Obligation Morgan Stanleigh 0% ( US61761JB994 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61761JB994 ( en USD )

31/07/2025

Prospectus brochure de l'obligation Morgan Stanley US61761JB994 en USD 0%, échéance 31/07/2025

1 000 USD

61761JB99

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 US61761JB994, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/07/2025

424B2 1 dp58273_424b2-ps385.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Callable Contingent Income Securities due 2025

$1,521,000

$176.74
J uly 2 0 1 5
Pricing Supplement No. 385
Registration Statement No. 333-200365
Dated July 28, 2015
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Callable Contingent Income Step-Up Securities due July 31, 2025
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO
ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
The securities are unsecured obligations of Morgan Stanley and have the terms described in the accompanying prospectus supplement, index supplement
and prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the
regular payment of interest. Instead, the securities will pay a contingent monthly coupon but only if the index closing value of e a c h of t he Russe ll
2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x on the related observation date is a t or a bove 7 0 % of it s re spe c t ive init ia l inde x va lue ,
which we refer to as the coupon barrier level. If the index closing value of e it he r unde rlying inde x is less than the coupon barrier level for such index
on any observation date, we will pay no interest for the related monthly period. The contingent coupon, if any, will be paid at an annual rate of (i) in years 1
to 4: 8 .0 0 % , (ii) in years 5 to 8: 9 .0 0 % and (iii) in years 9 and 10: 1 0 .0 0 % . In addition, beginning on July 31, 2016, w e w ill ha ve t he right t o
re de e m t he se c urit ie s a t our disc re t ion on a ny qua rt e rly re de m pt ion da t e for a redemption payment equal to the sum of the stated
principal amount plus any contingent monthly coupon otherwise due with respect to the related observation date. An early redemption of the securities will
be at our discretion and will not automatically occur based on the performance of the underlying index. At maturity, if the securities have not previously been
redeemed and the final index value of e a c h underlying index is greater than or equal to 50% of the respective initial index value, which we refer to as the
downside threshold level, the payment at maturity will be the stated principal amount, and, if the final index value of e a c h underlying index is also greater
than or equal to its coupon barrier level, the related contingent monthly coupon. If, however, the final index value of e it he r underlying index is less than its
downside threshold level, investors will be exposed to the decline in the worst performing underlying index on a 1 to 1 basis and will receive a payment at
maturity that is less than 50% of the stated principal amount of the securities and could be zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust be
w illing t o a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt ba se d on t he pe rform a nc e of e it he r inde x a nd a lso t he risk
of not re c e iving a ny m ont hly c oupons during t he e nt ire t e n-ye a r t e rm of t he se c urit ie s. Because payments on the securities are based
on the worst performing of the underlying indices, a decline beyond the respective coupon barrier level and/or respective downside threshold level, as
applicable, of e it he r underlying index will result in few or no contingent monthly coupons and/or a significant loss of your investment, as applicable, even if
the other underlying index has appreciated or has not declined as much. Investors will not participate in any appreciation in either underlying index. These
long-dated securities are for investors who are willing to risk their principal and seek an opportunity to earn interest at a potentially above-market rate in
exchange for the risk of receiving no monthly interest if e it he r unde rlying inde x closes below the coupon barrier level for such index on the observation
dates, and the risk of an early redemption of the securities at our discretion. The securities are notes issued as part of Morgan Stanley's Series F Global
Medium-Term Notes program.
All pa ym e nt s a re subje c t t o t he c re dit risk of M orga n St a nle y. I f M orga n St a nle y de fa ult s on it s obliga t ions, you c ould lose
som e or a ll of your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st in, or
ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley
U nde rlying indic e s:
Russell 2000® Index (the "RTY Index") and EURO STOXX 50® Index (the "SX5E Index")
Aggre ga t e princ ipa l a m ount : $1,521,000
St a t e d princ ipa l a m ount :
$1,000 per security
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
Pric ing da t e :
July 28, 2015
Origina l issue da t e :
July 31, 2015 (3 business days after the pricing date)
M a t urit y da t e :
July 31, 2025
Opt iona l e a rly re de m pt ion:
Beginning on July 31, 2016, we will have the right to redeem the securities, a t our disc re t ion, in whole but not in
part, on any quarterly redemption date for the redemption payment. If we decide to redeem the securities, we will give
you notice at least 10 calendar days before the redemption date specified in the notice. No further payments will be
made on the securities once they have been redeemed.
Cont inge nt m ont hly c oupon: If, on any observation date, the index closing value of e a c h unde rlying inde x is gre a t e r t ha n or e qua l t o its
respective coupon barrier level, we will pay a contingent monthly coupon on the related contingent coupon payment
date at the following annual rates:
· from and including the original issue date to but excluding July 31, 2019: 8 .0 0 % (corresponding to
approximately $6.6667 per month per security)
· from and including July 31, 2019 to but excluding July 31, 2023: 9 .0 0 % (corresponding to approximately $7.50
per month per security)
· from and including July 31, 2023 to but excluding the maturity date: 1 0 .0 0 % (corresponding to approximately
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$8.3333 per month per security)
If, on any observation date, the closing value of e it he r unde rlying inde x is le ss t ha n the coupon barrier level for
such index, no contingent monthly coupon will be paid with respect to that observation date. I t is possible t ha t one
or bot h unde rlying indic e s w ill re m a in be low t he re spe c t ive c oupon ba rrie r le ve l(s) for e x t e nde d
pe riods of t im e or e ve n t hroughout t he e nt ire t e rm of t he se c urit ie s so t ha t you w ill re c e ive fe w
or no c ont inge nt m ont hly c oupons.
Pa ym e nt a t m a t urit y:
If the securities have not previously been redeemed, investors will receive on the maturity date a payment at maturity
determined as follows:
If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective downside threshold
level: the stated principal amount, and, if the final index value of e a c h underlying index is also gre a t e r t ha n or
e qua l t o its respective coupon barrier level, the contingent monthly coupon with respect to the final observation date.
If the final index value of e it he r underlying index is le ss t ha n its respective downside threshold level: (i) the stated
principal amount multiplied by (ii) the index performance factor of the worst performing underlying index. Under these
circumstances, the payment at maturity will be less than 50% of the stated principal amount of the securities and could
be zero.

Terms continued on the following page
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly-owned subsidiary of Morgan Stanley. See "Supplemental information
regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he
$932.70 per security. See "Investment Overview" beginning on page 3.
pric ing da t e :
Com m issions a nd issue
Pric e t o public (1)
Age nt 's c om m issions(2)
Proc e e ds t o issue r(3)
pric e :
Pe r se c urit y
$1,000
$40
$960
T ot a l
$1,521,000
$60,840
$1,460,160
(1) The price to public for investors purchasing the securities in fee-based advisory accounts will be $970 per security.
(2) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $40 for each security they
sell; provided that dealers selling to investors purchasing the securities in fee-based advisory accounts will receive a sales commission of $10 per
security. See "Supplemental information regarding plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution (Conflicts
of Interest)" in the accompanying prospectus supplement.
(3) See "Use of proceeds and hedging" on page 28.
T he se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s. Se e "Risk
Fa c t ors" be ginning on pa ge 1 1 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d t he se se c urit ie s,
or de t e rm ine d if t his doc um e nt or t he a c c om pa nying prospe c t us supple m e nt , inde x supple m e nt a nd prospe c t us is t rut hful or
c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he se c urit ie s a re not ba nk de posit s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r
gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us supple m e nt , inde x supple m e nt a nd prospe c t us, e a c h of
w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l I nform a t ion About t he Se c urit ie s" a t t he e nd of
t his doc um e nt .

Prospe c t us Supple m e nt da t e d N ove m be r 1 9 , 2 0 1 4 I nde x Supple m e nt da t e d N ove m be r 1 9 , 2 0 1 4 Prospe c t us da t e d
N ove m be r 1 9 , 2 0 1 4

Ca lla ble Cont inge nt I nc om e St e p-U p Se c urit ie s due J uly 3 1 , 2 0 2 5
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
Re de m pt ion pa ym e nt :
The redemption payment will be an amount equal to (i) the stated principal amount plus (ii) any contingent monthly
coupon otherwise due with respect to the related observation date.
Re de m pt ion da t e s:
Beginning on July 31, 2016, quarterly, on the last calendar day of each January, April, July and October; provided that if
any such day is not a business day, the redemption payment will be made on the next succeeding business day and no
adjustment will be made to any redemption payment made on that succeeding business day.
I nit ia l inde x va lue :
With respect to the RTY Index: 1,224.599, which is the index closing value of such index on the pricing date.
With respect to the SX5E Index: 3,554.11, which is the index closing value of such index on the pricing date.
Fina l inde x va lue :
With respect to each underlying index, the respective index closing value on the final observation date
Worst pe rform ing
The underlying index with the larger percentage decrease from the respective initial index value to the respective final
unde rlying inde x :
index value
I nde x pe rform a nc e fa c t or:
Final index value divided by the initial index value
Coupon ba rrie r le ve l:
With respect to the RTY Index: 857.219, which is approximately 70% of the initial index value for such index.
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With respect to the SX5E Index: 2,487.877, which is 70% of the initial index value for such index.
Dow nside t hre shold le ve l:
With respect to the RTY Index: 612.300, which is approximately 50% of the initial index value for such index.
With respect to the SX5E Index: 1,777.055, which is 50% of the initial index value for such index.
Coupon pa ym e nt da t e s:
Monthly, on the last calendar day of each month, beginning August 31, 2015; provided that if any such day is not a
business day, that monthly coupon, if any, will be paid on the next succeeding business day and no adjustment will be
made to any coupon payment made on that succeeding business day; provided further that the contingent monthly
coupon, if any, with respect to the final observation date shall be paid on the maturity date.
Obse rva t ion da t e s:
The third scheduled business day preceding each scheduled coupon payment date, beginning with the August 31, 2015
scheduled coupon payment date, subject to postponement for non-index business days and certain market disruption
events. We also refer to the third scheduled business day prior to the scheduled maturity date as the final observation
date.
CU SI P / I SI N :
61761JB99/ US61761JB994
List ing:
The securities will not be listed on any securities exchange.
July 2015
Page 2
Ca lla ble Cont inge nt I nc om e St e p-U p Se c urit ie s due J uly 3 1 , 2 0 2 5
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Investment Overview

Ca lla ble Cont inge nt I nc om e Se c urit ie s

Princ ipa l a t Risk Se c urit ie s
Callable Contingent Income Step-Up Securities due July 31, 2025 Payments on the Securities Based on the Worst Performing of
the Russell 2000® Index and the EURO STOXX 50® Index (the "securities") do not guarantee the repayment of principal and do
not provide for the regular payment of interest. Instead, the securities will pay a contingent monthly coupon but only if the index
closing value of e a c h of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x (which we refer to together as the
"underlying indices") is a t or a bove 70% of its respective initial index value, which we refer to as the coupon barrier level, on the
related observation date. If the index closing value of e it he r unde rlying inde x is less than the coupon barrier level for such
index on any observation date, we will pay no coupon for the related monthly period. The contingent coupon, if any, will be paid at
an annual rate of (i) in years 1 to 4: 8.00%, (ii) in years 5 to 8: 9.00% and (iii) in years 9 and 10: 10.00%. If the securities are
redeemed, no more contingent monthly coupon payments will be made. It is possible that the index closing value of one or both
underlying indices will remain below the respective coupon barrier level(s) for extended periods of time or even throughout the
entire term of the securities so that you will receive few or no contingent monthly coupons during the entire ten-year term of the
securities. Even if an underlying index were to be at or above the coupon barrier level for such index on some monthly observation
dates, it may fluctuate below the coupon barrier level on others. In addition, even if one underlying index were to be at or above
the coupon barrier level for such index on all monthly observation dates, you will receive a contingent monthly coupon only with
respect to the observation dates on which the other underlying index is also at or above the coupon barrier level for such index, if
any. In addition, beginning on July 31, 2016, w e w ill ha ve t he right t o re de e m t he se c urit ie s a t our disc re t ion on any
quarterly redemption date for the redemption payment equal to the sum of the stated principal amount plus any contingent monthly
coupon otherwise due with respect to the related observation date. At maturity, if the securities have not been previously redeemed
and if the final index value of e a c h underlying index is greater than or equal to 50% of the respective initial index value, which we
refer to as the downside threshold level, the payment at maturity will be the stated principal amount, and, if the final index value of
e a c h underlying index is also greater than or equal to its coupon barrier level, the related contingent monthly coupon. If, however,
the final index value of e it he r underlying index is less than its downside threshold level, investors will be exposed to the decline in
the worst performing underlying index on a 1 to 1 basis and will receive a payment at maturity that is less than 50% of the stated
principal amount of the securities and could be zero. Ac c ordingly, inve st ors in t he se c urit ie s m ust be w illing t o
a c c e pt t he risk of losing t he ir e nt ire init ia l inve st m e nt ba se d on t he pe rform a nc e of e it he r inde x a nd a lso
t he risk of not re c e iving a ny m ont hly c oupons t hroughout t he e nt ire t e rm of t he se c urit ie s.

M a t urit y:
10 years, unless redeemed earlier at our discretion
Cont inge nt m ont hly
If, on any observation date, the index closing value of e a c h unde rlying inde x is
c oupon:
gre a t e r t ha n or e qua l t o its respective coupon barrier level, we will pay a contingent
monthly coupon on the related contingent coupon payment date at the following annual
rates:
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· from and including the original issue date to but excluding July 31, 2019: 8 .0 0 %
(corresponding to approximately $6.6667 per month per security)
· from and including July 31, 2019 to but excluding July 31, 2023: 9 .0 0 %
(corresponding to approximately $7.50 per month per security)
· from and including July 31, 2023 to but excluding the maturity date: 1 0 .0 0 %
(corresponding to approximately $8.3333 per month per security)

If, on any observation date, the closing value of e it he r unde rlying inde x is le ss t ha n
the coupon barrier level for such index, no contingent monthly coupon will be paid with
respect to that observation date. I t is possible t ha t one or bot h unde rlying
indic e s w ill re m a in be low t he re spe c t ive c oupon ba rrie r le ve l(s) for
e x t e nde d pe riods of t im e or e ve n t hroughout t he e nt ire t e rm of t he
se c urit ie s so t ha t you w ill re c e ive fe w or no c ont inge nt m ont hly c oupons.
Beginning on July 31, 2016, we have the right to redeem the securities on any quarterly
Ea rly re de m pt ion a t
redemption date for an early redemption payment equal to the stated principal amount
t he opt ion of t he
plus any contingent monthly coupon otherwise due with respect to the related observation
issue r:
date. Any early redemption of the securities will be at our discretion and will not
automatically occur based on the performance of the underlying indices. It is more likely
that we will redeem the securities when it would otherwise be advantageous for you to
continue to hold the securities. As such, we will be more likely to redeem the securities
when the index closing value of each underlying index on the observation

July 2015
Page 3
Ca lla ble Cont inge nt I nc om e St e p-U p Se c urit ie s due J uly 3 1 , 2 0 2 5
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

dates is at or above its respective coupon barrier level, which would otherwise result in an
amount of interest payable on the securities that is greater than instruments of a
comparable maturity and credit rating trading in the market. In other words, we will be
more likely to redeem the securities at a time when the securities are paying an above-
market coupon. If the securities are redeemed prior to maturity, you will receive no more
contingent monthly coupon payments, may be forced to invest in a lower interest rate
environment and may not be able to reinvest at comparable terms or returns.

On the other hand, we will be less likely to exercise our redemption right when the index
closing value of either underlying index is below its respective coupon barrier level and/or
when the final index value of either underlying index is expected to be below the downside
threshold level, such that you will receive no contingent monthly coupons and/or that you
will suffer a significant loss on your initial investment in the securities at maturity.
Therefore, if we do not exercise our redemption right, it is more likely that you will receive
few or no contingent monthly coupons and suffer a significant loss at maturity.

Pa ym e nt a t
If the securities have not previously been redeemed, investors will receive on the maturity
m a t urit y:
date a payment at maturity determined as follows:

If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its
respective downside threshold level: the stated principal amount, and, if the final index
value of e a c h underlying index is also gre a t e r t ha n or e qua l t o its respective coupon
barrier level, the contingent monthly coupon with respect to the final observation date.

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If the final index value of e it he r underlying index is le ss t ha n its respective downside
threshold level: (i) the stated principal amount multiplied by (ii) the index performance
factor of the worst performing underlying index. Under these circumstances, the payment
at maturity will be less than 50% of the stated principal amount of the securities and could
be zero.

Morgan Stanley clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway,
New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative.
Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

July 2015
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Ca lla ble Cont inge nt I nc om e St e p-U p Se c urit ie s due J uly 3 1 , 2 0 2 5
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less
than $1,000. We estimate that the value of each security on the pricing date is $932.70.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a
performance-based component linked to the underlying indices. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying indices, instruments based on the
underlying indices, volatility and other factors including current and expected interest rates, as well as an interest rate related to our
secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary
market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the contingent monthly coupon rates, the coupon barrier levels and
the downside threshold levels, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads
and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal
funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including
those related to the underlying indices, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type 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
issue 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 underlying indices, 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.

July 2015
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Ca lla ble Cont inge nt I nc om e St e p-U p Se c urit ie s due J uly 3 1 , 2 0 2 5
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Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Key Investment Rationale

The securities do not provide for the regular payment of interest and instead will pay a contingent monthly coupon but only if the
index closing value of e a c h unde rlying inde x is a t or a bove 70% of its initial index value, which we refer to as the coupon
barrier level, on the related observation date. These securities are for investors who are willing to risk their principal and seek an
opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no monthly interest if either
underlying index closes below the coupon barrier level for such index on the observation dates, and the risk of an early redemption
of the securities at our discretion. The following scenarios are for illustration purposes only to demonstrate how the payment at
maturity and contingent monthly coupon (if the securities have not previously been redeemed) is determined, and do not attempt to
demonstrate every situation that may occur. Accordingly, the securities may or may not be redeemed by us at our discretion, the
contingent monthly coupon may be payable with respect to none of, or some but not all of, the monthly periods, and the payment
at maturity may be less than 50% of the stated principal amount and could be zero. Investors will not participate in any
appreciation in either underlying index.

Sc e na rio 1 : The securities are
This scenario assumes that we redeem the securities at our discretion prior to the maturity
redeemed prior to maturity.
date on one of the quarterly redemption dates, starting on July 31, 2016, one year after the
original issue date, for the redemption payment equal to the stated principal amount plus any
contingent monthly coupon with respect to the relevant observation date, as applicable. Prior
to the optional early redemption, each underlying index closes at or above its respective
coupon barrier level on some or all of the monthly observation dates. In this scenario,
investors receive the contingent monthly coupon with respect to each such observation date,
but not for the monthly periods for which one or both underlying indices close below the
respective coupon barrier level on the related observation date. No further payments will be
made on the securities once they have been redeemed.
Sc e na rio 2 : The securities are
This scenario assumes that we do not exercise our redemption right on any of the quarterly
not redeemed prior to maturity,
redemption dates, and, as a result, investors hold the securities to maturity. During the term of
and investors receive principal
the securities, each underlying index closes at or above its respective coupon barrier level on
back at maturity.
some monthly observation dates, but one or both underlying indices close below the
respective coupon barrier level(s) for such index on the others. Investors will receive the
contingent monthly coupon for the monthly periods for which the index closing value of each
underlying index is at or above its respective coupon barrier level on the related observation
date, but not for the monthly periods for which one or both underlying indices close below the
respective coupon barrier level(s) on the related observation date. On the final observation
date, each underlying index closes at or above its downside threshold level. At maturity,
investors receive the stated principal amount, and, depending on whether each final index
value is greater than, equal to or below the respective coupon barrier level, the contingent
monthly coupon with respect to the final observation date.
Sc e na rio 3 : The securities are
This scenario assumes that we do not exercise our redemption right on any of the quarterly
not redeemed prior to maturity,
redemption dates, and, as a result, investors hold the securities to maturity. During the term
and investors suffer a substantial
of the securities, one or both underlying indices close below the respective coupon barrier
loss of principal at maturity.
level(s) on every monthly observation date. Since one or both underlying indices close below
the respective coupon barrier level(s) on every monthly observation date, investors do not
receive any contingent monthly coupon. On the final observation date, one or both underlying
indices close below the respective downside threshold level(s). At maturity, investors will
receive an amount equal to the stated principal amount multiplied by the index performance
factor of the worst performing underlying index. Under these circumstances, the payment at
maturity will be less than 50% of the stated principal amount and could be zero. No coupon
will be paid at maturity in this scenario.
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Princ ipa l a t Risk Se c urit ie s

Underlying Indices Summary

Russe ll 2 0 0 0 ® I nde x

The Russell 2000® Index is an index calculated, published and disseminated by Russell Investments, and measures the composite
price performance of stocks of 2,000 companies (the "Russell 2000 Component Stocks") incorporated in the U.S. and its territories.
All 2,000 stocks are traded on a major U.S. exchange and are the 2,000 smallest securities that form the Russell 3000® Index. The
Russell 3000® Index is composed of the 3,000 largest U.S. companies as determined by market capitalization and represents
approximately 98% of the U.S. equity market. The Russell 2000® Index consists of the smallest 2,000 companies included in the
Russell 3000® Index and represents a small portion of the total market capitalization of the Russell 3000® Index. The Russell
2000® Index is designed to track the performance of the small capitalization segment of the U.S. equity market.

Information as of market close on July 28, 2015:

Bloom be rg T ic k e r Sym bol:
RTY
Curre nt I nde x V a lue :
1,224.599
5 2 We e k s Ago:
1,139.502
5 2 We e k H igh (on 6 /2 3 /2 0 1 5 ):
1,295.799
5 2 We e k Low (on 1 0 /1 3 /2 0 1 4 ):
1,049.303

For additional information about the Russell 2000® Index, see the information set forth under "Russell 2000® Index" in the
accompanying index supplement. Furthermore, for additional historical information, see "Russell 2000® Index Historical
Performance" below.

EU RO ST OX X 5 0 ® I nde x

The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group AG.
Publication of the EURO STOXX 50® Index began on February 26, 1998, based on an initial index value of 1,000 at December 31,
1991. The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from within the STOXX 600
Supersector Indices, which includes stocks selected from the Eurozone. The component stocks have a high degree of liquidity and
represent the largest companies across all market sectors.

Information as of market close on July 28, 2015:

Bloom be rg T ic k e r Sym bol:
SX5E
Curre nt I nde x V a lue :
3,554.11
5 2 We e k s Ago:
3,171.55
5 2 We e k H igh (on 4 /1 3 /2 0 1 5 ):
3,828.78
5 2 We e k Low (on 1 0 /1 6 /2 0 1 4 ):
2,874.65

For additional information about the EURO STOXX 50® Index, see the information set forth under "EURO STOXX 50® Index" in
the accompanying index supplement. Furthermore, for additional historical information, see "EURO STOXX 50® Index Historical
Performance" below.

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Princ ipa l a t Risk Se c urit ie s

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Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent monthly coupon is paid with respect to an
observation date and how to calculate the payment at maturity. The following examples are for illustrative purposes only. Whether
you receive a contingent monthly coupon will be determined by reference to the index closing value of each underlying index on
each monthly observation date, and the amount you will receive at maturity, if any, will be determined by reference to the final
index value of each underlying index on the final observation date. Any early redemption of the securities will be at our discretion.
The actual initial index value, coupon barrier level and downside threshold level for each underlying index are set forth on the cover
of this document. All payments on the securities, if any, are subject to the credit risk of Morgan Stanley. The below examples are
based on the following terms:

Contingent Monthly Coupon*:
If, on any observation date, the index closing value of e a c h unde rlying inde x is gre a t e r
t ha n or e qua l t o its respective coupon barrier level, we will pay a contingent monthly coupon
on the related contingent coupon payment date at the following rates:

· from and including the original issue date to but excluding July 31, 2019: 8.00%
(corresponding to approximately $6.6667 per month per security)

· from and including July 31, 2019 to but excluding July 31, 2023: 9.00% (corresponding
to approximately $7.50 per month per security)

· from and including July 31, 2023 to but excluding the maturity date: 10.00%
(corresponding to approximately $8.3333 per month per security)

If, on any observation date, the closing value of e it he r unde rlying inde x is le ss t ha n the
coupon barrier level for such index, no contingent monthly coupon will be paid with respect to
that observation date. I t is possible t ha t one or bot h unde rlying indic e s w ill re m a in
be low t he re spe c t ive c oupon ba rrie r le ve l(s) for e x t e nde d pe riods of t im e or
e ve n t hroughout t he e nt ire t e rm of t he se c urit ie s so t ha t you w ill re c e ive fe w or
no c ont inge nt m ont hly c oupons.
Optional Early Redemption:
Beginning on July 31, 2016, we will have the right to redeem the securities at our discretion on
any quarterly redemption date for a redemption payment equal to the stated principal amount
plus any contingent monthly coupon otherwise due with respect to the related observation date.
I f t he se c urit ie s a re re de e m e d prior t o m a t urit y, you w ill re c e ive no m ore
c ont inge nt m ont hly c oupon pa ym e nt s, m a y be forc e d t o inve st in a low e r
int e re st ra t e e nvironm e nt a nd m a y not be a ble t o re inve st a t c om pa ra ble t e rm s
or re t urns.
Payment at Maturity (if the
If the final index value of e a c h underlying index is gre a t e r t ha n or e qua l t o its respective
securities have not been
downside threshold level: the stated principal amount, and, if the final index value of e a c h
redeemed early at our option):
underlying index is also gre a t e r t ha n or e qua l t o its respective coupon barrier level, the
contingent monthly coupon with respect to the final observation date.
If the final index value of e it he r underlying index is le ss t ha n its respective downside
threshold level: (i) the stated principal amount multiplied by (ii) the index performance factor of
the worst performing underlying index. Under these circumstances, the payment at maturity will
be less than 50% of the stated principal amount of the securities and could be zero.
Stated Principal Amount:
$1,000
Hypothetical Initial Index Value:
With respect to the RTY Index: 1,200

With respect to the SX5E Index: 3,100

Hypothetical Coupon Barrier
With respect to the RTY Index: 840, which is 70% of the hypothetical initial index value for such
Level:
index

With respect to the SX5E Index: 2,170, which is 70% of the hypothetical initial index value for
such index

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

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With respect to the SX5E Index: 1,550, which is 50% of the hypothetical initial index value for
such index

* The actual monthly coupon will be an amount determined by the calculation agent based on the number of days in the applicable payment period,
calculated on a 30/360 basis.

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Princ ipa l a t Risk Se c urit ie s

How to determine whether a contingent monthly coupon is payable with respect to an observation date (if the
securities have not been previously redeemed):

Index Closing Value
Contingent Monthly
Coupon

RTY Index
SX5E Index

Hypothetical
950 (a t or
2,500 (a t or
Paid at the applicable rate
Observation Date 1
a bove coupon
a bove coupon
barrier level)
barrier level)
Hypothetical
1,200 (a t or
1,000 (be low
$0
Observation Date 2
a bove coupon
coupon barrier
barrier level)
level)
Hypothetical
600 (be low
2,400 (a t or
$0
Observation Date 3
coupon barrier
a bove coupon
level)
barrier level)
Hypothetical
500 (be low
2,000 (be low
$0
Observation Date 4
coupon barrier
coupon barrier
level)
level)

On hypothetical observation date 1, both the RTY Index and SX5E Index close at or above their respective coupon barrier levels.
Therefore a contingent monthly coupon is paid on the relevant coupon payment date. The applicable contingent monthly coupon
rates are shown on the cover of this document and are lower during the early years of the term of the securities than in the latter
years of the term of the securities.

On each of the hypothetical observation dates 2 and 3, one underlying index closes at or above its coupon barrier level but the
other underlying index closes below its coupon barrier level. Therefore, no contingent monthly coupon is paid on the relevant
coupon payment date.

On hypothetical observation date 4, each underlying index closes below its respective coupon barrier level and accordingly no
contingent monthly coupon is paid on the relevant coupon payment date.

How to calculate the payment at maturity (if the securities have not been redeemed early at our option):

Final Index Value
Payment at Maturity

RTY Index
SX5E Index

Example 1:
950 (a t or a bove the
2,800 (a t or a bove the downside threshold level
$1,008.3333 (the stated
downside threshold level
and coupon barrier level)
principal amount plus the
and coupon barrier level)
contingent monthly coupon with
respect to the final observation
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date)
Example 2:
650 (a t or a bove the
2,530 (a t or a bove the downside threshold level
$1,000.00
downside threshold level
and coupon barrier level)
(the stated principal amount)
but be low the coupon
barrier level)
Example 3:
850 (a t or a bove the
1,240 (be low the downside threshold level)
$1,000 x index performance
downside threshold level)
factor of the worst performing
underlying index = $1,000 x
(1,240 / 3,100) = $400
Example 4:
480 (be low the
1,600 (a t or a bove the downside threshold level)
$1,000 x (480 / 1,200) = $400
downside threshold level)
Example 5:
360 (be low the
1,240 (be low the downside threshold level)
$1,000 x (360 / 1,200) = $300
downside threshold level)
Example 6:
480 (be low the
930 (be low the downside threshold level)
$1,000 x (930 / 3,100) = $300
downside threshold level)
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Princ ipa l a t Risk Se c urit ie s

In example 1, the final index values of both the RTY Index and SX5E Index are at or above their downside threshold levels and
coupon barrier levels. Therefore, investors receive at maturity the stated principal amount of the securities and the contingent
monthly coupon with respect to the final observation date.

In example 2, the final index values of both the RTY Index and the SX5E Index are at or above their downside threshold levels.
However, the final index value of the RTY Index is below its coupon barrier level. Therefore, investors receive at maturity the stated
principal amount of the securities but do not receive the contingent monthly coupon with respect to the final observation date.

In examples 3 and 4, the final index value of one underlying index is at or above its downside threshold level but the final index
value of the other underlying index is below its downside threshold level. Therefore, investors are exposed to the downside
performance of the worst performing underlying index at maturity and receive at maturity an amount equal to the stated principal
amount times the index performance factor of the worst performing underlying index.

Similarly, in examples 5 and 6, the final index value of each underlying index is below its respective downside threshold level, and
investors receive at maturity an amount equal to the stated principal amount times the index performance factor of the worst
performing underlying index. In example 5, the RTY Index has declined 70% from its initial index value to its final index value, while
the SX5E Index has declined 60% from its initial index value to its final index value. Therefore, the payment at maturity equals the
stated principal amount times the index performance factor of the RTY Index, which is the worst performing underlying index in this
example. In example 6, the RTY Index has declined 60% from its initial index value, while the SX5E Index has declined 70% from
its initial index value to its final index value. Therefore the payment at maturity equals the stated principal amount times the index
performance factor of the SX5E Index, which is the worst performing underlying index in this example.

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

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Document Outline

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