FWP 1 dp40762_fwp-ps1070.htm FORM FWP
 
 




Knock-Out Notes Based on the Price of Palladium due October 2, 2014
Principal at Risk Securities

Free Writing Prospectus
Filed pursuant to Rule 433 Registration Statement No. 333-178081 September 17,
2013

PAYOFF DIAGRAM

KEY TERMS                                                Palladium Return 4.95% 15%
Issuer                         Morgan Stanley
Underlying Commodity           Palladium
Contingent Minimum Return      4.95%
Payment at Maturity            If a Knock-Out Event HAS NOT occurred, you will receive a cash Payment at Maturity per security equal
 to
                               $1,000 plus a return equal to $1,000 times the greater of (i) the Contingent Minimum Return and (ii)
 the
                               Palladium Return, subject to the Maximum Payment at Maturity.
                               If a Knock-Out Event HAS occurred, you will receive a cash Payment at Maturity that will reflect the
                               percentage depreciation in the Palladium Price on a 1 to 1 basis. Under these circumstances, your
 Payment
                               at Maturity per $1,000 principal amount security will be calculated as follows:
                               $1,000 + ($1,000 x Palladium Return)
                               If a knock-Out Event occurs, the Palladium Return will be less than -20% and, therefore, you will
 lose
                               more than 20%, and possibly all, of your investment. There is no minimum Payment at Maturity.
Knock-Out Event                A Knock-Out Event occurs if the Final Palladium Price has decreased, as compared to the Initial
 Palladium
                               Price, by more than the Knock-Out Buffer Amount of 20%. Therefore, a Knock-Out Event will occur if
 the
                               Final Palladium Price is less than the Knock-Out Level.
Palladium Return               (Final Palladium Price -- Initial Palladium Price) / Initial Palladium Price
Initial Palladium Price        The Palladium Price on the Pricing Date
Knock-Out Level:               80% of the Initial Palladium Price
Knock-Out Buffer Amount        20%
Maximum Payment at Maturity:   $1,150 per security (115% of the stated principal amount)
Palladium Price                On any day, the afternoon platinum fixing price per troy ounce fross of platinum for delivery in
 Zurich through
                               a member of the London Platinum and Palladium Market ("LPPM") authorized to effect such delivery,
 stated
                               in U.S. dollars, as calculated and published by the LPPM on such date.
Final Palladium Price          The arithmetic average of the Palladium Prices on each of the five Averaging Dates
Averaging Dates                September 23, 2014, September 24, 2014, September 25, 2014, September 26, 2014 and September 29,
                               2014, subject to postponement for non-trading days and certain market disruption events
Maturity Date                  October 2, 2014, subject to postponement for non-trading days and certain market disruption events
Listing                        The securities will not be listed on any securities exchange
Estimated value on the Pricing Approximately $975.80 per security, or within $10.00 of that estimate. See "Summary of Pricing
Date:                          Supplement" in the accompanying preliminary pricing supplement.
CUSIP / ISIN                   61762GAF1 / US61762GAF19


The securities are for investors who seek a palladium-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 potential of receiving at least
the Contingent Minimum Return if the price of palladium has not declined by
more than 20%. If the Final Palladium Price has not declined, as compared to
the Initial Palladium Price, by more than 20%, investors will receive, in
addition to the principal amount, a return that is the greater of (a) the
Contingent Minimum Return of at least 4.95% and (b) the Palladium Return at
maturity, subject to the Maximum Payment at Maturity. If the Final Palladium
Price has declined by more than 20% from the Initial Palladium Price, the
Payment at Maturity will be solely based on the Palladium Return and you will
be exposed on a 1 to 1 basis to the negative performance of the price of
palladium over the term of the securities. The Payment at Maturity may be less,
and potentially significantly less, than the stated principal amount of the
securities and could be zero.

Unsecured obligations of Morgan Stanley maturing October 2, 2014. Minimum
purchase amount of $10,000 and minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof.

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.

The securities are expected to price on or about September 20, 2013 and are
expected to settle on or about September 25, 2013.

J.P. Morgan Securities LLC, acting as dealer, will receive from Morgan Stanley
and Co. LLC, the agent, a fixed sales commission of 1% for each security it
sells. In addition, JPMorgan Chase Bank, N.A. will purchase securities from
Morgan Stanley and Co. LLC for sales to certain fiduciary accounts at a purchase
price to such accounts of 99% of the stated principal amount per security and
will forgo any sales commission with respect to such sales.

HYPOTHETICAL RETURNS ON THE SECURITIES AT MATURITY Assuming an Initial
Palladium Price of $700. The actual Initial Palladium Price will be determined
on the Pricing Date.

Final Palladium                  Payment on the Return on
    Price       Palladium Return   Securities   Securities
--------------- ---------------- ============== ==========
  $1,400.00        100.00%         $1,150.00     15.00%
                                 -------------- ----------
  $1,260.00         80.00%         $1,150.00     15.00%
                                 -------------- ----------
  $1,120.00         60.00%         $1,150.00     15.00%
                                 -------------- ----------
  $980.00           40.00%         $1,150.00     15.00%
                                 -------------- ----------
  $840.00           20.00%         $1,150.00     15.00%
                                 -------------- ----------
   $805.00          15.00%         $1,150.00     15.00%
   $770.00          10.00%         $1,100.00     10.00%
   $735.00          5.00%          $1,050.00     5.00%
                                 ============== ----------
   $734.65          4.95%          $1,049.50     4.95%
                                 ============== ----------
   $700.00          0.00%          $1,049.50     4.95%
                                 ============== ----------
   $665.00          -5.00%         $1,049.50     4.95%
                                 ============== ----------
   $630.00         -10.00%         $1,049.50     4.95%
                                 ============== ----------
   $560.00         -20.00%         $1,049.50     4.95%
                                 -------------- ==========
   $553.00         -21.00%          $790.00     -21.00%
                                 -------------- ==========
  $420.00          -40.00%          $600.00     -40.00%
                                 -------------- ==========
  $280.00          -60.00%          $400.00     -60.00%
                                 -------------- ==========
   $140.00         -80.00%          $200.00     -80.00%
                                 -------------- ==========
     $0            -100.00%           $0        -100.00%
--------------- ---------------- -------------- ----------


The hypothetical returns set forth above are for illustrative purposes only and
may not be the actual total returns applicable to a purchaser of the
securities.

KEY RISKS / CONSIDERATIONS
[] The securities do not guarantee any return of principal and do not pay any
interest.  You may lose some or all of your investment.
[] The appreciation potential of the securities is limited by the maximum
Payment at Maturity
[] Risks associated with an investment linked exclusively to the price of
platinum, a single physical precious metal commodity
[] The securities are subject to the credit risk of Morgan Stanley
[] The amount payable on the securities is not linked to the commodity price at
any time other than the averaging dates
[] Investing in the securities is not equivalent to investing in the underlying
commodity or in futures contracts or forward contracts on the underlying
commodity
[] Legal and regulatory changes could adversely affect the return on and value
of the securities
[] The securities will not be listed on any securities exchange and secondary
trading may be limited
[] Additional risk factors can be found in the accompanying preliminary pricing
supplement and the following pages of this document 1

You should read this document together with the accompanying preliminary
pricing supplement describing the offering, including the overview of the
underlying commodity and its historical performance, before you decide to
invest.


 

 
 




Knock-Out Notes Based on the Price of Palladium due October 2, 2014
Principal at Risk Securities

Risk Factors

An investment in the securities involves significant risks. Investing in the
securities is not equivalent to investing directly in platinum. These risks are
explained in more detail in the "Risk Factors" section of the accompanying
preliminary pricing supplement. We also urge you to consult your investment,
legal, tax, accounting and other advisers in connection with your investment in
the securities.

[]THE SECURITIES DO NOT PAY INTEREST OR GUARANTEE A RETURN OF ANY PRINCIPAL AT
MATURITY--  The terms of the securities differ from those of ordinary debt
securities in that we do not guarantee to pay you the principal amount of the
securities at maturity and do not pay you interest on the securities. If a
Knock-Out Event occurs, meaning the Final Palladium Price has declined from the
Initial Palladium Price by more than the Knock-Out Buffer Amount of 20%, you
will be fully exposed to any depreciation in the price of platinum. If a
Knock-Out Event has occurred, because the Palladium Return will be less than
-20%  in this scenario, the Payment at Maturity on each security will be less
than 80% of the stated principal amount of the securities. There is no minimum
Payment at Maturity and consequently, the entire principal amount of your
investment is at risk.
[] YOU WILL LOSE THE BENEFIT OF THE CONTINGENT MINIMUM RETURN IF A KNOCK-OUT
EVENT OCCURS -- If a Knock-Out Event occurs, the Payment at Maturity will be
limited to the performance of the price of platinum and you will lose the
benefit of the Contingent Minimum Return. As a result, you will be exposed on a
1 to 1 basis to any decline in the price of platinum.
[] YOUR APPRECIATION POTENTIAL IS LIMITED -- The appreciation potential of the
securities will be limited by the Maximum Payment at Maturity. The Payment at
Maturity will never exceed the Maximum Payment at Maturity even if the Final
Palladium Price is substantially greater than the Initial Palladium Price.
[] 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. 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.
[] MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE SECURITIES --
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 Morgan Stanley
and Co.  LLC, which we refer to as MS and Co. , may be willing to purchase or sell
the securities in the secondary market. We expect that generally the Palladium
Price on any day will affect the value of the securities more than any other
single factor. However, because the payout on the securities is not directly
correlated to the Palladium Price, the securities will trade differently from
platinum. Other factors that may influence the value of the securities include:
[] the market price of platinum and futures contracts on platinum, including in
relation to the Knock-Out Buffer Amount, and the volatility (frequency and
magnitude of changes in value) of such prices; [] trends of supply and demand
for platinum generally; [] interest and yield rates in the market generally; []
geopolitical conditions and economic, financial, political, regulatory or
judicial events that affect platinum or commodities markets generally and which
may affect the Palladium Price; [] the time remaining until the maturity of the
securities; and [] 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 are able to sell your securities prior to maturity. For example, you may
have to sell your securities at a substantial loss if the price of platinum has
declined and especially if a Knock-Out Event is likely to occur in light of the
then-current Palladium Price.
You cannot predict the future prices of platinum based on its historical
prices. The Palladium Price may decrease by more than the Knock-Out Buffer
Amount such that you will be exposed on a 1 to 1 basis to any decline in the
price of platinum and, as a result, you may lose some or all of your investment
at maturity. There can be no assurance that the Final Palladium Price will
increase or that a Knock-Out Event will not occur so that you do not suffer a
loss on your initial investment in the securities.
[] THE RETURN ON THE SECURITIES IS LINKED TO A SINGLE COMMODITY, AND THE PRICE
OF PLATINUM MAY CHANGE UNPREDICTABLY AND AFFECT THE VALUE OF THE SECURITIES IN
UNFORESEEABLE WAYS -- Investments, such as the securities, linked to the price
of a single commodity, such as platinum, are subject to sharp fluctuations in
the prices of the commodity over short periods of time for a variety of
factors.
The price of palladium has fluctuated widely over the past several years.
Because the palladium supply is both limited and concentrated, any disruptions
in the supply of palladium tend to have a disproportionate effect on the price
of palladium.  Key factors that may influence prices are the mining policies
and production costs in the most important palladium-producing  countries, in
particular, Russia, South Africa, the United States and Canada (which together
account for over 90% of production), the size and availability of palladium
stockpiles, global supply and demand as well as the level of economic activity
of the main consuming countries.  Investments in exchange-traded  notes and
funds linked to the price of palladium may also have an impact on palladium
prices.  The possibility of large-scale  distress sales of palladium in times
of crisis may also have a short-term negative impact on the price of palladium.
 For example, the 2008 financial crisis resulted in significantly depressed
prices of palladium largely due to sales from institutional investors such as
hedge funds and pension funds.  Palladium is used in a variety of industries,
in particular the automotive industry.  Demand for palladium from the
automotive industry, which uses palladium in catalytic converters, accounts for
more than 50% of the industrial use of palladium, and a decline in the global
automotive industry may impact the price of palladium.  Palladium is also used
in the electronics, dental and jewelry industries. The price of palladium may
be, and has recently been, volatile, and we can give you no assurance that the
volatility will lessen.
[] SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE
WITH, THE PRICES OF COMMODITIES GENERALLY -- The Payment at Maturity on the
securities is linked exclusively to the price of platinum and not to a diverse
basket of commodities or a broad-based  commodity index. The price of platinum
may not correlate to the price of commodities generally and may diverge
significantly from the prices of commodities generally. Because the securities
are linked to the price of a single commodity, they carry greater risk and may
be more volatile than a security linked to the prices of multiple commodities
or a broad-based  commodity index.  The price of platinum may be, and has
recently been, volatile, and we can give you no assurance that the volatility
will lessen.
[] THE AMOUNT PAYABLE ON THE SECURITIES IS NOT LINKED TO THE PRICE OF PLATINUM
AT ANY TIME OTHER THAN THE AVERAGING DATES  -- The Final Palladium Price will
be based on the Palladium Price on the five Averaging Dates, subject to
adjustment for non-trading  days and certain market disruption events. Even if
platinum appreciates prior to the Averaging Dates but then drops by the
Averaging Dates, the Payment at Maturity may be less, and may be significantly
less, than it would have been had the Payment at Maturity been linked to the
Palladium Price prior to such drop. Although the actual Palladium Price on the
stated Maturity Date or at other times during the term of the securities may be
higher than the Final Palladium Price, the Payment at Maturity will be based
solely on the Palladium Price on the Averaging Dates.

2

 

 
 




Knock-Out Notes Based on the Price of Palladium due October 2, 2014
Principal at Risk Securities

Risk Factors

[] THE SECURITIES WILL NOT BE LISTED AND SECONDARY TRADING MAY BE LIMITED --
The securities will not be listed on any securities exchange. Therefore, there
may be little or no secondary market for the securities. MS and 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 and Co.  is
willing to transact. If, at any time, MS and 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.
[] HEDGING AND TRADING ACTIVITY BY OUR SUBSIDIARIES COULD POTENTIALLY ADVERSELY
AFFECT THE VALUE OF THE SECURITIES -- One or more of our subsidiaries and/or
third-party  dealers expect to carry out hedging activities related to the
securities (and possibly to other instruments linked to the price of platinum),
including trading in related futures, forwards and/or options contracts as well
as in other instruments related to platinum. Some of our subsidiaries also
trade platinum and other financial instruments related to platinum on a regular
basis as part of their general broker-dealer, commodity trading, proprietary
trading and other businesses. Any of these hedging or trading activities on or
prior to the Pricing Date could increase the Initial Palladium Price and, as a
result, could increase the level above which the Palladium Price must be on the
Averaging Dates so that you do not suffer a loss on your initial investment in
the securities. Additionally, such hedging or trading activities during the
term of the securities could potentially affect the Palladium Price, including
the Palladium Price on the Averaging Dates, and whether a Knock-Out Event
occurs, and, accordingly, the amount of cash, if any, you will receive upon a
sale of the securities or at 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 and 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 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 and Co.  may buy or
sell the securities in the secondary market, absent changes in market
conditions, including those related to the Underlying Commodity, 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 and 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 "Many economic and
market factors will impact the value of the securities" above.
[] THE OFFERING OF THE SECURITIES MAY BE TERMINATED BEFORE THE PRICING DATE --
If we determine prior to pricing that it is not reasonable to treat your
purchase and ownership of the securities as an "open transaction" for U. S.
federal income tax purposes, the offering of the securities will be terminated.

[] THE CALCULATION AGENT, WHICH IS A SUBSIDIARY OF THE ISSUER, WILL MAKE
DETERMINATIONS WITH RESPECT TO THE SECURITIES -- As calculation agent, MSCG
will determine the Initial Palladium price, the Final Palladium Price and
whether a Knock-Out Event or a market disruption event has occurred, and will
calculate the amount of cash you will receive at maturity, if any. Any of these
determinations made by MSCG in its capacity as calculation agent, including
with respect to the occurrence or non-occurrence  of market disruption events
or calculation of the Palladium Price in the event of a market disruption
event, may adversely affect the payout to you at maturity. In addition, MS and
Co.  has determined the estimated value of the securities on the Pricing Date.

[] LEGAL AND REGULATORY CHANGES COULD ADVERSELY AFFECT THE RETURN ON AND VALUE
OF YOUR SECURITIES -- Futures contracts and options on futures contracts,
including those related to the underlying commodity, are subject to extensive
statutes, regulations, and margin requirements. The Commodity Futures Trading
Commission, commonly referred to as the "CFTC," and the exchanges on which such
futures contracts trade are authorized to take extraordinary actions in the
event of a market emergency, including, for example, the retroactive
implementation of speculative position limits or higher margin requirements,
the establishment of daily limits and the suspension of trading. Furthermore,
certain exchanges have regulations that limit the amount of fluctuations in
futures contract prices that may occur during a single five-minute  trading
period. These limits could adversely affect the market prices of relevant
futures and options contracts and forward contracts. The regulation of
commodity transactions in the U. S.  is subject to ongoing modification by
government and judicial action. In addition, various non-U.   S.  governments
have expressed concern regarding the disruptive effects of speculative trading
in the commodity markets and the need to regulate the derivative markets in
general. The effect on the value of the securities of any future regulatory
change is impossible to predict, but could be substantial and adverse to the
interests of holders of the securities.
For example, the Dodd-Frank Act, which was enacted on July 21, 2010, requires
the CFTC to establish limits on the amount of positions that may be held by any
person in futures contracts on a commodity, options on such futures contracts
and swaps that are economically equivalent to such contracts. The CFTC adopted
interim and final position limits that would have applied to a party's combined
futures, options and swaps position in any one of 28 physical commodities and
economically equivalent futures, options and swaps. These limits would have,
among other things, expanded existing position limits applicable to options and
futures contracts to apply to swaps and applied them across affiliated and
controlled entities and accounts. The CFTC's position limit rules were due to
take effect on October 12, 2012, but the U. S.  District Court for the District
of Columbia vacated the position limit rules and remanded them to the CFTC. The
CFTC has appealed the court's decision.  If position limit rules are ultimately
upheld in an appeal or if substantially similar rules are adopted and
implemented by the CFTC, such rules could interfere with our ability to enter
into or maintain hedge positions in instruments subject to the limits, and
consequently, we may need to decide, or be forced, to sell a portion, possibly
a substantial portion, of our hedge position in the underlying commodity or
futures contracts on the underlying commodity or related contracts. Similarly,
other market participants would be subject to the same regulatory issues and
could decide, or be required to, sell their positions in the underlying
commodity or futures contracts on the underlying commodity or related
contracts. While the effect of these or other regulatory developments are
difficult to predict, if this broad market selling were to occur, it would
likely lead to declines, possibly significant declines, in the price of the
underlying commodity or futures contracts on the underlying commodity and
therefore, the value of the securities.

3

 

 
 




Knock-Out Notes Based on the Price of Palladium due October 2, 2014
Principal at Risk Securities

Risk Factors

[] INVESTING IN THE SECURITIES IS NOT EQUIVALENT TO INVESTING IN FUTURES
CONTRACTS OR IN FORWARD CONTRACTS ON PLATINUM -- Investing in the securities is
not equivalent to investing in platinum or in futures contracts or in forward
contracts on platinum. By purchasing the securities, you do not purchase any
entitlement to platinum, or futures contracts or forward contracts on platinum.
Further, by purchasing the securities, you are taking credit risk of Morgan
Stanley and not to any counter-party to futures contracts or forward contracts
on platinum.
[] SUSPENSION OR DISRUPTION OF MARKET TRADING IN COMMODITY AND RELATED FUTURES
MARKETS MAY ADVERSELY AFFECT THE VALUE OF THE SECURITIES -- The commodity
markets are subject to temporary distortions or other disruptions due to
various factors, including the lack of liquidity in the markets, the
participation of speculators and government regulation and intervention. In
addition, U.S. futures exchanges and some foreign exchanges have regulations
that limit the amount of fluctuation in futures contract prices which may occur
during a single business day. These limits are generally referred to as "daily
price fluctuation limits" and the maximum or minimum price of a contract on any
given day as a result of these limits is referred to as a "limit price." Once
the limit price has been reached in a particular contract, no trades may be
made at a different price. Limit prices have the effect of precluding trading
in a particular contract or forcing the liquidation of contracts at
disadvantageous times or prices. These circumstances could adversely affect the
value of the underlying commodity and, therefore, the value of the securities.

[] THERE ARE RISKS RELATING TO TRADING OF COMMODITIES ON THE LONDON PLATINUM
AND PALLADIUM MARKET -- Palladium is traded on the London Platinum and
Palladium Market, which we refer to as the LPPM. The price of platinum will be
determined by reference to the fixing price reported by the LPPM. The LPPM is a
self-regulatory association of bullion market participants. Although all
market-making members of the LPPM are supervised by the Bank of England and are
required to satisfy a capital adequacy test, the LPPM itself is not a regulated
entity. If the LPPM should cease operations, or if bullion trading should
become subject to a value added tax or other tax or any other form of
regulation currently not in place, the role of LPPM price fixings as a global
benchmark for the value of platinum may be adversely affected. The LPPM is a
principals' market which operates in a manner more closely analogous to
over-the-counter physical commodity markets than regulated futures markets, and
certain features of U.S. futures contracts are not present in the context of
LPPM trading. For example, there are no daily price limits on the LPPM, which
would otherwise restrict fluctuations in the prices of LPPM contracts. In a
declining market, it is possible that prices would continue to decline without
limitation within a trading day or over a period of trading days.
[] UNITED STATES FEDERAL TAX CONSEQUENCES -- Please read the discussion of
United States federal tax consequences, and any related risk factors, in the
preliminary pricing supplement describing the terms of the securities.

 You can review a graph setting forth the historical performance of the
underlying commodity in the preliminary pricing supplement describing the terms
of the securities. You cannot predict the future performance of platinum based
on its historical performance.
 Important Information

The issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates.  Before you invest,
you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete information about
the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer  participating in the offering will arrange to send
you the prospectus if you request it by calling toll-free 1-800-584-6837.
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.

The information provided herein was prepared by sales, trading, or other
non-research personnel of one of the following: Morgan Stanley and Co. LLC,
Morgan Stanley and Co. International PLC, Morgan Stanley MUFG Securities Co.,
Ltd, Morgan Stanley  Capital Group Inc. and/or Morgan Stanley Asia Limited
(together with their affiliates, hereinafter "Morgan Stanley"), but is not a
product of Morgan Stanley's Equity Research or Fixed Income Research
Departments. This communication is a marketing communication and is not a
research report, though it may refer to a Morgan Stanley research report or the
views of a Morgan Stanley research analyst. We are not commenting on the
fundamentals of any companies mentioned. Unless indicated, all  views expressed
herein are the views of the author's and may differ from or conflict with those
of the Morgan Stanley Equity Research or Fixed Income Research Departments or
others in the Firm.

Morgan Stanley is not acting as a municipal advisor and the opinions or views
contained herein are not intended to be, and do not constitute, advice,
including within the meaning of Section 975 of the Dodd-Frank Wall Street
Reform and Consumer Protection Act.

This material is not (and should not be construed to be) investment advice (as
defined under ERISA or similar concepts under applicable law) from Morgan
Stanley with respect to an employee benefit plan or to any person acting as a
Fiduciary for an employee benefit plan, or as a primary basis for any
particular plan investment decision. These materials have been based upon
information generally available to the public from sources believed to be
reliable. No representation is given with respect to their accuracy or
completeness, and they may change without notice. Morgan Stanley on its own
behalf and on behalf of its affiliates disclaims any and all liability relating
to these materials, including, without limitation, any express or implied
representations or warranties for statements or errors contained in, or
omissions from, these materials. Morgan Stanley and others associated with it
may make markets or specialize in, have or may in the future enter into
principal or proprietary positions (long or short) in and effect transactions
in securities of companies or trading strategies mentioned or described herein
and may also perform or seek to perform investment banking, brokerage or other
services for those companies and may enter into transactions with them. We may
at any time modify or liquidate all or a portion of such positions and we are
under no obligation to contact you to disclose any such intention to modify or
liquidate or any such modification or liquidation. Morgan Stanley acts as
"prime broker" and lender for a number of hedge funds. As a result, Morgan
Stanley may indirectly benefit from increases in investments in hedge funds.
Unless stated otherwise, the material contained herein has not been based on a
consideration of any individual client circumstances and as such should not be
considered to be a personal recommendation. 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. Where an investment is denominated in a currency other than the
investor's currency, changes in rates of exchange may have an adverse effect on
the value, price of, or income derived from the investment. The performance
data quoted represents past performance. Past performance is not indicative of
future returns. No representation or warranty is made that any returns
indicated will be achieved. Certain assumptions may have been made in this
analysis which have resulted in any returns detailed herein. Transaction costs
(such as commissions) are not included in the calculation of returns. Changes
to the assumptions may have a material impact on any returns detailed.
Potential investors should be aware that certain legal, accounting and tax
restrictions, margin requirements, commissions and other transaction costs and
changes to the assumptions set forth herein may significantly affect the
economic consequences of the transactions discussed herein. The information and
analyses contained herein are not intended as tax, legal or investment advice
and may not be suitable for your specific circumstances. By submitting this
communication to you, Morgan Stanley is not advising you to take any particular
action based on the information, opinions or views contained herein, and
acceptance of such document will be deemed by you acceptance of these
conclusions. You should consult with your own municipal, financial, accounting
and legal advisors regarding the information, opinions or views contained in
this communication.