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
indices, including historical performance information, see the
accompanying preliminary pricing supplement.
The risks set forth below are discussed in
more detail in the “Risk Factors” section in the accompanying
preliminary pricing supplement. Please review those risk factors
carefully prior to making an investment decision.
Risks Relating to an
Investment in the Securities
securities do not guarantee the return of any
securities do not provide for regular interest
securities have early redemption risk.
contingent quarterly coupon, if any, is based only on the value of
each underlying index on the related quarterly observation
will not participate in any appreciation in any underlying
market price will be influenced by many unpredictable
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
estimated value of the securities is approximately $973.80 per
security, or within $35.00 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.
a finance subsidiary, MSFL has no independent operations and will
have no independent assets.
equivalent to investing in the underlying
securities will not be listed on any securities exchange and
secondary trading may be limited. Accordingly, you should be
willing to hold your securities for the entire 2-year term of 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
and trading activity by our affiliates could potentially affect the
value of the securities.
calculation agent, which is a subsidiary of Morgan Stanley and an
affiliate of MSFL, will make determinations with respect to the
U.S. federal income tax consequences of an investment in the
securities are uncertain.
Risks Relating to the
are exposed to the price risk of each underlying index, with
respect to both the contingent quarterly coupons, if any, and the
payment at maturity, if any.
the securities are linked to the performance of the worst
performing underlying index, you are exposed to greater risks of no
contingent quarterly coupons and sustaining a significant loss on
your investment than if the securities were linked to just one
securities are linked to the Russell 2000®
Index and are subject to risks associated
with small-capitalization companies.
Adjustments to the underlying indices
could adversely affect the value of the
You should review carefully the discussion
in the accompanying preliminary pricing supplement 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