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
Shares
For more information about the underlying
shares, 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 return of any
principal.
●The
market price of the securities may 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.
●Investing
in the securities is not equivalent to investing in the underlying
shares or the stocks composing the share underlying
index.
●The
amount payable on the securities is not linked to the price of the
underlying shares at any time other than the valuation
date.
●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.
●The
estimated value of the securities is approximately $950.70 per
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.
●The
securities will not be listed on any securities exchange and
secondary trading may be limited.
●The
calculation agent, which is a subsidiary of Morgan Stanley and an
affiliate of MSFL, will make determinations with respect to the
securities.
●Hedging
and trading activity by our affiliates could potentially adversely
affect the value of the securities.
●The
U.S. federal income tax consequences of an investment in the
securities are uncertain.
Risks Relating to
the Underlying
Shares
●Adjustments
to the underlying shares or to the index tracked by the underlying
shares could adversely affect the value of the
securities.
●The
antidilution adjustments the calculation agent is required to make
do not cover every event that could affect the underlying
shares.
●The
performance and market price of the SPDR®
S&P 500®
ETF Trust, particularly during periods of
market volatility, may not correlate with the performance of the
share underlying index, the performance of the component securities
of the share underlying index or the net asset value per share of
the SPDR®
S&P 500®
ETF Trust.
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.