The issuer has filed a registration
statement (including a prospectus) with the SEC for the offering to
which this communication relates. Before you invest, you should
read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the issuer, any underwriter or any
dealer participating in the offering will arrange to send you the
prospectus if you request it by calling toll-free
1-800-584-6837.
Underlying
Indices
For more information about the underlying
indices, including historical performance information, see the
accompanying preliminary terms.
Risk
Considerations
The risks set forth below are discussed in
more detail in the “Risk Factors” section in the accompanying
preliminary terms. Please review those risk factors carefully prior
to making an investment decision.
Risks Relating
to an Investment
in the Securities
●The
securities do not pay interest or guarantee the return of any
principal.
●The
appreciation potential of the securities is limited by the fixed
early redemption payment or payment at maturity specified for each
determination date.
●The
market price will be influenced by many unpredictable
factors.
●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.
●As
a finance subsidiary, MSFL has no independent operations and will
have no independent assets.
●The
estimated value of the securities is approximately $947.40 per
security, or within $45.00 of that estimate, and is determined by
reference to our pricing and valuation models, which may differ
from those of other dealers and is not a maximum or minimum
secondary market price.
●Not
equivalent to investing in the underlying
indices.
●Reinvestment
risk.
●The
securities will not be listed on any securities exchange and
secondary trading may be limited, and accordingly, you should be
willing to hold your securities for the entire 3-year term 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.
●Hedging
and trading activity by our affiliates could potentially adversely
affect the value of the securities.
●The
calculation agent, which is a subsidiary of Morgan Stanley and an
affiliate of MSFL, will make determinations with respect to the
securities.
●The
U.S. federal income tax consequences of an investment in the
securities are uncertain.
Risks Relating to the
Underlying Indices
●You
are exposed to the price risk of each underlying
index.
●The
securities are linked to the Russell 2000®
Index and are subject to risks associated
with small-capitalization companies.
Tax
Considerations
You should review carefully the discussion
in the accompanying preliminary terms under the caption “Additional
Information About the Securities–Tax considerations” concerning the
U.S. federal income tax consequences of an investment in the
securities, and you should consult your tax
adviser.