities based on the
the Index.
Participation Rate of 150.75%.

¨ You are willing to assume the credit risk of Morgan Stanley, ¨ You prefer the lower risk, and, therefore, accept the
as issuer of the Securities, and understand that if Morgan
potential y lower returns, of conventional debt securities with
Stanley defaults on its obligations you may not receive any
comparable maturities issued by Morgan Stanley or another
amounts due to you including any repayment of principal.
issuer with a similar credit rating.

¨ You seek current income from your investment or 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
$1,000 per Security
Security)
Principal Amount
$1,000 per Security
Term
10 years
Index
Dow Jones Industrial AverageSM
Threshold Percentage
-50%
Participation Rate
150.75%
Downside Participation 2.0
Factor
Payment at Maturity
If the Index Return is greater than zero,
(per Security)
Morgan Stanley wil pay you an amount
calculated as fol ows:

$1,000 + [$1,000 × (Index Return ×
Participation Rate)]

If the Index Return is less than or equal
to zero but greater than or equal to the
Threshold Percentage, Morgan Stanley wil
pay you a cash payment of:

$1,000 per Security

If the Index Return is negative and less
than the Threshold Percentage, Morgan
Stanley wil pay you an amount calculated as
fol ows:

$1,000 + [$1,000 × (Index Return +
50%) x Downside Participation Factor]

In this case, you could lose up to all of
your Principal Amount.
Index Return
Final Level Initial Level

Initial Level
Initial Level
16,361.46, 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
April 24, 2024, subject to postponement in the
event of a Market Disruption Event or for
non-Index Business Days.
CUSIP / ISIN
61760S852 / US61760S8522
Calculation Agent
Morgan Stanley & Co. LLC

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 Index
Return is negative and less than the Threshold Percentage on the Final Valuation Date, you will be exposed to the negative
Index Return and the payout owed at maturity by Morgan Stanley wil be an amount in cash that is less than the $1,000
Principal Amount of each Security, resulting in a loss on the Principal Amount of 2% for each 1% additional decline in excess
of the Threshold Percentage. 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 Threshold Percentage 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 sel them at a loss relative to your initial investment even if the return of the Index is
not less than the Threshold Percentage 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 al of your investment. As a result, the market value of the Securities prior to maturity wil 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 wil not pay any interest with respect to the Securities over the term of
the Securities.

¨
Market price of the Securities may be influenced by many unpredictable factors Several factors, many of which are
beyond our control, wil influence the value of the Securities in the secondary market and the price at which MS & Co. may be
wil ing to purchase or sell the Securities in the secondary market (if at al ), 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.

Some or all 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 sel your Securities at a substantial discount from the
principal amount of $1,000 per Security if the value of the Index at the time of sale is at or below or moderately above its
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Initial Level, and especial y if the Index Return is negative and is near, equal to or less than the Threshold Percentage, 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 wil 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 wil 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 wil
not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the stocks that
constitute the 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 wil ing to purchase the Securities in secondary market transactions wil likely be
significantly lower than the Issue Price, because secondary market prices wil 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 wil
reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market
transaction of this type as wel as other factors.

The inclusion of the costs of issuing, sel ing, structuring and hedging the Securities in the Issue Price and the lower rate we
are wil ing 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 sel 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 wil ing 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 "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 wil 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 wil
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 wil general y 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 wil 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 sel 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 depend on
the price, if any, at which MS & Co. is wil ing 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 wil ing to hold
your Securities to maturity.

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