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MORGAN STANLEY — Prospectus 2013
Oct 24, 2013
29766_prs_2013-10-24_f8c6cd73-2cb4-4897-bf88-9930d796a130.zip
Prospectus
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| CALCULATION OF REGISTRATION FEE — Title of Each Class of Securities Offered | Maximum Aggregate Offering Price | Amount of Registration Fee |
|---|---|---|
| Auto-Callable Securities due 2018 | $3,490,000 | $449.51 |
| ● |
|---|
| Pricing Supplement No. 1,115 Registration Statement No. 333-178081 Dated October 22, 2013 Filed pursuant to Rule 424(b)(2) |
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Auto-Callable Securities Based on the Performance of the Russell 2000 ® Index due October 25, 2018
Principal at Risk Securities
The securities are unsecured obligations of Morgan Stanley and have the terms described in the accompanying product 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. The securities will be automatically redeemed if the index closing value on any of the first four annual determination dates is greater than the initial index value , for an early redemption payment that will increase over the term of the securities and that will correspond to a return of approximately 7.60% per annum , as described below. At maturity, if the securities have not previously been redeemed and the final index value is greater than the initial index value, investors will receive a fixed positive return that will also correspond to a return of approximately 7.60% per annum , as set forth below. If the final index value is less than or equal to the initial index value but is not less than 75% of the initial index value, which we refer to as the barrier level, the payment at maturity will equal the stated principal amount of $10. If, however, the final index value is less than the barrier level, investors will be exposed to the decline in the underlying index on a 1 to 1 basis and will receive a payment at maturity that is less than 75% of the stated principal amount of the securities and could be zero. Accordingly, i nvestors in the securities must be willing to accept the risk of losing their entire initial investment. These long-dated securities are for investors who are willing to risk their principal and forego current income in exchange for the possibility of receiving an early redemption payment or payment at maturity greater than the stated principal amount, if the underlying index closes above the initial index value on an annual determination date, and, if the securities have not been redeemed, in exchange for limited protection against loss at maturity, but only if the final index value is not less than the barrier level. Investors will not participate in any appreciation of the Russell 2000 ® Index. The securities are notes issued as part of Morgan Stanley’s Series F Global Medium-Term Notes program.
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.
| FINAL TERMS — Issuer: | Morgan Stanley | ||
|---|---|---|---|
| Underlying index: | Russell 2000 ® Index | ||
| Aggregate principal amount: | $3,490,000 | ||
| Stated principal amount: | $10 per security | ||
| Issue price: | $10 per security | ||
| Pricing date: | October 22, 2013 | ||
| Original issue date: | October 25, 2013 (3 business days after the pricing date) | ||
| Maturity date: | October 25, 2018 | ||
| Early redemption: | If, on any of the first four annual determination dates, the index closing value of the underlying index is greater than the initial index value, the securities will be automatically redeemed for the early redemption payment on the related early redemption date. | ||
| Early redemption payment: | The early redemption payment will be an amount in cash per stated principal amount corresponding to a return of approximately 7.60% per annum for each annual determination date, as follows: · 1 st determination date: $10.76 · 2 nd determination date: $11.52 · 3 rd determination date: $12.28 · 4 th determination date: $13.04 No further payments will be made on the securities once they have been redeemed. | ||
| Determination dates: | 1 st determination date: October 22, 2014 2 nd determination date: October 22, 2015 3 rd determination date: October 22, 2016 4 th determination date: October 22, 2017 Final determination date: October 22, 2018 The determination dates are subject to postponement for non-index business days and certain market disruption events. | ||
| Early redemption dates: | The third business day after the relevant determination date | ||
| Initial index value: | 1,115.63 , which is the index closing value on the pricing date | ||
| Final index value: | The index closing value on the final determination date | ||
| Barrier level: | 836.723 , which is equal to approximately 75% of the initial index value | ||
| Payment at maturity: | If the securities have not previously been redeemed, you will receive at maturity a cash payment as follows: · If the final index value is greater than the initial index value: $13.80 · If the final index value is less than or equal to the initial index value but is greater than or equal to the barrier level: the stated principal amount of $10 · If the final index value is less than the barrier level (i) the stated principal amount multiplied by (ii) the index performance factor. Under these circumstances, you will lose a significant portion or all of your investment. | ||
| Index performance factor: | Final index value divided by the initial index value | ||
| CUSIP / ISIN | 61762W372 / US61762W3723 | ||
| Listing: | The securities will not be listed on any securities exchange. | ||
| Agent: | Morgan Stanley & Co. LLC (“MS & Co.”), a wholly-owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.” | ||
| Estimated value on the pricing date: | $9.561 per security. See “Investment Summary” beginning on page 2. | ||
| Commissions and issue price: | Price to public | Agent’s commissions (1) | Proceeds to issuer (2) |
| Per security | $10.00 | $0.30 | $9.70 |
| Total | $3,490,000 | $104,700 | $3,385,300 |
(1) Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $0.30 for each security they sell. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
(2) See “Use of proceeds and hedging” on page 15 .
The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 8 .
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement, index supplement and prospectus is truthful or complete. 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.
You should read this document together with the related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Information About the Securities” at the end of this document.
Product Supplement for Auto-Callable Securities dated October 19, 2012 Index Supplement dated November 21, 2011 Prospectus dated November 21, 2011
Auto-Callable Securities Based on the Performance of the Russell 2000 ® Index due October 25, 2018 Principal at Risk Securities
Investment Summary
Auto-Callable Securities
Principal at Risk Securities
Auto-Callable Securities Based on the Performance of the Russell 2000 ® Index due October 25, 2018 (the “securities”) do not provide for the regular payment of interest. The securities will be automatically redeemed if the index closing value on any of the first four annual determination dates is greater than the initial index value, for an early redemption payment that will increase over the term of the securities and that will correspond to a return of approximately 7.60% per annum , as described below. At maturity, if the securities have not previously been redeemed and the final index value is greater than the initial index value, investors will receive a fixed positive return that will also correspond to a return of approximately 7.60% per annum , as set forth below. If the final index value is less than or equal to the initial index value but is not less than 75% of the initial index value, which we refer to as the barrier level, the payment at maturity will equal the stated principal amount of $10. If, however, the final index value is less than the barrier level, investors will be exposed to the decline in the underlying index on a 1 to 1 basis and will receive a payment at maturity that is less than 75% of the stated principal amount of the securities and could be zero. Accordingly, i nvestors in the securities must be willing to accept the risk of losing their entire initial investment .
| Maturity: | 5 years |
|---|---|
| Automatic early redemption annually: | If, on any of the first four annual determination dates, the index closing value of the underlying index is greater than the initial index value, the securities will be automatically redeemed for the early redemption payment on the related early redemption date. |
| Early redemption payment: | The early redemption payment will be an amount in cash per stated principal amount corresponding to a return of approximately 7.60% per annum for each annual determination date, as follows: · 1 st determination date: $10.76 · 2 nd determination date: $11.52 · 3 rd determination date: $12.28 · 4 th determination date: $13.04 No further payments will be made on the securities once they have been redeemed. |
| Payment at maturity: | If the securities have not previously been redeemed, you will receive at maturity a cash payment as follows: · If the final index value is greater than the initial index value: $13.80 · If the final index value is less than or equal to the initial index value but is greater than or equal to the barrier level: the stated principal amount of $10 · If the final index value is less than the barrier level (i) the stated principal amount multiplied by (ii) the index performance factor If the final index value is less than the barrier level, investors will be fully exposed to the negative performance of the underlying index and will receive a payment at maturity that is less than 75% of the stated principal amount of the securities and could be zero. Accordingly, i nvestors in the securities must be willing to accept the risk of losing their entire initial investment. |
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Auto-Callable Securities Based on the Performance of the Russell 2000 ® Index due October 25, 2018 Principal at Risk Securities
The original 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 pricing date is less than $10. We estimate that the value of each security on the pricing date is $9.561 .
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 index. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying index, instruments based on the underlying 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 early redemption payment amount and the barrier level, we use an internal funding rate which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.
What is the relationship between the estimated value on the 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 index, 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 6 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 index, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account statements.
MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time.
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Auto-Callable Securities Based on the Performance of the Russell 2000 ® Index due October 25, 2018 Principal at Risk Securities
Key Investment Rationale
The securities do not provide for the regular payment of interest. Instead, the securities will be automatically redeemed for an early redemption amount corresponding to a return of approximately 7.60% per annum if the index closing value on any of the first four annual determination dates is greater than the initial index value .
The following scenarios are for illustrative purposes only to demonstrate how an automatic early redemption or the payment at maturity (if the securities have not previously been redeemed) are calculated, and do not attempt to demonstrate every situation that may occur. Accordingly, the securities may or may not be redeemed and the payment at maturity may be less than 75% of the stated principal amount of the securities and may be zero.
| Scenario 1: The securities are redeemed prior to maturity | When the underlying index closes above the initial index value on one of the first four annual determination dates, the securities will be automatically redeemed for the applicable early redemption payment on the related early redemption date, corresponding to a return of approximately 7.60% per annum . |
|---|---|
| Scenario 3: The securities are not redeemed prior to maturity and investors receive a positive return at maturity | This scenario assumes that the underlying index closes at or below the initial index value on every annual determination date. Consequently, the securities are not redeemed prior to maturity. On the final determination date, the underlying index closes above the initial index value. At maturity, investors will receive a cash payment equal to $13.80 per stated principal amount, corresponding to a return of approximately 7.60% per annum . |
| Scenario 3: The securities are not redeemed prior to maturity and investors receive principal back at maturity | This scenario assumes that the underlying index closes at or below the initial index value on every annual determination date. Consequently, the securities are not redeemed prior to maturity. On the final determination date, the underlying index closes at or above the barrier level but below the initial index value. At maturity, investors will receive the stated principal amount. Under this scenario, no other payments are made on the securities, and investors will receive a return of 0% over the 5-year term of the securities. |
| Scenario 4: The securities are not redeemed prior to maturity and investors suffer a substantial loss of principal at maturity | This scenario assumes that the underlying index closes at or below the initial index value on every annual determination date. Consequently, the securities are not redeemed prior to maturity . On the final determination date, the underlying index closes below the barrier level. At maturity, investors will receive an amount equal to the stated principal amount multiplied by the index performance factor, which will be less than 75% of the stated principal amount and could be zero. |
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Auto-Callable Securities Based on the Performance of the Russell 2000 ® Index due October 25, 2018 Principal at Risk Securities
EFPlaceholder Hypothetical Examples
The following hypothetical examples are for illustrative purposes only. Whether the securities are redeemed prior to maturity will be determined by reference to the index closing value on each of the first four annual determination dates, and the payment at maturity will be determined by reference to the index closing value on the final determination date. The actual initial index value and barrier level will be determined on the pricing date. Some numbers appearing in the examples below have been rounded for ease of analysis. All payments on the securities are subject to the credit risk of Morgan Stanley. The below examples are based on the following terms:
| Hypothetical Initial Index Value: | 1,000 |
|---|---|
| Hypothetical Barrier Level: | 750, which is 75% of the hypothetical initial index value |
| Early Redemption Payment: | The early redemption payment will be an amount in cash per stated principal amount corresponding to a return of approximately 7.60% per annum for each annual determination date, as follows: · 1 st determination date: $10.76 · 2 nd determination date: $11.52 · 3 rd determination date: $12.28 · 4 th determination date: $13.04 No further payments will be made on the securities once they have been redeemed. |
| Payment at Maturity: | If the securities have not previously been redeemed, you will receive at maturity a cash payment as follows: · If the final index value is greater than the initial index value: $13.80 · If the final index value is less than or equal to the initial index value but is greater than or equal to the barrier level: the stated principal amount of $10 · If the final index value is less than the barrier level (i) the stated principal amount multiplied by (ii) the index performance factor. Under these circumstances, you will lose a significant portion or all of your investment. |
| Stated Principal Amount: | $10 |
Automatic Call:
Example 1 — the securities are redeemed following the second determination date
| Date | Index Closing Value | Payment (per Security) |
|---|---|---|
| 1 st Determination Date | 800 (below the initial index value, securities are not redeemed) | -- |
| 2 nd Determination Date | 1,100 (above the initial index value, securities are automatically redeemed) | $11.52 |
In this example, the index closing value on the first determination date is below the initial index value, and the index closing value on the second determination date is above the initial index value. Therefore the securities are automatically redeemed on the second early redemption date. Investors will receive $11.52 on the related early redemption date, corresponding to an annual return of approximately 7.60%. No further payments will be made on the securities once they have been redeemed.
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Auto-Callable Securities Based on the Performance of the Russell 2000 ® Index due October 25, 2018 Principal at Risk Securities
Payment at Maturity
In the following examples, the index closing value on the first four annual determination dates is less than or equal to the initial index value, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until, maturity.
Example 1 — the final index value is above the initial index value
| Date | Index Closing Value | Payment (per Security) |
|---|---|---|
| 1 st Determination Date | 800 (below the initial index value, securities are not redeemed) | -- |
| 2 nd Determination Date | 700 (below the initial index value, securities are not redeemed) | -- |
| 3 rd Determination Date | 900 (below the initial index value, securities are not redeemed) | -- |
| 4 th Determination Date | 850 (below the initial index value, securities are not redeemed) | -- |
| Final Determination Date | 1,500 (above the initial index value) | $13.80 |
In this example, the index closing value is below the initial index value on each of the determination dates before the final determination date, and therefore the securities are not redeemed prior to maturity. On the final determination date, the underlying index has appreciated 50%. Therefore the payment at maturity will equal $13.80, reflecting a 38% return on your investment and corresponding to an annual return of approximately 7.60%. Investors do not participate in the appreciation of the underlying index.
Example 2 — the final index value is below the initial index value but above the barrier level
| Date | Index Closing Value | Payment (per Security) |
|---|---|---|
| 1 st Determination Date | 800 (below the initial index value, securities are not redeemed) | -- |
| 2 nd Determination Date | 700 (below the initial index value, securities are not redeemed) | -- |
| 3 rd Determination Date | 900 (below the initial index value, securities are not redeemed) | -- |
| 4 th Determination Date | 850 (below the initial index value, securities are not redeemed) | -- |
| Final Determination Date | 900 (less than or equal to the initial index value but greater than or equal to the barrier level) | $10.00 |
In this example, the index closing value is below the initial index value on each of the determination dates before the final determination date and therefore the securities are not redeemed prior to maturity. On the final determination date, the final index value is below the initial index value but above the barrier level. Therefore the payment at maturity will equal the stated principal amount of $10.00, reflecting a 0% return on your investment.
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Example 3 — the final index value is below the barrier level
| Date | Index Closing Value | Payment (per Security) |
|---|---|---|
| 1 st Determination Date | 800 (below the initial index value, securities are not redeemed) | -- |
| 2 nd Determination Date | 700 (below the initial index value, securities are not redeemed) | -- |
| 3 rd Determination Date | 900 (below the initial index value, securities are not redeemed) | -- |
| 4 th Determination Date | 850 (below the initial index value, securities are not redeemed) | -- |
| Final Determination Date | 500 (below the barrier level) | $5.00 |
In this example, the index closing value is below the initial index value on each of the determination dates before the final determination date and therefore the securities are not redeemed prior to maturity. On the final determination date, the final index value is below the barrier level, and accordingly investors will lose a significant portion of their investment. The payment at maturity is calculated as follows:
payment at maturity = $10 x index performance factor
payment at maturity = $10 x (500 / 1,000) = $5.00, representing a loss of 50% on your investment
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Risk Factors
The following is a list of certain key risk factors for investors in the securities. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying product supplement, index supplement and prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with your investment in the securities .
§ The securities do not pay interest or guarantee the return of any principal. The terms of the securities differ from those of ordinary debt securities in that they do not pay interest or guarantee the return of any of the principal amount at maturity. If the securities have not been automatically redeemed prior to maturity and if the final index value is less than the barrier level of 75% of the initial index value, you will be exposed to the decline in the closing value of the underlying index, as compared to the initial index value, on a 1 to 1 basis and you will receive for each security that you hold at maturity an amount equal to the stated principal amount times the index performance factor. In this case, the payment at maturity will be less than 75% of the stated principal amount and could be zero.
§ The appreciation potential of the securities is limited by the fixed early redemption payments or payment at maturity specified for each determination date . The appreciation potential of the securities is limited by the automatic early redemption feature to the fixed early redemption payments specified for each determination date, if the underlying index closes above the initial index value on any of the first four determination dates, or the fixed $13.80 upside payment at maturity, if the securities have not been redeemed and the final index value is above the initial index value, and you will not participate in any appreciation of the underlying index, which could be significant. If the securities are not previously redeemed and the final index value is less than the barrier level, you will be fully exposed to the decline in the level of the underlying index from the pricing date to the final determination date, and you will receive a payment at maturity that is less than 75% of the stated principal amount and could be zero.
§ The market price will be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market. We expect that generally the level of interest rates available in the market and the value of the underlying index on any day, including in relation to the barrier level, will affect the value of the securities more than any other factors. Other factors that may influence the value of the securities include:
o the volatility (frequency and magnitude of changes in value) of the Russell 2000 ® Index,
o whether the index closing value of the Russell 2000 ® Index has been below the barrier level on any date,
o geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component stocks of the underlying index or securities markets generally and which may affect the value of the underlying index,
o dividend rates on the securities underlying the Russell 2000 ® Index,
o the time remaining until the securities mature,
o interest and yield rates in the market,
o the availability of comparable instruments,
o the composition of the Russell 2000 ® Index and changes in the constituent stocks of such index, and
o any actual or anticipated changes in our credit ratings or credit spreads.
Some or all of these factors will influence the price that you will receive if you sell your securities prior to maturity. 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. In particular, if the Russell 2000 ® Index has closed near or below the barrier level, the market value of the securities is expected to decrease substantially and you may have to sell your securities at a substantial discount from the stated principal amount of $10 per security.
You cannot predict the future performance of the Russell 2000 ® Index based on its historical performance. There can be no assurance that the closing value of the underlying index will be above the initial index value on any of the annual
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determination dates so that you will receive a positive return on the securities, or that the final index value will be at or above the barrier level so that you do no suffer a loss on your initial investment in the securities . See “Russell 2000 ® Index Overview” below.
§ The securities are linked to the Russell 2000 ® Index and are subject to risks associated with small-capitalization companies. The Russell 2000 ® Index, the underlying index, consists of stocks issued by companies with relatively small market capitalization. These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies and therefore the underlying index may be more volatile than that of indices that consist of stocks issued by large-capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization companies may be thinly traded. In addition, small capitalization companies are typically less well-established and less stable financially than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their products.
§ 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 and therefore you are subject to the credit risk of Morgan Stanley. The securities are not guaranteed by any other entity. 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.
§ Reinvestment risk . The term of your investment in the securities may be shortened due to the automatic early redemption feature of the securities. If the securities are redeemed prior to maturity, you will receive no further payments on the securities and may be forced to invest in a lower interest rate environment and may not be able to reinvest at comparable terms or returns.
§ The securities will not be listed on any securities exchange and secondary trading may be limited , and accordingly, you should be willing to hold your securities for the entire 5-year term of the securities . 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 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.
§ 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 original issue price reduce the economic terms of the securities, cause the estimated value of the securities to be less than the original issue price and will adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices will reflect our
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Auto-Callable Securities Based on the Performance of the Russell 2000 ® Index due October 25, 2018 Principal at Risk Securities
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 original 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 6 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 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 pricing 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 will be influenced by many unpredictable factors” above.
§ Hedging and trading activity by our subsidiaries could potentially affect the value of the securities . 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 to other instruments linked to the underlying index or its component stocks), including trading in the stocks that constitute the underlying index as well as in other instruments related to the underlying index. Some of our subsidiaries also trade the stocks that constitute the underlying index and other financial instruments related to the underlying index on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could have increased the initial index value and, therefore, could have increased (i) the value above which the underlying index must close on the determination dates so that the securities are redeemed prior to maturity for the early redemption payment, or so that you receive a positive return at maturity, as applicable and (ii) the barrier level, which is the value at or above which the underlying index must close on the final determination date so that you are not exposed to the negative performance of the underlying index at maturity. Additionally, such hedging or trading activities during the term of the securities could potentially affect the value of the underlying index on the determination dates and, accordingly, whether we redeem the securities prior to maturity and the amount of cash you will receive at maturity, if any .
§ The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the securities . As calculation agent, MS & Co. has determined the initial index value and the barrier level, and will determine whether the securities will be redeemed on any early redemption date and the payment you will receive at maturity, if any. Any of these determinations made by MS & Co. in its capacity as calculation agent, including with respect to the occurrence or non-occurrence of market disruption events and the selection of a successor index or calculation of the index closing value in the event of a market disruption event or discontinuance of the underlying index, may adversely affect the payout to you at maturity. In addition, MS & Co. has determined the estimated value of the securities on the pricing date.
§ Adjustments to the underlying index could adversely affect the value of the securities . The publisher of the underlying index may add, delete or substitute the component stocks of the underlying index or make other methodological changes that could change the value of the underlying index. Any of these actions could adversely affect the value of the securities. The publisher of the underlying index may also discontinue or suspend calculation or publication of the underlying index at any time. In these circumstances, MS & Co., as the calculation agent, will have the sole discretion to substitute a successor index that is comparable to the discontinued index. MS & Co. could have an economic interest that is different than that of investors in the securities insofar as, for example, MS & Co. is
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permitted to consider indices that are calculated and published by MS & Co. or any of its affiliates. If MS & Co. determines that there is no appropriate successor index, the determination of whether the securities will be redeemed on any subsequent early redemption date or the payment at maturity, as applicable, will be based on whether the value of the underlying index based on the closing prices of the stocks constituting the underlying index at the time of such discontinuance, without rebalancing or substitution, computed by MS & Co. as calculation agent in accordance with the formula for calculating the underlying index last in effect prior to such discontinuance is greater than the initial index value or greater than or equal to the barrier level, as applicable .
§ The U.S. federal income tax consequences of an investment in the securities are uncertain. Please read the discussion under “Additional Provisions – Tax considerations” in this document and the discussion under “United States Federal Taxation” in the accompanying product supplement for auto-callable securities (together the “Tax Disclosure Sections”) concerning the U.S. federal income tax consequences of an investment in the securities. 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 from the tax treatment described in the Tax Disclosure Sections. 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. Because the securities provide for the return of principal except where the final index value of the underlying index is below the barrier level, the risk that the securities would be recharacterized, for U.S. federal income tax purposes, as debt instruments giving rise to ordinary income, rather than as open transactions, is higher than with other equity-linked securities that do not contain similar provisions. 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 the Tax Disclosure Sections. 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. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, the issues presented by this notice and any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.
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Russell 2000 ® Index Overview
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. For additional information about the Russell 2000 ® Index, see the information set forth under “Russell 2000 ® Index” in the accompanying index supplement.
Information as of market close on October 22, 2013:
| Bloomberg Ticker Symbol: | RTY |
|---|---|
| Current Index Closing Value: | 1,115.63 |
| 52 Weeks Ago: | 820.52 |
| 52 Week High (on 10/22/2013): | 1,115.63 |
| 52 Week Low (on 11/15/2012): | 769.48 |
The following graph sets forth the published high and low index closing values, as well as end-of-quarter index closing values, of the underlying index for each quarter in the period from January 1, 2008 through October 22, 2013. The related table sets forth the published high and low closing values, as well as end-of-quarter closing values, of the underlying index for each quarter in the same period. The index closing value of the underlying index on October 22, 2013 was 1,115.63. We obtained the information in the table and graph below from Bloomberg Financial Markets without independent verification. The underlying index has at times experienced periods of high volatility, and you should not take the historical values of the underlying index as an indication of its future performance.
Russell 2000 ® Index Daily Index Closing Values January 1, 2008 to October 22, 2013
- The red solid line indicates the barrier level of 836.723, which is approximately 75% of the initial index value.
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| Russell 2000 ® Index | High | Low | Period End |
|---|---|---|---|
| 2008 | |||
| First Quarter | 753.55 | 643.97 | 687.97 |
| Second Quarter | 763.27 | 686.07 | 689.66 |
| Third Quarter | 754.38 | 657.72 | 679.58 |
| Fourth Quarter | 671.59 | 385.31 | 499.45 |
| 2009 | |||
| First Quarter | 514.71 | 343.26 | 422.75 |
| Second Quarter | 531.68 | 429.16 | 508.28 |
| Third Quarter | 620.69 | 479.27 | 604.28 |
| Fourth Quarter | 634.07 | 562.40 | 625.39 |
| 2010 | |||
| First Quarter | 690.30 | 586.49 | 678.64 |
| Second Quarter | 741.92 | 609.49 | 609.49 |
| Third Quarter | 677.64 | 590.03 | 676.14 |
| Fourth Quarter | 792.35 | 669.45 | 783.65 |
| 2011 | |||
| First Quarter | 843.55 | 773.18 | 843.55 |
| Second Quarter | 865.29 | 777.20 | 827.43 |
| Third Quarter | 858.11 | 643.42 | 644.16 |
| Fourth Quarter | 765.43 | 609.49 | 740.92 |
| 2012 | |||
| First Quarter | 846.13 | 747.28 | 830.30 |
| Second Quarter | 840.63 | 737.24 | 798.49 |
| Third Quarter | 864.70 | 767.75 | 837.45 |
| Fourth Quarter | 852.49 | 769.48 | 849.35 |
| 2013 | |||
| First Quarter | 953.07 | 872.60 | 951.54 |
| Second Quarter | 999.99 | 901.51 | 977.48 |
| Third Quarter | 1,078.41 | 989.47 | 1,073.79 |
| Fourth Quarter (through October 22, 2013) | 1,115.63 | 1,043.46 | 1,115.63 |
The “Russell 2000 ® Index” is a trademark of Russell Investments and has been licensed for use by Morgan Stanley. For more information, see “Russell 2000 ® Index—License Agreement between Russell Investments and Morgan Stanley” in the accompanying index supplement.
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Additional Information About the Securities
Please read this information in conjunction with the summary terms on the front cover of this document.
| Additional Provisions: | |
|---|---|
| Barrier level: | The accompanying product supplement refers to the barrier level as the “trigger level.” |
| Postponement of the maturity date and early redemption dates: | If any determination date is postponed due to a non-index business day or certain market disruption events so that it falls less than two business days prior to the relevant scheduled early redemption date or maturity date, the early redemption date or maturity date will be postponed to the second business day following that determination date as postponed, and no adjustment will be made to any early redemption payment or the payment at maturity made on such postponed date. |
| Denominations: | $10 per security and integral multiples thereof |
| Minimum ticketing size: | $1,000 / 1 00 securities |
| Tax considerations: | 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, 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. Assuming this treatment of the securities is respected and subject to the discussion in “United States Federal Taxation” in the accompanying product supplement for auto-callable securities, the following U.S. federal income tax consequences should result based on current law: § A U.S. Holder should not be required to recognize taxable income over the term of the securities prior to settlement, other than pursuant to a sale or exchange. § Upon sale, exchange or settlement of the securities, a U.S. Holder should recognize gain or loss equal to the difference between the amount realized and the U.S. Holder’s tax basis in the securities. Such gain or loss should be long-term capital gain or loss if the investor has held the securities for more than one year, and short-term capital gain or loss otherwise. In 2007, the U.S. Treasury Department and the Internal Revenue Service (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. Both U.S. and non-U.S. investors considering an investment in the securities should read the discussion under “Risk Factors” in this document and the discussion under “United States Federal Taxation” in the accompanying product supplement for auto-callable securities and consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, the issues presented by the aforementioned notice and any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. Additionally, any consequences resulting from the Medicare tax on investment income are not discussed in this document or the accompanying product supplement for auto-callable securities. The discussion in the preceding paragraphs under “Tax considerations” and the |
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| discussion contained in the section entitled “United States Federal Taxation” in the accompanying product supplement for auto-callable securities, insofar as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of an investment in the securities. | |
|---|---|
| Trustee: | The Bank of New York Mellon |
| Calculation agent: | MS & Co. |
| Use of proceeds and hedging: | The proceeds we receive from the sale of the securities will be used for general corporate purposes. We will receive, in aggregate, $10 per security issued, because, when we enter into hedging transactions in order to meet our obligations under the securities, our hedging counterparty will reimburse the cost of the agent’s commissions. The costs of the securities borne by you and described beginning on page 2 above comprise the agent’s commissions and the cost of issuing, structuring and hedging the securities . On or prior to the pricing date, we hedged our anticipated exposure in connection with the securities by entering into hedging transactions with our subsidiaries and/or third party dealers. We expect our hedging counterparties to have taken positions in the stocks constituting the underlying index and in futures and/or options contracts on the underlying index or its component stocks listed on major securities markets. Such purchase activity could have increased the initial index value and, therefore, could have increased (i) the value above which the underlying index must close on the determination dates so that the securities are redeemed prior to maturity for the early redemption payment, or so that you receive a positive return at maturity, as applicable and (ii) the barrier level, which is the value at or above which the underlying index must close on the final determination date so that you are not exposed to the negative performance of the underlying index at maturity. Additionally, our hedging activities, as well as our other trading activities, during the term of the securities could potentially affect the value of the underlying index on the determination dates and, accordingly, whether we redeem the securities prior to maturity and the amount of cash you will receive at maturity, if any. For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging” in the accompanying product supplement. |
| Benefit plan investor considerations: | Each fiduciary of a pension, profit-sharing or other employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing an investment in the securities. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the Plan. In addition, we and certain of our subsidiaries and affiliates, including MS & Co., may each be considered a “party in interest” within the meaning of ERISA, or a “disqualified person” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to many Plans, as well as many individual retirement accounts and Keogh plans (also “Plans”). ERISA Section 406 and Code Section 4975 generally prohibit transactions between Plans and parties in interest or disqualified persons. Prohibited transactions within the meaning of ERISA or the Code would likely arise, for example, if the securities are acquired by or with the assets of a Plan with respect to which MS & Co. or any of its affiliates is a service provider or other party in interest, unless the securities are acquired pursuant to an exemption from the “prohibited transaction” rules. A violation of these “prohibited transaction” rules could result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Code for such persons, unless exemptive relief is available under an applicable statutory or administrative exemption. The U.S. Department of Labor has issued five prohibited transaction class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions resulting from the purchase or holding of the securities. Those class exemptions are PTCE 96-23 (for certain transactions determined by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance company separate accounts) and PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers). In addition, ERISA Section 408(b)(17) and Code Section 4975(d)(20) may provide an exemption for the purchase and sale of securities and the related lending transactions, provided that neither the issuer of the securities nor any of its affiliates has or exercises any discretionary authority or control or |
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renders any investment advice with respect to the assets of the Plan involved in the transaction and provided further that the Plan pays no more, and receives no less, than “adequate consideration” in connection with the transaction (the so-called “service provider” exemption). There can be no assurance that any of these class or statutory exemptions will be available with respect to transactions involving the securities. Because we may be considered a party in interest with respect to many Plans, the securities may not be purchased, held or disposed of by any Plan, any entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or any person investing “plan assets” of any Plan, unless such purchase, holding or disposition is eligible for exemptive relief, including relief available under PTCEs 96-23, 95-60, 91-38, 90-1, 84-14 or the service provider exemption or such purchase, holding or disposition is otherwise not prohibited. Any purchaser, including any fiduciary purchasing on behalf of a Plan, transferee or holder of the securities will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and holding of the securities that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such securities on behalf of or with “plan assets” of any Plan or with any assets of a governmental, non-U.S. or church plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (b) its purchase, holding and disposition are eligible for exemptive relief or such purchase, holding and disposition are not prohibited by ERISA or Section 4975 of the Code or any Similar Law. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the securities on behalf of or with “plan assets” of any Plan consult with their counsel regarding the availability of exemptive relief. The securities are contractual financial instruments. The financial exposure provided by the securities is not a substitute or proxy for, and is not intended as a substitute or proxy for, individualized investment management or advice for the benefit of any purchaser or holder of the securities. The securities have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives of any purchaser or holder of the securities. Each purchaser or holder of any securities acknowledges and agrees that: (i) the purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the purchaser or holder has not relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser or holder with respect to (A) the design and terms of the securities, (B) the purchaser or holder’s investment in the securities, or (C) the exercise of or failure to exercise any rights we have under or with respect to the securities; (ii) we and our affiliates have acted and will act solely for our own account in connection with (A) all transactions relating to the securities and (B) all hedging transactions in connection with our obligations under the securities; (iii) any and all assets and positions relating to hedging transactions by us or our affiliates are assets and positions of those entities and are not assets and positions held for the benefit of the purchaser or holder; (iv) our interests are adverse to the interests of the purchaser or holder; and (v) neither we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions or transactions, and any information that we or any of our affiliates may provide is not intended to be impartial investment advice. Each purchaser and holder of the securities has exclusive responsibility for ensuring that its purchase, holding and disposition of the securities do not violate the prohibited transaction rules of ERISA or the Code or any Similar Law. The sale of any securities to any Plan or plan subject to Similar Law is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by plans generally or any particular plan, or that such an investment is appropriate for plans generally or any particular plan. However, individual retirement accounts, individual retirement annuities and Keogh plans, as
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| well as employee benefit plans that permit participants to direct the investment of their accounts, will not be permitted to purchase or hold the securities if the account, plan or annuity is for the benefit of an employee of Morgan Stanley, Morgan Stanley Wealth Management or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of the securities by the account, plan or annuity. | |
|---|---|
| Additional considerations: | Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly. |
| Supplemental information regarding plan of distribution; conflicts of interest: | The agent may distribute the securities through Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”), as selected dealer, or other dealers, which may include Morgan Stanley & Co. International plc (“MSIP”) and Bank Morgan Stanley AG. Morgan Stanley Wealth Management, MSIP and Bank Morgan Stanley AG are affiliates of Morgan Stanley. Selected dealers, including Morgan Stanley Wealth Management, and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales commission of $0.30 for each security they sell. MS & Co. is our wholly-owned subsidiary and it and other subsidiaries of ours expect to make a profit by selling, structuring and, when applicable, hedging the securities. MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See “Plan of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement for auto-callable securities. |
| Validity of the securities: | In the opinion of Davis Polk & Wardwell LLP, as special counsel to Morgan Stanley, when the securities offered by this pricing supplement have been executed and issued by Morgan Stanley, authenticated by the trustee pursuant to the Senior Debt Indenture and delivered against payment as contemplated herein, such securities will be valid and binding obligations of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the Senior Debt Indenture and its authentication of the securities and the validity, binding nature and enforceability of the Senior Debt Indenture with respect to the trustee, all as stated in the letter of such counsel dated November 21, 2011, which is Exhibit 5-a to the Registration Statement on Form S-3 filed by Morgan Stanley on November 21, 2011. |
| Contact: | Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087. |
| Where you can find more information: | Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by the product supplement for auto-callable securities and the index supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the product supplement for auto-callable securities, 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 without cost by visiting EDGAR on the SEC web site at . www.sec.gov. Alternatively, Morgan Stanley, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, the product supplement for auto-callable securities and the index supplement if you so request by calling toll-free 1-(800)-584-6837. You may access these documents on the SEC web site at . www.sec.gov as follows: Product Supplement for Auto-Callable Securities dated October 19, 2012 |
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Index Supplement dated November 21, 2011 Prospectus dated November 21, 2011 Terms used in this document are defined in the product supplement for auto-callable securities, in the index supplement or in the prospectus. As used in this document, the “Company,” “we,” “us” and “our” refer to Morgan Stanley.
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