--------------------------------------------------------------------------------------------------------------------------------------- Client Strategy Guide: September 2012 Offerings Page 2 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- This material was not prepared by the Research Departments of Morgan Stanley Smith Barney, Morgan Stanley [AND] Co. LLC, or Citigroup Global Markets Inc. and you September 2012 should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. STRUCTURED INVESTMENTS This material was not prepared by the Research Departments of Morgan Stanley Smith Barney, Morgan Stanley [AND] Co. LLC, or Citigroup Global Markets Inc., and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. Free Writing Prospectus Dated September 14, 2012 Registration Statement No. 333-178081 Client Strategy Guide: September 2012 Offerings Filed Pursuant to Rule 433

Table of Contents Important Information Regarding Offering Documents....................................................................................................................page 3 Selected Features [AND] Risk Disclosures..............................................................................................................................page 4 Structured Investments Spectrum.......................................................................................................................................page 5 Tactical Offerings Offerings with terms of 18 months or less -------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------ Enhanced Yield Contingent Income Auto-Callable Securities based on Starbucks Corporation (SBUX) by Morgan Stanley...................................page 6 -------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------ -------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------ Leveraged Performance PLUSSM based on the S[AND]P 500(R) Index (SPX) by Morgan Stanley.....................................................................page 7 -------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------ Strategic Offerings Offerings with terms of more than 18 months -------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------ Buffered PLUSSM based on the S[AND]P 500(R) Index (SPX) by Morgan Stanley............................................................page 8 .....................................................................................................................................page 9 Leveraged Performance Uncapped Enhanced Trigger Jump Securities based on the EURO STOXX 50(R) Index (SX5E) by Morgan Stanley...............................page 10 Uncapped Enhanced Trigger Jump Securities based on the S[AND]P 500(R) Index (SPX) by Morgan Stanley .................................page 11 -------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------ -------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------ Partial Principal at Risk .....................................................................................................................................page 12 Securities -------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------ -------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------ Market-Linked Notes and .....................................................................................................................................page 13 Market-Linked Deposits - .....................................................................................................................................page 14 FDIC Insured -------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------ Selected Risks [AND] Considerations...................................................................................................................................page 15

Important Information Regarding Offering Documents The products set forth in the following pages are intended as a general indication only of the Structured Investments offerings available through Morgan Stanley Smith Barney through the date when the ticketing closes for each offering. Morgan Stanley Smith Barney or the applicable issuer reserves the right to terminate any offering prior to its trade date, to postpone the trade date, or to close ticketing early on any offering. The information set forth herein provides only a summary of terms and does not contain the complete terms and conditions for any offering of an SEC Registered Offering or a Market-Linked Certificate of Deposit. You should read the complete offering materials referenced below before you invest in any product. Additional Information for SEC Registered (Public) Offerings Each issuer has separately filed a registration statement (including a prospectus) with the Securities [AND] Exchange Commission (or SEC), for the offerings by that issuer to which this Strategy Guide relates. Before you invest in any of the offerings identified in this Strategy Guide, you should read the prospectus and the applicable registration statement, the applicable pricing supplement, prospectus supplements and any other documents relating to the offering that the applicable issuer has filed with the SEC for more complete information about the applicable issuer and the offering. You may get these documents without cost by visiting EDGAR on the SEC web site at www.sec.gov. o For Registered Offerings Issued by Morgan Stanley: Morgan Stanley's CIK on the SEC web site is 0000895421 Alternatively, Morgan Stanley Smith Barney will arrange to send you the prospectus and any other documents related to the offering electronically or hard copy if you so request by calling the toll-free number 1-800-584-6837 or emailing prospectus@morganstanley.com or by calling your Morgan Stanley Smith Barney Financial Advisor. The securities described herein (other than the market-linked certificates of deposit) 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. Additional Information for Market-Linked Certificates of Deposit (MLDs) MLDs are not SEC registered offerings. Before you invest in any MLD, you should read the complete offering materials applicable to such MLD. For indicative terms and conditions on any Market-Linked Certificate of Deposit, please contact your Morgan Stanley Smith Barney Financial Advisor or call the toll-free number 1-800-584-6837. Each issuer listed above is the issuer for offerings only where expressly identified. None of the issuers are responsible for the filings made with the SEC by the other issuers identified in this document.

Selected Features [AND] Risk Disclosures Features Structured Investments offer investors choices in terms of underlying asset, market view, time horizon, potential returns and risk tolerance. Such features may include: o Varying levels of exposure to potential capital appreciation or depreciation o Returns based on a defined formula o Variety of underlying assets, including equities, commodities, currencies and interest rates o Minimum investment of $1,000, unless otherwise noted Key Risks An investment in Structured Investments involves a variety of risks. The following are some of the significant risks related to Structured Investments. Please refer to the "Selected Risks [AND] Considerations" section at the end of this brochure for a fuller description of these risk factors. The market price of Structured Investments may be influenced by a variety of unpredictable factors. Several factors may influence the value of a particular Structured Investment in the secondary market, including, but not limited to, the value and volatility of the underlying asset, interest rates, credit spreads charged by the market for taking the applicable issuer's credit risk, dividend rates on any equity underlying asset, and time remaining to maturity. In addition, we expect that the secondary market price of a Structured Investment will be adversely affected by the fact that the issue price of the Structured Investment includes the agent's commissions and expected profit. Issuer credit risk. All payments on Structured Investments are dependent on the applicable issuer's ability to pay all amounts due and therefore investors are subject to the credit risk of the applicable issuer. Secondary trading may be limited. There may be little or no secondary market for a particular Structured Investment. If the applicable pricing supplement so specifies, we may apply to list a Structured Investment on a securities exchange, but it is not possible to predict whether any Structured Investment will meet the listing requirements of that particular exchange, or if listed, whether any secondary market will exist. Appreciation potential or participation in the underlying asset may be limited. The terms of a Structured Investment may limit the maximum payment at maturity or the extent to which the return reflects the performance of the underlying asset. Potential loss of principal. The terms of a Structured Investment may not provide for the return of principal and an investment may result in a loss of some or all of your principal. Even where repayment of principal is provided for by the terms of the Structured Investment, it is still subject to the credit risk of the applicable issuer and the applicable issuer's ability to repay its obligations. In addition, you may receive less, and possibly significantly less, than the stated principal amount if you sell your investment prior to maturity. Structured Investments that provide for repayment of principal typically do not make periodic interest payments. Unlike ordinary debt securities, Structured Investments that provide for repayment of principal typically do not pay interest. Instead, at maturity, the investor receives the principal amount plus a supplemental redemption amount, if any, based on the performance of the underlying asset, in each case, subject to the credit risk of the applicable issuer. You may receive only the principal amount at maturity for Structured Investments that provide for repayment of principal. Because the supplemental redemption amount due at maturity on these Structured Investments may equal zero, the return on your investment (i.e., the effective yield to maturity) may be less than the amount that would be paid on an ordinary debt security. The return of only the principal amount at maturity may not compensate you for the effects of inflation or other factors relating to the value of money over time. Potential conflicts. The issuer of a Structured Investment and its affiliates may play a variety of roles in connection with the Structured Investment, including acting as calculation agent and hedging the issuer's obligations under the Structured Investment. Such activity could adversely affect the payouts to investors on Structured Investments. The aforementioned risks are not intended to be an exhaustive list of the risks associated with a particular Structured Investment offering. Before you invest in any Structured Investment, you should thoroughly review the particular investment's prospectus and related offering materials for a comprehensive description of the risks and considerations associated with the offering.

Structured Investments Spectrum Structured Investments can be divided into six broad categories, each aimed at offering structural characteristics designed to help investors pursue specific financial objectives - Market-Linked Deposits - FDIC Insured, Market-Linked Notes, Partial Principal at Risk Securities, Enhanced Yield, Leveraged Performance and Access. Market-Linked Deposits - FDIC Insured combine the repayment of all principal at o May be appropriate for investors who do not require periodic interest maturity, subject to applicable FDIC insurance limits and issuer credit risk, with payments, are concerned about principal at risk, and who are willing to the potential for capital appreciation based on the performance of an underlying forgo some upside in exchange for the repayment of all principal at asset. maturity, subject to applicable FDIC insurance limits and issuer credit risk. Market-Linked Notes combine the repayment of all principal at maturity subject to o May be appropriate for investors who do not require periodic interest issuer credit risk, with the potential for capital appreciation based on the payments, are concerned about principal at risk, do not require FDIC performance of an underlying asset. Market-Linked Notes do not have the benefit of insurance on their investment, and who are willing to forgo some upside FDIC insurance. in exchange for the repayment of all principal at maturity, subject to issuer credit risk. Partial Principal at Risk Securities combine the repayment of some principal at o May be appropriate for investors who do not require periodic interest maturity, subject to issuer credit risk, with the potential for capital appreciation payments, are concerned about principal at risk, do not require FDIC based on the performance of an underlying asset. insurance on their investment, and who are willing to risk a portion of their principal and forgo some upside return in exchange for the issuer's obligation to repay some principal at maturity. Enhanced Yield Investments seek to potentially generate current income greater than o May be appropriate for investors who are willing to forgo some or all of that of a direct investment in an underlying asset with the investor accepting full the appreciation in the underlying asset and assume full downside exposure to the downside with limited or no opportunity for capital appreciation. exposure to the underlying asset in exchange for enhanced yield in the form of above-market interest payments. Leveraged Performance Investments allow investors the possibility of capturing o May be appropriate for investors who expect only modest changes in the enhanced returns relative to an underlying asset's actual performance within a given value of the underlying asset and who are willing to give up range of performance in exchange for giving up returns above the specified cap, in appreciation on the underlying asset that is beyond the performance addition to accepting full downside exposure to the underlying asset. range, and bear the same or similar downside risk associated with owning the underlying asset. Access Investments provide exposure to a market sector, asset class, theme or o May be appropriate for investors interested in diversification of, and investment strategy that may not be easily accessible to an individual investor by exposure to, difficult to access underlying asset classes, market means of traditional investments. sectors or investment strategies.

Opportunities in placecountry-regionU.S. Equities Enhanced Yield |_| Contingent Income Auto-Callable Securities based on Starbucks Corporation (SBUX) Strategy o Potential yield enhancement strategy for investors with a range-bound view Risk o All principal is at risk under the terms of on Starbucks Corporation the securities o Opportunity to receive a contingent quarterly coupon, provided that the o Investors will not participate in any underlying stock closes at or above the predetermined downside threshold level on appreciation of the underlying stock and the the related determination date return on the securities will be limited to the o The securities will be automatically redeemed for par plus the contingent contingent quarterly coupons earned during the Overview coupon payment if, on any determination date, the closing price of the underlying term of the securities stock is at or above the initial share price o Contingent quarterly payments may be zero o The securities provide repayment of principal at maturity but only if the Considerations for some or all quarterly periods underlying stock closes at or above the predetermined downside threshold level on o All payments are subject to the credit risk the final determination date of the issuer Contingent Income Auto-Callable Securities do not guarantee the payment of interest or the repayment of principal. Instead, the securities offer the opportunity for investors to earn a contingent quarterly payment equal to 2.5% to 3.5% of the stated principal amount, but only with respect to each determination date on which the closing price of the underlying stock is greater than or equal to 75% of the initial share price, which we refer to as the downside threshold level. In addition, if the closing price of the underlying stock is greater than or equal to the initial share price on any determination date, the securities will be automatically redeemed for an amount per security equal to the stated principal amount and the contingent quarterly payment. However, if the securities are not automatically redeemed prior to maturity, the payment at maturity due on the securities will be either (i) the stated principal amount and any contingent quarterly payment or (ii) a number of shares of the underlying stock, or at our option the cash value thereof, that will be significantly less than the principal amount of the securities if the closing price of the underlying stock is below the downside threshold level on the final determination date. Moreover, if on any determination date the closing price of the underlying stock is less than the downside threshold level, you will not receive any contingent quarterly payment for that quarterly period. As a result, investors must be willing to accept the risk of not receiving any contingent quarterly payment and also the risk of receiving shares of the underlying stock, or the cash value thereof, that are worth significantly less than the stated principal amount of the securities and could be zero. Accordingly, investors could lose their entire initial investment in the securities. Investors will not participate in any appreciation of the underlying stock. The securities are senior unsecured obligations of Morgan Stanley, issued as part of Morgan Stanley's Series F Global Medium-Term Notes program. All payments on the securities are subject to the credit risk of Morgan Stanley. ---------------------------------------------------------------------------------------------------------------------------------------------------- Issuer Morgan Stanley ---------------------------------------------------------------------------------------------------------------------------------------------------- Underlying Stock Starbucks Corporation (SBUX) common stock ---------------------------------------------------------------------------------------------------------------------------------------------------- Maturity Date September , 2013 (approximately 1 year) ---------------------------------------------------------------------------------------------------------------------------------------------------- Early Redemption If, on any of the first three Determination Dates, the Determination Closing Price of the Underlying Stock is greater than or equal to the Initial Share Price, the securities will be automatically redeemed for an Early Redemption Payment on the third business day following the related Determination Date. ---------------------------------------------------------------------------------------------------------------------------------------------------- Early Redemption Payment The Early Redemption Payment will be an amount equal to (i) the Stated Principal Amount plus (ii) the Contingent Quarterly Payment with respect to the related Determination Date. ---------------------------------------------------------------------------------------------------------------------------------------------------- Determination Closing Price The closing price of the Underlying Stock on any Determination Date other than the Final Determination Date times the Adjustment Factor on such Determination Date ---------------------------------------------------------------------------------------------------------------------------------------------------- Contingent Quarterly Payment o If, on any Determination Date, the Determination Closing Price or the Final Share Price, as applicable, is greater than or equal to the Downside Threshold Level, we will pay a Contingent Quarterly Payment of $0.25 to $0.35 (2.5% to 3.5% of the Stated Principal Amount) per security on the related Contingent Payment Date. The actual Contingent Quarterly Payment will be determined on the Pricing Date. o If, on any Determination Date, the Determination Closing Price or the Final Share Price, as applicable, is less than the Downside Threshold Level, no Contingent Quarterly Payment will be made with respect to that Determination Date. ---------------------------------------------------------------------------------------------------------------------------------------------------- Determination Dates December , 2012, March , 2013, June , 2013 and September , 2013, subject to postponement for non-trading days and certain market disruption events. September , 2013 is also referred to as the Final Determination Date. ---------------------------------------------------------------------------------------------------------------------------------------------------- Contingent Payment Dates With respect to each Determination Date other than the Final Determination Date, the third business day after the related Determination Date. The payment of the Contingent Quarterly Payment, if any, with respect to the Final Determination Date will be made on the Maturity Date. ---------------------------------------------------------------------------------------------------------------------------------------------------- Payment at Maturity o If the Final Share Price is greater than or equal to the Downside Threshold Level: (i) the Stated Principal Amount plus (ii) the Contingent Quarterly Payment with respect to the Final Determination Date o If the Final Share Price is less than the Downside Threshold Level: (i) a number of shares of the Underlying Stock equal to the product of the Exchange Ratio and the Adjustment Factor, each as of the Final Determination Date, or (ii) at the issuer's option, the cash value of such shares as of the Final Determination Date ---------------------------------------------------------------------------------------------------------------------------------------------------- Initial Share Price The closing price of the Underlying Stock on the Pricing Date ---------------------------------------------------------------------------------------------------------------------------------------------------- Final Share Price The closing price of the Underlying Stock on the Final Determination Date times the Adjustment Factor on such date ---------------------------------------------------------------------------------------------------------------------------------------------------- Exchange Ratio The Stated Principal Amount divided by the Initial Share Price ---------------------------------------------------------------------------------------------------------------------------------------------------- Adjustment Factor 1.0, subject to adjustment in the event of certain corporate events affecting the Underlying Stock ---------------------------------------------------------------------------------------------------------------------------------------------------- Downside Threshold Level 75% of the Initial Share Price ---------------------------------------------------------------------------------------------------------------------------------------------------- Issue Price/Stated Principal Amount $10 per security ---------------------------------------------------------------------------------------------------------------------------------------------------- Listing The securities will not be listed on any securities exchange. ---------------------------------------------------------------------------------------------------------------------------------------------------- Expected Pricing Date1 This offering is expected to close for ticketing on Thursday, September 27, 2012 ---------------------------------------------------------------------------------------------------------------------------------------------------- 1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan Stanley Smith Barney or the applicable issuer may close the deal prior to, or postpone, the Expected Pricing Date. Some terms are subject to change. Terms will be fixed on the pricing date for the investment.

Opportunities in U.S. Equities Leveraged Performance |_| PLUSSM based on the S[AND]P 500(R) Index (SPX) o Leveraged exposure within a certain range of positive index performance and the same downside risk as a direct investment with Strategy 1-for-1 downside exposure o All principal is at risk under the terms of the PLUS Overview o May be appropriate for investors anticipating moderate appreciation o Full downside exposure to the S[AND]P 500(R) Index of the S[AND]P 500(R) Index and seeking enhanced returns within a certain range Risk o Appreciation potential is Iimited by the maximum payment of positive index performance, in exchange for an appreciation potential Considerations at maturity limited by the maximum payment at maturity o Does not provide for current income; no interest payments The PLUS are senior unsecured obligations of Morgan Stanley, will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement for PLUS, index supplement and prospectus, as supplemented or modified by the applicable pricing supplement. At maturity, if the underlying index has appreciated in value, investors will receive the stated principal amount of their investment plus leveraged upside performance of the underlying index, subject to the maximum payment at maturity. However, if the underlying index has depreciated in value, investors will lose 1% for every 1% decline. The PLUS are for investors who seek an equity index-based return and who are willing to risk their principal and forgo current income and upside above the maximum payment at maturity in exchange for the leverage feature, which applies to a limited range of positive performance of the underlying index. Investors may lose their entire initial investment in the PLUS. The PLUS are senior notes issued as part of Morgan Stanley's Series F Global Medium-Term Notes program. All payments on the PLUS are subject to the credit risk of Morgan Stanley. ------------------------------------------------------------------------------------------------------------------------------------------------ Issuer Morgan Stanley ------------------------------------------------------------------------------------------------------------------------------------------------ Underlying Index S[AND]P 500(R) Index (SPX) ------------------------------------------------------------------------------------------------------------------------------------------------ Maturity Date October , 2013 (approximately 13 months) ------------------------------------------------------------------------------------------------------------------------------------------------ Leverage Factor 300% ------------------------------------------------------------------------------------------------------------------------------------------------ Payment at Maturity o If the Final Index Value is greater than the Initial Index Value, $10 + Leveraged Upside Payment In no event will the Payment at Maturity exceed the Maximum Payment at Maturity. o If the Final Index Value is less than or equal to the Initial Index Value, $10 x Index Performance Factor This amount will be less than or equal to the Stated Principal Amount of $10. ------------------------------------------------------------------------------------------------------------------------------------------------ Leveraged Upside Payment $10 x Leverage Factor x Index Percent Increase ------------------------------------------------------------------------------------------------------------------------------------------------ Index Percent Increase (Final Index Value - Initial Index Value) / Initial Index Value ------------------------------------------------------------------------------------------------------------------------------------------------ Initial Index Value The closing value of the Underlying Index on the Pricing Date ------------------------------------------------------------------------------------------------------------------------------------------------ Final Index Value The closing value of the Underlying Index on the Valuation Date ------------------------------------------------------------------------------------------------------------------------------------------------ Valuation Date October , 2013 subject to adjustment for non-index business days and certain market disruption events ------------------------------------------------------------------------------------------------------------------------------------------------ Maximum Payment at Maturity $11.45 to $11.75 per PLUS (114.5% to 117.5% of the Stated Principal Amount) per PLUS. The actual Maximum Payment at Maturity will be determined on the Pricing Date. ------------------------------------------------------------------------------------------------------------------------------------------------ Index Performance Factor Final Index Value / Initial Index Value ------------------------------------------------------------------------------------------------------------------------------------------------ Issue Price/Stated Principal Amount $10 per PLUS ------------------------------------------------------------------------------------------------------------------------------------------------ Listing The PLUS will not be listed on any securities exchange. ------------------------------------------------------------------------------------------------------------------------------------------------ Expected Pricing Date2 This offering is expected to close for ticketing on Thursday, September 27, 2012 ------------------------------------------------------------------------------------------------------------------------------------------------ 1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan Stanley Smith Barney or the applicable issuer may close the deal prior to, or postpone, the Expected Pricing Date. Some terms are subject to change. Terms will be fixed on the pricing date for the investment.

Opportunities in U.S. Equities Leveraged Performance |_| Buffered PLUSSM based on the S[AND]P 500(R) Index (SPX) o Leveraged exposure to the S[AND]P 500(R) Index up to the maximum payment at maturity, with full downside exposure to the extent a decline in the o 90% of principal is at risk under the terms of the S[AND]P 500(R) Index exceeds the buffer amount at maturity Buffered PLUS Strategy o May be appropriate for investors who anticipate moderate o Full downside exposure to the S[AND]P 500(R) Index beyond the Overview appreciation of the S[AND]P 500(R) Index and are willing to forgo some upside buffer amount exposure compared to a PLUS without a buffer, in the form of less Risk o Appreciation potential is limited by the maximum payment leverage and/or a lower maximum payment at maturity, for limited Considerations at maturity protection against depreciation of the underlying index o Does not provide for current income; no interest payments The Buffered PLUS offered are senior unsecured obligations of Morgan Stanley, will pay no interest, provide a minimum payment at maturity of only 10% of the stated principal amount and have the terms described in the accompanying product supplement for PLUS, index supplement and prospectus, as supplemented or modified by the applicable pricing supplement. At maturity, if the underlying index has appreciated in value, investors will receive the stated principal amount of their investment plus upside performance of the underlying index, subject to the maximum payment at maturity. If the underlying index has depreciated in value, but the underlying index has not declined by more than the specified buffer amount, the Buffered PLUS will redeem for par. If the underlying index has declined by more than the buffer amount, investors will lose 1% for every 1% decline beyond the specified buffer amount, subject to the minimum payment at maturity. Investors may lose up to 90% of the stated principal amount of the Buffered PLUS. The Buffered PLUS are for investors who seek an equity index-based return and who are willing to risk their principal and forgo current income and upside above the maximum payment at maturity in exchange for the leverage and buffer features that in each case apply to a limited range of performance of underlying index. The Buffered PLUS are senior notes issued as part of Morgan Stanley's Series F Global Medium-Term Notes program. All payments on the Buffered PLUS are subject to the credit risk of Morgan Stanley. ------------------------------------------------------------------------------------------------------------------------------------------------ Issuer Morgan Stanley ------------------------------------------------------------------------------------------------------------------------------------------------ Underlying Index S[AND]P 500(R) Index (SPX) ------------------------------------------------------------------------------------------------------------------------------------------------ Maturity Date September , 2014 (approximately 2 years) ------------------------------------------------------------------------------------------------------------------------------------------------ Leverage Factor 200% ------------------------------------------------------------------------------------------------------------------------------------------------ Buffer Amount 10% ------------------------------------------------------------------------------------------------------------------------------------------------ Payment at Maturity o If the Final Index Value is greater than the Initial Index Value: $10 + the Leveraged Upside Payment In no event will the Payment at Maturity exceed the Maximum Payment at Maturity. o If the Final Index Value is less than or equal to the Initial Index Value but has decreased from the Initial Index Value by an amount less than or equal to the Buffer Amount of 10%: $10 o If the Final Index Value is less than the Initial Index Value and has decreased from the Initial Index Value by an amount greater than the Buffer Amount of 10%: ($10 x the Index Performance Factor) + $1 This amount will be less than the Stated Principal Amount of $10. However, under no circumstances will the Payment at Maturity be less than $1 per Buffered PLUS. ------------------------------------------------------------------------------------------------------------------------------------------------ Leveraged Upside Payment $10 x Leverage Factor x Index Percent Increase ------------------------------------------------------------------------------------------------------------------------------------------------ Index Percent Increase (Final Index Value - Initial Index Value) / Initial Index Value ------------------------------------------------------------------------------------------------------------------------------------------------ Initial Index Value The closing value of the Underlying Index on the Pricing Date ------------------------------------------------------------------------------------------------------------------------------------------------ Final Index Value The closing value of the Underlying Index on the Valuation Date ------------------------------------------------------------------------------------------------------------------------------------------------ Valuation Date September , 2014, subject to postponement for non-index business days and certain market disruption events ------------------------------------------------------------------------------------------------------------------------------------------------ Index Performance Factor Final Index Value / Initial Index Value ------------------------------------------------------------------------------------------------------------------------------------------------ Maximum Payment at Maturity $12.10 to $12.50 per Buffered PLUS (121% to 125% of the Stated Principal Amount). The actual Maximum Payment at Maturity will be determined on the Pricing Date. ------------------------------------------------------------------------------------------------------------------------------------------------ Minimum Payment at Maturity $1 per Buffered PLUS (10% of the Stated Principal Amount) ------------------------------------------------------------------------------------------------------------------------------------------------ Issue Price/Stated Principal Amount $10 per Buffered PLUS ------------------------------------------------------------------------------------------------------------------------------------------------ Listing The Buffered PLUS will not be listed on any securities exchange. ------------------------------------------------------------------------------------------------------------------------------------------------ Expected Pricing Date3 This offering is expected to close for ticketing on Thursday, September 27, 2012 ------------------------------------------------------------------------------------------------------------------------------------------------ 1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan Stanley Smith Barney or the applicable issuer may close the deal prior to, or postpone, the Expected Pricing Date. Some terms are subject to change. Terms will be fixed on the pricing date for the investment.

[Information related to offerings to be issued by issuers that are not affiliated with Morgan Stanley has been redacted]

[Page left intentionally blank] Opportunities in International Equities Leveraged Performance |_| Uncapped Enhanced Trigger Jump Securities based on the EURO STOXX 50(R) Index (SX5E) o All principal is at risk under the terms of the Uncapped Enhanced Trigger Jump Securities o Opportunity to gain exposure to an international equity index and o Full downside exposure to the negative performance of the Strategy provide diversification of underlying asset class exposure underlying index if the underlying index declines in value by more Overview o Limited protection against loss and can potentially outperform the than 65% from the pricing date to the valuation date underlying index for a certain range of performance of the underlying Risk o Does not provide for current income; no interest payments index due to the fixed percentage if the final index value is above 65% Considerations o Risks associated with investments in securities linked to of the initial index value the value of foreign equity securities Uncapped Enhanced Trigger Jump Securities, which we refer to as the securities, will pay an amount in cash at maturity that may be greater than or less than the stated principal amount depending on the closing value of the underlying index on the valuation date. If the closing value of the underlying index is above 65% of the initial index value on the valuation date, you will receive, in addition to the principal amount, a return based on the greater of the index percent change and the specified fixed percentage. However, if the closing value of the underlying index is at or below 65% of the initial index value on the valuation date, the payment at maturity will be solely based on the index percent change and, therefore, you will be fully exposed to the negative performance of the underlying index as of the valuation date. The securities are for investors who seek a foreign equity index-based return and who are willing to risk their principal and forgo current income in exchange for the potential of receiving at least the fixed percentage return if the final index value is above the specified downside threshold value. The payment at maturity may be less, and potentially significantly less, than the stated principal amount and could be zero. The securities are senior unsecured notes issued as part of Morgan Stanley's Series F Global Medium-Term Notes program. All payments on the securities are subject to the credit risk of Morgan Stanley. ------------------------------------------------------------------------------------------------------------------------------------------------ Issuer Morgan Stanley ------------------------------------------------------------------------------------------------------------------------------------------------ Underlying Index EURO STOXX 50(R) Index (SX5E) ------------------------------------------------------------------------------------------------------------------------------------------------ Maturity Date September , 2015 (approximately 3 years) ------------------------------------------------------------------------------------------------------------------------------------------------ Payment at Maturity $10 + Index Return Amount. This payment may be greater than or less than the Stated Principal Amount. ------------------------------------------------------------------------------------------------------------------------------------------------ Index Return Amount o If the Final Index Value is above the Downside Threshold Value, the Index Return Amount will equal: $10 x [the greater of (i) the Index Percent Change and (ii) the Fixed Percentage] o If the Final Index Value is at or below the Downside Threshold Value, the Index Return Amount will equal: $10 x the Index Percent Change In this scenario, the Payment at Maturity will be equal to or less than $6.50 per Stated Principal Amount of securities and could be zero. There is no minimum payment at maturity on the securities. ------------------------------------------------------------------------------------------------------------------------------------------------ Fixed Percentage 15% to 20%. The actual Fixed Percentage will be determined on the Pricing Date. ------------------------------------------------------------------------------------------------------------------------------------------------ Index Percent Change (Final Index Value - Initial Index Value) / Initial Index Value ------------------------------------------------------------------------------------------------------------------------------------------------ Downside Threshold Value 65% of the Initial Index Value ------------------------------------------------------------------------------------------------------------------------------------------------ Maximum Payment at Maturity There is no maximum payment at maturity. ------------------------------------------------------------------------------------------------------------------------------------------------ Initial Index Value The index closing value on the Pricing Date ------------------------------------------------------------------------------------------------------------------------------------------------ Final Index Value The index closing value on the Valuation Date ------------------------------------------------------------------------------------------------------------------------------------------------ Valuation Date September , 2015, subject to adjustment for non-index business days and certain market disruption events ------------------------------------------------------------------------------------------------------------------------------------------------ Issue Price/Stated Principal Amount $10 per security ------------------------------------------------------------------------------------------------------------------------------------------------ Listing The securities will not be listed on any securities exchange. ------------------------------------------------------------------------------------------------------------------------------------------------ Expected Pricing Date4 This offering is expected to close for ticketing on Thursday, September 27, 2012 ------------------------------------------------------------------------------------------------------------------------------------------------ 1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan Stanley Smith Barney or the applicable issuer may close the deal prior to, or postpone, the Expected Pricing Date. Some terms are subject to change. Terms will be fixed on the pricing date for the investment.

Opportunities in U.S. Equities Leveraged Performance |_| Uncapped Enhanced Trigger Jump Securities based on the S[AND]P 500(R) Index (SPX) o Opportunity to gain exposure to a U.S. equity index and provide o All principal is at risk under the terms of the Uncapped diversification of underlying asset class exposure Enhanced Trigger Jump Securities Strategy o Limited protection against loss and can potentially outperform the o Full downside exposure to the negative performance of the Overview underlying index for a certain range of performance of the underlying Risk underlying index if the underlying index declines in value by more index due to the fixed percentage if the final index value is above 65% Considerations than 65% from the pricing date to the valuation date of the initial index value o Does not provide for current income; no interest payments Uncapped Enhanced Trigger Jump Securities, which we refer to as the securities, will pay an amount in cash at maturity that may be greater than or less than the stated principal amount depending on the closing value of the underlying index on the valuation date. If the closing value of the underlying index is above 65% of the initial index value on the valuation date, you will receive, in addition to the principal amount, a return based on the greater of the index percent change and the specified fixed percentage. However, if the closing value of the underlying index is at or below 65% of the initial index value on the valuation date, the payment at maturity will be solely based on the index percent change and, therefore, you will be fully exposed to the negative performance of the underlying index as of the valuation date. The securities are for investors who seek an equity index-based return and who are willing to risk their principal and forgo current income in exchange for the potential of receiving at least the fixed percentage return if the final index value is above the specified downside threshold value. The payment at maturity may be less, and potentially significantly less, than the stated principal amount and could be zero. The securities are senior unsecured notes issued as part of Morgan Stanley's Series F Global Medium-Term Notes program. All payments on the securities are subject to the credit risk of Morgan Stanley. ------------------------------------------------------------------------------------------------------------------------------------------------ Issuer Morgan Stanley ------------------------------------------------------------------------------------------------------------------------------------------------ Underlying Index S[AND]P 500(R) Index (SPX) ------------------------------------------------------------------------------------------------------------------------------------------------ Maturity Date September , 2017 (approximately 5 years) ------------------------------------------------------------------------------------------------------------------------------------------------ Payment at Maturity $10 + Index Return Amount. This payment may be greater than or less than the Stated Principal Amount. ------------------------------------------------------------------------------------------------------------------------------------------------ Index Return Amount o If the Final Index Value is above the Downside Threshold Value, the Index Return Amount will equal: $10 x [the greater of (i) the Index Percent Change and (ii) the Fixed Percentage] o If the Final Index Value is at or below the Downside Threshold Value, the Index Return Amount will equal: $10 x the Index Percent Change In this scenario, the Payment at Maturity will be equal to or less than $6.50 per Stated Principal Amount of securities and could be zero. There is no minimum payment at maturity on the securities. ------------------------------------------------------------------------------------------------------------------------------------------------ Fixed Percentage 38% to 43%. The actual Fixed Percentage will be determined on the Pricing Date. ------------------------------------------------------------------------------------------------------------------------------------------------ Index Percent Change (Final Index Value - Initial Index Value) / Initial Index Value ------------------------------------------------------------------------------------------------------------------------------------------------ Downside Threshold Value 65% of the Initial Index Value ------------------------------------------------------------------------------------------------------------------------------------------------ Maximum Payment at Maturity There is no maximum payment at maturity. ------------------------------------------------------------------------------------------------------------------------------------------------ Initial Index Value The index closing value on the Pricing Date ------------------------------------------------------------------------------------------------------------------------------------------------ Final Index Value The index closing value on the Valuation Date ------------------------------------------------------------------------------------------------------------------------------------------------ Valuation Date September , 2017, subject to adjustment for non-index business days and certain market disruption events ------------------------------------------------------------------------------------------------------------------------------------------------ Issue Price/Stated Principal Amount $10 per security ------------------------------------------------------------------------------------------------------------------------------------------------ Listing The securities will not be listed on any securities exchange. ------------------------------------------------------------------------------------------------------------------------------------------------ Expected Pricing Date5 This offering is expected to close for ticketing on Thursday, September 27, 2012 ------------------------------------------------------------------------------------------------------------------------------------------------ 1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan Stanley Smith Barney or the applicable issuer may close the deal prior to, or postpone, the Expected Pricing Date. Some terms are subject to change. Terms will be fixed on the pricing date for the investment.

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Selected Risks [AND] Considerations An investment in Structured Investments involves a variety of risks. Structured Investments may be linked to a wide variety of underlying assets, and each underlying asset will have its own unique set of risks and considerations. For example, some underlying assets have significantly higher volatility than others. Before you invest in any Structured Investment, you should thoroughly review the relevant prospectus and related offering materials for a comprehensive description of the risks associated with the Structured Investment, including the risks related to the underlying asset(s) to which the Structured Investment is linked. The following are general risks applicable to most types of Structured Investments: Issuer Credit Risk All payments on Structured Investments are subject to the credit risk of the applicable issuer. Any payments of interest or payments at maturity on a Structured Investment are subject to the credit risk of the applicable issuer and the issuer's credit ratings and credit spreads may adversely affect the market value of the Structured Investment. Investors are dependent on the applicable issuer's ability to pay periodic interest payments, if any, and all amounts due on the Structured Investment at maturity and therefore investors are subject to the credit risk of the applicable issuer and to changes in the market's view of the applicable issuer's credit risk. If the applicable issuer defaults on its obligations under the Structured Investment, the investor's investment would be at risk and an investor could lose some or all of its investment. Any decline in the applicable issuer's credit ratings or increase in the credit spreads charged by the market for taking credit risk of the issuer is likely to adversely affect the value of the Structured Investment. Furthermore, unless issued as market-linked certificate of deposit, Structured Investments 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. Market Risk The price at which a particular Structured Investment may be sold prior to maturity will depend on a number of factors and may be substantially less than the amount for which they were originally purchased. Some of these factors include, but are not limited to: (i) changes in the level of the underlying asset or reference index, (ii) volatility of the underlying asset or reference index, (iii) changes in interest rates, (iv) any actual or anticipated changes in the credit ratings of the applicable issuer or credit spreads charged by the market for taking the issuer's credit risk and (v) the time remaining to maturity. In addition, we expect that the secondary market prices of a Structured Investment will be adversely affected by the fact that the issue price of the securities includes the agent's commissions and expected profit. You may receive less, and possibly significantly less, than the stated principal amount if you sell your investments prior to maturity. Liquidity Risk There may be little or no secondary market for a particular Structured Investment and you should be prepared to hold your investments until maturity. If the applicable pricing supplement so specifies, we may apply to list a particular Structured Investment on a securities exchange, but it is not possible to predict whether any Structured Investment will meet the listing requirements of that particular exchange, or if listed, whether any secondary market will exist. Therefore, there may be little or no secondary market for Structured Investments. Issuers may, but are not obligated to, make a market in the Structured Investments. Even if there is a secondary market for a particular Structured Investment, it may not provide enough liquidity to allow you to trade or sell your Structured Investment easily. Because it is not expected that other broker-dealers will participate significantly in the secondary market for Structured Investments, the price at which you may be able to trade a Structured Investment is likely to depend on the price, if any, at which Morgan Stanley Smith Barney or another broker-dealer affiliated with the particular issuer of the security is willing to transact. If at any time Morgan Stanley Smith Barney or any other broker dealer were not to make a market in Structured Investments, it is likely that there would be no secondary market for Structured Investments. Past Performance Not Indicative of Future Results The historical performance of an underlying asset or reference index is not an indication of future performance. Historical performance of an underlying asset or reference index to which a specific Structured Investment is linked should not be taken as an indication of the future performance of the underlying asset or reference index during the term of the Structured Investment. Changes in the levels of the underlying asset or reference index will affect the trading price of the Structured Investment, but it is impossible to predict whether such levels will rise or fall.

Conflicts of Interest The applicable issuer, its affiliates, Morgan Stanley Smith Barney and/or its affiliates may be market participants. The applicable issuer, one or more of its affiliates or Morgan Stanley Smith Barney or its affiliates may, currently or in the future, publish research reports with respect to movements in the underlying asset to which any specific Structured Investment is linked. Such research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding a specific Structured Investment or Structured Investments generally. Any of these activities could affect the market value of a specific Structured Investment or Structured Investments generally. In most Structured Investments, an affiliate of Morgan Stanley or the applicable issuer is designated to act as calculation agent to calculate the periodic interest or payment at maturity due on the Structured Investment. Any determinations made by the calculation agent may affect the payout to investors. Hedging [AND] Trading Activity Hedging and trading activity by the issuer and its subsidiaries and affiliates could potentially adversely affect the value of the Structured Investments. We expect that the calculation agent and its affiliates for a particular Structured Investment will carry out hedging activities related to that Structured Investment, including trading in the underlying asset, as well as in other instruments related to the underlying asset. The issuer's subsidiaries and affiliates may also trade in the underlying asset and other instruments related to the underlying asset 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 and during the term of the Structured Investment could adversely affect the value of the underlying asset, and, accordingly, the payout to investors. Commissions [AND] Hedging Profits The inclusion of commissions and projected profit from hedging in the original issue price is likely to adversely affect secondary market prices of Structured Investments. Assuming no change in market conditions or any other relevant factors, the price, if any, at which any dealer is willing to purchase Structured Investments in secondary market transactions will likely be lower than the original issue price, since the original issue price includes, and secondary market prices are likely to exclude, commissions paid with respect to the Structured Investments, as well as the cost of hedging the applicable issuer's obligations under the Structured Investments. The cost of hedging includes the projected profit that the calculation agent and its affiliates may realize in consideration for assuming the risks inherent in managing the hedging transactions. In addition, any secondary market prices may differ from values determined by pricing models used by the dealer as a result of dealer discounts, mark-ups or other transaction costs. With respect to any MLD offering, you can only count on FDIC insurance to cover the deposit amount of each MLD and, if applicable, the minimum index interest. In the event that FDIC insurance payments become necessary for the MLDs prior to the maturity date, the FDIC is only required to pay the Deposit Amount of the MLDs together with any accrued minimum index interest, if any, as prescribed by law, and subject to the applicable FDIC insurance limits. FDIC insurance is not available for any index interest if the applicable issuer fails prior to the maturity date, in the case of the MLDs. FDIC insurance is also not available for any secondary market premium paid by a depositor above the principal amount of an MLD. Except to the extent insured by the FDIC, the MLDs are not otherwise insured by any governmental agency or instrumentality or any other person.

IMPORTANT INFORMATION AND QUALIFICATIONS: The information provided herein was prepared by sales, trading or other non-research personnel of Morgan Stanley Smith Barney LLC, and is not a product of the Research Departments of Morgan Stanley Smith Barney, Morgan Stanley [AND] Co. LLC, or Citigroup Global Markets Inc. We remind investors that these investments are subject to market risk and will fluctuate in value. The investments discussed or recommended in this communication may be unsuitable for investors depending upon their specific investment objectives and financial position. No representation or warranty is made that any returns indicated will be achieved. Potential investors should be aware that certain legal, accounting and tax restrictions, margin requirements, commissions and other transaction costs may significantly affect the economic consequences of the transactions discussed herein. 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