Fitch Ratings assigns the following ratings to the floater certificates and residual certificates of the Morgan Stanley & Co. Incorporated Trust series listed below:

--Series 2008-3413x floaters 'AA-/F1'; Stable Outlook;

--Series 2008-3413x residuals 'AA-'; Stable Outlook;

--Series 2008-3415 floaters 'AA-/F1'; Stable Outlook;

--Series 2008-3415 residuals 'AA-'; Stable Outlook;

--Series 2008-3416x floaters 'AA-/F1'; Stable Outlook;

--Series 2008-3416x residuals 'AA-'; Stable Outlook.

KEY RATING DRIVERS

The long-term 'AA-'; Stable Outlook ratings assigned to the series 2008-3413x floaters and residuals are based on the rating that Fitch has assigned to California Statewide Communities Development Authority Revenue Bonds (Cottage Health System Obligated Group) series 2015 (rated 'AA-'; Stable Outlook by Fitch) that have been deposited in the trust.

The long-term 'AA-'; Stable Outlook ratings assigned to the series 2008-3415 floaters and residuals are based on the rating that Fitch has assigned to General Authority of Southcentral Pennsylvania Revenue Bonds series 2014A (WellSpan Health Obligated Group) (rated 'AA-'; Stable Outlook) that have been deposited in the trust.

The long-term 'AA-'; Stable Outlook ratings assigned to the series 2008-3416x floaters and residuals are based on the rating that Fitch has assigned to California Statewide Communities Development Authority Revenue Bonds (Cottage Health System Obligated Group) series 2015 (rated 'AA-'; Stable Outlook) that have been deposited in the trust.

The 'F1' short-term rating assigned to the floaters is based on the liquidity facilities provided by Morgan Stanley Bank, N.A. (rated 'A/F1'; Stable Outlook). The short-term rating assigned to the floaters will expire on May 15, 2015, the expiration date of the liquidity facilities unless such date is extended or earlier terminated.

RATING SENSITIVITIES

The short-term rating assigned to the floaters reflects the short-term rating that Fitch maintains on the bank providing liquidity support and will be adjusted upward or downward in conjunction with the short-term rating of the bank, and, in some cases, the long-term rating of the underlying bond deposited in the trust. The long-term ratings assigned to the floaters and residuals are exclusively tied to the creditworthiness of the underlying bonds deposited in the trusts and will reflect all changes the underlying bond ratings.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'U.S. Municipal Structured Finance Criteria' (Feb. 24, 2014);

--'Guidelines for Rating Tender Option Bonds'(May 9, 2013).

Applicable Criteria and Related Research:

U.S. Municipal Structured Finance Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=736618

Guidelines for Rating Tender Option Bonds

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=707849

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=978827

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