May 2017
Preliminary Terms No. 1,566
Registration Statement Nos.
333-200365; 333-200365-12
Dated May 24, 2017
Filed pursuant to Rule 433
Morgan
Stanley Finance
LLC
Structured Investments
Opportunities in U.S. Equities
Trigger PLUS Based on the Value of an
Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29,
2020
Trigger
Performance Leveraged Upside Securities
SM
Fully
and Unconditionally Guaranteed by Morgan Stanley
Principal
at Risk Securities
The Trigger PLUS are unsecured obligations of Morgan Stanley
Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The Trigger PLUS will pay no
interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement
for PLUS, index supplement and prospectus, as supplemented or modified by this document. At maturity, if the basket has
appreciated
in value, investors will receive the stated principal amount of their investment plus leveraged upside performance of the
basket, subject to the maximum payment at maturity. If the basket has
remained unchanged or depreciated
in value but the
final basket value is greater than or equal to the trigger level, investors will receive the stated principal amount of their
investment. However, if the basket has
depreciated
in value so that the final basket value is less than the trigger level,
investors will lose a significant portion or all of their investment, resulting in a 1% loss for every 1% decline in the basket
value over the term of the Trigger PLUS. Under these circumstances, the payment at maturity will be less than 75% of the principal
amount and could be zero. Accordingly, you may lose your entire investment. The
Trigger PLUS are
for investors who seek an equity-based return and who are willing to risk their principal and forgo current income and upside
above the maximum payment at maturity in exchange
for the upside leverage feature that applies for a limited range of upside
performance of the basket and the limited protection against loss that applies only if the final basket value is greater than
or equal to the trigger level. I
nvestors may lose their entire initial investment in the Trigger PLUS
. The Trigger PLUS
are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.
All payments are subject to our credit risk. If we default
on our obligations, you could lose some or all of your investment. These Trigger PLUS are not secured obligations and you will
not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.
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SUMMARY TERMS
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Issuer:
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Morgan Stanley Finance LLC
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Guarantor:
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Morgan Stanley
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Maturity date:
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May 29, 2020
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Original issue price:
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$10 per Trigger PLUS
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Stated principal amount:
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$10 per Trigger PLUS
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Pricing date:
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May 26, 2017
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Original issue date:
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June 1, 2017 (3 business days after the pricing date)
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Aggregate principal amount:
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$
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Interest:
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None
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Basket:
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Basket component
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Bloomberg
ticker symbol
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Basket component weighting
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Initial basket component value
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Multiplier
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Russell 2000
®
Index (the “RTY Index”)
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RTY
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50%
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S&P 500
®
Index (the “SPX Index”)
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SPX
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50%
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We refer to each of the RTY Index and the SPX Index as an underlying index and, together, as the underlying indices.
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Payment at maturity
(per Trigger PLUS):
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·
If
the final basket value is greater than the initial basket value: $10 + the leveraged upside payment
In no event will
the payment at maturity exceed the maximum payment at maturity.
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·
If the final basket value is less than or equal to the initial basket value but is greater than or equal to the trigger level: $10
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·
If
the final basket value is less than the trigger level: $10 × the basket performance factor
Under these circumstances, the payment
at maturity will be less than the stated principal amount of $10 and will represent a loss of more than 25%, and possibly all,
of your investment.
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Leveraged upside payment:
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$10 × leverage factor × basket percent increase
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Leverage factor:
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200%
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Basket percent increase:
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(final basket value – initial basket value) / initial basket value
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Basket performance factor:
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final basket value / initial basket value
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Maximum payment at maturity:
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$12.875 per Trigger PLUS (128.75% of the stated principal amount)
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Trigger level:
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75, which is 75% of the initial basket value
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Initial basket value:
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100, which will be equal to the sum of the products of the initial basket component value of each basket component, as set forth under “Basket—Initial basket component value” above, and the applicable multiplier for such basket component, each of which will be determined on the pricing date.
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Final basket value:
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The basket closing value on the valuation date.
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Valuation date:
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May 26, 2020, subject to postponement for non-index business days and certain market disruption events.
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Basket closing value:
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The basket closing value on any day is the sum of the products of the basket component closing value of each basket component and the applicable multiplier for such basket component on such date.
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Basket component closing value:
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In the case of each underlying index, the index closing value as published by the index publisher.
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Multiplier:
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The multiplier will be set on the pricing date based on each basket component’s respective initial basket component value so that each basket component will represent its applicable basket component weighting in the predetermined initial basket value. Each multiplier will remain constant for the term of the Trigger PLUS. See “Basket—Multiplier” above.
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Listing:
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The Trigger PLUS will not be listed on any securities exchange.
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CUSIP / ISIN:
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61766W659 / US61766W6599
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Agent:
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Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information concerning plan of distribution; conflicts of interest.”
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Estimated value on the pricing date:
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Approximately $9.591 per Trigger PLUS, or within $0.15 of that estimate. See “Investment Summary” beginning on page 2.
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Commissions and issue price:
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Price to public
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Agent’s commissions and fees
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Proceeds to us
(3)
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Per Trigger PLUS
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$10
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$0.25
(1)
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$9.70
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$0.05
(2)
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Total
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$
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$
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$
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(1)
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Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the Agent), and their financial advisors will
collectively receive from the Agent, MS & Co., a fixed sales commission of $0.25 for each Trigger PLUS they sell. See “Supplemental
information concerning plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution
(Conflicts of Interest)” in the accompanying product supplement for PLUS.
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(2)
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Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each
Trigger PLUS.
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(3)
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See “Use of proceeds and hedging” on page 14.
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The Trigger PLUS involve risks not associated
with an investment in ordinary debt securities. See “Risk Factors” beginning on page 5.
The Securities and Exchange Commission
and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying
product supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
The Trigger PLUS are not deposits or savings
accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality,
nor are they obligations of, or guaranteed by, a bank.
You should read this document together
with the related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below.
Please also see “Additional Information about the Trigger PLUS” at the end of this document.
References to “we,” “us”
and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
Product Supplement for PLUS dated February 29, 2016
Index Supplement dated January 30, 2017
Prospectus dated February 16, 2016
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of an Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020
Trigger Performance Leveraged Upside Securities
SM
Principal at Risk Securities
Investment Summary
Trigger Performance Leveraged Upside Securities
Principal at Risk Securities
The Trigger PLUS Based on the Value of an Equally Weighted Basket
Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020 (the “Trigger
PLUS”) can be used:
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§
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As an alternative to direct exposure to the basket that enhances returns for a certain range of positive performance of the
basket, subject to the maximum payment at maturity
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§
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To enhance returns and potentially outperform the basket in a moderately bullish scenario
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§
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To provide limited protection against a loss of principal in the event of a decline in the value of the basket as of the valuation
date, but only if the final basket value is greater than or equal to the trigger level
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Maturity:
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Approximately 3 years
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Leverage factor:
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200%
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Maximum payment at maturity:
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$12.875 per Trigger PLUS (128.75% of the stated principal amount)
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Trigger level:
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75% of the initial basket value
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Minimum payment at maturity:
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None. Investors may lose their entire initial investment in the Trigger PLUS.
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Basket component weightings:
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50% for the RTY Index and 50% for the SPX Index
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Interest:
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None
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The original issue price of each Trigger PLUS is $10. This price
includes costs associated with issuing, selling, structuring and hedging the Trigger PLUS, which are borne by you, and, consequently,
the estimated value of the Trigger PLUS on the pricing date will be less than $10. We estimate that the value of each Trigger PLUS
on the pricing date will be approximately $9.591, or within $0.15 of that estimate. Our estimate of the value of the Trigger PLUS
as determined on the pricing date will be set forth in the final pricing supplement.
What
goes into the estimated value on the pricing date?
In valuing the Trigger PLUS on the pricing date, we take into
account that the Trigger PLUS comprise both a debt component and a performance-based component linked to the basket components.
The estimated value of the Trigger PLUS is determined using our own pricing and valuation models, market inputs and assumptions
relating to the basket components, instruments based on the basket components, volatility and other factors including current and
expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest
rate at which our conventional fixed rate debt trades in the secondary market.
What
determines the economic terms of the Trigger PLUS?
In determining the economic terms of the Trigger PLUS, including
the leverage factor, the trigger level and the maximum payment at maturity, we use an internal funding rate, which is likely to
be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging
costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the Trigger PLUS
would be more favorable to you.
What
is the relationship between the estimated value on the pricing date and the secondary market price of the Trigger PLUS?
The price at which MS & Co. purchases the Trigger PLUS in
the secondary market, absent changes in market conditions, including those related to the basket components, may vary from, and
be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market
credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and
other factors. However, because the costs associated with issuing, selling, structuring and hedging the Trigger PLUS are not fully
deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell
the Trigger PLUS in the secondary market, absent changes in market conditions, including those related to the basket components,
and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those
higher values will also be reflected in your brokerage account statements.
MS & Co. may, but is not obligated to, make a market in the
Trigger PLUS and, if it once chooses to make a market, may cease doing so at any time.
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of an Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020
Trigger Performance Leveraged Upside Securities
SM
Principal at Risk Securities
Key Investment Rationale
The Trigger PLUS offer leveraged exposure to a certain range
of positive performance of the basket, subject to the maximum payment at maturity. In exchange for the leverage feature, investors
are exposed to the risk of loss of a significant portion or all of their investment due to the trigger feature. At maturity, an
investor will receive an amount in cash based upon the value of the basket on the valuation date, subject to the maximum payment
at maturity. The Trigger PLUS are unsecured obligations of ours, and all payments on the Trigger PLUS are subject to our credit
risk.
Investors may lose their entire initial investment in the Trigger PLUS.
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Leveraged Performance
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The Trigger PLUS offer investors an opportunity to capture enhanced returns for a certain range of positive performance relative to a direct investment in the basket.
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Trigger Feature
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At maturity, even if the basket has declined in value over the term of the Trigger PLUS, you will receive your stated principal amount, but only if the final basket value is greater than or equal to the trigger level.
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Upside Scenario
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The basket increases in value, and, at maturity, the Trigger
PLUS redeem for the stated principal amount of $10 plus 200% of the basket percent increase, subject to the maximum payment at
maturity of $12.875 per Trigger PLUS (128.75% of the stated principal amount).
For example, if the final basket value is 10% greater than the
initial basket value, the Trigger PLUS will provide a total return of 20% at maturity.
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Par Scenario
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The final basket value is less than or equal to the initial basket value but is greater than or equal to the trigger level. In this case, you receive the stated principal amount of $10 at maturity even though the basket has declined in value.
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Downside Scenario
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The final basket value is less than the trigger level. In this case, the Trigger PLUS redeem for at least 25% less than the stated principal amount, and this decrease will be by an amount proportionate to the decline in the value of the basket over the term of the Trigger PLUS. Under these circumstances, the payment at maturity will be less than 75% of the stated principal amount and could be zero. There is no minimum payment at maturity on the Trigger PLUS, and you could lose your entire investment.
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of an Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020
Trigger Performance Leveraged Upside Securities
SM
Principal at Risk Securities
How the Trigger PLUS Work
Payoff Diagram
The payoff diagram below illustrates the payment at maturity
on the Trigger PLUS based on the following terms:
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Stated principal amount:
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$10 per Trigger PLUS
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Leverage factor:
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200%
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Maximum payment at maturity:
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$12.875 per Trigger PLUS (128.75% of the stated principal amount)
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Trigger level:
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75% of the initial basket value
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Trigger PLUS Payoff Diagram
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How it works
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§
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Upside Scenario.
If the final basket value is greater than the initial basket value,
investors will receive the $10 stated principal amount plus 200% of the appreciation of the basket over the term of the Trigger
PLUS, subject to the maximum payment at maturity. Under the terms of the Trigger PLUS, an investor will realize the maximum payment
at maturity of $12.875 per Trigger PLUS (128.75% of the stated principal amount) at a final basket value of 114.375% of the initial
basket value.
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§
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If the basket appreciates 10%, investors would receive a 20% return, or $12.00 per Trigger PLUS.
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If the basket appreciates 50%, the investor would receive only the maximum payment at maturity of $12.875 per Trigger PLUS,
or 128.75% of the stated principal amount.
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§
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Par Scenario.
If the final basket value is less than or equal to the initial basket
value but is greater than or equal to the trigger level, investors will receive the $10 stated principal amount.
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§
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If the basket depreciates 5%, investors will receive the $10 stated principal amount.
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§
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Downside Scenario.
If the final basket value is less than the trigger level, investors
will receive an amount that is significantly less than the $10 stated principal amount, based on a 1% loss of principal for each
1% decline in the basket value.
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§
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If the basket depreciates 60%, investors will lose 60% of their principal and receive only $4.00 per Trigger PLUS at maturity,
or 40% of the stated principal amount.
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of an Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020
Trigger Performance Leveraged Upside Securities
SM
Principal at Risk Securities
Risk Factors
The following is a non-exhaustive list of certain key risk factors
for investors in the Trigger PLUS. For further discussion of these and other risks, you should read the section entitled “Risk
Factors” in the accompanying product supplement for PLUS, index supplement and prospectus. You should also consult with your
investment, legal, tax, accounting and other advisers in connection with your investment in the Trigger PLUS.
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§
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The Trigger PLUS do not pay interest or guarantee return of any principal.
The terms of the Trigger PLUS differ from
those of ordinary debt securities in that the Trigger PLUS do not pay interest or guarantee the payment of any of the principal
amount at maturity. If the final basket value is less than the trigger level (which is 75% of the initial basket value), the payment
at maturity will be an amount in cash that is at least 25% less than the $10 stated principal amount of each Trigger PLUS, and
this decrease will be by an amount proportionate to the full amount of the decline in the value of the basket over the term of
the Trigger PLUS, without any buffer. There is no minimum payment at maturity on the Trigger PLUS, and you could lose your entire
investment.
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§
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The appreciation potential of the Trigger PLUS is limited by the maximum payment at
maturity.
The appreciation potential of the Trigger PLUS is limited by the maximum payment at maturity of
$12.875
per
Trigger PLUS, or
128.75%
of the stated principal amount. Although the leverage factor
provides 200% exposure to any increase in the final basket value over the initial basket value, because the payment at maturity
will be limited to
128.75%
of the stated principal amount for the Trigger PLUS, any
increase in the final basket value over the initial basket value by more than
14.375%
of
the initial basket value will not further increase the return on the Trigger PLUS.
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§
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The market price will be influenced by many unpredictable factors.
Several factors, many of which are beyond our control,
will influence the value of the Trigger PLUS in the secondary market and the price at which MS & Co. may be willing to purchase
or sell the Trigger PLUS in the secondary market, including: the value, volatility (frequency and magnitude of changes in value)
and dividend yield of the basket components, interest and yield rates, time remaining to maturity, geopolitical conditions and
economic, financial, political and regulatory or judicial events that affect the basket components or equities markets generally
and which may affect the final basket value, and any actual or anticipated changes to our credit ratings or credit spreads. The
values of the basket components may be, and have recently been, volatile, and we can give you no assurance that the volatility
will lessen. See “Basket Overview” below. You may receive less, and possibly significantly less, than the stated principal
amount per Trigger PLUS if you try to sell your Trigger PLUS prior to maturity.
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§
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The Trigger PLUS 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 Trigger PLUS.
You are dependent on our ability to pay all amounts due on the Trigger
PLUS at maturity and therefore you are subject to our credit risk. The Trigger PLUS are not guaranteed by any other entity. If
we default on our obligations under the Trigger PLUS, your investment would be at risk and you could lose some or all of your investment.
As a result, the market value of the Trigger PLUS prior to maturity will be affected by changes in the market’s view of our
creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market
for taking our credit risk is likely to adversely affect the market value of the Trigger PLUS.
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§
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As a finance subsidiary, MSFL has no independent operations and will have no independent assets.
As a finance subsidiary,
MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets
available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution
or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee
by Morgan Stanley and that guarantee will rank
pari passu
with all other unsecured, unsubordinated obligations of Morgan
Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of
securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should
be treated
pari passu
with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders
of Morgan Stanley-issued securities.
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§
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The amount payable on the Trigger PLUS is not linked to the value of the basket at
any time other than the valuation date.
The final basket value will be based on the basket closing value on the valuation date,
subject to postponement for non-index business days and certain market disruption events. Even if the value of the basket appreciates
prior to the valuation date but then drops by the valuation date, the payment at maturity may be less, and may be significantly
less, than it would have been had the payment at maturity been linked to the value of the basket prior to such drop. Although the
actual value of the basket on the stated maturity date or at other times during the term of the Trigger PLUS may be higher than
the basket closing value on the valuation date, the payment at maturity will be based solely on the basket closing value on the
valuation date.
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§
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Changes in the value of the basket components may offset each other.
Value movements in the basket components may not
correlate with each other. At a time when one basket component increases in value, the value of the other
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of an Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020
Trigger Performance Leveraged Upside Securities
SM
Principal at Risk Securities
basket component may not increase
as much, or may even decline. Therefore, in calculating the basket components’ performance on the valuation date, an increase
in the value of one basket component may be moderated, or wholly offset, by a lesser increase or a decline in the value of the
other basket component.
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§
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The Trigger PLUS are linked to the Russell 2000
®
Index and are subject to risks associated with small-capitalization
companies.
The Russell 2000
®
Index consists of stocks issued by companies with relatively small market capitalization.
These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies
and therefore the Russell 2000
®
Index may be more volatile than indices that consist of stocks issued by large-capitalization
companies. Stock prices of small-capitalization companies are also more vulnerable than those of large-capitalization companies
to adverse business and economic developments, and the stocks of small-capitalization companies may be thinly traded. In addition,
small capitalization companies are typically less well-established and less stable financially than large-capitalization companies
and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Such companies tend to have
smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and
less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their
products.
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§
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Investing in the Trigger PLUS is not equivalent to investing in the basket components.
Investing
in the Trigger PLUS is not equivalent to investing directly in the basket components or any of the component stocks of the basket
components. As an investor in the Trigger PLUS, you will not have voting rights or rights to receive dividends or other distributions
or any other rights with respect to the basket components or any of the component stocks of the basket components.
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§
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Adjustments to the underlying indices could adversely affect the value of the Trigger PLUS.
The publisher of each underlying
index can add, delete or substitute the stocks consituting such index, and can make other methodological changes that could change
the value of such underlying index. In addition, an index publisher may discontinue or suspend calculation or publication of the
relevant underlying index at any time. In these circumstances, MS & Co., as the calculation agent, will have the sole discretion
to substitute a successor index for such index that is comparable to the discontinued index and is not precluded from considering
indices that are calculated and published by the calculation agent or any of its affiliates. If MS & Co. determines that there
is no appropriate successor index for such index, the payment at maturity on the Trigger PLUS will be an amount based on the closing
prices on the valuation date of the securities constituting such underlying index at the time of such discontinuance, without rebalancing
or substitution, computed by the calculation agent in accordance with the formula for calculating such underlying index last in
effect prior to discontinuance of such index.
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§
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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 Trigger PLUS in the original issue price reduce the economic terms of the Trigger
PLUS, cause the estimated value of the Trigger PLUS to be less than the original issue price and will adversely affect secondary
market prices.
Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers,
including MS & Co., may be willing to purchase the Trigger PLUS in secondary market transactions will likely be significantly
lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related
costs that are included in the original issue price and borne by you and because the secondary market prices will reflect our secondary
market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well
as other factors.
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The inclusion of the costs of issuing,
selling, structuring and hedging the Trigger PLUS in the original issue price and the lower rate we are willing to pay as issuer
make the economic terms of the Trigger PLUS less favorable to you than they otherwise would be.
However, because the costs associated
with issuing, selling, structuring and hedging the Trigger PLUS are not fully deducted upon issuance, for a period of up to 6 months
following the issue date, to the extent that MS & Co. may buy or sell the Trigger PLUS in the secondary market, absent changes
in market conditions, including those related to the basket, and to our secondary market credit spreads, it would do so based on
values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account
statements.
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§
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The estimated value of the Trigger PLUS 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.
These pricing and valuation models are
proprietary and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may
prove to be incorrect. As a result, because there is no market-standard way to value these types of securities, our models may
yield a higher estimated value of the Trigger PLUS than those generated by others, including other dealers in the market, if they
attempted to value the Trigger PLUS. In addition, the estimated value on the pricing date does not represent a minimum or maximum
price at which dealers, including MS & Co., would be
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of an Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020
Trigger Performance Leveraged Upside Securities
SM
Principal at Risk Securities
willing to purchase your Trigger
PLUS in the secondary market (if any exists) at any time. The value of your Trigger PLUS at any time after the date of this document
will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions.
See also “The market price will be influenced by many unpredictable factors” above.
|
|
§
|
The Trigger PLUS will not be listed on any securities exchange and secondary trading may be limited.
The Trigger PLUS
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Trigger PLUS. MS &
Co. may, but is not obligated to, make a market in the Trigger PLUS and, if it once chooses to make a market, may cease doing so
at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based
on its estimate of the current value of the Trigger PLUS, taking into account its bid/offer spread, our credit spreads, market
volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to
maturity and the likelihood that it will be able to resell the Trigger PLUS. Even if there is a secondary market, it may not provide
enough liquidity to allow you to trade or sell the Trigger PLUS easily.
Since other broker-dealers
may not participate significantly in the secondary market for the Trigger PLUS, the price at which you may be able to trade your
Trigger PLUS is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS &
Co. were to cease making a market in the Trigger PLUS, it is likely that there would be no secondary market for the Trigger PLUS.
Accordingly, you should be willing to hold your Trigger PLUS to maturity.
|
|
|
§
|
The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect
to the Trigger PLUS.
As calculation agent, MS & Co. will determine the initial basket component values, the multipliers
and the final basket value, including whether the basket has decreased in value to below the trigger level, and will calculate
the basket percent increase or the basket performance factor, as applicable, and the amount of cash, if any, you will receive at
maturity. Moreover, cetain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise
discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events
and the selection of a successor index or calculation of the basket component closing value in the event of a discontinuance of
the relevant basket component. These potentially subjective determinations may adversely affect the payout to you at maturity,
if any. For further information regarding these types of determinations, see “Description of PLUS—General Terms of
PLUS” —Postponement of Valuation Date(s),” —Alternate Exchange Calculation in case of an Event of Default,”
—Discontinuance of Any Underlying Index or Basket Index; Alteration of Method of Calculation” and “—Calculation
Agent and Calculations” in the accompanying product supplement. In addition, MS & Co. has determined the estimated value
of the Trigger PLUS on the pricing date.
|
|
|
§
|
Hedging and trading activity by our affiliates could potentially adversely affect the value of the Trigger PLUS.
One
or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the Trigger PLUS (and to
other instruments linked to the underlying indices or component stocks of
the underlying indices)
,
including trading in the stocks that constitute
the underlying indices
as well as in other
instruments related to the basket components. As a result, these entities may be unwinding or adjusting hedge positions during
the term of the Trigger PLUS, and the hedging strategy may involve greater and more frequent adjustments to the hedge as the valuation
date approaches. Some of our affiliates also trade the stocks that constitute
the underlying
indices
and other financial instruments related to the underlying indices on a regular basis as part of their general broker-dealer
and other businesses. Any of these hedging or trading activities on or prior to the pricing date could potentially increase the
initial basket component values, and, therefore, could increase the values at or above which the basket components must close on
the valuation date so that investors do not suffer a significant loss on their initial investment in the Trigger PLUS. Additionally,
such hedging or trading activities during the term of the Trigger PLUS, including on the valuation date, could potentially affect
whether the basket closing value on the valuation date is below the trigger level, and, therefore, whether an investor would receive
significantly less than the stated principal amount of the Trigger PLUS at maturity.
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|
|
§
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The U.S. federal income tax consequences of an investment in the Trigger PLUS are uncertain.
Please read the discussion
under “Additional provisions—Tax considerations” in this document and the discussion under “United States
Federal Taxation” in the accompanying product supplement for PLUS (together, the “Tax Disclosure Sections”) concerning
the U.S. federal income tax consequences of an investment in the Trigger PLUS. If the Internal Revenue Service (the “IRS”)
were successful in asserting an alternative treatment, the timing and character of income on the Trigger PLUS might differ significantly
from the tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment, the IRS could seek
to recharacterize the Trigger PLUS as debt instruments. In that event, U.S. Holders would be required to accrue into income original
issue discount on the Trigger PLUS every year at a “comparable yield” determined at the time of issuance and recognize
all income and gain in respect of the Trigger PLUS as ordinary income. Additionally, as discussed under “United States Federal
Taxation—FATCA Legislation” in the accompanying product supplement for PLUS, the withholding rules commonly referred
to as “FATCA” would apply to the Trigger PLUS if they were recharacterized as debt instruments. The risk that financial
instruments providing for buffers, triggers or similar downside protection features, such as the Trigger PLUS, would be recharacterized
as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features. We
do not plan to
|
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of an Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020
Trigger Performance Leveraged Upside Securities
SM
Principal at Risk Securities
request a ruling from the IRS regarding
the tax treatment of the Trigger PLUS, and the IRS or a court may not agree with the tax treatment described in the Tax Disclosure
Sections.
In 2007, the U.S. Treasury Department and the IRS
released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar
instruments. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term
of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect
to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of factors such
as the exchange-traded status of the instruments and the nature of the underlying property to which the instruments are linked;
the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding
tax; and whether these instruments are or should be subject to the “constructive ownership” rule, which very generally
can operate to recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While the notice
requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after
consideration of these issues could materially and adversely affect the tax consequences of an investment in the Trigger PLUS,
possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income
tax consequences of an investment in the Trigger PLUS, including possible alternative treatments, the issues presented by this
notice and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of an Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020
Trigger Performance Leveraged Upside Securities
SM
Principal at Risk Securities
Basket Overview
The basket consists of the Russell 2000
®
Index
(the “RTY Index”) and the S&P 500
®
Index (the “SPX Index”) and offers exposure to price
movements in U.S. equity markets.
Russell 2000
®
Index
The Russell 2000
®
Index is an index calculated,
published and disseminated by FTSE Russell, and measures the composite price performance of stocks of 2,000 companies (the “Russell
2000 Component Stocks”) incorporated in the U.S. and its territories. All 2,000 stocks are traded on a major U.S. exchange
and are the 2,000 smallest securities that form the Russell 3000
®
Index. The Russell 3000
®
Index
is composed of the 3,000 largest U.S. companies as determined by market capitalization and represents approximately 98% of the
U.S. equity market. The Russell 2000
®
Index consists of the smallest 2,000 companies included in the Russell 3000
®
Index and represents a small portion of the total market capitalization of the Russell 3000
®
Index. The Russell
2000
®
Index is designed to track the performance of the small capitalization segment of the U.S. equity market.
For additional information about the Russell 2000
®
Index, see the information set forth under “Russell 2000
®
Index” in the accompanying index supplement.
The “Russell 2000
®
Index” is a trademark
of FTSE Russell. For more information, see “Russell 2000
®
Index” in the accompanying index supplement.
S&P 500
®
Index
The S&P 500
®
Index, which
is calculated, maintained and published by S&P Dow Jones Indices LLC (“S&P”), consists of stocks of 500 component
companies selected to provide a performance benchmark for the U.S. equity markets. The calculation of the S&P 500
®
Index is based on the relative value of the float adjusted aggregate market capitalization of the 500 component companies as of
a particular time as compared to the aggregate average market capitalization of 500 similar companies during the base period of
the years 1941 through 1943. For additional information about the S&P 500
®
Index, see the information set forth
under “S&P 500
®
Index” in the accompanying index supplement.
Standard & Poor’s
®
,” “S&P
®
,”
“S&P 500
®
,” “Standard & Poor’s 500” and “500” are trademarks of
Standard and Poor’s Financial Services LLC. See “S&P 500
®
Index” in the accompanying index
supplement.
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of an Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020
Trigger Performance Leveraged Upside Securities
SM
Principal at Risk Securities
Information as of market close on May 23, 2017:
|
Basket Component Information as of May 23, 2017
|
|
Basket Component
|
Bloomberg Ticker Symbol
|
Current Basket Component Level
|
52 Weeks Ago
|
52 Week High
|
52 Week Low
|
|
RTY Index
|
RTY
|
1,380.982
|
1,111.367
|
(on 4/26/2017): 1,419.431
|
(on 6/27/2016): 1.089.646
|
|
SPX Index
|
SPX
|
2,398.42
|
2,048.04
|
(on 5/15/2017): 2,402.04
|
(on 6/27/2016): 2,000.54
|
The following graph is calculated as if the basket had an initial
value of 100 on January 1, 2012 (assuming that each basket component is weighted as described in “Basket” on the cover
page) and illustrates the effect of the offset and/or correlation among the basket components during such period. The graph does
not take into account the leverage factor or the trigger level, nor does it attempt to show your expected return on an investment
in the Trigger PLUS. The historical performance of the basket should not be taken as an indication of its future performance.
|
Basket Historical
Performance
January 1,
2012 to May 23, 2017
|
|
The following graphs set forth the daily closing values of each
of the basket components for the period from January 1, 2012 through May 23, 2017. The related tables set forth the published high
and low closing values as well as end-of-quarter closing values for each of the basket components for each quarter in the same
period. The closing values for each of the basket components on May 23, 2017 were: (i) in the case of the RTY Index, 1,380.982,
and (ii) in the case of the SPX Index, 2,398.42. We obtained the information in the tables and graphs below from Bloomberg Financial
Markets, without independent verification. The historical values of the basket components should not be taken as an indication
of their future performance, and no assurance can be given as to the basket closing value on the valuation date.
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of an Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020
Trigger Performance Leveraged Upside Securities
SM
Principal at Risk Securities
Russell 2000
®
Index
January 1, 2012 to May 23, 2017
|
|
|
Russell 2000
®
Index
|
High
|
Low
|
Period End
|
|
2012
|
|
|
|
|
First Quarter
|
846.13
|
747.28
|
830.30
|
|
Second Quarter
|
840.63
|
737.24
|
798.49
|
|
Third Quarter
|
864.70
|
767.75
|
837.45
|
|
Fourth Quarter
|
852.49
|
769.48
|
849.35
|
|
2013
|
|
|
|
|
First Quarter
|
953.07
|
872.60
|
951.54
|
|
Second Quarter
|
999.99
|
901.51
|
977.48
|
|
Third Quarter
|
1,078.41
|
989.47
|
1,073.79
|
|
Fourth Quarter
|
1,163.64
|
1,043.46
|
1,163.64
|
|
2014
|
|
|
|
|
First Quarter
|
1,208.651
|
1,093.594
|
1,173.038
|
|
Second Quarter
|
1,192.964
|
1,095.986
|
1,192.964
|
|
Third Quarter
|
1,208.150
|
1,101.676
|
1,101.676
|
|
Fourth Quarter
|
1,219.109
|
1,049.303
|
1,204.696
|
|
2015
|
|
|
|
|
First Quarter
|
1,266.373
|
1,154.709
|
1,252.772
|
|
Second Quarter
|
1,295.799
|
1,215.417
|
1,253.947
|
|
Third Quarter
|
1,273.328
|
1,083.907
|
1,100.688
|
|
Fourth Quarter
|
1,204.159
|
1,097.552
|
1,135.889
|
|
2016
|
|
|
|
|
First Quarter
|
1,135.889
|
953.715
|
1,114.028
|
|
Second Quarter
|
1,188.954
|
1,089.646
|
1,151.923
|
|
Third Quarter
|
1,263.438
|
1,139.453
|
1,251.646
|
|
Fourth Quarter
|
1,388.073
|
1,156.885
|
1,357.130
|
|
2017
|
|
|
|
|
First Quarter
|
1,413.635
|
1,345.598
|
1,385.920
|
|
Second Quarter (through May 23, 2017)
|
1,419.431
|
1,345.244
|
1,380.982
|
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of an Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020
Trigger Performance Leveraged Upside Securities
SM
Principal at Risk Securities
S&P 500
®
Index
January 1, 2012 to May 23, 2017
|
|
|
S&P 500
®
Index
|
High
|
Low
|
Period End
|
|
2012
|
|
|
|
|
First Quarter
|
1,416.51
|
1,257.60
|
1,408.47
|
|
Second Quarter
|
1,419.04
|
1,278.04
|
1,362.16
|
|
Third Quarter
|
1,465.77
|
1,334.76
|
1,440.67
|
|
Fourth Quarter
|
1,461.40
|
1,353.33
|
1,426.19
|
|
2013
|
|
|
|
|
First Quarter
|
1,569.19
|
1,426.19
|
1,569.19
|
|
Second Quarter
|
1,669.16
|
1,541.61
|
1,606.28
|
|
Third Quarter
|
1,725.52
|
1,614.08
|
1,681.55
|
|
Fourth Quarter
|
1,848.36
|
1,655.45
|
1,848.36
|
|
2014
|
|
|
|
|
First Quarter
|
1,878.04
|
1,741.89
|
1,872.34
|
|
Second Quarter
|
1,962.87
|
1,815.69
|
1,960.23
|
|
Third Quarter
|
2,011.36
|
1,909.57
|
1,972.29
|
|
Fourth Quarter
|
2,090.57
|
1,862.49
|
2,058.90
|
|
2015
|
|
|
|
|
First Quarter
|
2,117.39
|
1,992.67
|
2,067.89
|
|
Second Quarter
|
2,130.82
|
2,057.64
|
2,063.11
|
|
Third Quarter
|
2,128.28
|
1,867.61
|
1,920.03
|
|
Fourth Quarter
|
2,109.79
|
1,923.82
|
2,043.94
|
|
2016
|
|
|
|
|
First Quarter
|
2,063.95
|
1,829.08
|
2,059.74
|
|
Second Quarter
|
2,119.12
|
2,000.54
|
2,098.86
|
|
Third Quarter
|
2,190.15
|
2,088.55
|
2,168.27
|
|
Fourth Quarter
|
2,271.72
|
2,085.18
|
2,238.83
|
|
2017
|
|
|
|
|
First Quarter
|
2,395.96
|
2,238.83
|
2,362.72
|
|
Second Quarter (through May 23, 2017)
|
2,402.32
|
2,328.95
|
2,398.42
|
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of an Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020
Trigger Performance Leveraged Upside Securities
SM
Principal at Risk Securities
Additional Information about
the Trigger PLUS
Please read this information
in conjunction with the summary terms on the front cover of this document.
|
Additional provisions:
|
|
|
Postponement of maturity date:
|
If the valuation date for any basket component is postponed so that it falls less than two business days prior to the scheduled maturity date, the maturity date will be postponed to the second business day following the last valuation date as postponed.
|
|
Minimum ticketing size:
|
$1,000 / 100 Trigger PLUS
|
|
Bull market or bear market Trigger PLUS:
|
Bull Market Trigger PLUS
|
|
Tax considerations:
|
Although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the Trigger PLUS due to the lack of governing authority, in the opinion of our counsel, Davis Polk & Wardwell LLP, under current law, and based on current market conditions, a Trigger PLUS should be treated as a single financial contract that is an “open transaction” for U.S. federal income tax purposes.
|
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Assuming this treatment of the Trigger PLUS is respected and subject to the discussion in “United States Federal Taxation” in the accompanying product supplement for PLUS, the following U.S. federal income tax consequences should result based on current law:
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§
A U.S. Holder should not be required to recognize taxable income over the term of the Trigger PLUS prior to settlement, other than pursuant to a sale or exchange.
|
|
|
|
|
|
§
Upon sale, exchange or settlement of the Trigger PLUS, a U.S. Holder should recognize gain or loss equal to the difference between the amount realized and the U.S. Holder’s tax basis in the Trigger PLUS. Such gain or loss should be long-term capital gain or loss if the investor has held the Trigger PLUS for more than one year, and short-term capital gain or loss otherwise.
|
|
|
|
|
|
In 2007,
the U.S. Treasury Department and the Internal Revenue Service (the “IRS”) released a notice requesting comments on
the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in
particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks
for comments on a number of related topics, including the character of income or loss with respect to these instruments; whether
short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status
of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to which
income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these
instruments are or should be subject to the “constructive ownership” rule, which very generally can operate to recharacterize
certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate
transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues
could materially and adversely affect the tax consequences of an investment in the Trigger PLUS, possibly with retroactive effect.
As discussed
in the accompanying product supplement for PLUS, Section 871(m) of the Internal Revenue Code of 1986, as amended, and Treasury
regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% (or a lower applicable treaty rate) withholding
tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S.
equities or indices that include U.S. equities (each, an “Underlying Security”). Subject to certain exceptions, Section
871(m) generally applies to securities that substantially replicate the economic performance of one or more Underlying Securities,
as determined based on tests set forth in the applicable Treasury regulations (a “Specified Security”). However, the
regulations exempt securities issued before January 1, 2018 that do not have a delta of one with respect to any Underlying Security.
Based on our determination that the Trigger PLUS do not have a delta of one with respect to any Underlying Security, our counsel
is of the opinion that the Trigger PLUS should not be Specified Securities and, therefore, should not be subject to Section 871(m).
Our determination
is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may
depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security.
If withholding is required, we will not be required to pay any additional amounts with respect to the amounts so withheld. You
should consult your tax adviser regarding the potential application of Section 871(m) to the Trigger PLUS.
Both
U.S. and non-U.S. investors considering an investment in the Trigger PLUS should read the discussion under “Risk Factors”
in this document and the discussion under “United States Federal Taxation” in the accompanying product supplement
for PLUS and consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an
|
Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of an Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020
Trigger Performance Leveraged Upside Securities
SM
Principal at Risk Securities
|
|
investment
in the Trigger PLUS, including possible alternative treatments, the issues presented by the aforementioned notice and any tax consequences
arising under the laws of any state, local or non-U.S. taxing jurisdiction.
The discussion
in the preceding paragraphs under “Tax considerations” and the discussion contained in the section entitled “United
States Federal Taxation” in the accompanying product supplement for PLUS, insofar as they purport to describe provisions
of U.S. federal income tax laws or legal conclusions with respect thereto, constitute the full opinion of Davis Polk & Wardwell
LLP regarding the material U.S. federal tax consequences of an investment in the Trigger PLUS.
|
|
Trustee:
|
The Bank of New York Mellon
|
|
Calculation agent:
|
MS & Co.
|
|
Use of proceeds and hedging:
|
The proceeds from the sale of the Trigger PLUS will be used by us for general corporate purposes. We will receive, in aggregate, $10 per Trigger PLUS issued, because, when we enter into hedging transactions in order to meet our obligations under the Trigger PLUS, our hedging counterparty will reimburse the cost of the agent’s commissions. The costs of the Trigger PLUS borne by you and described beginning on page 2 above comprise the agent’s commissions and the cost of issuing, structuring and hedging the Trigger PLUS.
|
|
|
|
|
|
On or prior to the pricing date, we will hedge our anticipated exposure in connection with the Trigger PLUS by entering into hedging transactions with our affiliates and/or third party dealers. We expect our hedging counterparties to take positions in the underlying indices, in futures or options contracts on the underlying indices or component stocks of
the underlying indices
listed on major securities markets or positions in any other available securities or instruments that they may wish to use in connection with such hedging. Such purchase activity could potentially increase the initial basket component values of the basket components, and, therefore, could increase the values at or above which the basket components must close on the valuation date so that investors do not suffer a significant loss on their initial investment in the Trigger PLUS. In addition, through our affiliates, we are likely to modify our hedge position throughout the term of the Trigger PLUS, including on the valuation date, by purchasing and selling the stocks constituting
the underlying indices
, futures or options contracts on the underlying indices or component stocks of
the underlying indices
listed on major securities markets or positions in any other available securities or instruments that we may wish to use in connection with such hedging activities. As a result, these entities may be unwinding or adjusting hedge positions during the term of the Trigger PLUS, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the valuation date approaches. We cannot give any assurance that our hedging activities will not affect the value of the basket component and, therefore, adversely affect the value of the Trigger PLUS or the payment you will receive at maturity, if any. For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging” in the accompanying product supplement for PLUS.
|
|
Benefit plan investor considerations:
|
Each fiduciary of a pension, profit-sharing or other employee
benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”),
should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing
an investment in the Trigger PLUS. Accordingly, among other factors, the fiduciary should consider whether the investment would
satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing
the Plan.
In addition, we and certain of our affiliates, including MS &
Co., may each be considered a “party in interest” within the meaning of ERISA, or a “disqualified person”
within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to many Plans, as well
as many individual retirement accounts and Keogh plans (also “Plans”). ERISA Section 406 and Code Section 4975 generally
prohibit transactions between Plans and parties in interest or disqualified persons. Prohibited transactions within the meaning
of ERISA or the Code would likely arise, for example, if the Trigger PLUS are acquired by or with the assets of a Plan with respect
to which MS & Co. or any of its affiliates is a service provider or other party in interest, unless the Trigger PLUS are acquired
pursuant to an exemption from the “prohibited transaction” rules. A violation of these “prohibited transaction”
rules could result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Code for such persons, unless exemptive
relief is available under an applicable statutory or administrative exemption.
The U.S. Department of Labor has issued
five prohibited transaction class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited
transactions resulting from the purchase or holding of the Trigger PLUS. Those class exemptions are PTCE 96-23 (for certain transactions
determined by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE
91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance
company separate accounts) and PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers).
In addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code may provide an exemption for the purchase and sale of
securities and the related lending transactions, provided that neither the issuer of the securities nor any of its affiliates
has or exercises any discretionary authority or control or renders any investment advice with respect to the assets of the Plan
involved in
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of an Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020
Trigger Performance Leveraged Upside Securities
SM
Principal at Risk Securities
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the transaction and provided further that the Plan pays no more,
and receives no less, than “adequate consideration” in connection with the transaction (the so-called “service
provider” exemption). There can be no assurance that any of these class or statutory exemptions will be available with respect
to transactions involving the Trigger PLUS.
Because we may be considered a party in interest with respect
to many Plans, the Trigger PLUS may not be purchased, held or disposed of by any Plan, any entity whose underlying assets include
“plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or any person
investing “plan assets” of any Plan, unless such purchase, holding or disposition is eligible for exemptive relief,
including relief available under PTCEs 96-23, 95-60, 91-38, 90-1, 84-14 or the service provider exemption or such purchase, holding
or disposition is otherwise not prohibited. Any purchaser, including any fiduciary purchasing on behalf of a Plan, transferee or
holder of the Trigger PLUS will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and
holding of the Trigger PLUS that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such Trigger PLUS on
behalf of or with “plan assets” of any Plan or with any assets of a governmental, non-U.S. or church plan that is subject
to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section
4975 of the Code (“Similar Law”) or (b) its purchase, holding and disposition are eligible for exemptive relief or
such purchase, holding and disposition are not prohibited by ERISA or Section 4975 of the Code or any Similar Law.
Due to the complexity of these rules and the penalties that may
be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other
persons considering purchasing the Trigger PLUS on behalf of or with “plan assets” of any Plan consult with their counsel
regarding the availability of exemptive relief.
The Trigger PLUS are contractual financial
instruments. The financial exposure provided by the Trigger PLUS is not a substitute or proxy for, and is not intended as a substitute
or proxy for, individualized investment management or advice for the benefit of any purchaser or holder of the Trigger PLUS. The
Trigger PLUS have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives
of any purchaser or holder of the Trigger PLUS.
Each purchaser or holder of any Trigger PLUS
acknowledges and agrees that:
(i) the
purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the purchaser
or holder has not relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser
or holder with respect to (A) the design and terms of the Trigger PLUS, (B) the purchaser or holder’s investment in the Trigger
PLUS, or (C) the exercise of or failure to exercise any rights we have under or with respect to the Trigger PLUS;
(ii) we
and our affiliates have acted and will act solely for our own account in connection with (A) all transactions relating to the Trigger
PLUS and (B) all hedging transactions in connection with our obligations under the Trigger PLUS;
(iii) any
and all assets and positions relating to hedging transactions by us or our affiliates are assets and positions of those entities
and are not assets and positions held for the benefit of the purchaser or holder;
(iv) our
interests are adverse to the interests of the purchaser or holder; and
(v) neither
we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions
or transactions, and any information that we or any of our affiliates may provide is not intended to be impartial investment advice.
Each purchaser and holder of the Trigger PLUS has exclusive responsibility
for ensuring that its purchase, holding and disposition of the Trigger PLUS do not violate the prohibited transaction rules of
ERISA or the Code or any Similar Law. The sale of any Trigger PLUS to any Plan or plan subject to Similar Law is in no respect
a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements
with respect to investments by plans generally or any particular plan, or that such an investment is appropriate for plans generally
or any particular plan.
However, individual retirement accounts, individual
retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their
accounts, will not be permitted to purchase or hold the Trigger PLUS if the account, plan or annuity is for the benefit of an
employee of Morgan Stanley or Morgan Stanley Wealth Management or a family member and the employee receives any compensation (such
as, for example, an addition to bonus) based on the purchase of the Trigger PLUS by the account, plan or annuity.
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Additional considerations:
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Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are
not
permitted to purchase the Trigger PLUS, either directly or indirectly.
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Supplemental information concerning plan of distribution;
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The agent may distribute the Trigger PLUS through Morgan
Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”), as selected dealer, or other dealers, which may include
Morgan
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Morgan Stanley Finance LLC
Trigger PLUS Based on the Value of an Equally Weighted Basket Composed of the Russell 2000
®
Index and the S&P 500
®
Index due May 29, 2020
Trigger Performance Leveraged Upside Securities
SM
Principal at Risk Securities
|
conflicts of interest:
|
Stanley & Co. International plc (“MSIP”) and
Bank Morgan Stanley AG. Morgan Stanley Wealth Management, MSIP and Bank Morgan Stanley AG are affiliates of ours. Selected dealers,
including Morgan Stanley Wealth Management, and their financial advisors will collectively receive from the agent, Morgan Stanley
& Co. LLC, a fixed sales commission of $0.25 for each Trigger PLUS they sell. In addition, Morgan Stanley Wealth Management
will receive a structuring fee of $0.05 for each Trigger PLUS.
MS & Co. is an affiliate of MSFL and a wholly owned subsidiary
of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging
the Trigger PLUS. When MS & Co. prices this offering of Trigger PLUS, it will determine the economic terms of the Trigger PLUS
such that for each Trigger PLUS the estimated value on the pricing date will be no lower than the minimum level described in “Investment
Summary” beginning on page 2.
MS & Co. will conduct this offering in compliance
with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as
FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest.
MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See “Plan
of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement
for PLUS.
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Contact:
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Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.
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Where you can find more information:
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Morgan Stanley and MSFL have filed a registration statement (including
a prospectus, as supplemented by the product supplement for PLUS and the index supplement) with the Securities and Exchange Commission,
or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement, the
product supplement for PLUS, the index supplement and any other documents relating to this offering that Morgan Stanley and MSFL
have filed with the SEC for more complete information about Morgan Stanley, MSFL and this offering. You may get these documents
without cost by visiting EDGAR on the SEC web site at
.
www.sec.gov. Alternatively, Morgan Stanley,
MSFL, any underwriter or any dealer participating in the offering will arrange to send you the product supplement for PLUS, index
supplement and prospectus if you so request by calling toll-free 800-584-6837.
You may access these documents on the SEC web site at
.
www.sec.gov
.
as
follows:
Product Supplement for PLUS dated February 29, 2016
Index Supplement dated January 30, 2017
Prospectus dated February 16, 2016
Terms used but not defined in this document are defined in the
product supplement for PLUS, in the index supplement or in the prospectus.
“Performance Leveraged Upside Securities
SM
”
and “PLUS
SM
” are our service marks.
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