CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Offered
|
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Maximum Aggregate
Offering Price
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Amount of Registration
Fee
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Accelerated Return Securities due 2020
|
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$575,000
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$57.90
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July 2016
Pricing Supplement No. 991
Registration Statement Nos.
333-200365; 333-200365-12
Dated July 26, 2016
Filed pursuant to Rule 424(b)(2)
M
organ
S
tanley
F
inance
LLC
Structured
Investments
Opportunities in International
Equities
Accelerated Return
Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
Fully and Unconditionally
Guaranteed by Morgan Stanley
Principal at Risk Securities
The securities are unsecured obligations of Morgan Stanley Finance
LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest,
do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement for PLUS,
index supplement and prospectus, as supplemented or modified by this document. At maturity, if the underlying index has
appreciated
in value, investors will receive the stated principal amount of their investment plus leveraged upside performance of the
underlying index. If the underlying index
depreciates
in value but the final index value is greater than or equal to the
trigger level, investors will receive the stated principal amount of their investment. However, if the underlying index has
depreciated
in value so that the final index value is less than the trigger level, investors will lose a significant portion or all of
their investment, resulting in a 1% loss for every 1% decline in the index value over the term of the securities. Under these
circumstances, the payment at maturity will be less than 75% of the stated principal amount and could be zero. Accordingly, you
may lose your entire 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 in exchange for the upside leverage feature and the limited protection against loss
that applies only if the final index value is greater than or equal to the trigger level.
Investors may lose their entire initial
investment in the securities
. The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.
All payments are subject to our credit risk. If we default
on our obligations, you could lose some or all of your investment. These securities are not secured obligations and you will not
have any security interest in, or otherwise have any access to, any underlying reference asset or assets.
FINAL TERMS
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Issuer:
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Morgan Stanley Finance LLC
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Guarantor:
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Morgan Stanley
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Maturity date:
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February 3, 2020
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Underlying index:
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EURO STOXX 50
®
Index
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Aggregate principal amount:
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$575,000
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Payment at maturity:
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If the final index value is
greater than
the initial index
value: $1,000 + leveraged upside payment
If the final inde value is
less than or equal to
the initial index value but is
greater than or equal to the trigger level
: $1,000
If the final index value is
less than the trigger
level: $1,000 × index performance factor
Under these circumstances, the payment at maturity
will be less than the stated principal amount of $1,000 and will represent a loss of more than 25%, and possibly all, of your
investment
.
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Leveraged upside payment:
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$1,000 × leverage factor × index percent increase
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Leverage factor:
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146.20%
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Index percent increase:
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(final index value – initial index value) / initial index value
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Index performance factor:
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final index value / initial index value
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Initial index value:
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2,978.90, which is the index closing value on the pricing date
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Final index value:
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The index closing value on the valuation date
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Trigger level:
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2,234.175, which is 75% of the initial index value
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Valuation date:
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January 29, 2020, subject to adjustment for non-index business days and certain market disruption events
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Stated principal amount:
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$1,000 per security
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Issue price:
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$1,000 per security (see “Commissions and issue price” below)
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Pricing date:
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July 26, 2016
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Original issue date:
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July 29, 2016 (3 business days after the pricing date)
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CUSIP / ISIN:
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61766BBK6 / US61766BBK61
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Listing:
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The securities will not be listed on any securities exchange.
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Agent:
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Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.”
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Estimated value on the pricing date:
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$960.90 per security. See “Investment Summary” beginning on page 2.
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Commissions and issue price:
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Price to public
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Agent’s commissions
(1)
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Proceeds to us
(2)
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Per security
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$1,000
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$27.50
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$972.50
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Total
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$575,000
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$15,812.50
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$559,187.50
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(1)
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Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission
of $27.50 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.
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(2)
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See “Use of proceeds and hedging” on page 13.
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The securities involve risks not associated
with an investment in ordinary debt securities. See “Risk Factors” beginning on page 6.
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 deposits or savings
accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality,
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.
References to “we,” “us”
and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
Product Supplement for PLUS dated February 29, 2016
Index Supplement dated February 29, 2016
Prospectus dated February 16, 2016
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
Principal at Risk Securities
Investment Summary
Accelerated Return Securities
Principal at Risk Securities
The Accelerated Return Securities Based on the Value of the EURO
STOXX 50
®
Index due February 3, 2020 (the “securities”) can be used:
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§
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As an alternative to direct exposure to the underlying index that enhances returns for any positive performance of the underlying
index
|
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§
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To enhance returns and potentially outperform the underlying index in a bullish scenario, with no limitation on the appreciation
potential
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§
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To provide limited protection against a loss of principal in the event of a decline of the underlying index as of the valuation
date but only if the final index value
is greater than or equal to the trigger level
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Maturity:
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Approximately 3.5 years
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Leverage factor:
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146.20%
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Trigger level:
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75% of the initial index value
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Minimum payment at maturity:
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None. You could lose your entire initial investment in the securities.
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Interest:
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None
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The original issue price of each security is
$1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by
you, and, consequently, the estimated value of the securities on the pricing date is less than $1,000. We estimate that the value
of each security on the pricing date is $960.90.
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 leverage factor and the trigger level, we use an internal funding rate, which is likely to be lower than our secondary
market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were
lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable
to you.
What is the relationship between the estimated value on the
pricing date and the secondary market price of the securities?
The price at which MS & Co. purchases the
securities in the secondary market, absent changes in market conditions, including those related to the underlying index, may vary
from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary
market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type
and other factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are not
fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy
or sell the securities in the secondary market, absent changes in market
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
Principal at Risk Securities
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.
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
Principal at Risk Securities
Key Investment Rationale
The securities offer leveraged exposure to any positive performance
of the underlying index. In exchange for the leverage feature, investors are exposed to the risk of loss of a significant portion
or all of their investment due to the trigger feature. At maturity, an investor will receive an amount in cash based upon the closing
value of the underlying index on the valuation date. The securities are unsecured obligations of ours, and all payments on the
securities are subject to our credit risk.
Investors may lose their entire initial investment in the securities.
Leveraged Performance
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The securities offer investors an opportunity to capture enhanced returns relative to a direct investment in the underlying index.
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Trigger Feature
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At maturity, even if the underlying index has declined over the term of the securities, you will receive your stated principal amount but only if the final index value is
greater than or equal to the trigger level
.
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Upside Scenario
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The final index value is greater than the initial index value, and, at maturity, the securities redeem for the stated principal amount of $1,000
plus
146.20% of the increase in the value of the underlying index.
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Par Scenario
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The final index value is less than or equal to the initial index value but is greater than or equal to the trigger level. In this case, you receive the stated principal amount of $1,000 at maturity even though the underlying index has depreciated.
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Downside Scenario
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The final index value is less than the trigger level. In this case, the securities redeem for at least 25% less than the stated principal amount, and this decrease will be by an amount proportionate to the full decline in the value of the underlying index over the term of the securities.
|
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
Principal at Risk Securities
How the Securities Work
Payoff Diagram
The payoff diagram below illustrates the payment at maturity
on the securities based on the following terms:
Stated principal amount:
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$1,000 per security
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Leverage factor:
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146.20%
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Trigger level:
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75% of the initial index value
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Securities Payoff Diagram
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How it works
|
§
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Upside Scenario:
If
the final index value is greater than the initial index value, investors will receive the $1,000 stated principal amount plus 146.20%
of the appreciation of the underlying index over the term of the securities.
|
|
§
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If the underlying index appreciates 5%, investors will receive a 7.31% return, or $1,073.10 per security.
|
|
§
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Par Scenario:
If
the final index value is less than or equal to the initial index value but is greater than or equal to the trigger level, investors
will receive the $1,000 stated principal amount.
|
|
§
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If the underlying index depreciates 20%, investors will receive the $1,000 stated principal amount.
|
|
§
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Downside Scenario:
If
the final index value is less than the trigger level, investors will receive an amount significantly less than the $1,000 stated
principal amount, based on a 1% loss of principal for each 1% decline in the underlying index.
|
|
§
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If the underlying index depreciates 80%, investors will lose 80% of their principal and receive only $200 per security at maturity,
or 20% of the stated principal amount.
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Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
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 PLUS, 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.
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§
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The securities do not pay interest or guarantee return of any principal.
The terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest or guarantee
payment of any principal at maturity. If the final index value is less than the trigger level (which is 75% of the initial index
level), the payout at maturity will be an amount in cash that is at least 25% less than the $1,000 stated principal amount of each
security, and this decrease will be by an amount proportionate to the full decrease in the value of the underlying index. There
is no minimum payment at maturity on the securities, and you could lose your entire investment.
|
|
§
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The market price will be influenced by many unpredictable factors.
Several factors, many of which are beyond our control, will influence the value of the securities in the secondary
market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market, including:
the value, volatility (frequency and magnitude of changes in value) and dividend yield of the underlying index, interest and yield
rates, time remaining to maturity, geopolitical conditions and economic, financial, political and regulatory or judicial events
that affect the underlying index or equities markets generally and which may affect the final index value of the underlying index,
and any actual or anticipated changes in our credit ratings or credit spreads. The value of the underlying index may be, and has
recently been, volatile, and we can give you no assurance that the volatility will lessen. See “EURO STOXX 50
®
Index Overview” below. 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.
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|
§
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There are risks associated with investments in securities linked to the value of foreign equity securities.
The securities
are linked to the value of foreign equity securities. Investments in securities linked to the value of foreign equity securities
involve risks associated with the securities markets in those countries, including risks of volatility in those markets, governmental
intervention in those markets and cross-shareholdings in companies in certain countries. Also, there is generally less publicly
available information about foreign companies than about U.S. companies that are subject to the reporting requirements of the United
States Securities and Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting standards
and requirements different from those applicable to U.S. reporting companies. The prices of securities issued in foreign markets
may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in
government, economic and fiscal policies and currency exchange laws. Local securities markets may trade a small number of securities
and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult
or impossible at times. Moreover, the economies in such countries may differ favorably or unfavorably from the economy in the United
States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency
and balance of payment positions.
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|
§
|
The
securities
are subject to our credit risk,
and
any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the
securities
.
You are dependent on our ability to pay all amounts due on the securities at maturity and therefore you are subject to our credit
risk. If we default on our 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 our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged
by the market for taking our credit risk is likely to adversely affect the market value of the securities.
|
|
§
|
As a finance subsidiary, MSFL has no independent operations and will have no independent assets.
As a finance subsidiary,
MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets
available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution
or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the
|
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
Principal at Risk Securities
related guarantee by Morgan
Stanley and that guarantee will rank
pari passu
with all other unsecured, unsubordinated obligations of Morgan Stanley.
Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities
issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should be treated
pari passu
with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued
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 the index closing value on the valuation date, subject to adjustment 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, 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 stated 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.
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|
§
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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. As an investor in the securities, you 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 underlying index publisher may add, delete or substitute
the stocks constituting the underlying index or make other methodological changes that could change the value of the underlying
index. The underlying index publisher may discontinue or suspend calculation or publication of the underlying index at any time.
In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is comparable
to the discontinued underlying index and is not precluded from considering indices that are calculated and published by the calculation
agent or any of its affiliates.
If the calculation
agent determines that there is no appropriate successor index, the payment at maturity on the securities will be an amount based
on the closing prices at maturity of the securities composing the underlying 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 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.
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
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 document will vary based on many factors that cannot be predicted with accuracy,
including our creditworthiness and changes in market conditions. See also “The market price will be influenced by many unpredictable
factors” above.
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|
§
|
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.
|
|
§
|
The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect
to the securities.
As calculation agent, MS & Co. has determined the initial index value and the trigger level, will determine
the final index value, including whether the underlying index has decreased to below the trigger level, and will calculate the
amount of cash, if any, you will receive at maturity. 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 final index 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 PLUS—Postponement of Valuation Date(s)” and “—Calculation Agent and Calculations” and related
definitions in the accompanying product supplement. In addition, MS & Co. has determined the estimated value of the securities
on the pricing date.
|
|
§
|
Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities.
One or
more of our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging activities related
to the securities (and to other instruments linked to the underlying index or its component stocks), including trading in the stocks
that constitute the underlying index as well as in other instruments related to the underlying index. 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. MS & Co. and some of our other affiliates
also trade the stocks that constitute the underlying index and other financial instruments related to the underlying index on a
regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior
to the pricing date could have increased the initial index value, and, therefore, could have increased the trigger level, which
is the level 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. Additionally, such hedging or trading activities during the term of the securities,
including on the valuation date, could potentially affect whether the value of the underlying index on the valuation date is below
the trigger level, and, therefore, whether an investor would receive significantly less than the stated principal amount of the
securities at maturity.
|
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
Principal at Risk Securities
|
§
|
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
PLUS (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,
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 PLUS, the withholding rules commonly referred to as “FATCA” would apply to the securities if they were
recharacterized as debt instruments. The risk that financial instruments providing for buffers, triggers or similar downside protection
features, 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.
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
Principal at Risk Securities
EURO STOXX 50
®
Index Overview
The EURO STOXX 50
®
Index was
created by STOXX
®
Limited, which is owned by Deutsche Börse AG and SIX Group AG. Publication of the EURO STOXX
50
®
Index began on February 26, 1998, based on an initial index value of 1,000 at December 31, 1991. The EURO STOXX
50
®
Index is composed of 50 component stocks of market sector leaders from within the STOXX 600 Supersector Indices,
which includes stocks selected from the Eurozone. The component stocks have a high degree of liquidity and represent the largest
companies across all market sectors. For additional information about the EURO STOXX 50
®
Index, see the information
set forth under “EURO STOXX 50
®
Index” in the accompanying index supplement.
Information as of market close on July 26,
2016:
Bloomberg Ticker Symbol:
|
SX5E
|
Current Index Closing Value:
|
2,978.90
|
52 Weeks Ago:
|
3,513.10
|
52 Week High (on 8/5/2015):
|
3,676.75
|
52 Week Low (on 2/11/2016):
|
2,680.35
|
The following graph sets forth the daily closing
values of the underlying index for the period from January 1, 2011 through July 26, 2016. 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 July 26, 2016 was 2,978.90. 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.
Underlying
Index Historical Performance – Daily Index Closing Values
January
1, 2011 to
July 26
, 2016
|
|
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
Principal at Risk Securities
EURO STOXX 50
®
Index
|
High
|
Low
|
Period End
|
2011
|
|
|
|
First Quarter
|
3,068.00
|
2,721.24
|
2,910.91
|
Second Quarter
|
3,011.25
|
2,715.88
|
2,848.53
|
Third Quarter
|
2,875.67
|
1,995.01
|
2,179.66
|
Fourth Quarter
|
2,476.92
|
2,090.25
|
2,316.55
|
2012
|
|
|
|
First Quarter
|
2,608.42
|
2,286.45
|
2,477.28
|
Second Quarter
|
2,501.18
|
2,068.66
|
2,264.72
|
Third Quarter
|
2,594.56
|
2,151.54
|
2,454.26
|
Fourth Quarter
|
2,659.95
|
2,427.32
|
2,635.93
|
2013
|
|
|
|
First Quarter
|
2,749.27
|
2,570.52
|
2,624.02
|
Second Quarter
|
2,835.87
|
2,511.83
|
2,602.59
|
Third Quarter
|
2,936.20
|
2,570.76
|
2,893.15
|
Fourth Quarter
|
3,111.37
|
2,902.12
|
3,109.00
|
2014
|
|
|
|
First Quarter
|
3,172.43
|
2,962.49
|
3,161.60
|
Second Quarter
|
3,314.80
|
3,091.52
|
3,228.24
|
Third Quarter
|
3,289.75
|
3,006.83
|
3,225.93
|
Fourth Quarter
|
3,277.38
|
2,874.65
|
3,146.43
|
2015
|
|
|
|
First Quarter
|
3,731.35
|
3,007.91
|
3,697.38
|
Second Quarter
|
3,828.78
|
3,424.30
|
3,424.30
|
Third Quarter
|
3,686.58
|
3,019.34
|
3,100.67
|
Fourth Quarter
|
3,506.45
|
3,069.05
|
3,267.52
|
2016
|
|
|
|
First Quarter
|
3,178.01
|
2,680.35
|
3,004.93
|
Second Quarter
|
3,151.69
|
2,697.44
|
2,864.74
|
Third Quarter (through July 26, 2016)
|
2,978.90
|
2,761.37
|
2,978.90
|
License Agreement between STOXX Limited and Morgan Stanley
“EURO STOXX 50
®
” and “STOXX
®
”
are registered trademarks of STOXX Limited and have been licensed for use for certain purposes by Morgan Stanley. For more information,
see “EURO STOXX 50
®
Index” in the accompanying index supplement.
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
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:
|
|
Underlying index publisher:
|
STOXX Limited
|
Denominations:
|
$1,000 per security and integral multiples thereof
|
Interest:
|
None
|
Accelerated return securities:
|
The accompanying product supplement refers to these accelerated return securities as the “Trigger PLUS.”
|
Bull market or bear market PLUS:
|
Bull market PLUS
|
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 as postponed 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 / 1 security
|
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, a 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 PLUS, 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.
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|
In 2007,
the U.S. Treasury Department and the Internal Revenue Service (the “IRS”) released a notice requesting comments on
the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in
particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks
for comments on a number of related topics, including the character of income or loss with respect to these instruments; whether
short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status
of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to which
income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these
instruments are or should be subject to the “constructive ownership” rule, which very generally can operate to recharacterize
certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate
transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues
could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect.
Both U.S.
and non-U.S. investors considering an investment in the securities should read the discussion under “Risk Factors”
in this document and the discussion under “United States Federal Taxation” in the accompanying product supplement for
PLUS and consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an investment in the securities,
including possible alternative treatments, the issues presented by the aforementioned notice and any tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
The
discussion in the preceding paragraphs under “Tax considerations” and the
|
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
Principal at Risk Securities
|
discussion contained in the section entitled “United States Federal Taxation” in the accompanying product supplement for PLUS, 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 from the sale of the securities will be used by
us for general corporate purposes. We will receive, in aggregate, $1,000 per security issued, because, when we enter into hedging
transactions in order to meet our obligations under the securities, our hedging counterparty will reimburse the cost of the agent’s
commissions. The costs of the securities borne by you and described beginning on page 2 above comprise the agent’s commissions
and the cost of issuing, structuring and hedging the securities.
On or prior to the pricing date, we hedged our anticipated
exposure in connection with the securities by entering into hedging transactions with our affiliates and/or third party dealers.
We expect our hedging counterparties to have taken positions in stocks of the underlying index and in futures or options contracts
on the underlying index. Such purchase activity could have increased the initial index value, and, therefore, could have increased
the trigger level, which is the level 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 affiliates, 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 PLUS.
|
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 affiliates, including MS &
Co., may each be considered a “party in interest” within the meaning of ERISA, or a “disqualified person”
within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to many Plans, as well
as many individual retirement accounts and Keogh plans (also “Plans”). ERISA Section 406 and Code Section 4975 generally
prohibit transactions between Plans and parties in interest or disqualified persons. Prohibited transactions within the meaning
of ERISA or the Code would likely arise, for example, if the securities are acquired by or with the assets of a Plan with respect
to which MS & Co. or any of its affiliates is a service provider or other party in interest, unless the securities are acquired
pursuant to an exemption from the “prohibited transaction” rules. A violation of these “prohibited transaction”
rules could result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Code for such persons, unless exemptive
relief is available under an applicable statutory or administrative exemption.
The U.S. Department of Labor has issued five prohibited
transaction class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions
resulting from the purchase or holding of the securities. Those class exemptions are PTCE 96-23 (for certain transactions determined
by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for
certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance company
separate accounts) and PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers).
In addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code 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
|
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
Principal at Risk Securities
|
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 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
|
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
Principal at Risk Securities
|
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 or 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:
|
Selected dealers, which may include our affiliates, and their
financial advisors will collectively receive from the agent a fixed sales commission of $27.50 for each security they sell.
MS & Co. is an affiliate of MSFL and a wholly owned subsidiary
of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging
the securities.
MS & Co. will conduct this offering in compliance
with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as
FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest.
MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See “Plan
of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement
for PLUS.
|
Validity of the securities:
|
In the opinion of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the securities offered by this pricing supplement have been executed and issued by MSFL, authenticated by the trustee pursuant to the MSFL Senior Debt Indenture (as defined in the accompanying prospectus) and delivered against payment as contemplated herein, such securities will be valid and binding obligations of MSFL and the related guarantee will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith),
provided
that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) any provision of the MSFL Senior Debt Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of Morgan Stanley’s obligation under the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the MSFL Senior Debt Indenture and its authentication of the securities and the validity, binding nature and enforceability of the MSFL Senior Debt Indenture with respect to the trustee, all as stated in the letter of such counsel dated February 16, 2016, which is Exhibit 5-a to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 filed by Morgan Stanley on February 16, 2016.
|
Contact:
|
Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or Morgan Stanley’s 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.
|
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50
®
Index due February 3, 2020
Principal at Risk Securities
Where you can find more information:
|
Morgan Stanley and MSFL have filed a registration statement (including
a prospectus, as supplemented by the product supplement for PLUS 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 PLUS, the index supplement and any other documents relating to this offering that Morgan Stanley and MSFL
have filed with the SEC for more complete information about Morgan Stanley, MSFL 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
or MSFL will arrange to send you the product supplement for PLUS, index supplement and prospectus 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 PLUS dated February 29, 2016
Index Supplement dated February 29, 2016
Prospectus dated February 16, 2016
Terms used but not defined in this document are defined in the
product supplement for PLUS, in the index supplement or in the prospectus.
“Performance Leveraged Upside Securities
SM
”
and “PLUS
SM
” are our service marks.
|
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