MORGAN STANLEY 2007 NOTIONAL LEVERAGED CO-INVESTMENT PLAN Amended as of June 4, 2009

EXHIBIT 10.6

MORGAN STANLEY

2007 NOTIONAL LEVERAGED CO-INVESTMENT PLAN

Amended as of June 4, 2009

SECTION 1 . Purpose. The Morgan Stanley 2007 Notional Leveraged Co-Investment Plan (as may be amended from time to time, the “ Plan ”) has the purposes of: (i) providing the opportunity to a select group of management and highly compensated employees to enhance (A) the portion of any discretionary above base compensation that would otherwise be awarded to them in the form of Morgan Stanley equity compensation or other mandatory long-term incentive compensation or (B) any retention, new hire or similar awards that would be granted to such management and employees and (ii) facilitating the allocation of such compensation to the notional investment opportunities afforded by the Plan.

SECTION 2. Definitions . As used in the Plan, unless determined otherwise by the Firm and set forth in the applicable Award Certificate, the following terms shall have the indicated meanings:

“ Above Base Compensation ” means any compensation other than base salary that the Firm awards to an Eligible Person for a Fiscal Year, before reduction for any applicable taxes. Nothing in the Plan shall obligate the Firm to award or pay any Above Base Compensation to any person.

“ Account ” means the bookkeeping account that the Firm establishes and maintains for a Participant pursuant to Section 6. An Account is established only for purposes of tracking a Notional Plan Investment and not to segregate or identify assets that may be used to make distributions or other payments under the Plan.

“ Administration Fee ” shall have the meaning set forth in Section 8(a).

“ Administrator ” means one or more officers of the Firm to whom the Committee, in its sole discretion, delegates all or some of its authority and responsibilities to administer the Plan. Such officers are authorized to sub-delegate some or all of such authority and responsibilities to the Executive Compensation Department, another committee of the Firm and/or one or more officers of the Firm, and any person or persons to whom are sub-delegated all or some of such authority and responsibilities is also, to the extent of such sub-delegation, the “Administrator”. Only the Committee is authorized to make any decision or amendment regarding the participation in the Plan or any interest in the Plan held by any member of the Operating Committee of Morgan Stanley or any employee who is an “executive officer” of Morgan Stanley under United States federal securities laws.

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“ Allocation ” shall have the meaning set forth in Section 4(a).

“ Allocation Form ” shall have the meaning set forth in Section 4(a).

“ Allocation Preference ” shall have the meaning set forth in Section 4(a).

“Applicable Reduction Amount” shall have the meaning set forth in Section 10(a)(i).

“ Associated Employee Fund ” means, with respect to any reference investment underlying a Notional Plan Investment, a
co-investment or feeder fund that is available primarily to employees of the Firm and is associated with such reference investment.

“ Award Certificate ”, with respect to any Participant, means a written document (including in electronic form) for each Total Notional Investment that sets forth the terms and conditions of such Participant’s participation in the Plan. A Participant’s participation in the Plan shall be governed by the Plan, such Participant’s Award Certificate or Certificates, as applicable, and, if and to the extent applicable pursuant to Section 16(e), the International Supplement.

“ Board ” means the Board of Directors of Morgan Stanley.

“ Cancellation Event ”, with respect to any Plan Interest of any Participant, shall have the meaning set forth in the applicable Award Certificate. Cancellation Events in respect of any Plan Interest related to a Fiscal Year Award shall be substantially similar to such events as set forth in the annual year-end equity compensation awards granted to such Participant.

“ Closed-End Distribution Date ” means, with respect to any Plan Interest of any Participant, any date, specified in the applicable Award Certificate, as a Distribution Date for Proceeds with respect to Closed-End Investments.

“ Closed-End Investment ” means a Notional Plan Investment in a reference investment that generally does not permit redemptions by investors but makes distributions to investors from time to time following the sale, transfer or other disposition of its investments.

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Committee ” means the Compensation, Management Development and Succession Committee of the Board, any successor committee thereto or any other committee of the Board appointed by the Board with the powers of the Committee under the Plan, or any subcommittee appointed by such Committee.

“ Descriptive Materials ” means all brochures, letters, memoranda or other documents from the Firm to a Participant regarding the Plan, including all electronic-based materials.

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“ Distribution Date ” means,

(i) with respect to a Closed-End Investment, (A) the Earliest Distribution Date, if applicable, (B) any Subsequent Closed-End Distribution Dates (including the Final Distribution Date), if applicable, and (C) any other date specified as a Closed-End Distribution Date in the Participant’s applicable Award Certificate; and

(ii) with respect to an Open-End Investment, the Earliest Distribution Date and any Subsequent Open-End Distribution Dates.

“ Earliest Distribution Date ” means, with respect to any Plan Interest, the date, specified in the applicable Award Certificate, on which Proceeds in respect of Notional Plan Investments shall commence being distributed to the applicable Participant.

“ Eligible Person ” means a professional employee of the Firm who is determined by the Committee to be eligible to participate in the Plan.

“ Executive Compensation Department ” means Morgan Stanley’s Executive Compensation Department or any other department of Morgan Stanley that succeeds to the functions of the Executive Compensation Department.

“ Final Distribution Date ” means, with respect to any Plan Interest of any Participant, the date, specified in the applicable Award Certificate, on which the Firm shall make its final distribution with respect to such Plan Interest to such Participant in accordance with Section 10(a)(iii).

“ Firm ” means Morgan Stanley together with its subsidiaries and other affiliates.

“ Fiscal Year ” and “ Fiscal Quarter ” mean Morgan Stanley’s Fiscal Year and Morgan Stanley’s Fiscal Quarter, respectively.

“ Fiscal Year Award ” means an allocation to the Plan of a Participant’s compensation that would otherwise be mandatorily granted in the form of Morgan Stanley equity compensation or other mandatory long-term incentive compensation in respect of a Fiscal Year.

“ International Supplement ” shall have the meaning set forth in Section 16(e).

“ Investment Committee ” means a committee of two or more officers of the Firm to whom the Administrator delegates the authority and responsibilities to select Notional Plan Investments.

“ Legal Requirement ” means any law, regulation, ruling, judicial decision, accounting standard, regulatory guidance or other legal requirement.

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“ Morgan Stanley ” means Morgan Stanley, a Delaware corporation, or any successor thereto.

“ Morgan Stanley Applicable Rate ” means, for any period, the rate at which notional interest with respect to any Notional Advance (or any portion thereof) shall accrue from the date that the Notional Advance (or portion thereof) is deemed to be notionally invested until and to the extent such Notional Advance (or portion thereof) is reduced by any Proceeds. Pursuant and subject to Section 3(a)(v), the Firm reserves the right to revise the Morgan Stanley Applicable Rate at any time and from time to time.

“ Notional Advance ” means, with respect to any Participant Allocation, the notional amount, if any, that Morgan Stanley adds or will add to the Participant Allocation for notional investment in Notional Plan Investments in accordance with Section 5.

“ Notional Plan Investment ” means an investment designated by the Firm as a reference investment for the benefit of the Plan. Reference investments underlying Notional Plan Investments may include proprietary investment funds of the Firm or “funds of funds” of the Firm that include investment funds sponsored or offered by third parties. For the avoidance of doubt, a Participant’s interest in any Notional Plan Investment shall be notional.

“ Open-End Investment ” means a Notional Plan Investment in a reference investment that generally does not make distributions to its investors but permits investors to redeem their interest in the fund from time to time.

“ Participant ” means an Eligible Person who participates in the Plan.

A “ Participant Allocation ” means, with respect to any Participant, (i) a Fiscal Year Award, or (ii) a Special Award.

“ Participant Applicable Rate ” means, for any period, the rate at which notional interest may accrue with respect to:

(i) Each Participant Allocation (or portion thereof), from, (A) in the case of a Fiscal Year Award, the date on which the annual equity award for such Fiscal Year is granted (or such other date specified in the applicable Award Certificate) or (B) in the case of a Special Award, the grant date of such Special Award, in each case until the Firm notionally allocates such Participant Allocation (or portion thereof) to one or more Notional Plan Investments;

(ii) Each Participant Allocation, if the Firm determines that a Participant Allocation shall not be notionally invested in Notional Plan Investments, from the date on which the annual equity award for such Fiscal Year is granted (or, in the case of a Special Award, the grant date of such Special Award) until the applicable Earliest Distribution Date;

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(iii) The Proceeds relating to a Realization (or partial Realization) with respect to a Closed-End Investment, from the date of such Realization until the applicable Distribution Date, as further set forth in Section 10(a) and (b), as applicable;

(iv) The Proceeds relating to a Realization (or partial Realization) with respect to an Open-End Investment, from the date of such Realization until the applicable Distribution Date, as further set forth in Section 10(c);

(v) The Proceeds relating to a Realization (or partial Realization) with respect to a Notional Plan Investment, from the date of the applicable Distribution Date to the actual date of distribution permitted by Section 11(a); and

(vi) Each Plan Termination Value, from the date of any termination of the Plan until the distribution of such Plan Termination Value on the applicable Distribution Date.

Pursuant and subject to Section 3(a)(v), the Firm reserves the right to revise the Participant Applicable Rate at any time and from time to time.

“ Plan ” shall have the meaning set forth in Section 1.

“ Plan Interest ” means, with respect to any Participant Allocation, a Participant’s Total Notional Investment (including any notional interest accrued at the Participant Applicable Rate) minus the sum of such Participant’s previously unreduced Notional Advances reflected in the Participant’s Account with respect to such Participant Allocation (plus accrued and previously unreduced notional interest thereon) and such Participant’s previously unreduced Administration Fee.

“ Plan Termination Value ” means, with respect to any Plan Interest in connection with the termination of this Plan, a Final Distribution Date, or a single Closed-End Distribution Date, the fair value (as determined by the Firm) of such vested Plan Interest (or portion thereof), if any (together with any notional interest accrued thereon), on the effective date of such termination, or as of such Final Distribution Date or single Closed-End Distribution Date, as applicable.

“ Proceeds ” means, with respect to any Notional Plan Investment, (i) notional gross cash proceeds, if any, that are Realized in respect of such Notional Plan Investment at any time, plus (ii) if there is an Associated Employee Fund, an additional amount equal to the difference between (A) the “carried interest” that would be paid by third-party investors with respect to the reference investment underlying such Notional Plan Investment, and (B) the “carried interest” that would be paid by employee investors in an Associated Employee Fund. For the avoidance of doubt, Proceeds shall be net of any fees or expenses charged to Morgan Stanley by any reference investment that relates to a Notional Investment.

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“ Realization ” or “ Realize ” means (i) with respect to a Closed-End Investment, the receipt of a distribution by an investor, had such investor received such a distribution from such Closed-End Investment; and (ii) with respect to an Open-End Investment, the receipt of a distribution or redemption proceeds by an investor, had such investor received such a distribution or effected such a redemption from such Open-End Investment as of such Open-End Investment’s most recent valuation date. For the avoidance of doubt, the re-investment of proceeds by a Notional Plan Investment does not, itself, give rise to a Realization.

“ Section 409A ” means Section 409A of the Code, and the rules, regulations and guidance thereunder (or any successor provisions thereto).

“ Securities Act ” means the United States Securities Act of 1933, as amended.

“ Special Award ” means a retention, new hire or similar award that is granted in the form of a participation in the Plan.

“ Subsequent Closed-End Distribution Date ”, with respect to any Plan Interest, means each date after the Earliest Distribution Date selected as a Distribution Date for Proceeds relating to Closed-End Investments. Any such selection may be made from a menu of possible dates specified by the Firm, in accordance with any rules and procedures that the Firm establishes.

“ Subsequent Open-End Distribution Date ”, with respect to any Plan Interest, means each date after the Earliest Distribution Date selected as a Distribution Date for Proceeds relating to Open-End Investments. Any such selection may be made from a menu of possible dates specified by the Firm, in accordance with any rules and procedures that the Firm establishes.

“ Total Compensation ” means (i) base salary, commissions and annual bonus, inclusive of the value of long-term incentive compensation, or what the Firm designates as “total reward”; and (ii) for employees who are Investment Representatives or Financial Advisors of the Global Wealth Management Group, gross compensation, pre-deductions, inclusive of the value of long-term incentive compensation, or what the Firm designates as “total reward”.

“ Total Notional Investment ” means, with respect to any Participant Allocation at any time, the interest in the Plan that is attributable to such Participant Allocation at such time and any related Notional Advance.

SECTION 3 . Administration.

(a) The Committee shall administer the Plan. In addition to other express powers and authorizations that the Plan confers on the Committee, the Committee shall have full power and authority, subject to the express provisions of the Plan, Legal Requirements and contractual provisions binding upon the Firm and any internal policies and procedures of the Firm:

(i) to determine the terms and conditions of each Award Certificate;

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(ii) to determine the pool of Eligible Persons;

(iii) to construe and interpret the Plan, any Award Certificate, the International Supplement or any summary of the foregoing (including any Descriptive Materials);

(iv) to prescribe, amend, rescind or waive rules and procedures relating to the Plan with respect to any and all Participants;

(v) to revise the Morgan Stanley Applicable Rate and the Participant Applicable Rate;

(vi) to waive any provision of the Plan or one or more Award Certificates with respect to any and all Participants;

(vii) to vary the terms and conditions of participation in the Plan to take account of tax laws, securities laws and other regulatory requirements of foreign jurisdictions; and

(viii) to make all other determinations necessary or advisable for the administration of the Plan.

Except as expressly provided for in the Plan, the Committee’s determinations under the Plan need not be uniform and may be made selectively among Eligible Persons and Participants, whether or not such persons are similarly situated. All determinations by the Committee or the Administrator pursuant to Section 3(b), in administering, construing or interpreting the Plan shall be final, binding and conclusive for all purposes and upon all persons.

(b) The Committee may, but need not, from time to time delegate such of its responsibilities under the Plan as it deems appropriate to the Administrator; provided, however , that the Administrator is not authorized to designate Notional Plan Investments without the concurrence and authorization of the Investment Committee. In connection with the performance of their responsibilities under the Plan, the Committee, the Administrator and the Investment Committee may consult with any third party they deem necessary or advisable, including any outside consultant or advisor.

(c) Neither the Firm nor any member of the Board, the Committee, the Investment Committee, the Administrator and their respective affiliates and employees shall be liable in any manner whatsoever in connection with the administration, construction or interpretation of the Plan, any Award Certificate or the Descriptive Materials, except for any liability arising out of such person’s willful misconduct. Under no circumstances shall any such person be liable for any act or omission of any other person. In the performance of its, his or her

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functions with respect to the Plan, each such person shall be entitled to rely upon information and advice furnished by the Firm’s officers, the Firm’s accountants, the Firm’s counsel, the Firm’s tax advisors and any other person the Committee deems necessary or advisable, and no such person shall be liable for any action taken or not taken in reliance upon any such advice.

(d) Any discretionary authority or obligation pursuant to the Plan shall not be applicable to the extent such discretionary authority or obligation is prohibited by Section 409A, or would result in a Participant being required to recognize income for United States federal income tax purposes prior to the relevant Distribution Date or would result in a Participant incurring interest or additional tax under Section 409A.

SECTION 4 . Participant Allocation.

(a) In accordance with any rules and procedures that the Firm establishes, an Eligible Person may be permitted to express a preference to allocate a portion of the compensation other than base salary that would otherwise be granted in the form of Morgan Stanley equity compensation or other mandatory long-term incentive compensation in respect of such Fiscal Year to the Plan (an “ Allocation Preference ”). Such Allocation Preference, which such Eligible Person shall make by submitting a form, including in electronic form (an “ Allocation Form ”), on or prior to a date specified on such Allocation Form, shall be irrevocable by the Eligible Person on or after such date. The Firm, in its sole and absolute discretion, reserves the right not to give effect to all or any portion of such Allocation Preference during the one complete day after such Allocation Preference is irrevocable to the Eligible Person. The Firm shall give effect to such Eligible Person’s Allocation Preference in its entirety, subject to (i) the eligibility criteria as determined by the Committee and (ii) any adjustment thereto effected by the Firm in accordance with the immediately preceding sentence, except to the extent not giving such effect is not prohibited by Section 409A and would not result in such Eligible Person being required to recognize income for United States federal income tax purposes prior to the relevant Distribution Date or in an Eligible Person incurring interest or additional tax under Section 409A. The Firm’s final allocation (“ Allocation ”) of the non-cash component of such Eligible Person’s Above Base Compensation shall not constitute a guarantee of Plan participation.

(b) The Firm shall issue to each Participant an Award Certificate setting forth the terms and conditions of such Participant’s participation in the Plan.

(c) Each Participant Allocation shall accrue notional interest, (A) in the case of a Fiscal Year Award, at the Participant Applicable Rate from the date that the annual equity award for such Fiscal Year is granted (or such other date specified in the applicable Award Certificate), in each case, unless the Firm determines otherwise in accordance with any rules and procedures that the Firm establishes or (B) in the case of a Special Award, the grant date of such Special Award, in each case: (i) until the Firm notionally allocates such Participant

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Allocation (or a portion thereof) to one or more Notional Plan Investments pursuant to Section 7, or (ii) if the Firm does not notionally invest such Participant Allocation (or a portion thereof) in one or more Notional Plan Investments, until the Earliest Distribution Date, on which date the Firm shall pay such Participant Allocation (or portion thereof) to such Participant.

(d) Participant Allocations are intended to be exempt from registration under the Securities Act. By participating in the Plan, each Participant shall be deemed to acknowledge, represent and warrant to and agree with Morgan Stanley, and the Firm may require the Participant to affirmatively acknowledge, represent and warrant to and agree with Morgan Stanley, as follows:

(i) The Participant received and carefully reviewed the Descriptive Materials, and the Participant understands the information contained therein, the risks associated with a Notional Plan Investment under the Plan and the conflicts that the Plan may present for the Firm and agrees to be bound by the terms of the Descriptive Materials;

(ii) The Participant had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of Morgan Stanley concerning the Plan and all such questions were answered to the Participant’s full satisfaction;

(iii) No oral or written representations were made to the Participant concerning the Plan other than as stated in any Award Certificate and/or the Descriptive Materials, and no oral or written information furnished to the Participant in connection with the Plan was inconsistent with the information stated in the Descriptive