TY 2013 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bullet

Information about Form 990-PF and its instructions is at www.irs.gov/form990pf.

OMB No. 1545-0052

2013

Open to Public Inspection

For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013

Name of foundation
MORGAN STANLEY FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)1221 AVE OF THE AMERICAS-TAX DEPTROOM/SUITE 3RD FLRoom/suite

City or town, state or province, country, and ZIP or foreign postal code
NEW YORK, NY10020

A Employer identification number

13-6155650

B Telephone number (see instructions)

(212) 761-4000

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address changeName change

D 1. Foreign organizations, check here ............. bullet

2. Foreign organizations meeting the 85% test,
check here and attach computation ........... bullet

E If private foundation status was terminated
under section 507(b)(1)(A), check here ......... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$42,597,988J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ......... bullet

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	4,966,218
2	Check
3	Interest on savings and temporary cash investments	99,400		99,400
4	Dividends and interest from securities......	352,494		352,494
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		2,314,925
b	Gross sales price for all assets on line 6a 15,391,448
7	Capital gain net income (from Part IV, line 2)...			2,314,925
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......		11,958	11,958
12	Total. Add lines 1 through 11........	7,744,995		2,778,777
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see instructions)
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	0		0	0
25	Contributions, gifts, grants paid........	9,026,357			9,026,357
26	Total expenses and disbursements. Add lines 24 and 25	9,026,357		0	9,026,357
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-1,281,362
b	Net investment income (if negative, enter -0-)			2,778,777
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2013)

Form 990-PF (2013)

Page 2

Part II		Balance Sheets	Attached schedules and amounts in the description column should be for end-of-year amounts only. (See instructions.)	Beginning of year	End of year
Part II		Balance Sheets		(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............
	2	Savings and temporary cash investments..........		1,579,461	3,220,374	3,220,374
	3	Accounts receivable 391,947
		Less: allowance for doubtful accounts		734,896	391,947	391,947
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........
	10a	Investments—U.S. and state government obligations (attach schedule)		2,146,320	1,843,309	1,815,787
	b	Investments—corporate stock (attach schedule)........		24,842,795	23,133,368	30,811,894
	c	Investments—corporate bonds (attach schedule)........		6,671,430	6,357,364	6,357,986
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		35,974,902	34,946,362	42,597,988
		17	Accounts payable and accrued expenses..........
18		Grants payable...................
19		Deferred revenue..................
20		Loans from officers, directors, trustees, and other disqualified persons
21		Mortgages and other notes payable (attach schedule)......
22		Other liabilities (describe )
23		Total liabilities (add lines 17 through 22)..........			0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................		35,974,902	34,946,362
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................		35,974,902	34,946,362
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		35,974,902	34,946,362

Part III	Analysis of Changes in Net Assets or Fund Balances
1	Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
	with end-of-year figure reported on prior year’s return)...............	1	35,974,902
2	Enter amount from Part I, line 27a.....................	2	-1,281,362
3	Other increases not included in line 2 (itemize)	3	252,822
4	Add lines 1, 2, and 3..........................	4	34,946,362
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	34,946,362

Form 990-PF (2013)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	150000 UST NOTE .5% DUE 10/15/13	P	2013-05-03	2013-10-15
b	2240 SPDR S&P 500 ETF TRUST	P	2009-11-24	2013-11-21
c	.86 ISHARES TR S&P SMCP 600 INDX FD	P	2008-09-29	2013-05-20
d	43817.527 MSIF ACTIV INTL ALLOCATION	P	2009-04-13	2013-04-01
e	375000 FEDERAL HOME LOAN BANKS .25%	P	2013-02-25	2013-12-03
	15000 UST TIPS 2% DUE 7/15/14	P	2011-02-24	2013-01-31
	26938.077 MSIF US LARGE GROWTH FND	P	2004-04-01	2013-03-22
	745.662 MSIF ACTIVE INTL ALLOCATION	P	2009-07-02	2013-04-01
	450000 AMERICAN EXPRESS DUE 5/22/18	P	2013-05-16	2013-07-15
	15000 UST TIPS 2% DUE 7/15/14	P	2011-03-30	2013-01-31
	1230.645 MSIF US LARGE GROWTH FND	P	2004-12-27	2013-03-22
	6200.162 MSIF ACTIVE INTL ALLOCATION	P	2009-12-18	2013-04-01
	225000 GOOGLE INCE 1.25% DUE 5/19/14	P	2011-05-16	2013-09-17
	600000 FEDERAL HOME LOAN BANK .45%	P	2012-07-12	2013-02-07
	390.19 MSIF US LARGE GROWTH FND	P	2005-07-08	2013-03-22
	173.435 MSIF ACTIVE INTL ALLOCATION	P	2010-07-07	2013-04-01
	250000 GOOGLE 2.125% DUE 5/19/16	P	2012-01-17	2013-06-04
	600000 FEDERAL HOME LOAN BANK .6%	P	2012-09-28	2013-04-25
	199.043 MSIF US LARGE GROWTH FND	P	2005-12-23	2013-03-22
	5558.075 MSIF ACTIVE INTL ALLOCATION	P	2010-12-17	2013-04-01
	450000 JOHN DEERE CAP 1.85%	P	2012-01-18	2013-06-04
	230000 AT&T INC 2.5% DUE 8/15/15	P	2011-03-22	2013-05-15
	44.081 MSIF US LARGE GROWTH FND	P	2006-12-21	2013-03-22
	2564.389 MSIF ACTIVE INTL ALLOCATION	P	2011-12-16	2013-04-01
	50000 JPMORGAN CHASE 2.6%	P	2011-03-21	2013-07-15
	250000 TARGET CORP 1.125% DUE 7/18/1	P	2012-01-18	2013-01-08
	985.857 MSIF US LARGE GROWTH FND	P	2007-12-20	2013-03-22
	1576.094 MSIF ACTIVE INTL ALLOCATION	P	2012-12-17	2013-04-01
	375000 MICROSOFT 2.95% DUE 6/1/14	P	2011-11-14	2013-09-17
	275000 ONTARIO PROVINCE 1.65%	P	2012-09-20	2013-03-01
	40983.515 MSIF US LARGE GROWTH FND	P	2008-03-12	2013-03-22
	THRU MS BROKERAGE	P	2013-12-31	2013-12-31
	375000 ONTARIO PROVINCE DUE 8/13/15	P	2013-01-31	2013-09-17
	225000 BHP FINANCE USA 1.125%	P	2011-11-16	2013-05-03
	5807.471 MSIF ACTIVE INTL ALLOCATION	P	2007-08-31	2013-04-01
	8336.372 MSIF EMERGING MARKETS FUND	P	2007-12-28	2013-11-21
	250000 NOVA SCOTIA 2.375%	P	2011-03-22	2013-02-25
	15950.97 MSIF ACTIVE INTL ALLOCATION	P	2007-12-20	2013-04-01
	8141.995 MSIF EMERGING MARKETS FUND	P	2007-12-28	2013-11-21
	.9 ISHARES BARCLAYS AGGREGATE BOND	P	2008-09-26	2013-05-20
	2857.17 MSIF ACTIVE INTL ALLOCATION	P	2007-12-20	2013-04-01
	827.699 MSIF EMERGING MARKETS FUND	P	2007-12-28	2013-11-21
	.23 ISHARES IBOXX INV GRADE CORP	P	2009-01-12	2013-05-20
	9969.877 MSIF ACTIVE INTL ALLOCATION	P	2007-12-20	2013-04-01
	22172.813 MSIF EMERGING MARKETS FUND	P	2008-02-01	2013-11-21
	.64 SPDR S&P MIDCAP 400	P	2008-05-30	2013-05-20
	15877.147 MSIF ACTIV INTL ALLOCATION	P	2008-07-02	2013-04-01
	17000 SPDR S&P 500 ETF TRUST	P	2009-11-09	2013-09-17
	6805 SPDR S&P 500 ETF TRUST	P	2009-11-09	2013-01-16
	388.456 MSIF ACTIVE INTL ALLOCATION	P	2008-07-02	2013-04-01
	4440 SPDR S&P 500 ETF TRUST	P	2009-11-09	2013-11-21
	.2 SPDR S&P 500 ETF TRUST	P	2009-11-09	2013-05-20
	3212.831 MSIF ACTIVE INTL ALLOCATION	P	2008-12-19	2013-04-01

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	150,000	150,281	-281
b	402,058	248,059	153,999
c	76	50	26
d	528,878	365,000	163,878
e	375,143	374,577	566
	19,442	18,937	505
	761,270	431,009	330,261
	9,000	7,047	1,953
	448,736	450,000	-1,264
	12,962	12,686	276
	34,778	20,650	14,128
	74,836	68,512	6,324
	226,355	225,061	1,294
	600,000	600,300	-300
	11,027	6,664	4,363
	2,093	1,781	312
	260,373	261,730	-1,357
	450,000	449,910	90
	5,625	3,963	1,662
	67,086	65,641	1,445
	463,118	458,645	4,473
	238,395	229,655	8,740
	1,246	891	355
	30,952	25,131	5,821
	51,346	48,670	2,676
	252,360	254,123	-1,763
	27,860	23,986	3,874
	19,023	18,062	961
	381,806	397,778	-15,972
	275,087	274,241	846
	1,158,194	863,523	294,671
	693,602	734,563	-40,961
	374,438	375,000	-562
	227,545	224,201	3,344
	70,096	95,591	-25,495
	211,160	275,684	-64,524
	260,923	252,393	8,530
	192,528	245,964	-53,436
	206,237	269,256	-63,019
	110	98	12
	34,486	44,058	-9,572
	20,966	27,372	-6,406
	28	23	5
	120,336	153,736	-33,400
	561,637	677,823	-116,186
	136	103	33
	191,637	213,230	-21,593
	2,904,303	1,864,050	1,040,253
	1,000,507	746,168	254,339
	4,689	5,217	-528
	796,936	486,846	310,090
	32	22	10
	38,779	28,562	10,217

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a			-281
b			153,999
c			26
d			163,878
e			566
			505
			330,261
			1,953
			-1,264
			276
			14,128
			6,324
			1,294
			-300
			4,363
			312
			-1,357
			90
			1,662
			1,445
			4,473
			8,740
			355
			5,821
			2,676
			-1,763
			3,874
			961
			-15,972
			846
			294,671
			-40,961
			-562
			3,344
			-25,495
			-64,524
			8,530
			-53,436
			-63,019
			12
			-9,572
			-6,406
			5
			-33,400
			-116,186
			33
			-21,593
			1,040,253
			254,339
			-528
			310,090
			10
			10,217

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	2,314,925
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . . . . .		3	-42,668

Part V

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No

If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2012	8,923,163	43,706,974	0.204159
2011	9,341,111	45,831,845	0.203813
2010	7,066,352	39,242,296	0.180070
2009	10,591,107	38,008,489	0.278651
2008	5,765,304	61,400,544	0.093897

2	Total of line 1, column (d) ......................	2	0.960590
3	Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years. . .	3	0.192118
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	42,188,201
5	Multiply line 4 by line 3.......................	5	8,105,113
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	27,788
7	Add lines 5 and 6.........................	7	8,132,901
8	Enter qualifying distributions from Part XII, line 4..............	8	9,026,357
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.

Form 990-PF (2013)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	27,788
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2............................	3	27,788
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-).	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	27,788
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a	15,704
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c	45,000
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	60,704
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	188
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	32,728
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax32,728	Refunded	11

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of

the instructions for definition)?............................

If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. bullet

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....

Did the foundation have unrelated business gross income of $1,000 or more during the year?........

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument?................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If "No," attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?

If "Yes," complete Part XIV.............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses. Click to see attachment

Yes

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement (see instructions).................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address bullet

WWW.MORGANSTANLEY.COM

The books are in care of bullet

JOAN STEINBERG Telephone no. bullet

(212) 761-4000

Located at bullet

1633 BROADWAY25TH FLNEW YORKNY ZIP+4 bullet

10019

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over YesNo

a bank, securities, or other financial account in a foreign country?

16 No

See instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the

foreign country bullet

Form 990-PF (2013)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?.........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)?.................YesNo

(6) Agree to pay money or property to a government official? (Exception. Check "No"

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.).........YesNo

If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...

Organizations relying on a current notice regarding disaster assistance check here......... bullet

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2013?.............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2013, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2013?...............YesNo

If "Yes," list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer "No" and attach statement—see instructions.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year?.........................YesNo

If "Yes," did it have excess business holdings in 2013 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2013.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?

During the year did the foundation pay or incur any amount to:

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......

Organizations relying on a current notice regarding disaster assistance check here......... bullet

If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant?............YesNo

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract?........................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Form 990-PF (2013)

Page 6

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
CARLA HARRIS	BOARD CHAIR 1.00	0	0	0
MORGAN STANLEY 1585 BROADWAY 39TH F NEW YORK,NY10036	BOARD CHAIR 1.00	0	0	0
MARILYN BOOKER	TRUSTEE 0.50	0	0	0
MORGAN STANLEY 1221 AVE OF AMERICAS NEW YORK,NY10019	TRUSTEE 0.50	0	0	0
CHARLES CHASIN	TRUSTEE 0.50	0	0	0
MORGAN STANLEY 1585 BROADWAY NEW YORK,NY10036	TRUSTEE 0.50	0	0	0
BILL MCMAHON	TRUSTEE 1.00	0	0	0
MORGAN STANLEY 2000 WESTCHESTER AVE PURCHASE,NY10577	TRUSTEE 1.00	0	0	0
SHELLEY O'CONNOR	TRUSTEE 0.50	0	0	0
MORGAN STANLEY 2000 WESTCHESTER AVE PURCHASE,NY10577	TRUSTEE 0.50	0	0	0
JEFF BRODSKY	TRUSTEE 0.50	0	0	0
MORGAN STANLEY 1585 BROADWAY NEW YORK,NY10036	TRUSTEE 0.50	0	0	0
MATT BERKE	TRUSTEE 0.50	0	0	0
MORGAN STANLEY 1585 BROADWAY NEW YORK,NY10036	TRUSTEE 0.50	0	0	0
KATHLEEN MCCABE	TRUSTEE 0.50	0	0	0
MORGAN STANLEY 1585 BROADWAY NEW YORK,NY10036	TRUSTEE 0.50	0	0	0
AUDREY CHOI	TRUSTEE 0.50	0	0	0
MORGAN STANLEY 1585 BROADWAY NEW YORK,NY10036	TRUSTEE 0.50	0	0	0
MARY LOU PETERS	TRUSTEE 0.50	0	0	0
MORGAN STANLEY 1585 BROADWAY NEW YORK,NY10036	TRUSTEE 0.50	0	0	0
JIM ROSENTHAL	TRUSTEE 0.50	0	0	0
MORGAN STANLEY 1585 BROADWAY NEW YORK,NY10036	TRUSTEE 0.50	0	0	0
C DAN EWELL	TRUSTEE 0.50	0	0	0
MORGAN STANLEY 555 CALIFORNIA ST SAN FRANCISCO,CA94104	TRUSTEE 0.50	0	0	0
TOM NIDES	TRUSTEE 0.50	0	0	0
MORGAN STANLEY 1585 BROADWAY NEW YORK,NY10036	TRUSTEE 0.50	0	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









Total number of other employees paid over $50,000...................

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.		Expenses
1


2


3


4

Form 990-PF (2013)

Page 7

Part IX-B

Summary of Program-Related Investments (see instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1	N/A
2


All other program-related investments. See page 24 of the instructions.
3

Total. Add lines 1 through 3......................... bullet

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

Average of monthly cash balances.......................

Fair market value of all other assets (see instructions)................

Total (add lines 1a, b, and c).........................

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see

instructions) .............................

Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4

Minimum investment return. Enter 5% of line 5..................

Part XI

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

Minimum investment return from Part X, line 6....................

2,109,410

Tax on investment income for 2013 from Part VI, line 5......

27,788

Income tax for 2013. (This does not include the tax from Part VI.)...

Add lines 2a and 2b............................

27,788

Distributable amount before adjustments. Subtract line 2c from line 1............

2,081,622

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

2,081,622

Deduction from distributable amount (see instructions).................

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,

line 1................................

2,081,622

Part XII

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment

income. Enter 1% of Part I, line 27b (see instructions).................

Adjusted qualifying distributions. Subtract line 5 from line 4..............

Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
the section 4940(e) reduction of tax in those years.

Form 990-PF (2013)

Page 8

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(d) 2013
1 Distributable amount for 2013 from Part XI, line 7			2,081,622
2 Undistributed income, if any, as of the end of 2013:
a Enter amount for 2012 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2013:
a From 2008.......	2,711,380
b From 2009.......	8,680,878
c From 2010.......	5,133,557
d From 2011.......	7,061,833
e From 2012.......	6,765,600
fTotal of lines 3a through e.........		30,353,248
4Qualifying distributions for 2013 from Part
XII, line 4: $ 9,026,357
a Applied to 2012, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see instructions)......
c Treated as distributions out of corpus (Election required—see instructions).........
d Applied to 2013 distributable amount.....			2,081,622
e Remaining amount distributed out of corpus		6,944,735
5 Excess distributions carryover applied to 2013.
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		37,297,983
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2012. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2013. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2014 ..........			0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) .............
8Excess distributions carryover from 2008 not applied on line 5 or line 7 (see instructions) ...		2,711,380
9Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a ......		34,586,603
10 Analysis of line 9:
a Excess from 2009....	8,680,878
b Excess from 2010....	5,133,557
c Excess from 2011....	7,061,833
d Excess from 2012....	6,765,600
e Excess from 2013....	6,944,735

Form 990-PF (2013)

Page 9

Part XIV

Private Operating Foundations (see instructions and Part VII-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2013, enter the date of the ruling....... bullet

b Check box to indicate whether the organization is a private operating foundation described in section4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2013	(b) 2012	(c) 2011	(d) 2010	(e) Total

b 85% of line 2a .........
c Qualifying distributions from Part XII, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ...........
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed...
c “Support" alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XV

Supplementary Information (Complete this part only if the organization had $5,000 or more in
assets at any time during the year—see instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under
other conditions, complete items 2a, b, c, and d.

aThe name, address, and telephone number of the person to whom applications should be addressed:

bThe form in which applications should be submitted and information and materials they should include:

cAny submission deadlines:

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

Form 990-PF (2013)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
CHILDREN'S HEALTH INITIATIVE SEE ATTACHED STATEMENT NEW YORK,NY10019			CHARITABLE	4,887,500
DISASTER RELIEF SEE ATTACHED STATEMENT NEW YORK,NY10019			CHARITABLE	750,857
SCHOLARSHIP PROGRAM GRANTS SEE ATTACHED STATEMENT NEW YORK,NY10019			CHARITABLE	735,000
VOLUNTEER INCENTIVE PROGRAM SEE ATTACHED STATEMENT NEW YORK,NY10019			CHARITABLE	2,653,000
Total ................................. 3a				9,026,357

bApproved for future payment

Total ................................. 3b

Form 990-PF (2013)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ............			14	99,400
4 Dividends and interest from securities....			14	352,494
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6 Net rental income or (loss) from personal property .............
7 Other investment income.....			14	11,958
8 Gain or (loss) from sales of assets other than inventory .............			14	2,314,925
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..				2,778,777

13Total. Add line 12, columns (b), (d), and (e)..................

132,778,777

(See worksheet in line 13 instructions to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)

Form 990-PF (2013)

Page 12

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political

Yes

organizations?

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

If "Yes," complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below (see instr.)? Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name Firm's address			Firm's EIN
				Phone no.

Form 990-PF (2013)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Name of the organization

MORGAN STANLEY FOUNDATION

Employer identification number

13-6155650

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 2

Name of organization MORGAN STANLEY FOUNDATION

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	MORGAN STANLEY CO 1585 BROADWAY NEW YORK, NY10036	$1,000,000	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
2	AVAILABLE UPON REQUEST MORGAN STANLEY 1585 BROADWAY NEW YORK, NY10036	$99,904	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
3	AVAILABLE UPON REQUEST MORGAN STANLEY 1585 BROADWAY NEW YORK, NY10036	$10,000	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
4	AVAILABLE UPON REQUEST MORGAN STANLEY 1585 BROADWAY NEW YORK, NY10036	$41,000	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 3

Name of organization MORGAN STANLEY FOUNDATION

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 4

Name of organization
MORGAN STANLEY FOUNDATION

Employer identification number

13-6155650

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Additional Data

Software ID:
Software Version:

- TIN:

TY 2013 CompensationExplanation

Name:

MORGAN STANLEY FOUNDATION

EIN: 13-6155650

Person Name	Explanation
CARLA HARRIS
MARILYN BOOKER
CHARLES CHASIN
BILL MCMAHON
SHELLEY O'CONNOR
JEFF BRODSKY
MATT BERKE
KATHLEEN MCCABE
AUDREY CHOI
MARY LOU PETERS
JIM ROSENTHAL
C DAN EWELL
TOM NIDES

- TIN:

TY 2013 InvestmentsCorpBondsSchedule

Name:

MORGAN STANLEY FOUNDATION

EIN: 13-6155650

Name of Bond	End of Year Book Value	End of Year Fair Market Value
SEC. LEASED OBLIGATIONS-ALEX HAM LIF	596
SEC. LEASED OBLIGATIONS-BEAVER VALLE	850
SEC. LEASED OBLIGATIONS-BEAVER VL II	803
SEC. LEASED OBLIGATIONS-CHRYSLER CON	620
SEC. LEASED OBLIGATIONS-PERRY ONE DE	8
GEN ELEC CAP CRP	225,000	225,360
CNOOC FIN 2013 1.125% DUE 5/9/16	499,970	498,160
ANHEUSER-BUSCH 1.5% DUE 7/14/14	324,990	326,852
AT&T INC 2.5% DUE 8/15/15
APPLE INC .45% DUE 5/3/16	299,457	297,822
GOOGLE INC 1.25% DUE 5/19/14
EMC CORP 1.875% DUE 6/1/18	275,732	271,876
JPMORGAN CHASE 2.6% DUE 1/15/16	243,659	257,498
MICROSOFT 2.95% DUE 6/1/14
MICROSOFT CORP 1.625% DUE 12/6/18	497,115	493,185
NYSE EURONEXT GLOBAL 2% DUE 10/5/17	174,038	175,228
BHP FINANCE USA 1.125% DUE 11/21/14
HYDRO QUEBIC 2% DUE 6/30/16	249,953	256,700
NOVA SCOTIA 2.375% DUE 7/21/15
JOHN DEERE CAP 1.85% DUE 11/17/14
TOYOTA MTR CRED SER B 1% DUE 2/17/15	452,005	453,046
CONOCO 1.5% DUE 12/15/17	299,313	292,737
GEN ELEC CAP CRP SER A 2.9%	252,267	260,992
GENERAL DYNAMICS 1% DUE 11/15/17	298,128	290,676
GOOGLE INC 2.125% DUE 5/19/16
PEPSICO INC 2.5% DUE 5/10/16	257,741	259,382
TARGET CORP 1.125% DUE 7/18/14
MANITOBA 1.3% DUE 4/3/17	500,002	503,990
ONTARIO PROVINCE 1.65% DUE 9/27/19
PROVINCE OF ALBERTA CAN 1% 6/21/17	502,764	499,075
NIPPON TEL & TEL 7/18/17	449,393	444,582
ROYAL BK CANADA SER E 1.5% DUE	224,719	220,606
WELLS FARGO CO SUB DEB 5.125%	328,241	330,219

- TIN:

TY 2013 InvestmentsCorpStockSchedule

Name:

MORGAN STANLEY FOUNDATION

EIN: 13-6155650

Name of Stock	End of Year Book Value	End of Year Fair Market Value
MSIF ACTIVE INTL ALLOCATION FUND
MSIF EMERGING MKTS FUND	2,265,214	2,122,235
MSIF U.S. LARGE GROWTH FUND	908,154	1,831,641
ISHARES TR S&P SMCP 600 INDX FD	1,131,747	1,892,314
S&P DEPOSITORY RECEIPTS TR UNIT SER	4,780,292	7,934,282
MSIF INTERNATIONAL EQUITY FUND	1,705,594	1,851,545
MIDCAP SPDR TRUST UNIT SER 1 ETFS	1,847,987	2,959,704
MSIF CAYMAN FUND LP	3,969,773	5,193,201
ISHARES BARCLAYS AGGRESSIVE BOND FD
ISHARES IBOXX INVESTMENT GRADE
ETFS PHY PLDM	65,391	80,063
ISHARES SILVER TRUST	54,958	36,297
SPDR GOLD TRUST	119,724	98,702
GREENHAVEN CONT CMDTY	329,912	301,975
ETFS PHY PTNM	65,620	52,217
POWERSHARES DB CMDTY INDX	328,633	346,410
POWERSHARES DB AGRICULTURAL	328,610	298,275
GEM REALTY SECURITIES	1,500,000	1,636,942
3M	52,218	70,826
AIA GROUP LTD SPON ADR	48,368	55,775
AIR LIQUIDE ADR	55,047	61,676
ALLIANZ SE ADR	52,747	67,498
ALTRIA	67,454	77,356
ANHEUSER BUSCH INBEV SA SPONS	41,355	44,394
ARM HOLDINGS PLC CAMBRIDGE ADR	39,185	50,517
ASTRA ZENECA	63,899	77,478
ATLAS COPCO AB ADR NEW REP	32,749	32,406
AT&T INC	62,973	61,706
BAIDU ADR	31,828	51,229
BANCO BILBAO VIZCAYA ARGE	28,137	37,405
BAYERISCHE MOTOREN WERKE AG	38,751	47,198
BCE INC	66,346	64,069
BG GROUP PLC SPONS ADR	30,057	36,851
BOEING CO	51,601	85,306
BUNGE LTD	36,870	42,122
CANADIAN NATIONAL RAILWAY CO	34,354	40,028
CHEVRON	66,678	70,574
CISCO	57,236	59,440
COCHLEAR LTD ADR	22,363	18,742
CONOCO PHILLIPS	68,822	80,894
CSL LTD ADR	33,340	33,570
DASSAULT SYS SA ADR	65,328	68,365
DBS GROUP HOLDINGS LTD ADR	28,699	30,445
DIAGEO PLC	52,237	56,941
DIAMOND OFFSHORE	65,186	53,505
DOMINION RES INC	41,652	48,518
DUPONT	52,559	70,492
ELI LILLY	63,233	58,905
FANUC LTD UNSPONSORED ADR	56,014	64,215
FRESENIUS MED CARE	39,495	39,387
OAO GAZPROM ADR LEVEL 1 ADR	17,986	18,399
GE	56,906	70,495
GENUINE PARTS CO	50,782	57,401
HCP INC REIT	62,788	47,398
HEALTH CARE REIT	63,020	51,963
HONG KONG EXCHANGES & CLRG ADR	21,947	22,882
HSBC HOLDINGS PLC ADR	53,602	55,130
ICICI BANK LTD SPON ADR	35,479	35,274
IMPERIAL OIL LTD CAD COM NPV	25,304	27,600
INTEL	64,282	78,125
ITAU UNIBANCO HLDING SA	54,461	49,517
JGC CORP F UNSPONSORED ADR	43,060	54,904
JOHNSON AND JOHNSON	67,270	79,683
JPMORGAN CHASE	41,834	50,878
KIMBERLY CLARK	53,708	60,064
LOREAL S A PARIS ADR	49,527	52,936
LVMH MOET HENNESSY LOUIS VUITTON	23,304	23,900
MERCK	74,188	85,335
METLIFE	48,178	64,974
MICROSOFT	63,012	85,108
MITSUBISHI ESTATE CO LTK TOKYO ADR	30,972	31,104
MONOTARO CO LTD ADR	9,584	8,702
MTN GROUP LTD SPN ADR	16,701	19,131
NESTLE SA CHF 10 SPONS ADR	74,133	76,092
NEXTERA ENERGY	62,615	71,493
NOKIAN TYRES OYJ UNSPONSORED ADR	29,017	30,167
NOVO NORDISK A/S ADR	22,016	24,388
PETRO BRASIL ADR	14,736	12,678
PHILIP MORRIS	63,507	60,991
RAYTHEON	64,420	101,584
ROCHE HOLDING AG BASEL ADR	56,506	64,584
ROYAL DUTCH SHELL	66,676	73,608
SAP AG WALDORF/BADEN ADR	72,955	82,696
SASOL LIMITED SPONSORED ADR.	15,601	17,209
SCHLUMBERGER LTD	37,084	42,712
SCHNEIDER ELEC SA ADR	43,277	49,473
SONOVA HLDG AG ADR	20,879	23,215
SVENSKA HANDELSBANKEN UNSPONSORED	19,862	22,706
SWATCH GROUP AG	25,982	29,548
SYSMEX CORPORATION UNSPONSORED	41,834	38,206
TAIWAN SEMICONDUCTOR MANUFACT	51,822	53,070
TESCO SPONS ADR	23,022	22,212
TRAVELERS	56,486	63,378
TURKIYE GARANTI BANKASI AS ADR	41,081	26,560
UNICHARM CORP SPONSORED ADR	44,487	43,050
UNILEVER	57,651	57,730
UNILEVER PLC SPONS ADR	22,022	21,836
VODAFONE GP PLC ADS NEW	66,419	93,361
WPP PLC ST HELIER ADR	53,904	72,477
XINYI GLASS HLDGS LTD ADR	9,089	12,331

- TIN:

TY 2013 InvestmentsGovtObligationsSch

Name:

MORGAN STANLEY FOUNDATION

EIN: 13-6155650

US Government Securities - End of Year Book Value:

1,843,309

US Government Securities - End of Year Fair Market Value:

1,815,787

State & Local Government Securities - End of Year Book Value:

State & Local Government Securities - End of Year Fair Market Value:

- TIN:

TY 2013 OtherIncomeSchedule2

Name:

MORGAN STANLEY FOUNDATION

EIN: 13-6155650

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
	11,958	11,958

- TIN:

TY 2013 OtherIncreasesSchedule

Name:

MORGAN STANLEY FOUNDATION

EIN: 13-6155650

Description	Amount
COST BASIS ADJUSTMENT	252,822

- TIN:

TY 2013 SubstantialContributorsSch

Name:

MORGAN STANLEY FOUNDATION

EIN: 13-6155650

Name	Address
MORGAN STANLEY CO INC	1585 BROADWAY NEW YORK,NY10036