ACTIVELY MANAGED CERTIFICATE LINKED TO ... - Morgan …

1 This is not an offer (or solicitation of an offer) to buy or sell the product. The product may not be offered, sold, transferred or delivered directly or indirectly in the United States to, or for the account or benefit of, any Person (as defined in Regulation S under the Securities Act). Please refer to the important information at the end of this term sheet. Copyright 2014 Morgan stanley . E-mail: Phone: +41 44 220 90 75 ACTIVELY MANAGED CERTIFICATE LINKED TO THE APSPERMONT EQUITY ROTATOR BASKET Terms and Conditions THE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES, AND ARE SUBJECT TO TAX REQUIREMENTS.

2 THE CERTIFICATES MAY NOT BE OFFERED, SOLD OR DELIVERED AT ANY TIME, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES (WHICH TERM INCLUDES THE TERRITORIES, THE POSSESSIONS AND ALL OTHER AREAS SUBJECT TO THE JURISDICTION OF THE UNITED STATES OF AMERICA) OR TO OR FOR THE ACCOUNT OR BENEFIT OF A PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OR THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE INTERNAL REVENUE CODE )). IN PURCHASING THE CERTIFICATES, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE NEITHER LOCATED IN THE UNITED STATES NOR A PERSON AND THAT YOU ARE NOT PURCHASING FOR, OR FOR THE ACCOUNT OR BENEFIT OF, ANY SUCH PERSON.

3 THE CERTIFICATES ARE NOT RATED. The Certificates are senior unsecured obligations of Morgan stanley , and all payments on the Certificates, including the repayment of principal, are subject to the credit risk of Morgan stanley . The Certificates are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. In Switzerland, the indicative term sheet possibly containing indicative parameters shall include the information required for a preliminary simplified prospectus pursuant to Article 5 of the Federal Act on Collective Investment Schemes ("CISA").

4 The final termsheet shall include the information required for a definitive simplified prospectus pursuant to Article 5 CISA and will be available no later than on the Issue Date. The preliminary and definitive simplified prospectuses are obtainable free of charge from the Issuer/ Morgan stanley & Co. International plc, London, Zurich Branch. These Certificates do not constitute any Collective Investment Schemes units in the meaning of the CISA. Accordingly, holders of the Certificates do not benefit from the investor protection under the CISA or the approval or supervision by the Swiss Financial Market Supervisory Authority (FINMA).

5 Investors are exposed to the credit risk of the Issuer and the Guarantor (if any). Accordingly, the value of the investment product is dependent not only on the development of the underlying assets but, among others, also the creditworthiness of the Issuer and the Guarantor (if any) which may vary over the term of the investment product. WITH THE EXCEPTION OF SWITZERLAND PRIVATE PLACEMENT ONLY. NOT FOR DISTRIBUTION TO INVESTORS. NO ONWARD DISTRIBUTION EXCEPT IN ACCORDANCE WITH THE RELEVANT PRIVATE PLACEMENT RESTRICTIONS. Terms used but not defined herein are as defined in the Offering Circular in respect of the Regulation S Programme for the Issuance of Notes Series A and B, Warrants and Certificates dated 18 August 2014 as supplemented on 29 September 2014 (the Offering Circular ).

6 A) PRODUCT DESCRIPTION The Certificates offer exposure on a 1:1 basis to the Aspermont Equity Rotator Basket, net of any management fee. The Aspermont Equity Rotator Basket will invest into a universe of assets which can include exclusively european country and sector indices, as per Annex 1. At maturity, the investor will receive an amount in EUR representive of the fee-net performance of Aspermont Equity Rotator Basket calculated on the final determination date. The Certificates are not capital protected and investors can lose all or part of their initial investment. PRODUCT DETAILS: DATES: SSPA Code 1300 Tracker CERTIFICATE Subscription Period 23 Sep - 06 Oct 2014 ISIN XS1112678633 Trade Date 06 October 2014 Valoren 25474476 Strike Date 13 October 2014 Denomination (Par) EUR 1,000 (unit denomination) Issue Date 20 October 2014 Issue Price EUR 1,005 Determination Date 07 October 2019 Issue Size 10,000 Certificates Maturity Date 14 October 2019 Settlement Currency EUR Minimum Investment 1 CERTIFICATE This is not an offer (or solicitation of an offer) to buy or sell the product.

7 The product may not be offered, sold, transferred or delivered directly or indirectly in the United States to, or for the account or benefit of, any Person (as defined in Regulation S under the Securities Act). Please refer to the important information at the end of this term sheet. Copyright 2014 Morgan stanley . E-mail: Phone: +41 44 220 90 75 UNDERLYING BASKET: Name Description ASPERMONT EUROPEAN EQUITY ROTATOR BASKET The Underlying Basket is a basket of assets which shall be selected and adjusted from time to time by the Investment Manager as specified in Annex 1.

8 Updated information on the Basket composition can only be obtained from the Investment Manager, which is responsible for providing such information to the CERTIFICATE holders that request so. GENERAL INFORMATION: Issuer Morgan stanley & Co. International Plc, 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom Issuer Rating A (S&P), A3(Moody s), A (Fitch) Supervision of the Issuer Authorised by the UK Prudential Regulation Authority and regulated by the UK Financial Conduct Authority and the UK Prudential Regulation Authority Dealer and Determination Agent Morgan stanley & Co. International Plc, 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom ( MSI ) Issuing and Paying Agent Bank of New York Mellon, One Canada Square, London, E14 5AL, United Kingdom FINAL REDEMPTION AMOUNT: Cash Settlement Amount On the Maturity Date, the investor shall be entitled to receive a cash amount equal to [the performance of the Underlying Basket calculated as follows.]

9 EUR 1,000 x [ Final Underlying Basket Value / Initial Underlying Basket Value] Underlying Basket Value The net asset value of the Underlyingt Basket on any Business Day as determined by the Determination Agent Initial Underlying Basket Value means the Underlying Basket Value on the Strike Date as determined by the Determination Agent Final Underlying Basket Value means the Underlying Basket Value on the Determination Date as determined by the Determination Agent FURTHER INFORMATION: Investment Manager Aspermont Capital AG, Loewenstrasse 66, 8001 Zurich, Switzerland Management Fee calculated daily on the Underlying Basket Value.

10 The management fee is split between the Issuer ( ) and the Investment Manager ( ). Payment to the investment manager is on a semi-annual basis. The investment manager is responsible for the disclosure of such fees to its own clients and for the compliance of such fees and their disclosure with applicable laws. CERTIFICATE Trading Fee on the buy and sell of each CERTIFICATE Notices All notices concerning the Certificates will be published on the website or any successor website hereto Settlement Type Cash Business Days TARGET, London This is not an offer (or solicitation of an offer) to buy or sell the product.