 |
November
2015
Preliminary
Terms No. 679
Registration
Statement No. 333-200365
Dated
November 24, 2015
Filed pursuant to
Rule 433
|
Structured
Investments
Opportunities in U.S. Equities
Enhanced Trigger
Jump Securities Based on the Value of the S&P 500® Index due December 5,
2018
Principal at Risk Securities
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 on the valuation date
is at or above 80% of the initial index value, which we refer to as the downside threshold value, 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,
subect to the maximum payment at maturity. However, if the closing value of the underlying index on the valuation date is below
80% of the initial index value, the payment at maturity will be based solely on the index percent change, and, therefore,
you will be fully exposed to the negative performance of the underlying index over the term of the securities, and you will lose
a significant portion or all of your initial investment. The securities 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 potential of receiving at least the fixed percentage return if the final index value is at or above the specified downside
threshold value. The payment at maturity may be significantly less than the stated principal amount and could be zero.
The securities are unsecured notes issued as part of Morgan Stanley’s Series F Global Medium-Term Notes program.
All payments are subject to the credit risk of Morgan Stanley.
If Morgan Stanley defaults on its obligations, you could lose some or all of your investment. These securities are not secured
obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or
assets.
| SUMMARY
TERMS |
|
| Issuer: |
Morgan Stanley |
| Aggregate principal amount: |
$ |
| Stated principal amount: |
$10 per security |
| Issue price: |
$10 per security (see “Commissions and issue price” below) |
| Pricing date: |
November 30, 2015 |
| Original issue date: |
December 3, 2015 (3 business days after the pricing date) |
| Maturity date: |
December 5, 2018 |
| Underlying index: |
S&P 500® Index |
| Payment at maturity: |
$10 + index return amount. This payment may be greater than or less
than the stated principal amount. |
| Index return amount: |
If the final index value
is at or 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]
In no event will the
payment at maturity exceed the maximum payment at maturity.
If the final index value
is 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 less than $8.00 per stated principal amount of securities and could be zero. There is no minimum
payment at maturity on the securities, and investors may lose their entire investment.
|
| Fixed percentage: |
7.80% |
| Index percent change: |
(final index value – initial index value) / initial index value |
| Initial index value: |
, which
is the index closing value on the pricing date |
| Final index value: |
The index closing value on the valuation date |
| Downside threshold value: |
, which
is 80% of the initial index value |
| Maximum payment at maturity: |
$15.00 per security (150% of the stated principal amount) |
| Valuation date: |
November 30, 2018, subject to postponement for non-index business days and certain
market disruption events |
| CUSIP / ISIN: |
61765U274 / US61765U2740 |
| Listing: |
The securities will not be listed on any securities exchange. |
| Agent: |
Morgan Stanley & Co. LLC (“MS & Co.”), a wholly-owned subsidiary
of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.” |
| Estimated value on the pricing date: |
Approximately $9.540 per security, or within $0.15 of that estimate. See
“Investment Summary” beginning on page 2. |
| Commissions and issue price: |
Price
to public |
Agent’s commissions and
fees |
Proceeds to issuer(3) |
| Per
security |
$10 |
$0.25(1) |
|
| |
|
$0.05(2) |
$9.70 |
| Total |
$ |
$ |
$ |
| (1) | Selected dealers, including
Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the
agent, MS & Co., a fixed sales commission of $0.25 for each security they sell. See “Supplemental information regarding
plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of
Interest)” in the accompanying product supplement for Jump Securities. |
| (2) | Reflects a structuring
fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each security. |
| (3) | See “Use of proceeds
and hedging” on page 15. |
The securities involve risks
not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 8.
The Securities and Exchange
Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or
the accompanying product supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
The securities are not bank
deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations
of, or guaranteed by, a bank.
You should read this document
together with the related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks
below. Please also see “Additional Information About the Securities” at the end of this document.
Product
Supplement for Jump Securities dated November 19, 2014 Index
Supplement dated November 19, 2014
Prospectus
dated November 19, 2014
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
Investment Summary
Enhanced Trigger Jump Securities
Principal at Risk Securities
Enhanced Trigger Jump Securities Based on the Value
of the S&P 500® Index due December 5, 2018 (the “securities”) can be used:
| § | To gain exposure to a U.S. equity index, subject to the maximum payment at maturity. |
| § | To provide limited protection against loss and potentially outperform the underlying index for a certain range of performance
of the underlying index due to the fixed percentage if the final index value is at or above 80% of the initial index value,
which we refer to as the downside threshold value. |
The securities are exposed to the performance
(whether negative or positive) of the S&P 500® Index, but provide a fixed percentage minimum return payable
at maturity if the index closing value on the valuation date is at or above the downside threshold value, and a maximum payment
at maturity. There is no minimum payment at maturity on the securities.
| Maturity: |
Approximately 3 years |
| Fixed percentage: |
7.80% |
| Downside threshold value: |
80% of the initial index value |
| Maximum payment at maturity: |
$15.00 per security (150% of the stated principal amount) |
| Minimum payment at maturity: |
None. Investors may lose their entire initial investment in the securities. |
| Interest: |
None |
The original issue price of each security is
$10. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you,
and, consequently, the estimated value of the securities on the pricing date will be less than $10. We estimate that the value
of each security on the pricing date will be approximately $9.540, or within $0.15 of that estimate. Our estimate of the value
of the securities as determined on the pricing date will be set forth in the final pricing supplement.
What goes into the estimated value on the pricing date?
In valuing the securities on the pricing date,
we take into account that the securities comprise both a debt component and a performance-based component linked to the underlying
index. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions
relating to the underlying index, instruments based on the underlying index, volatility and other factors including current and
expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest
rate at which our conventional fixed rate debt trades in the secondary market.
What determines the economic terms of the securities?
In determining the economic terms of the securities,
including the fixed percentage, the downside threshold value and the maximum payment at maturity, we use an internal funding rate,
which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling,
structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic
terms of the securities would be more favorable to you.
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
What is the relationship between the estimated value on the
pricing date and the secondary market price of the securities?
The price at which MS & Co. purchases the
securities in the secondary market, absent changes in market conditions, including those related to the underlying index, may vary
from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary
market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type
and other factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are not
fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy
or sell the securities in the secondary market, absent changes in market conditions, including those related to the underlying
index, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that
those higher values will also be reflected in your brokerage account statements.
MS & Co. may, but is not obligated to,
make a market in the securities, and, if it once chooses to make a market, may cease doing so at any time.
Key Investment Rationale
This 3-year investment offers a minimum positive return of 7.80%
if the final index value is greater than or equal to 80% of the initial index value, which we refer to as the downside threshold
value, and 1 to 1 participation in the appreciation of the underlying index of greater than 7.80%, subject to the payment at maturity
of $15.00 per security. However, if the final index value is less than the downside threshold value, the payment at maturity
will be less than $8.00 per security, and could be zero.
| Upside Scenario |
The final index value is at or above the downside threshold value, and, at maturity, the securities pay the stated principal amount of $10 plus $10 times the greater of (i) the index percent change and (ii) the fixed percentage of 7.80%, subject to the maximum payment at maturity of $15.00 per security. |
| Downside Scenario |
The final index value is below the downside threshold value, and, at maturity, the securities pay less than the stated principal amount by an amount proportionate to the full decline in the final index value from the initial index value. Under these circumstances, the payment at maturity will be less than $8.00 per stated principal amount of securities and could be zero. There is no minimum payment at maturity on the securities, and you could lose your entire investment. |
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
Hypothetical Payments on the Securities at Maturity
Payoff Diagram
The payoff diagram below illustrates the payment at maturity
on the securities based on the following terms:
| Stated principal amount: |
$10 |
| Downside threshold value: |
80% of the initial index value |
| Fixed percentage: |
7.80% |
| Maximum payment at maturity: |
$15.00 per security (150% of the stated principal amount) |
| Payoff
Diagram for the Securities |
 |
How it works
| ¡ | Upside Scenario. If the final index value is greater than or equal to the downside
threshold value, the investor would receive $10 plus $10 times the greater of (i) the index percent change and (ii)
the fixed percentage of 7.80%, subject to the maximum payment at maturity. Under the terms of the securities, an investor would
receive a payment at maturity of $10.78 per security if the final index value has increased by no more than 7.80% from the initial
index value, and would receive $10 plus an amount that represents 1 to 1 participation in the appreciation of the underlying
index up to the maximum payment at maturity if the final index value has increased from the initial index value by more than 7.80%. |
| ¡ | Downside Scenario. If the final index
value is below the downside threshold value, the payment at maturity would be less than the stated principal amount of $10 by an
amount that is proportionate to the decline in the final index value from the initial index value. In this scenario, the investor
would lose a significant portion or all of the amount invested in the securities. For example, if the final index value declines
by 40% from the initial index value, the payment at maturity would be $6 per security (60% of the stated principal amount). |
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
Hypothetical Examples
The following table and examples illustrate the return on the
securities and the payment at maturity for a range of hypothetical percentage changes in the final index value from the initial
index value, depending on whether or not the final index value is below the downside threshold value. They are based on the following
values:
| Stated principal amount: |
$10 |
| Hypothetical initial index value: |
2,000 |
| Hypothetical downside threshold value: |
1,600 (80% of the hypothetical initial index value) |
| Fixed percentage: |
7.80% |
| Maximum payment at maturity: |
$15.00 per security (150% of the stated principal amount) |
| Final Index Value |
Underlying Index Return |
Return on securities |
Payment at Maturity |
| 4,000 |
100% |
50% |
$15.00 |
| 3,800 |
90% |
50% |
$15.00 |
| 3,600 |
80% |
50% |
$15.00 |
| 3,400 |
70% |
50% |
$15.00 |
| 3,200 |
60% |
50% |
$15.00 |
| 3,000 |
50% |
50% |
$15.00 |
| 2,800 |
40% |
40% |
$14.00 |
| 2,600 |
30% |
30% |
$13.00 |
| 2,400 |
20% |
20% |
$12.00 |
| 2,200 |
10% |
10% |
$11.00 |
| 2,160 |
8% |
8% |
$10.80 |
| 2,156 |
7.8% |
7.8% |
$10.78 |
| 2,100 |
5% |
7.8% |
$10.78 |
| 2,000 |
0% |
7.8% |
$10.78 |
| 1,900 |
-5% |
7.8% |
$10.78 |
| 1,800 |
-10% |
7.8% |
$10.78 |
| 1,600 |
-20% |
7.8% |
$10.78 |
| 1,580 |
-21% |
-21% |
$7.90 |
| 1,400 |
-30% |
-30% |
$7.00 |
| 1,200 |
-40% |
-40% |
$6.00 |
| 1,000 |
-50% |
-50% |
$5.00 |
| 800 |
-60% |
-60% |
$4.00 |
| 600 |
-70% |
-70% |
$3.00 |
| 400 |
-80% |
-80% |
$2.00 |
| 200 |
-90% |
-90% |
$1.00 |
| 0 |
-100% |
-100% |
$0 |
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
EXAMPLE 1: The final index value is above the downside threshold
value and has increased from the initial index value by 70%. Your return is limited by the maximum payment at maturity of $15.00
per security, or 150% of the stated principle amount.
| Hypothetical final index value |
= |
3,400 |
|
| Index percent change |
= |
(final index value – initial index value) / initial index value |
| |
= |
(3,400 – 2,000) / 2,000 |
| |
= |
70% |
| Index return amount |
= |
stated principal amount x [the greater of (i) index percent change and (ii) fixed percentage], subject to the maximum payment at maturity |
| |
= |
$10.00 x 50% |
| |
= |
$5.00 |
| Payment at maturity |
= |
stated principal amount + index return amount |
| |
= |
$15.00 |
| Payment at maturity = $15.00 |
EXAMPLE 2: The final index value is above the downside threshold
value and has increased from the initial index value by 30%. Your return is greater than the fixed percentage-based return, and
you will participate fully in the appreciation of the underlying index.
| Hypothetical final index value |
= |
2,600 |
|
| Index percent change |
= |
(final index value – initial index value) / initial index value |
| |
= |
(2,600 – 2,000) / 2,000 |
| |
= |
30% |
| Index return amount |
= |
stated principal amount x [the greater of (i) index percent change and (ii) fixed percentage] |
| |
= |
$10.00 x 30% |
| |
= |
$3.00 |
| Payment at maturity |
= |
stated principal amount + index return amount |
| |
= |
$13.00 |
| Payment at maturity = $13.00 |
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
EXAMPLE 3: The final index value has declined from the initial
index value by 10% but is greater than the downside threshold value. You receive the fixed percentage-based return.
| Hypothetical final index value |
= |
1,800 |
|
| Index percent change |
= |
(final index value – initial index value) / initial index value |
| |
= |
(1,800 – 2,000) / 2,000 |
| |
= |
–10% |
| Index return amount |
= |
stated principal amount x [the greater of (i) index percent change and (ii) fixed percentage] |
| |
= |
$10.00 x 7.80% |
| |
= |
$0.78 |
| Payment at maturity |
= |
stated principal amount + index return amount |
| |
= |
$10.78 |
| Payment at maturity = $10.78 |
EXAMPLE 4: The final index value has declined from the initial
index value by 60% and is below the downside threshold value. You are fully exposed to the decline in the final index value from
the initial index value.
| Hypothetical final index value |
= |
800 |
| Index percent change |
= |
(final index value – initial index value) / initial index value |
| |
= |
(800 – 2,000) / 2,000 |
| |
= |
–60% |
| Index return amount |
= |
stated principal amount x index percent change |
| |
= |
$10.00 x (–60%) |
| |
= |
–$6.00 |
| Payment at maturity |
= |
stated principal amount + index return amount, which means that the payment at maturity is an amount significantly less than the stated principal amount, because the index return amount is necessarily negative by a significant amount. |
| |
= |
$10.00 + (–$6.00) |
| |
= |
$4.00 |
| Payment at maturity = $4.00 |
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
Risk Factors
The following is a non-exhaustive list of certain key risk
factors for investors in the securities. For further discussion of these and other risks, you should read the section entitled
“Risk Factors” in the accompanying product supplement for Jump Securities, index supplement and prospectus. You should
also consult with your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.
| § | The securities do not pay interest or guarantee return of principal. The terms of the securities differ from those of
ordinary debt securities in that the securities do not pay interest and do not guarantee the return of any of the principal amount
at maturity. If the final index value is less than the downside threshold value, the payout at maturity will be an amount
in cash that is significantly less than the $10 stated principal amount of each security, reflecting the full negative performance
of the underlying index over the term of the securities. There is no minimum payment at maturity on the securities, and, accordingly,
you could lose your entire investment. |
| § | You will not benefit from the fixed percentage if the final index value is below the downside threshold value.
If the final index value is less than the downside threshold value, the payment at maturity will depend solely on the closing value
of the underlying index on the valuation date, and, accordingly, you will lose the benefit of the limited protection against the
loss of principal based on the fixed percentage of 7.80%. As a result, under these circumstances, you will be exposed on a 1 to
1 basis to the decline in the closing value of the underlying index, as measured on the valuation date, and you will lose a significant
portion or all of your investment. |
| § | The appreciation potential of the securities is limited by the maximum payment at maturity. The appreciation potential
of the securities is limited by the maximum payment at maturity of $15.00 per security, or 150% of the stated principal amount.
Because the payment at maturity will be limited to 150% of the stated principal amount for the securities, any increase in the
final index value over the initial index value by more than 50% of the initial index value will not further increase the return
on the securities. |
| § | The market price of the securities will be influenced by many unpredictable factors. Several factors, many of which
are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co.
may be willing to purchase or sell the securities in the secondary market, including: the value (including whether the value is
below the downside threshold value), volatility (frequency and magnitude of changes in value) and dividend yield of the underlying
index, interest and yield rates in the market, time remaining to maturity, geopolitical conditions and economic, financial, political
and regulatory or judicial events and any actual or anticipated changes in our credit ratings or credit spreads. You may receive
less, and possibly significantly less, than the stated principal amount per security if you try to sell your securities prior to
maturity. |
| § | The securities are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to its credit ratings
or credit spreads may adversely affect the market value of the securities. You are dependent on Morgan Stanley’s ability
to pay all amounts due on the securities at maturity 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. |
| § | The amount payable on the securities is not linked to the value of the underlying index at any time other than the valuation
date. The final index value will be based on the index closing value on the valuation date, subject to postponement for non-index
business days and certain market disruption events. Even if the value of the underlying index appreciates prior to the valuation
date but then drops by the valuation date to be below the downside threshold value, the payment at maturity will be less, and may
be significantly less, than it would have been had the payment at maturity been linked to the value of the underlying index prior
to such drop. Although the actual value of the underlying index on the maturity date or at other times during the term of the securities
may be higher than the final index value, the payment at maturity will be based solely on the index closing value on the valuation
date. |
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
| § | The securities will not be listed on any securities exchange 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 & Co.
may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any
time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on
its estimate of the current value of the securities, taking into account its bid/offer spread, our credit spreads, market volatility,
the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and
the likelihood that it will be able to resell the securities. Even if there is a secondary market, it may not provide enough liquidity
to allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in the secondary
market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any,
at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the securities,
it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your
securities to maturity. |
| § | Investing in the securities is not equivalent to investing in the underlying index. Investing in the securities is not
equivalent to investing in the underlying index or its component stocks. Investors in the securities will not have voting rights
or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute the underlying
index. |
| § | Adjustments to the underlying index could adversely affect the value of the securities. The publisher of the underlying
index can add, delete or substitute the stocks constituting the underlying index, and can make other methodological changes required
by certain events relating to the underlying stocks, such as stock dividends, stock splits, spin-offs, rights offerings and extraordinary
dividends, that could change the value of the underlying index. Any of these actions could adversely affect the value of the securities.
The publisher of the underlying index may discontinue or suspend calculation or publication of the underlying index at any time.
In these circumstances, MS & Co., as the calculation agent, will have the sole discretion to substitute a successor index that
is comparable to the discontinued index. MS & Co. could have an economic interest that is different than that of investors
in the securities insofar as, for example, MS & Co. is permitted to consider indices that are calculated and published by MS
& Co. or any of its affiliates. If MS & Co. determines that there is no appropriate successor index, the payout on the
securities at maturity will be an amount based on the closing prices on the valuation date of the stocks underlying the discontinued
index at the time of such discontinuance, without rebalancing or substitution, computed by the calculation agent in accordance
with the formula for calculating the underlying index last in effect prior to the discontinuance of the underlying index. |
| § | The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate
implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated
with issuing, selling, structuring and hedging the securities in the original issue price reduce the economic terms of the securities,
cause the estimated value of the securities to be less than the original issue price and will adversely affect secondary market
prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including
MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than
the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs
that are included in the original issue price and borne by you and because the secondary market prices will reflect our secondary
market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well
as other factors. |
The inclusion of the costs of issuing,
selling, structuring and hedging the securities in the original issue price and the lower rate we are willing to pay as issuer
make the economic terms of the securities less favorable to you than they otherwise would be.
However, because the costs associated
with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months
following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes
in market conditions, including those related to the underlying index, and to our secondary market credit spreads, it would do
so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage
account statements.
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
| § | The estimated value of the securities is determined by reference to our pricing and valuation models, which may differ from
those of other dealers and is not a maximum or minimum secondary market price. These pricing and valuation models are proprietary
and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may prove to be
incorrect. As a result, because there is no market-standard way to value these types of securities, our models may yield a higher
estimated value of the securities than those generated by others, including other dealers in the market, if they attempted to value
the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers,
including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value
of your securities at any time after the date of this pricing supplement will vary based on many factors that cannot be predicted
with accuracy, including our creditworthiness and changes in market conditions. See also “The market price of the securities
will be influenced by many unpredictable factors” above. |
| § | 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 underlying index or its component stocks), including trading in the stocks that constitute the
underlying index as well as in other instruments related to the underlying index. As a result, these entities may be unwinding
or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent
dynamic adjustments to the hedge as the valuation date approaches. Some of our subsidiaries also trade the stocks that constitute
the underlying index and other financial instruments related to the underlying index on a regular basis as part of their general
broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could potentially
increase the initial index value, and, therefore, could increase the level at or above which the final index value must close on
the valuation date so that investors do not suffer a significant loss on their initial investment in the securities. Additionally,
such hedging or trading activities during the term of the securities, including on the valuation date, could adversely affect the
final index value, and, accordingly, the amount of cash an investor will receive at maturity, if any. |
| § | The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the securities.
As calculation agent, MS & Co. will determine the initial index value, the downside threshold value, the final index value
and whether the final index value is below the downside threshold value, and will calculate the amount of cash you will receive
at maturity, if any. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it
to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption
events and the selection of a successor index or calculation of the index closing value in the event of a market disruption event
or discontinuance of the underlying index. These potentially subjective determinations may adversely affect the payout to you at
maturity, if any. For further information regarding these types of determinations, see “Description of Securities—Postponement
of Valuation Date(s),” “—Discontinuance of Any Underlying Index or Basket Index; Alteration of Method of Calculation,”
“—Alternate Exchange Calculation in case of an Event of Default” and “—Calculation Agent and Calculations”
in the accompanying product supplement. In addition, MS & Co. has determined the estimated value of the securities on the pricing
date. |
| § | The U.S. federal income tax consequences of an investment in the securities are uncertain. Please read the discussion
under “Additional Provisions – Tax considerations” in this document and the discussion under “United States
Federal Taxation” in the accompanying product supplement for Jump Securities (together the “Tax Disclosure Sections”)
concerning the U.S. federal income tax consequences of an investment in the securities. If the Internal Revenue Service (the “IRS”)
were successful in asserting an alternative treatment for the securities, the timing and character of income on the securities
might differ significantly from the tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment,
the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders would be required
to accrue into income original issue discount on the securities every year at a “comparable yield” determined at the
time of issuance and recognize all income and gain in respect of the securities as ordinary income. Additionally, as discussed
under “United States Federal Taxation—FATCA Legislation” in the accompanying product supplement for Jump Securities,
the withholding rules commonly referred to as “FATCA” would apply to the securities if they were recharacterized as
debt instruments except that, under a recent IRS notice, withholding under FATCA will not apply to payments of gross proceeds (other
than any amount treated as interest) of any disposition of financial instruments before January 1, 2019. The risk that financial
instruments providing for buffers, triggers or similar downside protection features, |
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
such
as the securities, would be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments
that do not have such features. We do not plan to request a ruling from the IRS regarding the tax treatment of the securities,
and the IRS or a court may not agree with the tax treatment described in the Tax Disclosure Sections.
In
2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment
of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to require holders
of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics,
including the character of income or loss with respect to these instruments; whether short-term instruments should be subject
to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the
underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals)
realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to
the “constructive ownership” rule, which very generally can operate to recharacterize certain long-term capital gain
as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective
dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely
affect the tax consequences of an investment in the securities, possibly with retroactive effect.
Both
U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment
in the securities, including possible alternative treatments, the issues presented by this notice and any tax consequences arising
under the laws of any state, local or non-U.S. taxing jurisdiction.
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
The S&P 500® Index Overview
The S&P 500® Index, which is calculated, maintained
and published by S&P Dow Jones Indices LLC (“S&P”), consists of stocks of 500 component companies selected
to provide a performance benchmark for the U.S. equity markets. The calculation of the S&P 500® Index is based
on the relative value of the float adjusted aggregate market capitalization of the 500 component companies as of a particular time
as compared to the aggregate average market capitalization of 500 similar companies during the base period of the years 1941 through
1943. S&P has announced that, effective with the September 2015 rebalance, consolidated share class lines are no longer included
in the S&P 500® Index. Each share class line is subject to public float and liquidity criteria individually,
but the company’s total market capitalization is used to evaluate each share class line for purposes of determining index
membership eligibility. This may result in one listed share class line of a company being included in the S&P 500®
Index while a second listed share class line of the same company is excluded. For additional information about the S&P 500®
Index, see the information set forth under “S&P 500® Index” in the accompanying index supplement.
Information as of market close on November 23, 2015:
| Bloomberg Ticker Symbol: |
SPX |
| Current Index Value: |
2,086.59 |
| 52 Weeks Ago: |
2,069.41 |
| 52 Week High (on 5/21/2015): |
2,130.82 |
| 52 Week Low (on 8/25/2015): |
1,867.61 |
The following graph sets forth the daily closing values of the
underlying index for the period from January 1, 2010 through November 23, 2015. The related table sets forth the published high
and low closing values, as well as end-of-quarter closing values, of the underlying index for each quarter in the same period.
The closing value of the underlying index on November 23, 2015 was 2,086.59. We obtained the information in the table and graph
below from Bloomberg Financial Markets, without independent verification. The underlying index has at times experienced periods
of high volatility, and you should not take the historical values of the underlying index as an indication of its future performance.
|
S&P 500®
Index
Daily Index
Closing Values
January
1, 2010 to November 23, 2015
|
 |
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
| S&P 500® Index |
High |
Low |
Period End |
| 2010 |
|
|
|
| First Quarter |
1,174.17 |
1,056.74 |
1,169.43 |
| Second Quarter |
1,217.28 |
1,030.71 |
1,030.71 |
| Third Quarter |
1,148.67 |
1,022.58 |
1,141.20 |
| Fourth Quarter |
1,259.78 |
1,137.03 |
1,257.64 |
| 2011 |
|
|
|
| First Quarter |
1,343.01 |
1,256.88 |
1,325.83 |
| Second Quarter |
1,363.61 |
1,265.42 |
1,320.64 |
| Third
Quarter |
1,353.22 |
1,119.46 |
1,131.42 |
| Fourth
Quarter |
1,285.09 |
1,099.23 |
1,257.60 |
| 2012 |
|
|
|
| First Quarter |
1,416.51 |
1,277.06 |
1,408.47 |
| Second Quarter |
1,419.04 |
1,278.04 |
1,362.16 |
| Third Quarter |
1,465.77 |
1,334.76 |
1,440.67 |
| Fourth Quarter |
1,461.40 |
1,353.33 |
1,426.19 |
| 2013 |
|
|
|
| First Quarter |
1,569.19 |
1,457.15 |
1,569.19 |
| Second Quarter |
1,669.16 |
1,541.61 |
1,606.28 |
| Third Quarter |
1,725.52 |
1,614.08 |
1,681.55 |
| Fourth Quarter |
1,848.36 |
1,655.45 |
1,848.36 |
| 2014 |
|
|
|
| First Quarter |
1,878.04 |
1,741.89 |
1,872.34 |
| Second Quarter |
1,962.87 |
1,815.69 |
1,960.23 |
| Third Quarter |
2,011.36 |
1,909.57 |
1,972.29 |
| Fourth Quarter |
2,090.57 |
1,862.49 |
2,058.90 |
| 2015 |
|
|
|
| First Quarter |
2,117.39 |
1,992.67 |
2,067.89 |
| Second Quarter |
2,130.82 |
2,057.64 |
2,063.11 |
| Third Quarter |
2,128.28 |
1,867.61 |
1,920.03 |
| Fourth Quarter (through November 23, 2015) |
2,109.79 |
1,923.82 |
2,086.59 |
License Agreement between Morgan Stanley and Standard &
Poor’s Financial Services LLC
Standard & Poor’s®,” “S&P®,”
“S&P 500®,” “Standard & Poor’s 500” and “500” are trademarks of
Standard and Poor’s Financial Services LLC and have been licensed for use by S&P Dow Jones Indices LLC and Morgan Stanley.
See “S&P 500® Index” in the accompanying index supplement.
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
Additional Information About the Securities
Please read this information in conjunction with the summary
terms on the front cover of this document.
| Additional Provisions: |
| Denominations: |
$10 per security and integral multiples thereof |
| Interest: |
None |
| Underlying index publisher: |
S&P Dow Jones Indices LLC |
| Postponement of maturity date: |
If the scheduled valuation date is not an index business day or if a market disruption event occurs on that day so that the valuation date is postponed and falls less than two business days prior to the scheduled maturity date, the maturity date of the securities will be postponed to the second business day following that valuation date as postponed. |
| Minimum ticketing size: |
$1,000 / 100 securities |
| Tax considerations: |
Although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the securities due to the lack of governing authority, in the opinion of our counsel, Davis Polk & Wardwell LLP, under current law, and based on current market conditions, each security should be treated as a single financial contract that is an “open transaction” for U.S. federal income tax purposes. |
| |
Assuming this treatment of the securities is respected and subject to the discussion in “United States Federal Taxation” in the accompanying product supplement for Jump Securities, the following U.S. federal income tax consequences should result based on current law: |
| |
§ A U.S. Holder should not be required to recognize taxable income over the term of the securities prior to settlement, other than pursuant to a sale or exchange. |
| |
§
Upon sale, exchange or settlement of the securities, a U.S. Holder should recognize gain or loss equal to the difference
between the amount realized and the U.S. Holder’s tax basis in the securities. Such gain or loss should be
long-term capital gain or loss if the investor has held the securities for more than one year, and short-term capital gain or
loss otherwise. |
| |
In 2007, the U.S. Treasury
Department and the Internal Revenue Service (the “IRS”) released a notice requesting comments on the U.S. federal income
tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to
require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number
of related topics, including the character of income or loss with respect to these instruments; whether short-term instruments
should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and
the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject
to the “constructive ownership” rule, which very generally can operate to recharacterize certain long-term capital
gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective
dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely
affect the tax consequences of an investment in the securities, possibly with retroactive effect.
As discussed under “United
States Federal Taxation – Tax Consequences to Non-U.S. Holders – Possible Application of Section 871(m) of the Code”
in the accompanying product supplement for Jump Securities, Section 871(m) of the Internal Revenue Code of 1986, as amended (the
“Code”), imposes a 30% withholding tax on certain “dividend equivalents” paid or deemed paid with respect
to U.S. equities or equity indices under certain circumstances. However, in light of recently promulgated Treasury regulations
under Section 871(m) of the Code, the withholding tax generally will not apply to the securities.
Both U.S. and non-U.S. investors considering
an investment in the securities should read the discussion under “Risk Factors” in this document and the discussion
under “United States Federal Taxation” in the accompanying product supplement for Jump Securities and consult their
tax advisers regarding all aspects of the U.S. federal income tax consequences of an
|
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
| |
investment in the securities, including
possible alternative treatments, the issues presented by the aforementioned notice and any tax consequences arising under the laws
of any state, local or non-U.S. taxing jurisdiction.
The discussion in
the preceding paragraphs under “Tax considerations” and the discussion contained in the section entitled “United
States Federal Taxation” in the accompanying product supplement for Jump Securities, insofar as they purport to describe
provisions of U.S. federal income tax laws or legal conclusions with respect thereto, constitute the full opinion of Davis Polk
& Wardwell LLP regarding the material U.S. federal tax consequences of an investment in the securities.
|
| Trustee: |
The Bank of New York Mellon |
| Calculation agent: |
MS & Co. |
| Use of proceeds and hedging: |
The proceeds we receive from the sale of the securities will
be used for general corporate purposes. We will receive, in aggregate, $10 per security issued, because, when we enter into hedging
transactions in order to meet our obligations under the securities, our hedging counterparty will reimburse the cost of the agent’s
commissions. The costs of the securities borne by you and described beginning on page 2 above comprise the agent’s commissions
and the cost of issuing, structuring and hedging the securities.
On or prior to the pricing date, we will hedge our anticipated
exposure in connection with the securities, by entering into hedging transactions with our subsidiaries and/or third party dealers.
We expect our hedging counterparties to take positions in the stocks constituting the underlying index, futures or options contracts
listed on major securities markets on the underlying index or its component stocks, or positions in any other available securities
or instruments that they may wish to use in connection with such hedging. Such purchase activity could potentially increase the
closing value of the underlying index on the pricing date, and accordingly, the value at or above which the underlying index must
close on the valuation date so that investors do not suffer a significant loss on their initial investment in the securities. In
addition, through our subsidiaries, we are likely to modify our hedge position throughout the term of the securities, including
on the valuation date, by purchasing and selling the stocks constituting the underlying index, futures or options contracts on
the underlying index or its component stocks listed on major securities markets or positions in any other available securities
or instruments that we may wish to use in connection with such hedging activities. As a result, these entities may be unwinding
or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent
dynamic adjustments to the hedge as the valuation date approaches. We cannot give any assurance that our hedging activities will
not affect the value of the underlying index and, therefore, adversely affect the value of the securities or the payment you will
receive at maturity, if any. For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging”
in the accompanying product supplement for Jump Securities.
|
| Benefit plan investor considerations: |
Each fiduciary of a pension, profit-sharing or other employee
benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”),
should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing
an investment in the securities. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy
the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the
Plan.
In addition, we and certain of our subsidiaries and
affiliates, including MS & Co., may each be considered a “party in interest” within the meaning of ERISA, or a
“disqualified person” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”),
with respect to many Plans, as well as many individual retirement accounts and Keogh plans (also “Plans”). ERISA Section
406 and Code Section 4975 generally prohibit transactions between Plans and parties in interest or disqualified persons. Prohibited
transactions within the meaning of ERISA or the Code would likely arise, for example, if the securities are acquired by or with
the assets of a Plan with respect to which MS & Co. or any of its affiliates is a service provider or other party in interest,
unless the securities are acquired pursuant to an exemption from the “prohibited transaction” rules. A violation of
these “prohibited transaction” rules could result in an excise tax or other liabilities under ERISA and/or Section
4975 of the Code for such persons, unless exemptive relief is available under an applicable statutory or administrative exemption.
The U.S. Department of Labor has issued five prohibited
transaction class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions
resulting from the purchase or
|
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
| |
holding of the securities. Those class exemptions are
PTCE 96-23 (for certain transactions determined by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance
company general accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain
transactions involving insurance company separate accounts) and PTCE 84-14 (for certain transactions determined by independent
qualified professional asset managers). In addition, ERISA Section 408(b)(17) and Code Section 4975(d)(20) may provide an exemption
for the purchase and sale of securities and the related lending transactions, provided that neither the issuer of the securities
nor any of its affiliates has or exercises any discretionary authority or control or renders any investment advice with respect
to the assets of the Plan involved in the transaction and provided further that the Plan pays no more, and receives no less, than
“adequate consideration” in connection with the transaction (the so-called “service provider” exemption).
There can be no assurance that any of these class or statutory exemptions will be available with respect to transactions involving
the securities.
Because we may be considered a party in interest with
respect to many Plans, the securities may not be purchased, held or disposed of by any Plan, any entity whose underlying assets
include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or
any person investing “plan assets” of any Plan, unless such purchase, holding or disposition is eligible for exemptive
relief, including relief available under PTCEs 96-23, 95-60, 91-38, 90-1, 84-14 or the service provider exemption or such purchase,
holding or disposition is otherwise not prohibited. Any purchaser, including any fiduciary purchasing on behalf of a Plan, transferee
or holder of the securities will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and
holding of the securities that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such securities on behalf
of or with “plan assets” of any Plan or with any assets of a governmental, non-U.S. or church plan that is subject
to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section
4975 of the Code (“Similar Law”) or (b) its purchase, holding and disposition are eligible for exemptive relief or
such purchase, holding and disposition are not prohibited by ERISA or Section 4975 of the Code or any Similar Law.
Due to the complexity of these rules and the penalties
that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries
or other persons considering purchasing the securities on behalf of or with “plan assets” of any Plan consult with
their counsel regarding the availability of exemptive relief.
The securities are contractual financial instruments.
The financial exposure provided by the securities is not a substitute or proxy for, and is not intended as a substitute or proxy
for, individualized investment management or advice for the benefit of any purchaser or holder of the securities. The securities
have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives of
any purchaser or holder of the securities.
Each purchaser or holder of any securities
acknowledges and agrees that:
(i) the purchaser or holder
or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the purchaser or holder has not
relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser or holder with
respect to (A) the design and terms of the securities, (B) the purchaser or holder’s investment in the securities, or (C)
the exercise of or failure to exercise any rights we have under or with respect to the securities;
(ii) we and our affiliates
have acted and will act solely for our own account in connection with (A) all transactions relating to the securities and (B) all
hedging transactions in connection with our obligations under the securities;
(iii) any and all assets and
positions relating to hedging transactions by us or our affiliates are assets and positions of those entities and are not assets
and positions held for the benefit of the purchaser or holder;
(iv) our interests are adverse
to the interests of the purchaser or holder; and
(v) neither we nor any of
our affiliates is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions or transactions,
and any information that we or
|
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
| |
any of our affiliates may provide
is not intended to be impartial investment advice.
Each purchaser and holder of the securities has exclusive
responsibility for ensuring that its purchase, holding and disposition of the securities do not violate the prohibited transaction
rules of ERISA or the Code or any Similar Law. The sale of any securities to any Plan or plan subject to Similar Law is in no respect
a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements
with respect to investments by plans generally or any particular plan, or that such an investment is appropriate for plans generally
or any particular plan.
However, individual retirement accounts, individual retirement
annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts,
will not be permitted to purchase or hold the securities if the account, plan or annuity is for the benefit of an employee of Morgan
Stanley, Morgan Stanley Wealth Management or a family member and the employee receives any compensation (such as, for example,
an addition to bonus) based on the purchase of the securities by the account, plan or annuity.
|
| Additional considerations: |
Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly. |
| Supplemental information regarding plan of distribution; conflicts of interest: |
The agent may distribute the securities through Morgan Stanley
Smith Barney LLC (“Morgan Stanley Wealth Management”), as selected dealer, or other dealers, which may include Morgan
Stanley & Co. International plc (“MSIP”) and Bank Morgan Stanley AG. Morgan Stanley Wealth Management, MSIP and
Bank Morgan Stanley AG are affiliates of Morgan Stanley. Selected dealers, including Morgan Stanley Wealth Management, and their
financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales commission of $0.25 for
each security they sell. In addition, Morgan Stanley Wealth Management will receive a structuring fee of $0.05 for each security.
MS & Co. is our wholly-owned subsidiary and it and other
subsidiaries of ours expect to make a profit by selling, structuring and, when applicable, hedging the securities. When MS &
Co. prices this offering of securities, it will determine the economic terms of the securities such that for each security the
estimated value on the pricing date will be no lower than the minimum level described in “Investment Summary” beginning
on page 2.
MS & Co. will conduct this offering in compliance with the
requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding
a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any
of our other affiliates may not make sales in this offering to any discretionary account. See “Plan of Distribution (Conflicts
of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement for Jump Securities.
|
| Contact: |
Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087. |
| Where you can find more information: |
Morgan Stanley has filed a registration statement (including
a prospectus, as supplemented by the product supplement for Jump Securities and the index supplement) with the Securities and Exchange
Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement,
the product supplement for Jump Securities, the index supplement and any other documents relating to this offering that Morgan
Stanley has filed with the SEC for more complete information about Morgan Stanley and this offering. You may get these documents
without cost by visiting EDGAR on the SEC web site at.www.sec.gov. Alternatively, Morgan Stanley,
any underwriter or any dealer participating in the offering will arrange to send you the prospectus, the product supplement for
Jump Securities and the index supplement if you so request by calling toll-free 800-584-6837.
You may access these documents on the SEC web site at
www.sec.gov as follows:
Product
Supplement for Jump Securities dated November 19, 2014
Index
Supplement dated November 19, 2014
Prospectus
dated November 19, 2014
|
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due December 5, 2018
Principal at Risk Securities
| |
Terms used but not defined in this document are defined in the product supplement for Jump Securities, in the index supplement or in the prospectus. As used in this document, the “Company,” “we,” “us” and “our” refer to Morgan Stanley. |
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