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
For more information about the underlying
index, including historical performance information, see the
accompanying preliminary terms.
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.
Relating to an
Investment in the Notes
notes do not pay interest and may not pay more than the stated
principal amount at maturity.
appreciation potential of the notes is limited by the maximum
payment at maturity.
market price of the notes will be influenced by many unpredictable
notes 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 notes.
a finance subsidiary, MSFL has no independent operations and will
have no independent assets.
estimated value of the notes is approximately $961.50 per note, or
within $55.00 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
amount payable on the notes is not linked to the value of the
underlying index at any time other than the determination
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 notes in the original issue
price reduce the economic terms of the notes, cause the estimated
value of the notes to be less than the original issue price and
will adversely affect secondary market
in the notes is not equivalent to investing in the underlying
notes will not be listed on any securities exchange and secondary
trading may be limited.
calculation agent, which is a subsidiary of Morgan Stanley and an
affiliate of MSFL, will make determinations with respect to the
and trading activity by our affiliates could potentially adversely
affect the value of the notes.
Relating to the
to the underlying index could adversely affect the value of the
You should review carefully the discussion
in the accompanying preliminary terms under the caption “Additional
Information About the Notes –Tax considerations” concerning the
U.S. federal income tax consequences of an investment in the notes,
and you should consult your tax adviser.