Obligation Morgan Stanley Nederland 0% ( GB00BZVQYD29 ) en GBP

Morgan Stanley Nederland

100 % ▼

Pays-Bas

GB00BZVQYD29 ( en GBP )

08/04/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley B.V GB00BZVQYD29 en GBP 0%, échue

1 GBP

520 000 GBP

Morgan Stanley B.V. est une filiale néerlandaise de Morgan Stanley, offrant des services financiers tels que la gestion de placements, le courtage et les services bancaires d'investissement aux clients institutionnels et aux particuliers.

L'obligation GB00BZVQYD29 émise par Morgan Stanley B.V. aux Pays-Bas, d'un montant total de 520 000 GBP, avec un taux d'intérêt de 0%, libellée en GBP, ayant une taille minimale d'achat de 1 unité et échéant le 08/04/2024, a été intégralement remboursée à son prix de marché de 100% à sa maturité.

BASE PROSPECTUS FOR NOTES AND CERTIFICATES DATED 15 JULY 2022

as issuer and guarantor
(incorporated under the laws of the State of Delaware in the United States of America)
MORGAN STANLEY & CO. INTERNATIONAL PLC
as issuer
(incorporated with limited liability in England and Wales)
MORGAN STANLEY B.V.
as issuer
(incorporated with limited liability in The Netherlands)
MORGAN STANLEY FINANCE LLC
as issuer
(formed under the laws of the State of Delaware in the United States of America)
REGULATION S PROGRAM FOR THE ISSUANCE OF NOTES AND CERTIFICATES,
SERIES A AND SERIES B, AND WARRANTS
This Base Prospectus
This document is a base prospectus ("Base Prospectus") prepared for purposes of Article 8 of Regulation
(EU) 2017/1129, as amended (the "Prospectus Regulation") for the purpose of the offering of Securities
(as described below) other than Exempt Securities (as described below) from time to time. It should be
read together with (i) any supplements to it from time to time (available on the website of the
Luxembourg Stock Exchange (www.bourse.lu)), (ii) the information incorporated by reference into it
(see "Incorporation by Reference" below) and (iii) in relation to a Tranche of Securities, the Issue Terms
(described below) relating to that Tranche of Securities. This Base Prospectus shall supersede and replace
entirely the Base Prospectus dated 16 July 2021. References in this Base Prospectus to "Exempt
Securities" are to Securities which are: (i) neither admitted to trading on a regulated market in the
European Economic Area or the United Kingdom nor offered to the public in the European Economic
Area or the United Kingdom or (ii) Securities for which no prospectus is required to be published under
the Prospectus Regulation or the Prospectus Regulation as it forms part of "retained EU law", as defined
in the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation").
The information on any websites referred to herein does not form part of this Base Prospectus unless that
information is incorporated by reference into the Base Prospectus and has not been scrutinised or
approved by the competent authority.
The Program
Morgan Stanley ("Morgan Stanley"), Morgan Stanley & Co. International plc ("MSI plc"), Morgan
Stanley B.V. ("MSBV") and Morgan Stanley Finance LLC ("MSFL") established the Regulation S
Program for the Issuance of Notes and Certificates, Series A and B, and Warrants (the "Program").
Under the Program, Morgan Stanley, MSI plc, MSBV and MSFL may offer from time to time Series A
Securities and Series B Securities (together, the "Securities issued under the Program") and Warrants
(the "Warrants", and together with the Securities issued under the Program, the "Program Securities").
Only certain of the Securities issued under the Program are described in this Base Prospectus, being those
(i) issued pursuant to the Issue and Paying Agency Agreement (as defined under "General Description
of the Securities" below), (ii) issued in dematerialised and uncertificated book-entry form with a Nordic
central securities depositary (as described under "General Description of the Securities" below) pursuant
to the SEB Issuing and Paying Agent Agreement (as defined under "General Description of the
Securities" below) or (iii) issued pursuant to the Euroclear Agreement (as defined under "General
Description of the Securities" below) (hereafter referred to collectively as the "Securities"). For the

i

avoidance of doubt, this Base Prospectus does not relate to or describe any Program Securities other than
Notes and Certificates.
The Securities
Under this Base Prospectus, securities in the form of notes ("Notes") and certificates ("Certificates")
may be offered.
Any amounts of principal and/or interest payable under the Securities may be calculated by reference to
an index. Relevant disclosure on the index and the administrator is set out in the applicable Issue Terms.
Conditions of the Securities
The terms and conditions applicable to a Tranche of Securities (the "Conditions") are the General Terms
and Conditions (set out in the section entitled "Part 1: General Terms and Conditions" below), the
applicable provisions of the Additional Terms and Conditions (set out in the section entitled "Part 2:
Additional Terms and Conditions" below) and, if "Supplementary Provisions for Belgian Securities" is
specified as applicable in the applicable Issue Terms (described below), the applicable provisions of the
Belgian Supplemental Conditions (set out in the section entitled "Part 3: Supplementary Provisions for
Belgian Securities" below) as completed by the applicable Issue Terms (described below). Alternatively,
a Tranche of Securities may be issued on the terms set forth in a separate prospectus specific to such
Tranche (a "Drawdown Prospectus").
Final Terms, Pricing Supplements and Drawdown Prospectuses
A "final terms" document (the "Final Terms") may be prepared in respect of each Tranche of Securities
other than Exempt Securities. The Final Terms will complete the General Terms and Conditions, specify
the Additional Terms and Conditions, if any, applicable in relation to such Securities and specify whether
the Belgian Supplemental Conditions are applicable in relation to such Securities. A "pricing
supplement" document (the "Pricing Supplement") may be prepared in respect of each Tranche of
Exempt Securities. The Pricing Supplement will complete the General Terms and Conditions, specify
the Additional Terms and Conditions, if any, applicable in relation to such Securities and specify whether
the Belgian Supplemental Conditions are applicable in relation to such Securities. Alternatively, a
Drawdown Prospectus may be prepared in respect of each Tranche of Securities (including Exempt
Securities). The Drawdown Prospectus will amend and/or replace the Conditions in relation to the
relevant Series in the manner as set forth in the Drawdown Prospectus and will also set out or incorporate
by reference the necessary information relating to the Issuer and if applicable, the Guarantor. The Final
Terms, the Pricing Supplement and the Drawdown Prospectus therefore contain vital information in
regard to the Securities. The Final Terms, the Pricing Supplement and the Drawdown Prospectus will be
available on the website of the Luxembourg Stock Exchange (www.bourse.lu). References in this Base
Prospectus to "Issue Terms" are to (i) where the Securities are not Exempt Securities, the applicable
Final Terms or (ii) where the Securities are Exempt Securities, the applicable Pricing Supplement.
The Issuers
The issuers (each an "Issuer") of Securities under this Base Prospectus from time to time may be any of
Morgan Stanley, MSI plc, MSBV and MSFL. Information on each Issuer is included in this Base
Prospectus, including information incorporated by reference.
The Guarantor of MSBV Securities and MSFL Securities
Unless otherwise stated in the applicable Issue Terms, the payment of all amounts due in respect of
Securities issued by MSBV ("MSBV Securities") are unconditionally and irrevocably guaranteed by
Morgan Stanley (the "Guarantor"). The payment of all amounts due in respect of Securities issued by
MSFL ("MSFL Securities") are unconditionally and irrevocably guaranteed by the Guarantor. However,
the payment of amounts due in respect of Securities issued by MSI plc are not guaranteed by Morgan
Stanley. In any event, all payments under the Securities are subject to the credit risk of the Issuer and (if
applicable) the Guarantor. Information on the Guarantor is included in this Base Prospectus, including
information incorporated by reference.
Status of the Securities
The Securities are unsecured and unsubordinated general obligations of the Issuer and not of any affiliate
of the Issuer. The Securities are not deposits or savings accounts and are not insured by the United States
of America ("U.S.") Federal Deposit Insurance Corporation, the UK Financial Services Compensation

ii

Scheme or any other governmental agency or instrumentality or deposit protection scheme anywhere,
nor are they obligations of, or guaranteed by, a bank.
Relevant Underlyings
The return on the Securities may depend on the performance of one or more of any of the following types
of underlying reference assets (referred to as the "Relevant Underlyings" in the terms and conditions):
interest rates, swap rates, shares, equity indices, exchange traded funds, commodities or commodity
indices, inflation indices, other indices, currencies, funds, one or more preference shares issued by an
entity which is not Morgan Stanley, MSI plc, MSBV or MSFL or any legal entity belonging to the same
group as Morgan Stanley, MSI plc, MSBV or MSFL and futures contracts. The Relevant Underlying(s)
(if any) in relation to any Securities will be set out in the Issue Terms or Drawdown Prospectus applicable
to such Securities.
Securityholders will have no beneficial interest in any Relevant Underlyings.
Benchmark Regulation: Article 29(2) statement on benchmarks
Amounts payable under the Securities may be calculated by reference to: (i) the Euro Interbank Offered
Rate ("EURIBOR"), (ii) any CMS Reference Rate (as defined in Condition 2, and determined in
accordance with Condition 6.7, of Part 1 of the "General Terms and Conditions"), (iii) an index within
the MS Dynamic Fund Allocation Index Family (as defined in "The MS Dynamic Fund Allocation Index
Family"), (iv) SOFR (as defined in Condition 6.8), (v) SOFR Index (as defined in Condition 6.8), (vi)
SONIA (as defined in Condition 6.9), (vii) SONIA Index (as defined in Condition 6.9), (viii) STR (as
defined in Condition 6.10, (ix) STR Index (as defined in Condition 6.10, (x) SARON (as defined in
Condition 6.11), (xi) SAION Index (as defined in Condition 6.11), (xii) TONA (as defined in Condition
6.12), (xiii) TONA Index (as defined in Condition 6.12), (xiv) UDI Fixing (as defined in Sub-Section IV
of Section 2 of the Additional Conditions) or (xv) one or more other specific indices or price sources or
a combination of indices or price sources.
EURIBOR is provided by the European Money Markets Institute ("EMMI"). As at the date of this Base
Prospectus, EMMI appears on the register of administrators and benchmarks established and maintained
by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of Regulation (EU)
2016/1011 of the European Parliament and of the Council on indices used as benchmarks in financial
instruments and financial contracts or to measure the performance of investment funds (the "Benchmark
Regulation").
A CMS Reference Rate is a constant maturity swap rate, calculated on a fixed-to-floating basis by
reference to an underlying floating rate that can in itself constitute a "benchmark" for the purposes of the
Benchmark Regulation.
Each index within the MS Dynamic Fund Allocation Index Family is provided by MSI plc. As at the date
of this Base Prospectus, MSI plc does not appear on the register of administrators and benchmarks
established and maintained by ESMA pursuant to Article 36 of the Benchmark Regulation. As far as the
Issuers are aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such that
MSI plc is not currently required to obtain authorisation or registration (or, if located outside the
European Union, recognition, endorsement or equivalence).
SOFR and SOFR Index are provided by the Federal Reserve Bank of New York (the "New York Federal
Reserve"). As at the date of this Base Prospectus, the New York Federal Reserve does not appear on the
register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36
of the Benchmark Regulation.
SONIA and SONIA Index are provided by the Bank of England. As at the date of this Base Prospectus,
the Bank of England does not appear on the register of administrators and benchmarks established and
maintained by ESMA pursuant to Article 36 of the Benchmark Regulation.
STR and STR Index are provided by the European Central Bank. As at the date of this Base Prospectus,
the European Central Bank does not appear on the register of administrators and benchmarks established
and maintained by ESMA pursuant to Article 36 of the Benchmark Regulation.
TONA is provided by the Bank of Japan. As at the date of this Base Prospectus, the Bank of Japan does
not appear on the register of administrators and benchmarks established and maintained by ESMA
pursuant to Article 36 of the Benchmark Regulation.

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As far as the Issuers are aware the New York Federal Reserve as administrator of SOFR and SOFR Index,
the Bank of England as administrator of SONIA and SONIA Index, the European Central Bank as
administrator of STR and STR Index and the Bank of Japan as administrator of TONA are not required
to be registered by virtue of Article 2 of the Benchmark Regulation.
SARON and SAION Index are provided by SIX Index AG and are endorsed for use in the European
Union by SIX Financial Information Nordic AB. As at the date of this Base Prospectus, SIX Financial
Information Nordic AB appears on the register of administrators and benchmarks established and
maintained by ESMA pursuant to Article 36 of the Benchmark Regulation.
TONA Index is provided by QUICK Corp. As at the date of this Base Prospectus, QUICK Corp. does
not appear on the register of administrators and benchmarks established and maintained by ESMA
pursuant to Article 36 of the Benchmark Regulation. As far as the Issuers are aware, the transitional
provisions in Article 51 of the Benchmark Regulation apply, such that QUICK Corp. is not currently
required to obtain authorisation or registration (or, if located outside the European Union, recognition,
endorsement or equivalence).
UDI Fixing is provided by the Central Bank of the United Mexican States ("Banco de México"). As at
the date of this Base Prospectus, the Banco de México does not appear on the register of administrators
and benchmarks established and maintained by ESMA pursuant to Article 36 of the Benchmark
Regulation. As far as the Issuers are aware, the transitional provisions in Article 51 of the Benchmark
Regulation apply, such that Banco de México is not currently required to obtain authorisation or
registration (or, if located outside the European Union, recognition, endorsement or equivalence).
Similarly, any other index or price source by reference to which amounts payable under the Securities
are calculated may also constitute a "benchmark" for the purposes of the Benchmark Regulation.
In cases where amounts payable under the Securities are calculated by reference to a CMS Reference
Rate or one or more other indices or price sources that is not one of EURIBOR, SOFR, SOFR Index,
SONIA, SONIA Index, STR, STR Index, SARON, SAION Index, TONA, TONA Index, an MS
Dynamic Fund Allocation Index Family index or UDI Fixing, the relevant Issue Terms will specify:
·
the name of each index or price source so referenced (including, in the case of a CMS
Reference Rate, the base rate);
·
the legal name of the administrator of each such index or price source; and
·
whether or not the legal name of the administrator of each such index or price source
appears on the register of administrators and benchmarks established and maintained
by ESMA pursuant to Article 36 of the Benchmark Regulation at the date of the
relevant Issue Terms.
Not every index or price source will fall within the scope of the Benchmark Regulation. Furthermore,
where an index or price source does fall within the scope of the Benchmark Regulation, the transitional
provisions in Article 51 or the provision of Article 2 of the Benchmark Regulation may apply, such that
the administrator of such index or price source is not at the date of the relevant Issue Terms required to
obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or
equivalence).
The registration status of any administrator under the Benchmark Regulation is a matter of public record
and, save where required by applicable law, the relevant Issuer does not intend to update the relevant
Issue Terms to reflect any change in the registration status of the administrator.
Risk Factors
Securities offered from time to time under this Base Prospectus may not provide for scheduled
repayment in full at maturity of the amount paid for them, and you could therefore lose some and
up to all of your investment, depending on the performance of the Relevant Underlying(s). Also, in
any event, payments under the Securities are subject to the credit risk of the Issuer (and, if applicable,
the Guarantor). Investing in the Securities involves risks. Before purchasing the Securities, you should
carefully consider, in particular, "Risk Factors Relating to the Securities" below.

iv

IMPORTANT NOTICES
Risk Warning
The Securities may not be a suitable investment for all investors
An investment in the Securities entails certain risks, which vary depending on the specification and type
or structure of the Securities.
Each potential investor should determine whether an investment in the Securities is appropriate in such
potential investor's particular circumstances. An investment in the Securities requires a thorough
understanding of the nature of the relevant transaction. Potential investors should be experienced with
respect to an investment in the Securities and be aware of the related risks.
An investment in the Securities is only suitable for potential investors who:
·
have the requisite knowledge and experience in financial and business matters to
evaluate the merits and risks of an investment in the Securities and the information
contained in, or incorporated by reference into, this document;
·
have access to, and knowledge of, appropriate analytical tools to evaluate such merits
and risks in the context of the potential investor's particular financial situation and to
evaluate the impact the Securities will have on their overall investment portfolio;
·
understand thoroughly the terms of the Securities and are familiar with the behaviour
of the Relevant Underlying and financial markets;
·
are capable of bearing the economic risk of an investment in the Securities until the
maturity date of the Securities;
·
recognise that it may not be possible to dispose of the Securities for a substantial period
of time, if at all before the maturity date; and
·
are familiar with the behaviour of the Relevant Underlying and relevant financial
markets and be able to evaluate (either alone or with the help of a financial and legal
adviser) possible scenarios for economic, interest rate and other factors that may affect
the potential investor's investment and its ability to bear the applicable risks.
The Securities are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition
of risk to their overall portfolios. A potential investor should not invest in any Securities unless such
potential investor has the expertise (either alone or with a financial and legal adviser) to evaluate how
the Securities will perform under changing conditions, the resulting effects on the value of the Securities
and the impact this investment will have on the potential investor's overall investment portfolio. Each
Issuer, The Guarantor and MSI plc as Distribution Agent, disclaims any responsibility to advise
prospective investors of any matters arising under the law of the country in which they reside that may
affect the purchase of, or holding of, or the receipt of payments or deliveries on, the Securities.
Approvals of the Base Prospectus
This Base Prospectus has been approved by:
(i)
the Luxembourg Commission de Surveillance du Secteur Financier ("CSSF") in its capacity as
the competent authority under the Luxembourg law of 16 July 2019 relating to prospectuses for
securities (the "Luxembourg Law on Prospectuses") for this document's approval as a base
prospectus for the purposes of Article 3 of Regulation (EU) 2017/1129, as amended (the
"Prospectus Regulation") for the purpose of giving necessary information with regard to the
issue of Securities under the Program issued by Morgan Stanley, MSI plc, MSBV and MSFL,
as applicable, within 12 months following the date of this document. The CSSF only approves
this Base Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Such approval should not be considered as
an endorsement of any of the Issuers or the quality of the Securities that are the subject of this
Base Prospectus and investors should make their own assessment as to the suitability of

v

investing in the Securities. Pursuant to Article 6(4) of the Luxembourg Law on Prospectuses for
securities, by approving this Base Prospectus, the CSSF gives no undertaking as to, and assumes
no responsibility for, the economic and financial characteristics of the Securities or the quality
and solvency of any Issuer or the Guarantor; and
(ii)
the Luxembourg Stock Exchange pursuant to the appendices to the Rules and Regulations of
the Luxembourg Stock Exchange, to be admitted to trading on the Luxembourg Stock
Exchange's Euro MTF market and to the official list (the "Official List") of the Luxembourg
Stock Exchange. The Luxembourg Stock Exchange's Euro MTF market is not a regulated
market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council
on markets in financial instruments (as amended, "MiFID II") or Article 2(1)(13A) of
Regulation (EU) 600/2014 as it forms part of "retained EU law" as defined in the the EUWA.
Pursuant to Article 10(2) of Part 2 of the Rules and Regulations of the Luxembourg Stock
Exchange, every significant new factor relating to the information contained in this Base
Prospectus, which is capable of affecting the assessment of the Securities and arises after the
date hereof, shall be covered by a supplement to this Base Prospectus. This Base Prospectus
constitutes a Base Prospectus for the purpose of the Luxembourg Law on Prospectuses.
The CSSF has neither approved nor reviewed information contained in this Base Prospectus in
connection with Exempt Securities.
Application has been made for the Securities which are "Series A" Securities (including, for the
avoidance of doubt, "Series A" Securities that are Exempt Securities) to be admitted to listing on the
Official List and, in the case of "Series A" Securities that are not Exempt Securities, trading on the
regulated market ("Luxembourg Regulated Market") of the Luxembourg Stock Exchange, which is a
regulated market for the purposes of MiFID II, or, in the case of "Series A" Securities that are Exempt
Securities, the Euro MTF Market of the Luxembourg Stock Exchange, which is not a regulated market
for the purposes of MiFID II, as specified in the applicable Issue Terms.
Application may also be made for the Securities which are "Series A" Securities to be admitted to listing
and/or trading by such other listing authority, stock exchange or quotation system as may be specified in
the applicable Issue Terms. Securities may also be issued which are not admitted to listing, trading and/or
quotation by any listing authority, stock exchange and/or quotation system. The Securities which are
"Series B" Securities will not be admitted to listing, trading and/or quotation by any listing authority,
stock exchange and/or quotation system.
This Base Prospectus will be valid for offers to the public or admissions to trading on a regulated market
by or with the consent of the Issuer for 12 months from its date and will expire on 15 July 2023. The
obligation to supplement it in the event of significant new factors, material mistakes or material
inaccuracies will not apply after the earlier of the date 12 months from the date of this Base Prospectus
and the closing of the offer period for the Securities or the Securities being admitted to trading on a
regulated market, whichever occurs later.
This Base Prospectus may be (i) registered in Switzerland with the reviewing body (Prüfstelle) SIX
Exchange Regulation AG or another reviewing body approved by the Swiss Financial Market
Supervisory Authority FINMA as a foreign prospectus that is also deemed to be approved in Switzerland
pursuant to Article 54(2) of the Swiss Federal Act on Financial Services ("FinSA") for inclusion on the
list of approved prospectus pursuant to Article 64(5) FinSA, (ii) deposited with this reviewing body and
(iii) published pursuant to Article 64 FinSA.
Secured Overnight Financing Rate
As further described under "Risk Factors Relating to the Securities" below, the interest rate on the
Securities may be determined by reference to SOFR (as defined in the Terms and Conditions of the
Securities).
SOFR is published by the New York Federal Reserve and is intended to be a broad measure of the cost
of borrowing cash overnight collateralized by U.S. Treasury securities. The New York Federal Reserve
reports that SOFR includes all trades in the Broad General Collateral Rate and bilateral Treasury
repurchase agreement (repo) transactions cleared through the delivery-versus-payment service offered
by the Fixed Income Clearing Corporation (the "FICC"), a subsidiary of the Depository Trust and
Clearing Corporation ("DTCC"), and SOFR is filtered by the New York Federal Reserve to remove
some (but not all) of the foregoing transactions considered to be "specials". According to the New York

vi

Federal Reserve, "specials" are repos for specific-issue collateral, which take place at cash-lending rates
below those for general collateral repos because cash providers are willing to accept a lesser return on
their cash in order to obtain a particular security.
The New York Federal Reserve reports that SOFR is calculated as a volume-weighted median of
transaction-level tri-party repo data collected from The Bank of New York Mellon as well as General
Collateral Finance Repo transaction data and data on bilateral Treasury repo transactions cleared through
the FICC's delivery-versus-payment service. The New York Federal Reserve also notes that it obtains
information from DTCC Solutions LLC, an affiliate of DTCC.
If data for a given market segment were unavailable for any day, then the most recently available data
for that segment would be utilized, with the rates on each transaction from that day adjusted to account
for any change in the level of market rates in that segment over the intervening period. SOFR would be
calculated from this adjusted prior day's data for segments where current data were unavailable, and
unadjusted data for any segments where data were available. To determine the change in the level of
market rates over the intervening period for the missing market segment, the New York Federal Reserve
would use information collected through a daily survey conducted by its Trading Desk of primary dealers'
repo borrowing activity. Such daily survey would include information reported by Morgan Stanley &
Co. LLC, a wholly owned subsidiary of Morgan Stanley, as a primary dealer.
The New York Federal Reserve notes on its publication page for SOFR that use of SOFR is subject to
important limitations, indemnification obligations and disclaimers, including that the New York Federal
Reserve may alter the methods of calculation, publication schedule, rate revision practices or availability
of SOFR at any time without notice.
Each U.S. government securities business day, the New York Federal Reserve publishes SOFR on its
website at approximately 8:00 a.m., New York City time. If errors are discovered in the transaction data
provided by The Bank of New York Mellon or DTCC Solutions LLC, or in the calculation process,
subsequent to the initial publication of SOFR but on that same day, SOFR and the accompanying
summary statistics may be republished at approximately 2:30 p.m., New York City time. Additionally,
if transaction data from The Bank of New York Mellon or DTCC Solutions LLC had previously not been
available in time for publication, but became available later in the day, the affected rate or rates may be
republished at around this time. Rate revisions will only be effected on the same day as initial publication
and will only be republished if the change in the rate exceeds one basis point. Any time a rate is revised,
a footnote to the New York Federal Reserve's publication would indicate the revision. This revision
threshold will be reviewed periodically by the New York Federal Reserve and may be changed based on
market conditions.
Because SOFR is published by the New York Federal Reserve based on data received from other sources,
the Issuer has no control over its determination, calculation or publication. See "Risk Factors Relating
to the Securities" below
The information contained in this section "Secured Overnight Financing Rate" is based upon the New
York Federal Reserve's Website and other U.S. government sources.
Investing in the Securities involves risks. See the section entitled "Risk Factors Relating to the
Securities" below.
Important U.S. securities and tax law considerations
THE SECURITIES, ANY INTEREST THEREIN AND ANY GUARANTEE IN RESPECT
THEREOF, AND THE SECURITIES TO BE DELIVERED ON EXERCISE OR REDEMPTION
OF THE SECURITIES (IF ANY), HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, ARE SUBJECT TO U.S. TAX LAW
REQUIREMENTS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED,
DELIVERED OR OTHERWISE TRANSFERRED, EXERCISED OR REDEEMED AT ANY
TIME, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES (WHICH TERM
INCLUDES THE TERRITORIES, THE POSSESSIONS AND ALL OTHER AREAS SUBJECT

vii

TO THE JURISDICTION OF THE UNITED STATES) OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT). SEE "SUBSCRIPTION AND SALE" AND "NO OWNERSHIP BY U.S. PERSONS".
For payments in respect of a Security issued by Morgan Stanley or MSFL, in order to avoid U.S.
withholding taxes, the beneficial owner of the Security that is not a United States person (or a
financial institution holding the Security on behalf of the beneficial owner that is not a United
States person) is required under current law to comply with certain tax identification and
certification requirements, generally by furnishing the appropriate U.S. Internal Revenue Service
Form W-8BEN or W-8BEN-E on which the beneficial owner certifies under penalty of perjury
that it is not a United States person. Certain tax identification and certification requirements apply
as well to holders of Securities of all Issuers with respect to "FATCA" as more fully described
under "United States Federal Taxation".
Each investor must comply with all applicable laws and regulations in each country or jurisdiction
in or from which the investor purchases, offers, sells or delivers the Securities or has in the
investor's possession or distributes this Base Prospectus or any accompanying Issue Terms or any
Drawdown Prospectus.
No deposits and no deposit protection insurance
THE SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT
INSURED BY THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION, THE UK
FINANCIAL SERVICES COMPENSATION SCHEME, OR ANY OTHER GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR DEPOSIT PROTECTION SCHEME ANYWHERE,
NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK.
No participation in a collective investments scheme
The Securities do not constitute a participation in a collective investment scheme within the
meaning of the Swiss Federal Act on Collective Investment Schemes ("CISA"). The Securities are
neither subject to the authorisation nor to the supervision by the Swiss Financial Market Supervisory
Authority FINMA ("FINMA") and investors do not benefit from the specific investor protection
provided under the CISA. Investors should be aware that they are exposed to the credit risk of the relevant
Issuer and, if applicable, of the Guarantor.
MIFID II product governance/target market
The Issue Terms in respect of any Securities may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Securities and which
channels for distribution of the Securities are appropriate. Any person subsequently offering, selling or
recommending the Securities (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Securities (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any dealer subscribing for any Securities is a manufacturer in respect of such Securities, but
otherwise neither dealer(s) nor any of its respective affiliates will be a manufacturer for the purpose of
the MIFID Product Governance Rules.
UK MIFIR product governance/target market
The Issue Terms in respect of any Securities may include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Securities and which
channels for distribution of the Securities are appropriate. Any person subsequently offering, selling or
recommending the Securities (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking
its own target market assessment in respect of the Securities (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.

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A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any dealer subscribing for any Securities is a manufacturer in respect of such
Securities, but otherwise neither dealer(s) nor any of its respective affiliates will be a manufacturer for
the purpose of the UK MiFIR Product Governance Rules.
Important EEA Retail Investors
PRIIPs/IMPORTANT EEA RETAIL INVESTORS If the Issue Terms in respect of any Securities
includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Securities are not intended
to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of:
(A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, (as amended, "MiFID
II");
(B) a customer within the meaning of Directive (EU) 2016/97 where that customer would not qualify as
a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(C) not a qualified investor as defined in the Prospectus Regulation.
Consequently, if the Issue Terms in respect of any Securities include a legend entitled "Prohibition of
Sales to EEA Retail Investors", no key information document required by Regulation (EU) No 1286/2014
(as amended, the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them
available to retail investors in the EEA has been or will be prepared and therefore offering or selling the
Securities or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
Important UK Retail Investors
UK PRIIPs/IMPORTANT UK RETAIL INVESTORS If the Issue Terms in respect of any
Securities includes a legend entitled "Prohibition of Sales to UK Retail Investors", the Securities are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor
means a person who is one (or more) of:
(A) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
"retained EU law", as defined in the EUWA; or
(B) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000
("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of "retained EU law", as defined in the EUWA; or
(C) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of
"retained EU law", as defined in the EUWA.
Consequently, if the Issue Terms in respect of any Securities include a legend entitled "Prohibition of
Sales to UK Retail Investors", no key information document required by Regulation (EU) No 1286/2014
as it forms part of "retained EU law", as defined in the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Securities or otherwise making them available to retail investors in the UK has
been or will be prepared and therefore offering or selling the Securities or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
No or limited secondary market
Potential investors should be willing to hold the Securities until maturity. The nature and extent
of any secondary market in the Securities cannot be predicted and there may be little or no
secondary market in the Securities. If MSI plc or other affiliate of the Issuer does make a market
for the Securities, it may cease to do so at any time.

ix

Currency definitions
All references in this Base Prospectus to "Sterling" and "£" are to the lawful currency of the
United Kingdom, all references to "U.S. Dollars", "U.S.$ " and "$" are to the lawful currency of
the United States of America, all references to "Japanese Yen" and "¥" are to the lawful currency
of Japan, all references to "Australian Dollars" and "AUD" are to the lawful currency of the
Commonwealth of Australia, all references to "New Zealand Dollars" and "NZD" are to the lawful
currency of New Zealand, all references to "Renminbi" or "CNY" are to the lawful currency of
the People's Republic of China (which, for the purpose of this Base Prospectus, shall exclude the
Hong Kong Special Administrative Region of the People's Republic of China, the Macau Special
Administrative Region of the People's Republic of China and Taiwan) and all references to "euro",
"" and "EUR" are to the lawful single currency of the member states of the European Union
(each a "Member State") who have adopted and continue to retain a common single currency
through monetary union in accordance with European Union treaty law (as amended from time to
time).
Language
The language of this Base Prospectus is English. Certain legislative references and technical terms
have been cited in their original language in order that the correct technical meaning may be
ascribed to them under applicable law.
U.S. Securities disclosures
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE RELEVANT ISSUER AND, WHERE APPLICABLE, THE
GUARANTOR AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND
RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY
UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE
IN THE UNITED STATES.
Stabilisation legend
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF SECURITIES UNDER THE
PROGRAM, ANY DISTRIBUTION AGENT OR ANY OTHER AGENT SPECIFIED FOR
THAT PURPOSE IN THE APPLICABLE FINAL TERMS AS THE STABILISING MANAGER
(OR ANY PERSON ACTING FOR THE STABILISING MANAGER) MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
ANY OF THE SECURITIES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL FOR A LIMITED PERIOD. HOWEVER, STABILISATION MAY
NOT NECESSARILY OCCUR. ANY STABILISING ACTION MAY BEGIN ON OR AFTER
THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFER OF THE RELEVANT TRANCHE OF SECURITIES IS MADE AND, IF COMMENCED,
MAY CEASE AT ANY TIME, BUT MUST BE BROUGHT TO AN END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF
SECURITIES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
RELEVANT TRANCHE OF SECURITIES. ANY STABILISING ACTION OR
OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING MANAGER (OR ANY
PERSON ACTING FOR THE STABILISING MANAGER) IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND RULES.
Defined Terms
See the "Index of Defined Terms" at the end of this document for a list of defined terms and where they
are defined in this Base Prospectus.

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