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
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
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.
Risks Relating to an
Investment in the Buffered Securities
Buffered Securities do not pay interest and provide a minimum
payment at maturity of only 15% of your
appreciation potential of the Buffered Securities is limited by the
maximum payment at maturity.
market price of the Buffered Securities will be influenced by many
Buffered 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 Buffered
a finance subsidiary, MSFL has no independent operations and will
have no independent assets.
estimated value of the Buffered Securities is approximately $932.20
per Buffered Security, 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 price.
amount payable on the Buffered Securities is not linked to the
value of the underlying index at any time other than the valuation
in the Buffered Securities is not equivalent to investing in 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 Buffered Securities in the
original issue price reduce the economic terms of the Buffered
Securities, cause the estimated value of the Buffered Securities to
be less than the original issue price and will adversely affect
secondary market prices.
Buffered Securities 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 Buffered
U.S. federal income tax consequences of an investment in the
Buffered Securities are uncertain.
Risks 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 Buffered Securities– Tax considerations”
concerning the U.S. federal income tax consequences of an
investment in the Buffered Securities, and you should consult your