Linked to One or More Commodities, Commodity Indices and/or Commodity Exchange-Traded Funds

We, Morgan Stanley and Morgan Stanley Finance LLC (“MSFL”), a wholly owned finance subsidiary of Morgan Stanley, may offer from time to time commodity-linked jump securities, which we refer to as the securities, that are linked to the performance of commodities. They may be linked to a single commodity, a commodity index or a commodity exchange-traded fund, which we refer to as a commodity ETF, or to a basket which may consist of two or more commodities, commodity indices and/or commodity ETFs as specified in the applicable pricing supplement. We refer to any such basket as a “basket of commodities” and any single commodity, commodity index, commodity ETF or basket of commodities that may underlie the securities as the “underlying asset.” The specific terms of any such securities that we offer, including the name(s) of the underlying commodities, commodity indices and/or commodity ETFs, will be included in a pricing supplement. If the terms described in the applicable pricing supplement are inconsistent with those described in this prospectus supplement or in the accompanying prospectus, the terms described in the applicable pricing supplement will prevail. The securities will have the following general terms:

The securities are unsubordinated unsecured obligations of ours and do not guarantee the return of principal at maturity. All payments under the securities are subject to our credit risk.

If the value of the underlying asset on the valuation date is greater than its closing value on the pricing date, the securities provide a payment at maturity that will be greater than the stated principal amount of the securities.

The payment at maturity will be an amount in cash equal to the stated principal amount plus a fixed upside payment, or, if greater and the applicable pricing supplement so specifies, the product of the stated principal amount and the percentage appreciation of the underlying asset, as determined on the valuation date.

If the value of the underlying asset on the valuation date is less than or equal to its closing value on the pricing date, the securities will be exposed on a 1 to 1 basis to the performance of the underlying asset from the pricing date to the valuation date and the securities will pay an amount in cash equal to or less than, and possibly significantly less than, the stated principal amount.

The payment at maturity will be an amount in cash equal to the product of the stated principal amount and the performance factor of the underlying asset, as determined on the valuation date, subject to any buffer or trigger specified in the applicable pricing supplement.

The securities will be held in global form by The Depository Trust Company, unless the applicable pricing supplement provides otherwise.

The applicable pricing supplement will describe the specific terms of the securities, including any changes to the terms specified in this prospectus supplement. See “Description of Securities—General Terms of Securities—Terms Specified in Pricing Supplements” on page S-44.

MSFL’s payment obligations on securities issued by it will be fully and unconditionally guaranteed by Morgan Stanley.

Investing in the securities involves risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page S-31. For risks related to specific commodities or commodity indices, see “Annex I––Certain Additional Commodity and Commodity Index Risks.”

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. LLC, a wholly owned subsidiary of Morgan Stanley and an affiliate of MSFL, has agreed to use reasonable efforts to solicit offers to purchase these securities as our agent. The agent may also purchase these securities as principal at prices to be agreed upon at the time of sale. The agent may resell any securities it purchases as principal at prevailing market prices, or at other prices, as the agent determines.

Morgan Stanley & Co. LLC may use this prospectus supplement, the applicable pricing supplement and the accompanying prospectus in connection with offers and sales of the securities in market-making transactions.

These 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.

For a description of certain restrictions on offers, sales and deliveries of the securities and on the distribution of this prospectus supplement and the accompanying prospectus relating to the securities, see the section of this prospectus supplement called “Plan of Distribution (Conflicts of Interest).”

No action has been or will be taken by us, the agent or any dealer that would permit a public offering of the securities or possession or distribution of this prospectus supplement or the accompanying prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Neither this prospectus supplement nor the accompanying prospectus may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

With respect to sales of the securities in Canada, the securities may be sold only to purchasers that (i) are not individuals, (ii) are purchasing, or deemed under applicable securities legislation to be purchasing, as principal, (iii) are “accredited investors,” as defined in National Instrument 45-106 – Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and (iv) are “permitted clients,” as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this document (including any amendment hereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Unless otherwise noted in the applicable pricing supplement, pursuant to section 3A.3 of National Instrument 33-105 – Underwriting Conflicts (“NI 33-105”), the dealers, underwriters or agents, if any, involved in the sale of the securities are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

This prospectus supplement, the accompanying prospectus and any related pricing supplement are not a prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). This prospectus supplement, the accompanying prospectus and any related pricing supplement have been prepared on the basis that any offer of securities in any Member State of the European Economic Area (the “EEA”) will only be made to a legal entity which is a qualified investor under the Prospectus Regulation (“EEA Qualified Investors”). Accordingly, any person making or intending to make an offer in any Member State of the EEA of securities which are the subject of the offering contemplated in this prospectus supplement, the accompanying prospectus and any related pricing supplement may only do so with respect to EEA Qualified Investors. Neither we nor the agent have authorized, nor do they authorize, the making of any offer of securities in the EEA other than to EEA Qualified Investors.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, (a) a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation; and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

and will not offer, sell or otherwise make available any securities which are the subject of the offering contemplated by this prospectus supplement in relation thereto to any retail investor in the EEA.

This prospectus supplement, the accompanying prospectus and any related pricing supplement are not a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the “EUWA”) (the “UK Prospectus Regulation”). This prospectus supplement, the accompanying prospectus and any related pricing supplement have been prepared on the basis that any offer of securities in the United Kingdom will only be made to a legal entity which is a qualified investor under the UK Prospectus Regulation (“UK Qualified Investors”). Accordingly, any person making or intending to make an offer in the United Kingdom of securities which are the subject of the offering contemplated in this prospectus supplement, the accompanying prospectus and any related pricing supplement may only do so with respect to UK Qualified Investors. Neither we nor the agent have authorized, nor do they authorize, the making of any offer of securities in the United Kingdom other than to UK Qualified Investors.

PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS – The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, (a) a “retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the United Kingdom's Financial Services and Markets Act 2000, as amended (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (“UK MiFIR”); and (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

The agent has represented and agreed, and each further agent, dealer and underwriter appointed under this program will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any securities which are the subject of the offering contemplated by this prospectus supplement in relation thereto to any retail investor in the United Kingdom.

The agent has represented and agreed, and each further agent, dealer and underwriter appointed under this program will be required to represent and agree, that:

minimum redemption value of £100,000 (or its equivalent in other currencies) (B) no part of any such security may be transferred unless the minimum redemption value of that part is not less than £100,000 (or its equivalent in other currencies).

The communication of this prospectus supplement, the accompanying prospectus and any related pricing supplement and any other document or materials relating to the issue of the securities offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the FSMA. Accordingly, this prospectus supplement, the accompanying prospectus and any related pricing supplement and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This prospectus supplement, the accompanying prospectus and any related pricing supplement and such other documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This prospectus supplement, the accompanying prospectus and any related pricing supplement and any other document or materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this prospectus supplement, the accompanying prospectus and any related pricing supplement and any other document or materials relates will be engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement, the accompanying prospectus and any related pricing supplement or any other documents and/or materials relating to the issue of the securities offered hereby or any of their contents.

The securities have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the “FIEA”) on the basis that the solicitation for subscription of the securities falls within the definition of “solicitation to qualified institutional investors” as defined in Article 2, paragraph 3, item 2 (I) of the FIEA and Article 10 of the Ministerial Ordinance Concerning Definitions. Such solicitation shall be subject to the condition that qualified institutional investors (as defined under the FIEA, “QIIs”) who desire to acquire the securities shall be made aware that they shall not transfer the securities to anyone other than to other QIIs. Any QII who acquires the securities shall be deemed to have agreed to such transfer restriction.

Accordingly, the securities will not be offered or sold, directly or indirectly, in Japan or to or for the account or benefit of any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, others for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan, except in a private placement to QIIs as described above pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

The agent has represented and agreed, and each further agent, dealer and underwriter appointed with respect to any securities will be required to represent and agree, that it will not offer or sell, directly or indirectly, any securities in the Republic of France and will not distribute or cause to be distributed in the Republic of France this prospectus supplement or the accompanying prospectus or any other offering material relating to the securities, except to qualified investors (investisseurs qualifiés) as defined in and in accordance with Articles L.411-2 and D.411-1 of the French Code Monétaire et Financier.

relating to the securities has been or will be issued or has been or will be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder. The offer of the securities is personal to the person to whom this prospectus supplement or the accompanying prospectus has been delivered by or on behalf of us, and a subscription for securities will only be accepted from such person. No person to whom a copy of this prospectus supplement or the accompanying prospectus is issued may copy, issue or distribute this prospectus supplement or the accompanying prospectus to any other person. You are advised to exercise caution in relation to the offer. If you are in any doubt about the contents of this prospectus supplement or the accompanying prospectus, you should obtain independent professional advice.

Neither this prospectus supplement nor the accompanying prospectus has been registered as a prospectus under the Securities and Futures Act 2001 (the “SFA”) by the Monetary Authority of Singapore, and the securities will be offered pursuant to exemptions under the SFA. Accordingly, none of this prospectus supplement, the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of any securities may be circulated or distributed, nor may any securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA (an “Institutional Investor”)) pursuant to Section 274 of the SFA, (ii) to an accredited investor (as defined in Section 4A of the SFA (an “Accredited Investor”)) or other relevant person (as defined in Section 275(2) of the SFA (a “Relevant Person”)) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with, the conditions of any other applicable exemption or provision of the SFA. It is a condition of the offer that where the securities are subscribed for or acquired pursuant to an offer made in reliance on Section 275 of the SFA by a Relevant Person which is:

(i) a corporation (which is not an Accredited Investor), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or

(ii) a trust (where the trustee is not an Accredited Investor), the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an Accredited Investor,

securities or securities-based derivatives contracts (each as defined in Section 2(1) of the SFA) of that corporation and the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has subscribed for or acquired the securities except:

(A) to an Institutional Investor, or an Accredited Investor or other Relevant Person, or which arises from an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4)(c)(ii) of the SFA (in the case of that trust);

(E) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

The agent has represented and agreed, and each further agent, dealer and underwriter appointed under this program will be required to represent and agree, that, subject to the paragraph immediately below:

(i) the securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (the “FinSA”) and will not be admitted to trading on a trading venue (exchange or multilateral trading facility) in Switzerland;

(ii) none of this prospectus supplement, the accompanying prospectus or any other offering or marketing material relating to any securities (x) constitutes a prospectus compliant with the requirements of articles 652a and 1156 of the Swiss Code of Obligations (as such articles were in effect immediately prior to the entry into effect of the FinSA) in accordance with article 109 of the Swiss Financial Services Ordinance (“FinSO”) or pursuant to articles 35 and 45 of the FinSA for a public offering of the securities in Switzerland and no such prospectus has been or will be prepared for or in connection with the offering of the securities in Switzerland or (y) has been or will be filed with or approved by a Swiss review body (Prüfstelle) pursuant to article 52 of the FinSA; and

(iii) none of this prospectus supplement, the accompanying prospectus or other offering or marketing material relating to any securities may be publicly distributed or otherwise made publicly available in Switzerland.

Notwithstanding the paragraph immediately above, in respect of any issuance of securities, the issuer of securities, the agent and the relevant dealer(s) and underwriter(s) may agree that (x) such securities may be publicly offered in Switzerland within the meaning of the FinSA and/or (y) an application will be made by (or on behalf of) the issuer to admit such securities to trading on a trading venue (exchange or multilateral trading facility) in Switzerland, provided that:

(i) the issuer is able to rely, and is relying, on an exemption from the requirement to prepare and publish a prospectus under the FinSA in connection with such public offer and/or application for admission to trading;

(ii) in the case of any such public offer, the relevant agent, dealer(s) and underwriter(s) have agreed to comply with any restrictions applicable to the offer and sale of such securities that must be complied with in order for the issuer to rely on such exemption; and

(iii) the applicable pricing supplement will specify that such securities may be publicly offered in Switzerland within the meaning of the FinSA and/or the trading venue in Switzerland to which an application will be made by (or on behalf of) the issuer to admit such securities to trading thereon.

The agent has represented and agreed, and each further agent, dealer and underwriter appointed under this program will be required to represent and agree, that,

(i) no key information document (Basisinformationsblatt) pursuant to article 58 (1) of the FinSA (or any equivalent document under the FinSA) has been or will be prepared in relation to any securities; and

(ii) therefore, any securities with a derivative character within the meaning of article 86 (2) of the FinSO may not be offered or recommended to private clients within the meaning of the FinSA in Switzerland.

The agent has represented and agreed, and each further agent, dealer and underwriter appointed with respect to any securities will be required to represent and agree, that it will not offer or sell, directly or indirectly, any securities in the Republic of Chile and will not distribute or cause to be distributed in the Republic of Chile this prospectus supplement, the accompanying prospectus or any other offering material relating to the securities, except to “qualified investors” and subject to Norma de Carácter General No. 336 (“NCG 336”) of June 27, 2012 issued by the Financial Market Commission of Chile (“CMF”).

The CMF nor any other regulatory authority in the Republic of Chile has reviewed or approved the contents of this prospectus supplement or the accompanying prospectus. This prospectus supplement or the accompanying prospectus does not constitute an offer or invitation to the public in Chile to acquire securities.

According to NCG 336, on or before making any offer of the securities in Chile, the person making the offer shall include in all offering materials the following cautionary language in English and in Spanish:

“IMPORTANT INFORMATION FOR INVESTORS RESIDENT IN CHILE: (1) The offering of the securities will commence in Chile on [dd/mm/yyyy]; (2) the offering will be subject to Norma de Carácter General N° 336 of the CMF; (3) the offered securities are not and will not be registered in the Securities Registry (Registro de Valores) or in the Foreign Securities Registry (Registro de Valores Extranjeros) of the CMF and will therefore not be subject to the supervision of the CMF; (4) the offered securities are not registered in Chile and the issuer thereof is not required to disclose information to the public in Chile about its securities; and (5) the offered securities cannot and will not be publicly offered in Chile unless and until the offered securities are registered in the corresponding securities registry of the CMF.

INFORMACIÓN IMPORTANTE PARA INVERSIONISTAS RESIDENTES EN CHILE: (1) La oferta de los valores comenzará en Chile el día [dd/mm/aaaa]; (2) la oferta se acogerá a la Norma de Carácter General N° 336 de la CMF; (3) los valores no están ni estarán inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta; (4) Por tratarse de valores no inscritos, no existe obligación por parte del emisor de entregar en Chile información pública respecto de estos valores, y (5) Los valores no podrán ser objeto de oferta pública en Chile mientras no sean inscritos en el Registro de Valores correspondiente.”

Pursuant to NCG 336, the securities may be privately offered to certain “qualified investors” as such are defined in NCG 336 and further described in Rules No. 216 of June 12, 2008 and 410 of July 27, 2016 of the CMF. The person making the offer in Chile should consult with local counsel about these definitions.

The securities have not been, and will not be, issued, placed, distributed, offered or negotiated in the Brazilian capital markets. The issuance of the securities has not been nor will the securities be registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários), or the CVM. Any public offering or distribution, as defined under Brazilian laws and regulations, of the securities in Brazil is not permitted without such registration or an express exemption or registration with the CVM pursuant to Brazilian laws and regulations. Documents relating to the offering of the securities, as well as information contained therein, may not be supplied to the public in Brazil (as the offering of the securities is not a public offering of securities in Brazil), nor be used in connection with any offer for subscription or sale of the securities to the public in Brazil. This prospectus supplement or the accompanying prospectus is not addressed to Brazilian residents and it should not be forwarded or distributed to, nor read or consulted by, acted on or relied upon by Brazilian residents. Any investment to which this prospectus supplement or the accompanying prospectus relates is available only to non-Brazilian residents and will only be made by non- Brazilian residents. If you are a Brazilian resident and received this prospectus supplement or the accompanying prospectus, please destroy it along with any copies.

The securities have not been and will not be registered with the National Securities Registry (Registro Nacional de Valores) maintained by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores; the “CNBV”) and, therefore, may not be offered or sold publicly in Mexico, except that the securities may be sold to Mexican institutional and accredited investors solely pursuant to the private placement exemption set forth in the Mexican Securities Market Law (Ley del Mercado de Valores). Each of this prospectus supplement and the accompanying prospectus is solely our responsibility and has not been reviewed or authorized by the CNBV. The acquisition of the securities by an investor who is a resident of Mexico will be made under its own responsibility.

Summary	S-10
Estimated Value and Secondary Market Prices of the Securities	S-22
Hypothetical Payments on the Securities at Maturity	S-23
Risk Factors	S-31
Description of Securities	S-43
Use of Proceeds and Hedging	S-66
Securities Offered on a Global Basis	S-66
Benefit Plan Investor Considerations	S-67
United States Federal Taxation	S-69
Plan of Distribution (Conflicts of Interest)	S-76
Certain Additional Commodity and Commodity Index Risks	I-1
High Grade Primary Aluminum	I-1
Brent Crude Oil	I-2
Coal - API	I-2
Cocoa	I-2
Coffee	I-2
Copper - Grade A	I-3
Corn - CBOT	I-3
Cotton No. 2 - NYBOT	I-3
Gold	I-3
Standard Lead	I-3
Lean Hogs	I-4
Live Cattle	I-4
Milk	I-4
Natural Gas	I-5
New York Harbor No. 2 Heating Oil	I-5
Palladium	I-5
Palm Oil	I-5
Primary Nickel	I-6
Platinum	I-6
RBOB Gasoline	I-6
Rough Rice	I-7
Silver	I-7
Soybeans - CBOT	I-7
Soybean Meal - CBOT	I-7
Sugar #11 (World) - NYBOT	I-7
Tin	I-8
Wheat - CBOT	I-8
West Texas Intermediate Light Sweet Crude Oil	I-8
Special High-Grade Zinc	I-9
The S&P GSCI™ Agriculture Index - Excess Return	I-9
The S&P GSCI™ Corn Index - Excess Return	I-9
The S&P GSCI™ Cotton Index - Excess Return	I-9

The S&P GSCI™ Brent Crude Index - Excess Return	I-9
The S&P GSCI™ Energy Index - Excess Return	I-10
The S&P GSCI™ Gold Index - Excess Return	I-10
The S&P GSCI™ Grains Index - Excess Return	I-10
The S&P GSCI™ Industrial Metals Index - Excess Return	I-11
The S&P GSCI™ Light Energy Index - Excess Return	I-11
The S&P GSCI™ Livestock Index - Excess Return	I-11
The S&P GSCI™ Precious Metals Index - Excess Return	I-11
The S&P GSCI™ Sugar Index - Excess Return	I-12
The S&P GSCI™ Wheat Index - Excess Return	I-12
The S&P GSCI™ - ER may in the future include contracts that are not traded on regulated futures exchanges	I-12
Higher future prices of S&P GSCI™ - ER commodities relative to their current prices may decrease the amount payable at maturity	I-12
Certain Additional Commodity Index Information	II-1
The Bloomberg Commodity Index^SM	II-1
The S&P GSCI™ - ER	II-6
The S&P GSCI™	II-7

Prospectus

Summary	1
Risk Factors	7
Where You Can Find More Information	14
Morgan Stanley	16
Morgan Stanley Finance LLC	16
Use of Proceeds	17
Description of Debt Securities	17
Description of Units	55
Description of Warrants	63

Description of Purchase Contracts	67
Description of Capital Stock	69
Forms of Securities	81
Securities Offered on a Global Basis
Through the Depositary	83
United States Federal Taxation	87
Plan of Distribution (Conflicts of Interest)	94
Legal Matters	96
Experts	96
Benefit Plan Investor Considerations	97

You should rely only on the information contained or incorporated by reference in this prospectus supplement, the prospectus and any applicable pricing supplement. We have not authorized anyone else to provide you with different or additional information. We are offering to sell these securities and seeking offers to buy these securities only in jurisdictions where offers and sales are permitted. As used in this prospectus supplement, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.

The following summary describes the commodity-linked jump securities, which we, Morgan Stanley and MSFL, refer to as the securities, linked to a single commodity, a commodity index, a commodity exchange-traded fund (“commodity ETF”) or a basket of commodities, which we refer to as the underlying asset, that we, Morgan Stanley, may offer from time to time, in general terms only. You should read the summary together with the more detailed information contained in this prospectus supplement, in the accompanying prospectus and in the applicable pricing supplement. We may also prepare free writing prospectuses that describe the preliminary terms for particular issuances of the securities. Any free writing prospectus should also be read in connection with this prospectus supplement and the accompanying prospectus. For purposes of this prospectus supplement, any references to an applicable pricing supplement may also refer to a free writing prospectus, unless the context otherwise requires.

We will sell the securities primarily in the United States, but may also sell them outside the United States or both in and outside the United States simultaneously. In the case of Morgan Stanley, the securities it offers under this prospectus supplement are among the notes referred to as its Series I medium-term notes. The offering of Morgan Stanley’s Series I medium-term notes is referred to as its Series I program. In the case of MSFL, the securities it offers under this prospectus supplement are among the notes referred to as its Series A medium-term notes. The offering of MSFL’s Series A medium-term notes is referred to as its Series A program. See “Plan of Distribution (Conflicts of Interest)” in this prospectus supplement. MSFL’s payment obligations on securities issued by it will be fully and unconditionally guaranteed by Morgan Stanley.

index percent change	=	final index value – initial index value
index percent change	=	initial index value

ETF percent change	=	final ETF price – initial ETF price
ETF percent change	=	initial ETF price

basket percent change	=	final basket commodity price – initial basket commodity price
basket percent change	=	initial basket commodity price

Unless otherwise specified in the applicable pricing supplement, the original issue price for each offering of securities will include costs associated with issuing, selling, structuring and hedging the securities, which will be borne by you, and, consequently, the estimated value of the securities on the pricing date will be less than the original issue price. Our estimate of the value of the securities as determined on the pricing date will be set forth on the cover of the applicable pricing supplement.

Unless otherwise specified in the applicable pricing supplement, in valuing the securities on the pricing date, we will take into account that the securities comprise both a debt component and a performance-based component linked to the underlying asset. The estimated value of the securities will be determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying asset, instruments based on the underlying asset and/or its components, 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.

Unless otherwise specified in the applicable pricing supplement, in determining the economic terms for each offering of securities, such as the upside payment or any other economic terms, we will 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 for such offering of securities would be more favorable to you.

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 asset, 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, unless otherwise specified in the applicable pricing supplement, because the costs associated with issuing, selling, structuring and hedging the securities will not be fully deducted upon issuance, for a predetermined period of time following the original issue date (to be specified in the applicable pricing supplement), 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 asset, 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.

For additional information on the estimated value and the secondary market prices of the securities, see “Risk Factors—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” and “—The estimated value of the securities, as set forth in the applicable pricing supplement, will be determined by reference to our pricing and valuation models, which may differ from those of other dealers, and will not represent a maximum or minimum secondary market price” below.

Jump securities with a fixed upside payment, and there is no further participation in the appreciation of the underlying asset:

Assuming an issuance of securities linked to a single commodity with a fixed upside payment, the following graph illustrates the payment at maturity on each security for a range of hypothetical percentage changes in the underlying commodity. The graph does not illustrate every percentage change that may occur. The graph is based on the following hypothetical terms:

Jump securities that pay the greater of a fixed upside payment and an underlying asset-based return:

Assuming an issuance of securities linked to a commodity index that provides for the greater of a fixed upside payment and an underlying asset-based return, the following graph illustrates the payment at maturity on each security for a range of hypothetical percentage changes in the underlying commodity index. The graph does not illustrate every percent change that may occur. The graph is based on the following hypothetical terms:

Buffered jump securities with a fixed upside payment, and there is no further participation in the appreciation of the underlying asset:

Assuming an issuance of securities linked to shares of a commodity ETF with a fixed upside payment, the following graph illustrates the payment at maturity on each security for a range of hypothetical percentage changes in the price of the shares of the underlying commodity ETF. The graph does not illustrate every percentage change that may occur. The graph is based on the following hypothetical terms:

Buffered jump securities that pay the greater of a fixed upside payment and an underlying asset-based return:

Assuming an issuance of securities linked to a basket of commodities that provides for the greater of a fixed upside payment and an underlying asset-based return, the following graph illustrates the payment at maturity on each security for a range of hypothetical percentage changes in the value of the basket of commodities. The graph does not illustrate every percentage change that may occur. The graph is based on the following hypothetical terms:

For securities linked to a basket of commodities, it is important to note that increases in the value of one or more of the basket commodities may be moderated, or wholly offset, by lesser increases or declines in the value of one or more of the other basket commodities.

Below is an example of how to calculate the payment at maturity if the basket does not appreciate or depreciates as a whole and therefore the basket performance factor is 1.0 or less based on the hypothetical data in the respective tables below.

Basket Performance Factor = sum of the products of (x) the final basket commodity price for each basket commodity divided by the initial basket commodity price of such basket commodity times (y) the basket commodity weighting for such basket commodity:

(final Y commodity index value / initial Y commodity index value) × 0.25; plus

In the above example, the final basket commodity prices for Y commodity index and Z commodity ETF (with a combined weighting of 50% of the basket) are each higher than their respective initial basket commodity prices, but the final basket commodity price of X commodity (with a weighting of 50% of the basket) is lower than its initial basket commodity price. Accordingly, although the final basket commodity prices of two out of the three basket commodities have increased in value over their respective initial basket commodity prices, the final basket commodity price of one basket commodity has declined from its initial basket commodity price and, because it has declined further, its decline offsets the increases in the other basket commodities and, consequently, the basket performance factor is less than 1.0. Therefore, the payment at maturity per security will be less than the $10 stated principal amount and will equal:

Trigger jump securities with a fixed upside payment, and there is no further participation in the appreciation of the underlying asset:

Assuming an issuance of securities linked to a commodity index with a fixed upside payment, the following graph illustrates the payment at maturity on each security for a range of final index values of the underlying index. The graph does not illustrate every final index value that may occur. The graph is based on the following hypothetical terms:

Trigger jump securities that pay the greater of a fixed upside payment and an underlying asset-based return:

Assuming an issuance of securities linked to a commodity index that provides for the greater of a fixed upside payment and an underlying asset-based return, the following graph illustrates the payment at maturity on each security for a range of final index values of the underlying index. The graph does not illustrate every final index value that may occur. The graph is based on the following hypothetical terms:

Presented below are hypothetical examples showing how the payment at maturity is calculated for securities with multiple valuation dates. In these examples, we have assumed that the securities are linked to a single commodity index with an initial index value equal to 1,000, that the securities provide for the greater of the upside payment of $200 and the product of the stated principal amount and the index percent change and that the stated principal amount is $1,000.

The payment at maturity is based on the final average index value, which equals the arithmetic average of the index value of the underlying commodity index on each of the valuation dates (four dates in our examples below) specified in the applicable pricing supplement. Because the value of the underlying commodity index may be subject to significant fluctuations over the period covered by the valuation dates, it is not possible to present a chart or table illustrating the complete range of possible payments at maturity. The examples of the hypothetical payment calculations that follow are intended to illustrate the effect of general trends in the index value of the underlying commodity index over such period on the amount payable to you at maturity. However, the underlying commodity index may not increase or decrease over such period in accordance with any of the trends depicted by the hypothetical examples below.

The following three examples illustrate the payment at maturity on the securities for a range of hypothetical index values in a hypothetical issuance with four valuation dates and demonstrate the impact of basing the calculation of the payment at maturity on the final average index value.

The securities are not secured debt, are riskier than ordinary debt securities and, unlike ordinary debt securities, the securities generally do not pay interest or guarantee the return of principal at maturity. The return investors realize on the securities may be limited to the fixed upside payment if so specified in the applicable pricing supplement. This section describes the material risks relating to the securities. You should carefully consider whether the securities are suited to your particular circumstances before you decide to purchase them.

The securities generally do not pay interest or guarantee return of principal

The terms of the securities differ from those of ordinary debt securities in that we do not guarantee to pay you the principal amount of the securities at maturity and generally do not pay you any interest on the securities. Instead, at maturity, you will receive for each stated principal amount of securities that you hold an amount in cash based on the final value (or final average value) of the underlying asset. If the final value (or final average value) decreases from the initial value, you will receive an amount in cash that is less than the stated principal amount of each security by an amount proportionate to the decline in the value of the underlying asset, and you will lose some or all of your investment. Buffered Jump securities offer limited protection against the loss of principal for a decline in the underlying asset up to the buffer amount and provide for a minimum payment at maturity equal to the stated principal amount times the buffer amount. Trigger Jump securities offer limited protection against the loss of principal for a decline in the underlying asset up to the trigger amount but generally do not provide for a minimum payment at maturity.

In the case of securities with a fixed upside payment, the payment at maturity will equal the stated principal amount plus a fixed upside payment for any final value of the underlying asset that is greater than the initial value. Your return will be limited to such fixed upside payment even if the value of the underlying asset increases substantially.

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:

Some or all of these factors will influence the price that you will receive if you sell your securities prior to maturity. Generally, the longer the time remaining to maturity, the more the market price of the securities will be affected by the other factors described above. For example, you may have to sell your securities at a substantial discount from the stated principal amount if, at the time of sale or on earlier valuation dates, if any, the underlying asset is at, below or not sufficiently above its initial value.

You cannot predict the future performance of the underlying asset based on its historical performance. We cannot guarantee that the performance of the underlying asset will be positive, so that you will receive at maturity an amount that is greater than the stated principal amount of the securities.

You will be able to review the historical prices of the underlying asset in the applicable pricing supplement. You cannot predict the future performance of the underlying asset based on its historical performance. The value of the applicable underlying asset may decrease so that you will receive at maturity a payment that is less than the principal amount of the securities by an amount proportionate to the decrease in the value of the underlying asset, and in the case of buffered jump securities, in by an amount that is proportionate to the decrease in the value of the underlying asset, multiplied by the downside factor. In addition, there can be no assurance that the value of the underlying asset will increase so that you will receive at maturity an amount in excess of the stated principal amount of the securities. Nor can there be any assurance that the value of the underlying asset will not increase beyond a specified percentage of the initial value of the underlying asset, in which case you will receive only the maximum payment at maturity and will not benefit fully from such appreciation of the underlying asset.

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 the securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the 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.

Securities issued by MSFL will not have the benefit of any cross-default or cross-acceleration with other indebtedness of MSFL or Morgan Stanley; a Morgan Stanley covenant default or bankruptcy, insolvency or reorganization event does not constitute an event of default with respect to MSFL securities

The securities issued by MSFL will not have the benefit of any cross-default or cross-acceleration with other indebtedness of MSFL or Morgan Stanley. In addition, a covenant default by Morgan Stanley, as guarantor, or an event of bankruptcy, insolvency or reorganization of Morgan Stanley, as guarantor, does not constitute an event of default with respect to any securities issued by MSFL. See “Description of Debt Securities—Events of Default” in the accompanying prospectus.

In the case of securities with one valuation date, the amount payable on the securities is not linked to the value of the underlying asset at any time other than that one valuation date

In the case of securities with one valuation date, the final value of the underlying asset will be based on the value of the underlying asset on the valuation date, subject to postponement in the event of non-index business days, or non-trading days as applicable, or the occurrence of a market disruption event. Even if the value of the underlying asset appreciates prior to the valuation date but then drops on the valuation date to at or below the initial value of the asset, you will not benefit from the upside payment feature, and the payment at maturity will be significantly less than it would have been had the payment at maturity been linked to the value of the underlying asset prior to such drop. Although the actual value of the underlying asset on the stated maturity date or at other times during the term of the securities may be higher than the final value of the underlying asset, the payment at maturity for such securities will be based solely on the value of the underlying asset on the valuation date.

In the case of securities with multiple valuation dates, the securities may pay less than the stated principal amount at maturity even where the value of the underlying asset on the final valuation date is higher than its initial value

For securities with multiple valuation dates, you will receive a payment at maturity that is greater than the stated principal amount of the securities only if the arithmetic average of the values of the underlying asset on each of the valuation dates is greater than its initial value. A value of the underlying asset which is higher than its initial value on any one valuation date may be partially or entirely offset by a value of the underlying asset which is lower than its initial value on any other valuation date. Consequently, it is possible that you will receive at maturity an amount less than the stated principal amount for each security you hold, even if the underlying asset has appreciated substantially as of the final valuation date.

Legal and regulatory changes could adversely affect the return on and value of your securities

Futures contracts and options on futures contracts, including those related to the underlying commodities or the index commodities, are subject to extensive statutes, regulations, and margin requirements. The Commodity Futures Trading Commission, commonly referred to as the “CFTC,” and the exchanges on which such futures contracts trade are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily limits and the suspension of trading. Furthermore, certain exchanges have regulations that limit the amount of fluctuations in futures contract prices that may occur during a single five-minute trading period. These limits could adversely affect the market prices of relevant futures and options contracts and forward contracts. The regulation of commodity transactions in the U.S. is subject to ongoing modification by government and judicial action. In addition, various non-U.S. governments have expressed concern regarding the disruptive effects of speculative trading in the commodity markets and the need to regulate the derivative markets in general. The effect on the value of the securities of any future regulatory change is impossible to predict, but could be substantial and adverse to the interests of holders of the securities.

For example, the Dodd-Frank Act, which was enacted on July 21, 2010, requires the CFTC to establish limits on the amount of positions that may be held by any person in certain commodity futures contracts and swaps, futures and options that are economically equivalent to such contracts. While the effects of these or other regulatory developments are difficult to predict, when adopted, such rules may have the effect of making the markets for commodities, commodity futures contracts, options on futures contracts and other related derivatives more volatile and over time potentially less liquid. Such restrictions may force market participants, including us and our affiliates, or such market participants may decide, to sell their positions in such futures contracts and other instruments subject to the limits. If this broad market selling were to occur, it would likely lead to declines, possibly significant declines, in commodity prices, in the price of such commodity futures contracts or instruments and potentially, the value of the securities.

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 predetermined period of time following the original issue date (to be specified in the applicable pricing supplement), 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 asset, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.

The estimated value of the securities, as set forth in the applicable pricing supplement, will be determined by reference to our pricing and valuation models, which may differ from those of other dealers, and will not represent 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 will not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your notes in the secondary market (if any exists) at any time. The value of your notes at any time after the date of the applicable 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.

The securities may not be listed on any securities exchange and secondary trading may be limited

Unless we specify otherwise in the applicable pricing supplement, the securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. Our affiliate, 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 commodities, underlying commodity indices or underlying commodity ETFs

Investing in the securities is not equivalent to investing directly in an underlying asset, or in futures contracts or forward contracts on such underlying asset.

By purchasing the securities, you do not purchase any entitlement to the underlying asset or to futures contracts or forward contracts on any of the commodities that may be related to such underlying asset. Also, by purchasing the securities, you are taking credit risk of Morgan Stanley and are not taking credit risk with respect to any counter-party to futures contracts and forward contracts on any of the commodities that may be related to the underlying asset.

Additionally, because the performance of each underlying commodity, underlying commodity index or underlying commodity ETF is based on the value of such underlying commodity, underlying commodity index or underlying commodity ETF on the valuation date(s), it is possible for the final commodity price, final index value or final ETF price, as applicable, of any of the underlying commodities, underlying commodity indices or underlying commodity ETFs, as applicable, to be lower than the relevant initial commodity price, initial index value or initial ETF price of such underlying commodity, underlying commodity index or underlying commodity ETF even if the price of such underlying commodity, underlying commodity index or underlying commodity ETF has been above the initial commodity price, initial index value or initial ETF price, as applicable, during the term of the securities. A decrease in the price or value, as applicable, of any of the underlying commodities, underlying commodity indices or underlying commodity ETFs may have a material adverse effect on the value of the securities and the return on an investment in the securities.

Furthermore, where the securities have more than one valuation date, it is possible for the final average commodity price, final average index value or final average ETF price, as applicable, to be lower than the initial commodity price, initial index value or initial ETF price, as applicable, even if the price or value, as applicable, of the underlying asset at maturity is higher than the relevant initial commodity price or initial index value, as applicable, because a low price or value, as applicable, of such underlying asset on any one valuation date could more than offset a high price or value, as applicable, for such underlying asset on the other valuation dates.

The Calculation Agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities

The relevant Calculation Agent will determine the initial commodity price, initial index value, initial ETF price or initial basket commodity price, as applicable, the final commodity price, final index value, final ETF price or final basket commodity price (or final average commodity price, final average index value, final average ETF price or final average basket commodity price), as applicable, the percentage change in the value of the underlying asset, the payment at maturity, if any, and whether a market disruption event has occurred. Moreover, certain determinations made by the relevant 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 value of any underlying asset in the event of a discontinuance of the relevant underlying asset. These potentially subjective determinations may adversely affect the payout to you at maturity, if any. See the definition of market disruption event under “Description of Securities—General Terms of Securities––Some Definitions” and the discussion under “Description of Securities—Postponement of Valuation Date,” “—Discontinuance of Any Underlying Commodity Index; Alteration of Method of Calculation” and “—Discontinuance of Any Underlying Commodity ETF; Alteration of Method of Calculation.”

Hedging and trading activity by our affiliates could potentially adversely affect the prices of the commodities related to the underlying asset

One or more of our affiliates and/or third party dealers expect to carry out hedging activities related to the securities, including trading in swaps, futures and options contracts on the underlying commodities, the underlying commodity indices, the underlying commodity ETFs and the commodities that underlie the underlying commodity indices or the underlying commodity ETFs as well as in other instruments related or linked to the underlying commodities, underlying commodity indices and/or underlying commodity ETFs. 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 or more frequent dynamic adjustments to the hedge as the valuation date approaches. Some of our other affiliates also trade the underlying commodities, the index commodities and shares of the underlying commodity ETFs and other financial instruments related to the underlying commodities, underlying commodity indices and/or underlying commodity ETFs on a regular basis as part of their general commodity trading, proprietary trading and other businesses. Any of these hedging or trading activities on or prior to the pricing date could potentially affect the initial commodity prices, initial index values or initial ETF prices, as applicable, and, as a result, could increase the values at which the underlying commodities, the underlying commodity indices and/or the underlying commodity ETF shares must close on any valuation date(s) so that you do not suffer a loss on your initial investment in the securities. Additionally, such hedging or trading activities during the term of the securities could potentially adversely affect the prices or values, as applicable, of the underlying asset, including the price or values, as applicable, on the valuation date(s), and, accordingly, the amount of cash you will receive upon a sale of the securities or at maturity, if any.

The U.S. federal income tax consequences of an investment in the securities are uncertain

Except as otherwise provided in the applicable pricing supplement, under current law, we intend to treat each security as a single financial contract that is an “open transaction” for U.S. federal income tax purposes. However, the U.S. federal income tax consequences of an investment in the securities are uncertain. If the Internal Revenue Service (the “IRS”) were successful in asserting an alternative treatment for the securities, the timing and character of income or loss on the securities might differ significantly from the tax treatment described in this prospectus supplement. The risk that financial instruments providing for buffers, triggers or similar downside protection features would be recharacterized, for U.S. federal income tax purposes, as debt instruments giving rise to ordinary income, rather than as open transactions, 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 section entitled “United States Federal Taxation” in this prospectus supplement.

For a security linked to an equity interest in one of a specified list of entities, there is a substantial risk that an investment in the security will be treated as a “constructive ownership transaction.” If this treatment applies, all or a portion of any long-term capital gain recognized by a U.S. investor in respect of the security could be recharacterized as ordinary income (in which case an interest charge would be imposed). In addition, if the entity that the security links to holds certain commodities, the long-term capital gain that a U.S. investor would otherwise recognize in respect of the security up to the amount of the “net underlying long-term capital gain” could, if the U.S. investor is an individual or other non-corporate investor, be subject to tax at the higher rates applicable to “collectibles” instead of the general rates that apply to long-term capital gain. U.S. investors should read the section entitled “United States Federal Taxation—Tax Consequences to U.S. Holders—Possible Application of Section 1260 of the Code” in this prospectus supplement.

The U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. Such issues include whether to require holders of these instruments to accrue income over the term of their investment; 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 (as discussed above). In addition, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, 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.

Please read carefully the section of this prospectus supplement called “United States Federal Taxation” concerning the U.S. federal income tax consequences of an investment in the securities. Both U.S. and non-U.S. investors should consult their tax advisers regarding all aspects of the U.S. federal tax consequences of an investment in the securities, including possible alternative treatments, the issues presented by the notice and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Investments linked to commodities are subject to sharp fluctuations in commodity prices

Investments, such as the commodity-linked jump securities, linked to the prices of commodities, are subject to sharp fluctuations in the prices of commodities and related contracts over short periods of time for a variety of factors, including: changes in supply and demand relationships; weather; climatic events; the occurrence of natural disasters; wars; political and civil upheavals; acts of terrorism; trade, fiscal, monetary, and exchange control programs; domestic and foreign political and economic events and policies; disease; pestilence; technological developments; changes in interest rates; and trading activities in commodities and related contracts. These factors may affect the value of the underlying commodities, underlying commodity indices and/or underlying commodity ETFs and, accordingly, the value of your securities in varying and potentially inconsistent ways.

Specific commodities prices are volatile and are affected by numerous factors

For special risks related to certain underlying commodities that may be specified in the applicable pricing supplement, please see the relevant descriptions in “Annex I––Certain Additional Commodity Risks.”

Single commodity prices tend to be more volatile than, and may not correlate with, the prices of commodities generally

The payment at maturity on the securities may be linked exclusively to the price of a single underlying commodity and not to a diverse basket of commodities or a broad-based commodity index. For such securities, the price of the underlying commodity may not correlate to, and may diverge significantly from, the prices of commodities generally. Because these securities are linked to the price of a single commodity, they carry greater risk and may be more volatile than a security linked to the prices of multiple commodities or a broad-based commodity index. The prices of many individual commodities may be, and have recently been, highly volatile, and there can be no assurance that the volatility will lessen. See “Annex I: Certain Additional Commodity and Commodity Index Risks.”

Changes in the value of one or more of the basket commodities may offset each other

For securities linked to a basket of two or more commodities, commodity indices and/or commodity ETFs movements in the basket commodities may not correlate with each other. For example, at a time when the value of one or more of the basket commodities underlying a security increases, the value of one or more of the other basket commodities may not increase as much or may even decline. Therefore, in calculating the performance of the basket on any valuation date, increases in the value of one or more of the basket commodities may be moderated, or wholly offset, by lesser increases or declines in the value of one or more of the other basket commodities.

You cannot predict the future performance of any of the basket commodities or of the basket as a whole, or whether increases in the values of any of the basket commodities will be offset by decreases in the values of other basket commodities, based on their historical performance.

If the securities are linked to a basket of two or more commodities, commodity indices and/or commodity ETFs, the basket commodities may have different weightings in determining the value of the basket of commodities. In such case, the same percentage change in two of the basket commodities could have different effects on the performance of the basket because of the unequal weightings. For example, if the weighting of one basket commodity is greater than the weighting of another basket commodity, a 5% decrease in the value of the basket commodity with the greater weighting will have a greater impact on the performance of the basket than a 5% increase in the value of the basket commodity with the lesser weighting.

Adjustments to any underlying commodity index or underlying commodity ETF could adversely affect the value of the securities

The underlying commodity index publishers are responsible for calculating and maintaining any underlying commodity index. The underlying commodity index publishers can add, delete or substitute the commodity contracts included in any underlying commodity index or make other methodological changes that could change the value of the underlying commodity index. The underlying commodity index publishers may discontinue or suspend calculation or dissemination of any underlying commodity index. Any of these actions could adversely affect the value of the securities. The underlying commodity index publishers have no obligation to consider your interests in calculating or modifying any underlying commodity index.

The underlying commodity index publishers may discontinue or suspend calculation or publication of any underlying commodity index at any time. In these circumstances, MSCG, as the Calculation Agent, will have the sole discretion to substitute a successor index that is comparable to the discontinued underlying commodity index. MSCG could have an economic interest that is different than that of investors in the securities insofar as, for example, MSCG is permitted to consider indices that are calculated and published by MSCG or any of its affiliates. If MSCG determines that there is no appropriate successor index, at maturity the payment on the securities will be an amount based on the closing prices of the commodities included in the discontinued underlying commodity 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 commodity index last in effect prior to discontinuance of such index.

For securities linked to an underlying commodity ETF, the underlying commodity index publisher of an index which the relevant underlying commodity ETF generally seeks to track, which we refer to as a share underlying index, is responsible for calculating and maintaining such index. Such underlying commodity index publisher can add, delete or substitute the commodity contracts underlying the share underlying index or make other methodological changes that could change the value of the share underlying index and, therefore, the value of the relevant underlying commodity ETF. The investment adviser of any underlying commodity ETF, pursuant to its investment strategy or otherwise, may add, delete or substitute the commodities or commodity contracts held by such underlying commodity ETF. Any of these actions could adversely affect the price of the shares of the relevant underlying commodity ETF and, consequently, the value of the securities.

The performance and market price of the underlying commodity ETF shares, particularly during periods of market volatility, may not correlate with the performance of the share underlying index, the performance of the component securities of the share underlying index or the net asset value per share of the underlying commodity ETF shares

The underlying commodity ETF shares do not fully replicate the share underlying index and may hold securities that are different than those included in the share underlying index. In addition, the performance of the underlying commodity ETF shares will reflect additional transaction costs and fees that are not included in the calculation of the share underlying index. All of these factors may lead to a lack of correlation between the performance of the underlying commodity ETF shares and the share underlying index. In addition, corporate actions (such as mergers and spin-offs) with respect to the equity securities underlying the underlying commodity ETF shares may impact the variance between the performances of the underlying commodity ETF shares and the share underlying index. Finally, because the shares of the underlying commodity ETF shares are traded on an exchange and are subject to market supply and investor demand, the market price of one share of the underlying commodity ETF shares may differ from the net asset value per share of the underlying commodity ETF shares.

In particular, during periods of market volatility, or unusual trading activity, trading in the securities underlying the underlying commodity ETF shares may be disrupted or limited, or such securities may be unavailable in the secondary market. Under these circumstances, the liquidity of the underlying commodity ETF shares may be adversely affected, market participants may be unable to calculate accurately the net asset value per share of the underlying commodity ETF shares, and their ability to create and redeem shares of the underlying commodity ETF shares may be disrupted. Under these circumstances, the market price of the underlying commodity ETF shares may vary substantially from the net asset value per share of the underlying commodity ETF shares or the level of the share underlying index.

For all of the foregoing reasons, the performance of the underlying commodity ETF shares may not correlate with the performance of the share underlying index, the performance of the component securities of the share underlying index or the net asset value per share of the underlying commodity ETF shares. Any of these events could materially and adversely affect the price of the underlying commodity ETF shares and, therefore, the value of the securities. Additionally, if market volatility or these events were to occur on the valuation date, the calculation agent would maintain discretion to determine whether such market volatility or events have caused a market disruption event to occur, and such determination would affect the payment at maturity of the securities. If the calculation agent determines that no market disruption event has taken place, the payment at maturity would be based solely on the published closing price per share of the underlying commodity ETF shares on the valuation date, even if the underlying commodity ETF shares are underperforming the share underlying index or the component securities of the share underlying index and/or trading below the net asset value per share of the underlying commodity ETF shares.

Higher future prices of commodities included in an underlying commodity index relative to their current prices may adversely affect the value of the underlying commodity index and the value of the securities

For securities linked to an underlying commodity index, whether alone or as part of a basket, the underlying commodity index will be composed of futures contracts on physical commodities. Unlike equities, which typically entitle the holder to a continuing stake in a corporation, commodity futures contracts normally specify a certain date for delivery of the underlying physical commodity. As the futures contracts that compose an underlying commodity index approach expiration, they are replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in September may specify an October expiration. As time passes, the contract expiring in October is replaced by a contract for delivery in November. This process is referred to as “rolling.” If the market for these contracts is (putting aside other considerations) in “backwardation,” where the prices are lower in the distant delivery months than in the nearer delivery months, the sale of the October contract would take place at a price that is higher than the price of the November contract, thereby creating a “roll yield.” While many of the contracts included in an underlying commodity index may have historically exhibited consistent periods of backwardation, backwardation will most likely not exist at all times. Moreover, certain of the commodities included in an underlying commodity index may have historically traded in “contango” markets. Contango markets are those in which the prices of contracts are higher in the distant delivery months than in the nearer delivery months. The presence of contango and absence of backwardation in the commodity markets could result in negative “roll yields,” which could adversely affect the value of an underlying commodity index and, accordingly, the value of the securities.

The antidilution adjustments the Calculation Agent is required to make do not cover every event that could affect the underlying commodity ETF

The Calculation Agent, will adjust the amount payable at maturity for certain events affecting the underlying commodity ETF shares. However, the Calculation Agent will not make an adjustment for every event that could affect the underlying commodity ETF shares. If an event occurs that does not require the Calculation Agent to adjust the amount payable at maturity, the market price of the securities may be materially and adversely affected.

Suspension or disruptions of market trading in commodity and related futures markets may adversely affect the value of the securities

The commodity markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention. In addition, U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices which may occur during a single business day. These limits are generally referred to as “daily price fluctuation limits” and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a “limit price.” Once the limit price has been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could adversely affect the value of the underlying asset and, therefore, the value of the securities.

An investment linked to commodity futures contracts is not equivalent to an investment linked to the spot prices of physical commodities

Underlying commodity indices and certain underlying commodities have returns based on the change in price of futures contracts included in such underlying commodity index or on such underlying commodity, not the change in the spot price of actual physical commodities to which such futures contracts relate. The price of a futures contract reflects the expected value of the commodity upon delivery in the future, whereas the price of a physical commodity reflects the value of such commodity upon immediate delivery, which is referred to as the spot price. Several factors can result in differences between the price of a commodity futures contract and the spot price of a commodity, including the cost of storing such commodity for the length of the futures contract, interest costs related to financing the purchase of such commodity and expectations of supply and demand for such commodity. While the changes in the price of a futures contract are usually correlated with the changes in the spot price, such correlation is not exact. In some cases, the performance of a commodity futures contract can deviate significantly from the spot price performance of the related underlying commodity, especially over longer periods of time. Accordingly, investments linked to the return of commodities futures contracts may underperform similar investments that reflect the spot price return on physical commodities.

There are risks relating to the trading of metals on the London Metal Exchange

The official cash offer prices of certain underlying commodities, such as aluminum, copper, lead, nickel and zinc, may be determined by reference to the per unit U.S. dollar cash offer prices of contracts traded on the London Metal Exchange, which we refer to as the LME. The LME is a principals’ market which operates in a manner more closely analogous to the over-the-counter physical commodity markets than regulated futures markets. For example, there are no daily price limits on the LME, which would otherwise restrict the extent of daily fluctuations in the prices of LME contracts. In a declining market, therefore, it is possible that prices would continue to decline without limitation within a trading day or over a period of trading days. In addition, a contract may be entered into on the LME calling for delivery on any day from one day to three months following the date of such contract and for monthly delivery in any of the next 16 to 24 months (depending on the commodity) following such third month, in contrast to trading on futures exchanges, which call for delivery in stated delivery months. As a result, there may be a greater risk of a concentration of positions in LME contracts on particular delivery dates, which in turn could cause temporary aberrations in the prices of LME contracts for certain delivery dates. If such aberrations occur on any valuation date, the per unit U.S. dollar cash offer prices used to determine the official cash offer price of certain underlying commodities could be adversely affected.

There are risks relating to trading of commodities on the London Bullion Market Association and the London Platinum and Palladium Market

Gold and silver are traded on the London Bullion Market Association, which we refer to as the LBMA, and platinum and palladium are traded on the London Platinum and Palladium Market, which we refer to as the LPPM. The closing prices of certain underlying commodities will be determined by reference to the London silver price reported by the LBMA (in the case of silver) and the fixing prices reported by the LBMA (in the case of gold) and the LPPM (in the case of platinum and palladium). The LBMA is a self-regulatory association of bullion market participants. Although all market-making members of the LBMA are supervised by the Bank of England and are required to satisfy a capital adequacy test, the LBMA itself is not a regulated entity. Like the LBMA, the LPPM is a self-regulatory association of bullion market participants that is not a regulated entity. If the LBMA or the LPPM should cease operations, or if bullion trading should become subject to a value added tax or other tax or any other form of regulation currently not in place, the role of LBMA prices and pricing fixings as a global benchmark for the value of gold and silver, respectively, and the LPPM price fixings for the value of platinum and palladium may be adversely affected. Each of the LBMA and the LPPM is a principals’ market which operates in a manner more closely analogous to over-the-counter physical commodity markets than regulated futures markets, and certain features of U.S. futures contracts are not present in the context of LBMA or LPPM trading. For example, there are no daily price limits on the LBMA or the LPPM, which would otherwise restrict fluctuations in the prices of LBMA or LPPM contracts. In a declining market, it is possible that prices would continue to decline without limitation within a trading day or over a period of trading days. In addition, there are currently proposals to replace the current process for determining the commodity price for gold. If this were to change, we can give you no assurance that any

new process will function as intended or that it will generate the same price as would have been generated pursuant to the current process.

Investors should carefully read the general terms and provisions of our debt securities in “Description of Debt Securities” in the prospectus. This section supplements that description. The applicable pricing supplement will specify the particular terms for each issuance of securities, and may supplement, modify or replace any of the information in this section and in “Description of Debt Securities” in the prospectus. References in this prospectus supplement to a security shall refer to the stated principal amount specified as the denomination for that issuance of securities in the applicable pricing supplement.

The following terms used in this section are defined in the indicated sections of the accompanying prospectus:

Morgan Stanley Securities. Morgan Stanley will issue the securities as part of its Series I medium-term notes under the Senior Debt Indenture. The Series I medium-term notes issued under the Senior Debt Indenture, together with Morgan Stanley’s senior Series J and Series K global medium-term notes, referred to below under “Plan of Distribution (Conflicts of Interest),” will constitute a single series under that indenture, together with any other obligations Morgan Stanley issues in the future under the Senior Debt Indenture that it designates as being part of that series. The Senior Debt Indenture does not limit the amount of additional indebtedness that Morgan Stanley may incur. Morgan Stanley may, without your consent, create and issue additional securities with the same terms as previous issuances of securities, so that the additional securities will be considered as part of the same issuance as the earlier securities.

MSFL Securities. MSFL will issue the securities as part of its Series A medium-term notes under the MSFL Senior Debt Indenture. The Series A medium-term notes issued under the MSFL Senior Debt Indenture will constitute a single series under the MSFL Senior Debt Indenture, together with any other obligations MSFL issues in the future under the MSFL Senior Debt Indenture that it designates as being part of that series. The MSFL Senior Debt Indenture does not limit the amount of additional indebtedness that MSFL may incur. MSFL may, without your consent, create and issue additional securities with the same terms as previous issuances of securities, so that the additional securities will be considered as part of the same issuance as the earlier securities.

Ranking. Morgan Stanley Securities. Morgan Stanley securities issued under the Senior Debt Indenture will rank on a parity with all of its other senior indebtedness and with all of its other unsecured and unsubordinated indebtedness, subject to statutory exceptions in the event of liquidation upon insolvency.

MSFL Securities. MSFL securities issued under the MSFL Senior Debt Indenture will rank on a parity with all of its other senior indebtedness and with all of its other unsecured and unsubordinated indebtedness, subject to statutory exceptions in the event of liquidation upon insolvency. Such securities will be fully and unconditionally guaranteed by Morgan Stanley. 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 the securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. See “Structural Subordination; Morgan Stanley’s Access to Assets Held by Subsidiaries May Be Restricted” and “Status of the MSFL Securities; Relationship with Morgan Stanley Securities” in the accompanying prospectus.

Guarantee of MSFL Securities. The payments due, including any property deliverable, under any securities issued by MSFL, will be fully and unconditionally guaranteed by Morgan Stanley. If, for any reason, MSFL does not make any required payment in respect of any of the securities, Morgan Stanley will cause the payment to be made at the same address at which MSFL is obligated to make such payment. Morgan Stanley’s guarantee of the payments due on the securities issued by MSFL will be unsecured senior obligations of Morgan Stanley. See

“Description of Debt Securities—Morgan Stanley Guarantee of Debt Securities Issued by MSFL” in the accompanying prospectus.

Terms Specified in Pricing Supplements. A pricing supplement will specify the following terms of any issuance of securities to the extent applicable:

Some Definitions. We have defined some of the terms that we use frequently in this prospectus supplement below:

“adjustment factor” means, for any security linked to an underlying commodity ETF, a number which is initially 1.0 and will be subject to adjustment for certain events affecting the underlying commodity ETF shares as follows. If the underlying commodity ETF shares are subject to a share split or reverse share split, then once such split has become effective, the adjustment factor will be adjusted to equal the product of the prior adjustment factor and the number of shares issued in such share split or reverse share split with respect to one underlying commodity ETF share. No such adjustment to the adjustment factor will be required unless such adjustment would require a change of at least 0.1% in the amount being adjusted as then in effect. Any number so adjusted will be rounded to the nearest one hundred-thousandth, with five one-millionths being rounded upward.

“basket commodity” means any commodity, commodity index or commodity ETF which is a component of the basket of commodities for any security linked to a basket of commodities.

“basket commodity weighting” of a basket commodity in a basket of commodities represents the percentage of the whole basket initially assigned to such basket commodity. The weightings for each basket commodity will be specified in the applicable pricing supplement.

“basket of commodities” means the underlying basket of commodities which may consist of commodities, commodity indices, commodity ETFs or any combination thereof as specified in the applicable pricing supplement, the performance of which underlies the securities.

“buffer amount” means, for any security with a buffer feature, the percentage specified in the applicable pricing supplement by which the final commodity price, final index value, final ETF price or final basket value, as applicable, may decline from the initial commodity price, initial index value, initial ETF price or initial basket value, as applicable, before you will lose any part of the stated principal amount per security.

“business day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York.

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme.

delivery, stated in U.S. dollars, as calculated, administered and published by the relevant exchange on such date,

contract), stated in U.S. cents, as made public by the relevant exchange on such date, provided that if such futures contract is an October futures contract, then the commodity price for cotton will be determined using the December futures contract for the same year instead of the October futures contract,

“Depositary” or “DTC” means The Depository Trust Company, New York, New York.

“disappearance of commodity reference price” means (a) with respect to an underlying commodity index, the disappearance or permanent discontinuance or unavailability of the official settlement price of such underlying commodity index, notwithstanding the availability of the price source or the status of trading in the relevant index commodities or futures contracts related to the relevant index commodities, and (b) with respect to any underlying commodity or any index commodity, either (i) the failure of trading to commence, or the permanent discontinuance of trading, in such underlying commodity or index commodity or futures contracts related to such underlying commodity or index commodity on the relevant exchange for such underlying commodity or index commodity or (ii) the disappearance of, or of trading in, such underlying commodity or index commodity. For purposes of this definition, a discontinuance of publication of an underlying commodity index shall not be a disappearance of commodity reference price if the Calculation Agent shall have selected a successor index in accordance with “––Discontinuance of the Index; Alteration of Method of Calculation” below.

“downside factor” means, for buffered jump securities, the factor specified in the applicable pricing supplement by which any percentage decline in the underlying commodity, commodity index, commodity ETF or basket, as applicable, in excess of the buffer amount is multiplied.

“downside threshold value” means, for any security with a trigger feature, the value of the underlying commodity, commodity index, commodity ETF or basket, as applicable, specified in the applicable pricing supplement, to which the final commodity price, final index value, final ETF price or final basket value, as applicable, may decline from the initial commodity price, initial index value, initial ETF price or initial basket value, as applicable, before you will lose any part of the stated principal amount per security.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System.

“final average basket commodity price” means, with respect to each basket commodity, the final average commodity price, the final average index value or the final average ETF price, as applicable, for such basket commodity.

“final average commodity price” means the arithmetic average of the commodity prices of an underlying commodity on the valuation dates, as calculated by the Calculation Agent on the final valuation date.

“final average ETF price” means the arithmetic average of the product of the share closing price of one underlying commodity ETF share and the adjustment factor, each as determined on each of the valuation dates, as calculated by the Calculation Agent on the final valuation date.

“final average index value” means the arithmetic average of the official settlement price of an underlying commodity index as published by the underlying commodity index publisher or its successor on each of the valuation dates, as calculated by the Calculation Agent on the final valuation date.

“final basket commodity price” means, for each basket commodity, the relevant final commodity price, final index value or final ETF price, as applicable, for such basket commodity.

“final commodity price” means, in respect of an underlying commodity, the commodity price of such underlying commodity on the valuation date.

“final ETF price” means the share closing price of one underlying commodity ETF share times the adjustment factor, each as determined by the Calculation Agent on the valuation date.

“final index value” means the index value of an underlying commodity index on the valuation date.

“index business day” means in respect of any underlying commodity index, any day on which the official settlement price of such index is scheduled to be published.

“index commodity” means any of the commodities futures contracts underlying any underlying commodity index.

“index value” means, for any date and for any underlying commodity index, the official settlement price of such underlying commodity index as published by the underlying commodity index publisher or its successor on such date.

“initial basket commodity price” means, for each basket commodity, the relevant initial commodity price, initial index value or initial ETF price, as applicable, for such basket commodity.

“initial commodity price” means the commodity price of an underlying commodity on the pricing date or such other date as may be specified in the applicable pricing supplement. In the event of a market disruption event or a non-trading day in respect of any underlying commodity on the pricing date or such other date as may be specified in the applicable pricing supplement, the initial commodity price of such underlying commodity shall be determined in accordance with the mechanics described in paragraph (i) under “––Postponement of Valuation Date” on page S-60 below as if the pricing date or such specified date were a valuation date.

“initial ETF price” means the share closing price of one underlying commodity ETF share times the adjustment factor, each as determined by the Calculation Agent on the pricing date or such other date as may be specified in the applicable pricing supplement. In the event of a market disruption event or non-trading day in respect of any underlying commodity ETF shares on the pricing date or such other date as may be specified in the applicable pricing supplement, the initial ETF price of such underlying commodity ETF shares shall be determined in accordance with the mechanics described in paragraph (iii) under “––Postponement of Valuation Date” on page S-61 below as if the pricing date or such specified date were a valuation date.

“initial index value” means the index value of an underlying commodity index on the pricing date or such other date as may be specified in the applicable pricing supplement. In the event of a market disruption event or a non-index business day in respect of any underlying commodity index on the pricing date or such other date as may be specified in the applicable pricing supplement, the initial index value of such underlying commodity index shall be determined in accordance with the mechanics described in paragraph (ii) under “––Postponement of Valuation Date” on page S-60 below as if the pricing date or such specified date were a valuation date.

“interest payment date” for any security means a date on which, under the terms of that security, regularly scheduled interest, if any, is payable.

“issue price” means the amount per security specified in the applicable pricing supplement and will equal the stated principal amount of each security, unless otherwise specified.

For the purpose of determining whether a market disruption event in respect of underlying commodity ETF shares has occurred: (1) a limitation on the hours or number of days of trading will not constitute a market disruption event if it results from an announced change in the regular business hours of the market, (2) a decision to

permanently discontinue trading in the underlying commodity ETF shares or in the relevant futures or options contract will not constitute a market disruption event, (3) a suspension of trading in futures or options contracts on the underlying commodity ETF shares by the primary securities market trading in such contracts by reason of (a) a price change exceeding limits set by such securities exchange or market, (b) an imbalance of orders relating to such contracts or (c) a disparity in bid and ask quotes relating to such contracts will constitute a suspension, absence or material limitation of trading in futures or options contracts related to the underlying commodity ETF shares and (4) a “suspension, absence or material limitation of trading” on the primary market on which futures or options contracts related to the underlying commodity ETF shares are traded will not include any time when such securities market is itself closed for trading under ordinary circumstances. Upon any permanent discontinuance of trading in the underlying commodity ETF shares, see “––Discontinuance of Any Underlying Commodity ETF; Alteration of Method of Calculation” below.

A market disruption event with respect to one or more basket commodities, for any security linked to a basket of commodities, or index commodities, for any security linked to an underlying commodity index, will not constitute a market disruption event for the other basket commodities or index commodities, as applicable.

“material change in content” means, with respect to an underlying commodity index, the occurrence since the date of the applicable pricing supplement of a material change in the content, composition or constitution of such index or relevant futures contracts.

“material change in formula” means, with respect to an underlying commodity index, the occurrence since the date of the applicable pricing supplement of a material change in the formula for, or the method of calculating, the official settlement price of such index.

“maturity date” means the date specified in the applicable pricing supplement, subject to extension if the valuation date or final valuation date, as applicable, is postponed. If the valuation date or final valuation date, as applicable, is postponed so that it falls less than two business days prior to the scheduled maturity date, the maturity date will be postponed to the second business day following the valuation date or final valuation date, as applicable, as postponed. See “—Postponement of Valuation Date(s)” below.

“original issue date” means the date specified in the applicable pricing supplement on which a particular issuance of securities will be issued.

“payment at maturity” means the payment due at maturity with respect to each security, as described under “—Payment at Maturity” below.

“price source disruption” means (a) with respect to an underlying commodity index, either (i) the temporary failure of the underlying commodity index publisher to announce or publish the official settlement price of such index (or the price of any successor index, if applicable), or the information necessary for determining such price (or the price of any successor index, if applicable) or (ii) the temporary discontinuance or unavailability of such index, and (b) with respect to any underlying commodity or any index commodity, the temporary or permanent failure of any relevant exchange to announce or publish the relevant price specified in the applicable pricing supplement for the relevant underlying commodity or index commodity.

“pricing date” means the day on which we price the securities for initial sale to the public.

(i) for any definitive registered note, the date 15 calendar days prior to that interest payment date, whether or not that date is a business day; provided, however, that any interest payable at maturity shall be payable to the person to whom the payment at maturity shall be payable; and

(ii) for any global registered note, the date one business day prior to such interest payment date; provided, however, that any interest payable at maturity shall be payable to the person to whom the payment at maturity shall be payable.

“relevant exchange” means, with respect to an underlying commodity or an index commodity:

or, if such relevant exchange is no longer the principal exchange or trading market for such underlying commodity or index commodity, such exchange or principal trading market for such underlying commodity or index commodity that serves as the source of prices for such underlying commodity or index commodity and any principal exchanges where options or futures contracts on such commodities are traded.

Reuters and various other third party sources may report the official settlement price or the official cash offer price, as applicable, of the underlying commodity indices, the index commodities and the underlying commodities. If any such reported price for any index commodity, underlying commodity or underlying commodity index differs from that as determined by the relevant exchange in the case of any index commodity or underlying commodity or from that as published by any underlying commodity index publisher or its successor, in the case of any underlying commodity index, the official settlement price or the official cash offer price determined by such relevant exchange, as applicable, or the official settlement price as published by such underlying commodity index publisher or its successor, will prevail.

“share closing price” for any underlying commodity ETF share (or one unit of any other security for which a share closing price must be determined) on any trading day means:

If the underlying commodity ETF shares (or any such other security) are listed on any national securities exchange but the last reported sale price or the official closing price published by Nasdaq, as applicable, is not available pursuant to the preceding sentence, then the share closing price for one underlying commodity ETF share (or one unit of any such other security) on any trading day will mean the last reported sale price of the principal trading session on the over-the-counter market as reported on Nasdaq or the OTC Bulletin Board on such day. If a

market disruption event (as defined above) occurs with respect to the underlying commodity ETF shares (or any such other security) or the last reported sale price or the official closing price published by Nasdaq, as applicable, for the underlying commodity ETF shares (or any such other security) is not available pursuant to either of the two preceding sentences, then the share closing price for any trading day will be the mean, as determined by the Calculation Agent, of the bid prices for the underlying commodity ETF shares (or any such other security) for such trading day obtained from as many recognized dealers in such security, but not exceeding three, as will make such bid prices available to the Calculation Agent. Bids of Morgan Stanley & Co. LLC (“MS & Co.”) and its successors or any of its affiliates may be included in the calculation of such mean, but only to the extent that any such bid is the highest of the bids obtained. If no bid prices are provided from any third party dealers, the share closing price will be determined by the Calculation Agent in its sole and absolute discretion (acting in good faith) taking into account any information that it deems relevant. The term “OTC Bulletin Board Service” will include any successor service thereto. This definition of “share closing price” is subject to the provisions under “—Discontinuance of Any Underlying Commodity ETF; Alteration of Method of Calculation” below.

“stated principal amount” for an issuance of securities shall be the principal amount per security payable at maturity, as specified in the applicable pricing supplement.

“tax disruption” means the imposition of, change in or removal of an excise, severance, sales, use, value-added, transfer, stamp, documentary, recording or similar tax on, or measured by reference to, an underlying commodity or index commodity (other than a tax on, or measured by reference to overall gross or net income) by any government or taxation authority after the date of the applicable pricing supplement, if the direct effect of such imposition, change or removal is to raise or lower the price on any day that would otherwise be a valuation date from what it would have been without that imposition, change or removal.

“trading day” means in respect of each underlying commodity and each index commodity, a day, as determined by the Calculation Agent, that is a day on which the relevant exchange for such underlying commodity or index commodity is open for trading during its regular trading session, notwithstanding any such relevant exchange closing prior to its scheduled closing time.

“trading disruption” means, with respect to an underlying commodity or any index commodity, the material suspension of, or the material limitation imposed on, trading in an underlying commodity or index commodity or futures contracts related to such underlying commodity or index commodity on the relevant exchange for such underlying commodity or index commodity.

“trigger amount” means, for any security with a trigger feature, the percentage specified in the applicable pricing supplement by which the final commodity price, final index value, final ETF price or final basket value, as applicable, may decline from the initial commodity price, initial index value, initial ETF price or initial basket value, as applicable, before you will lose any part of the stated principal amount per security.

“underlying asset” means the commodity, commodity index, commodity ETF or basket of commodities specified in the applicable pricing supplement, the performance of which underlies the securities.

“underlying commodity” means any commodity specified in the applicable pricing supplement, the performance of which underlies the securities.

“underlying commodity ETF” means any commodity exchange-traded fund specified in the applicable pricing supplement.

“underlying commodity ETF shares” means shares of any underlying commodity ETF specified in the applicable pricing supplement, the performance of which underlies the securities.

“underlying commodity index” means any commodity index specified in the applicable pricing supplement, the performance of which underlies the securities.

“underlying commodity index publisher” means the publisher of the applicable underlying commodity index.

“valuation date” or “valuation dates” with respect to an issuance of securities will be specified in the applicable pricing supplement, subject to postponement as described below. If there is only one valuation date, the final commodity price, final index value or final ETF price, as applicable, will be determined on that valuation date. If there are multiple valuation dates, then the final average commodity price, final average index value or final average ETF price, as applicable, will be determined on the last valuation date, which we refer to as the “final valuation date.” In the event of a market disruption event, non-trading day or non-index business day, as applicable, the valuation date is subject to postponement as described under “––Postponement of Valuation Date” on page S-60 below.

References in this prospectus supplement to “U.S. dollars” or “U.S.$” or “$” are to the currency of the United States of America.

In this “Description of Securities,” references to the underlying commodity index will include the index or indices specified in the applicable pricing supplement and any successor index or indices, unless the context requires otherwise.

At maturity, upon delivery of the securities to the Trustee, we will pay with respect to each security an amount in cash equal to:

if the final commodity price, final index value, final ETF price or final basket value, or the final average commodity price, final average index value, final average ETF price or final average basket value, as applicable, is greater than the initial commodity price, initial index value, initial ETF price or initial basket value, as applicable:

if the final commodity price, final index value, final ETF price or final basket value, or the final average commodity price, final average index value, final average ETF price or final average basket value, as applicable, is less than or equal to the initial commodity price, initial index value, initial ETF price or initial basket value, as applicable: