Obligation Morgan Stanley Global PLC 5.15% ( GB00BZVR0825 ) en GBP

Morgan Stanley Global PLC

100 % ▲

Royaume-Uni

GB00BZVR0825 ( en GBP )

5.15% par an ( paiement annuel )

12/01/2029

Prospectus brochure de l'obligation Morgan Stanley International PLC GB00BZVR0825 en GBP 5.15%, échéance 12/01/2029

1 GBP

400 000 GBP

12/01/2027 ( Dans 318 jours )

Morgan Stanley International PLC est une filiale britannique de Morgan Stanley, offrant une gamme de services financiers aux clients institutionnels et privés, incluant la banque d'investissement, la gestion d'actifs et les services de courtage.

L'Obligation émise par Morgan Stanley Global PLC ( Royaume-Uni ) , en GBP, avec le code ISIN GB00BZVR0825, paye un coupon de 5.15% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/01/2029

BASE PROSPECTUS FOR NOTES AND CERTIFICATES DATED 12 JULY 2024

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.luxse.com)), (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
14 July 2023. 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 the
laws of the United Kingdom (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
0012034-0005522 UKO2: 2008555303.5
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as the "Securities"). For the 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
underlying reference asset. Relevant disclosure on the underlying reference asset and the administrator (where
applicable) 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. 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 Scheme or any other
0012034-0005522 UKO2: 2008555303.5
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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) the MS 12%
Risk Control ER Index linked to Nordic Multi-Asset Fund, (v) the MS Nordic Equity Fund 13% Index, (vi) the
MS 13% Risk Control ER Index linked to Nordic Diversified Equities Fund, (vii) the MS 14% Risk Control ER
Index linked to Diversified Basket of Equity Funds, (viii) the MS 16% Risk Control ER Index linked to
Emerging Markets Equity Fund, (ix) the MS Global Equity Fund 16% Risk Control ER Index, (x) the MS
Nordic Real Estate Fund 16% Risk Control ER Index, (xi) the MS 18% Risk Control ER Index linked to Real
Estate Equity Fund, (xii) the MS 18% Risk Control ER Index linked to Indian Equities Fund, (xiii) the MS 20%
Risk Control ER Index linked to Diversified Small Cap Equity Funds, (xiv) the MS 20% Risk Control ER Index
linked to Technology Fund, (xv), (xvi) the MS 20% Risk Control ER Index linked to Global Small Cap Equity
Fund, (xvii) SOFR (as defined in Condition 6.8), (xviii) SOFR Index (as defined in Condition 6.8), (xvix)
SONIA (as defined in Condition 6.9), (xx) SONIA Index (as defined in Condition 6.9), (xxi) STR (as defined
in Condition 6.10, (xxii) STR Index (as defined in Condition 6.10, (xxiii) SARON (as defined in Condition
6.11), (xxiv) SAION Index (as defined in Condition 6.11), (xxv) TONA (as defined in Condition 6.12), (xxvi)
TONA Index (as defined in Condition 6.12), (xxvii) UDI Fixing (as defined in Sub-Section IV of Section 2 of
the Additional Conditions) or (xxviii) 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 (i) index within the MS Dynamic Fund Allocation Index Family, (ii) the MS 12% Risk Control ER Index
linked to Nordic Multi-Asset Fund, (iii) the MS Nordic Equity Fund 13% Index, (iv) the MS 13% Risk Control
ER Index linked to Nordic Diversified Equities Fund, (v) the MS 14% Risk Control ER Index linked to
Diversified Basket of Equity Funds, (vi) the MS 16% Risk Control ER Index linked to Emerging Markets
Equity Fund, (vii) the MS Global Equity Fund 16% Risk Control ER Index, (viii) the MS Nordic Real Estate
Fund 16% Risk Control ER Index, (ix) the MS 18% Risk Control ER Index linked to Real Estate Equity Fund,
(x) the MS 18% Risk Control ER Index linked to Indian Equities Fund, (xi) the MS 20% Risk Control ER Index
linked to Diversified Small Cap Equity Funds, (xii) the MS 20% Risk Control ER Index linked to Technology
Fund, (xiii) the MS 20% Risk Control ER Index linked to Global Small Cap Equity Fund , 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).
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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.
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 Al ocation
Index Family index, MS 12% Risk Control ER Index linked to Nordic Multi-Asset Fund, MS Nordic Equity
Fund 13% Index, MS 13% Risk Control ER Index linked to Nordic Diversified Equities Fund, MS 14% Risk
Control ER Index linked to Diversified Basket of Equity Funds, MS 16% Risk Control ER Index linked to
Emerging Markets Equity Fund, MS Global Equity Fund 16% Risk Control ER Index, MS Nordic Real Estate
Fund 16% Risk Control ER Index, MS 18% Risk Control ER Index linked to Real Estate Equity Fund, MS 18%
Risk Control ER Index linked to Indian Equities Fund, MS 20% Risk Control ER Index linked to Diversified
Small Cap Equity Funds, MS 20% Risk Control ER Index linked to Technology Fund, MS 20% Risk Control
ER Index linked to Global Small Cap Equity Fund 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
0012034-0005522 UKO2: 2008555303.5
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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" below.

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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
0012034-0005522 UKO2: 2008555303.5
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Securities that are the subject of this Base Prospectus and investors should make their own assessment
as to the suitability of 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 and/or to
be displayed on the Luxembourg Stock Exchange Securities Official List ("LuxSE SOL") (without
admission to trading). 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 the laws of the United Kingdom. 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. This Base Prospectus constitutes a prospectus for the purpose of Part IV of the
Luxembourg law on prospectuses for securities dated 16 July 2019.
The CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with
Exempt Securities or in relation to any offer to the public or admission to trading on any trading venue in
Switzerland and/or United Kingdom.
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, and/or displayed on LuxSE SOL.
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 12 July 2025. 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.
Application may be made for the Certificates which are "Series A" Securities (including, for the avoidance of
doubt, "Series A" Securities that are Exempt Securities) to be admitted to trading on the multilateral trading
facility of EuroTLX, organised and managed by Borsa Italiana S.p.A. in compliance with the EuroTLX Market
Rules (Regolamento del Mercato EuroTLX) as amended from time to time ("Euro TLX"). Euro TLX is not a
regulated market for the purposes of MiFID II.
In the case of Certificates offered in a Non-exempt Offer (as defined below) in Italy and/or admitted to trading
on EuroTLX, where applicable, references to:
0012034-0005522 UKO2: 2008555303.5
vii

"redemption", "redeem" and "redeemed" shall be construed to be to "termination" and "terminate"
and "terminated",

"principal" and "principal amount", respectively, shall be construed to be to "invested amount",

"settlement" and "settle" and "settled" shall be construed to be to, respectively, "termination" and
"terminate" and "terminated",

"interest", "interest payment date", "interest period" and "interest rate" (and related expressions) shall
be construed to be to "premium", "premium payment date", "premium period", "premium rate" and
"premium underlying", and

"maturity date" shall be construed to be to "final termination date",
and all related expressions shall be construed accordingly.
Certificates admitted to trading on EuroTLX shall be transferred in lots at least equal to the Minimum Tradable
Amount, as defined by the listing rules of the market organised and managed by Borsa Italiana S.p.A., or
multiples thereof, as determined by Borsa Italiana S.p.A. and specified in the applicable Issue Terms and held
through and transferred in accordance with the rules of the relevant clearing system.
Secured Overnight Financing Rate
As further described under "Risk Factors" 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 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
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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, none
of the Issuers nor the Guarantor has any control over its determination, calculation or publication. See "Risk
Factors" 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" 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 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 ("IRS") 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, and possible withholding, requirements apply as well
to holders of Securities of all Issuers with respect to "FATCA" or Section 871(m) of the U.S. Internal
Revenue Code of 1986, as amended (the "Code"), 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.
0012034-0005522 UKO2: 2008555303.5
ix

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.
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 the
laws of the United Kingdom; or
0012034-0005522 UKO2: 2008555303.5
x

Document Outline

#6">IMPORTANT NOTICES
- #6">Risk Warning
  - #6">The Securities may not be a suitable investment for all investors
- #6">Approvals of the Base Prospectus
- #8">Secured Overnight Financing Rate
  - #9">Important U.S. securities and tax law considerations
  - #9">No deposits and no deposit protection insurance
  - #9">No participation in a collective investments scheme
  - #10">MIFID II product governance/target market
  - #10">UK MIFIR product governance/target market
  - #10">
  - #10">
  - #11">No or limited secondary market
  - #11">Currency definitions
  - #11">Language
  - #11">U.S. Securities disclosures
  - #11">Stabilisation legend
  - #12">Defined Terms
#16">General Description of the Securities
#25">Risk Factors
#27">1. Risks relating to the financial situation of Morgan Stanley
#28">2. Risks relating to the operation of Morgan Stanley's business activities
#28">3. Legal, regulatory and compliance risk
#28">4. Other risks relating to Morgan Stanley's business activities
#28">5. Risks relating to MSI plc, MSBV and MSFL
#28">6. Risk Factors relating to the Issuers and Guarantor
- #28">6.1 Credit risk
- #28">6.2 Risks in relation to the exercise of potential resolution powers
- #30">6.3 The Issuer or the Guarantor may be substituted without the consent of the holders of Securities
- #30">6.4 As a finance subsidiary, MSFL has no independent operations and is expected to have no independent assets
- #31">6.5 Conflicts of interest
#31">7. Risk Factors relating to some or all of the Securities
- #31">7.1 Investors risk losing all of their investment in the Securities
- #31">7.2 The Securities are not ordinary debt securities
- #31">7.3 The Securities may be redeemed prior to maturity
- #32">7.4 The value of the Securities may be influenced by unpredictable factors
  - #32">(1) Valuation of the Relevant Underlying. The market price or value of a Security at any time is expected to be affected primarily by changes in the level of the Relevant Underlying to which the Securities are linked. It is impossible to predict how...
  - #32">(2) Volatility. The term "volatility" refers to the actual and anticipated frequency and magnitude of changes of the market price with respect to a Relevant Underlying. Volatility is affected by a number of factors such as macroeconomic factors (i.e...
  - #32">(3) Dividend Rates and other Distributions. The value of certain Equity-Linked Securities, Fund-Linked Securities and Futures Contract-Linked Securities could, in certain circumstances, be affected by fluctuations in the actual or anticipated rates o...
  - #32">(4) Interest Rates. Investments in the Securities may involve interest rate risk. The interest rate level may fluctuate on a daily basis and cause the value of the Securities to change on a daily basis. The interest rate risk is a result of the unc...
  - #33">(5) Remaining Term. Generally, the effect of pricing factors over the term of the Securities will decrease as the maturity date approaches. However, this reduction in the effect of pricing factors will not necessarily develop consistently up until t...
  - #33">(6) Creditworthiness. Any prospective investor who purchases the Securities is relying upon the creditworthiness of the Issuer and/or the Guarantor, if applicable, and has no rights against any other person. If the Issuer and/or the Guarantor, if ap...
  - #33">(7) Exchange Rates. Even where payments in respect of the Securities are not expressly linked to a rate or rates of exchange between currencies, the value of the Securities could, in certain circumstances, be affected by such factors as fluctuations ...
- #33">7.5 Notes where denominations involve integral multiples
- #34">7.6 Securities issued by MSBV and MSFL will not have the benefit of any cross-default or cross-acceleration with other indebtedness of MSBV, MSFL or Morgan Stanley; A Morgan Stanley covenant default or bankruptcy, insolvency or reorganization event do...
- #34">7.7 Certain considerations regarding the use of the Securities as hedging instruments
- #34">7.8 Effect on the Securities of hedging transactions by the Issuer
- #34">7.9 Certain risks relating to public offers of the Securities
- #35">7.10 Secondary trading of the Securities may be limited
- #36">7.11 Modification and waiver
- #36">7.12 Restricted secondary trading if the electronic trading system is unavailable
- #36">7.13 Payments on certain Securities may be subject to U.S. withholding tax
- #37">7.14 Issuer call option risk
- #38">7.15 Issuer Model-based Redemption risk
- #38">7.16 The Securities may be redeemed prior to maturity (where the Supplementary Provisions for Belgian Securities apply)
- #39">7.17 Securities issued at a substantial discount or premium
- #39">7.18 An Issuer may amend the terms and conditions of the Securities, the Guarantee and the applicable Deed of Covenant without Securityholder consent
- #40">7.19 Settlement risk for Securities that are to be physically settled
- #40">7.20 Eurosystem eligibility for Registered Securities in global form
- #40">7.21 Risks relating to the occurrence of a Regulatory Event
#40">8. Risk Factors relating to currencies, exchange rates and inflation
- #40">8.1 Exchange rates and exchange controls may affect the value or return of the Securities
- #41">8.2 Emerging market currencies
- #41">8.3 Risks related to CNY Securities
  - #42">Investment in CNY Securities is subject to exchange rate risks
  - #42">Payments for the CNY Securities will only be made to investors in the manner specified in the CNY Securities
  - #43">There may be PRC tax consequences with respect to investment in the CNY Securities
- #43">8.4 Exchange rates may affect the value of a judgment
- #43">8.5 Risks relating to inflation
#43">9. Risk Factors relating to the Relevant Underlying
- #43">9.1 Securities linked to one or more securities, indices, commodities, commodity indices, funds, currencies, preference shares (including preference shares of Sienna Finance UK Limited) and/or futures contracts
- #44">9.2 Securities linked to one or more Emerging Market Relevant Underlying(s)
- #44">9.3 Fluctuations in value of a component of the Relevant Underlying
- #44">9.4 Exchange rate risk on the components
- #44">9.5 Market Disruption Event, Disrupted Day, Adjustments and Early Redemption or termination of Securities
- #45">9.6 Securities linked to the performance of funds
- #46">9.7 Risks relating to Index-Linked Securities
  - #46">(a) Factors affecting the performance of Indices may adversely affect the value of the Securities
  - #46">(b) Returns on the Securities do not reflect a direct investment in underlying shares or other assets comprising the Index
  - #46">(c) A change in the composition or discontinuance of an Index could adversely affect the market value of the Securities
  - #46">(d) Exposure to Index Modification, Index Cancellation, Index Disruption, Administrator/Benchmark Event and correction of Index levels
- #47">9.8 Risks relating to "benchmark" rates
  - #47">(a) The regulation and reform of "benchmarks" may adversely affect the value of and return on Securities linked to or referencing such "benchmarks"
  - #48">(b) Reform of EURIBOR and Other Interest Rate Index and Equity, Commodity and Foreign Exchange Rate Index "Benchmarks"
  - #48">(c) Swap Rates may be materially amended or discontinued
  - #49">
    - #49">Fallback arrangements where (i) the Relevant Rates Benchmark is other than SOFR or a CMS Reference Rate and (ii) the provisions of Condition 6.20 (Relevant Rates Benchmark Discontinuance or Prohibition on Use) are applicable
    - #50">Fallback arrangements where the Relevant Rates Benchmark is SOFR: If SOFR is discontinued, any Floating Rate Securities referencing SOFR will bear interest by reference to a different base rate, which could adversely affect the value of the Securities...
    - #51">Fallback arrangements where the Relevant Rates Benchmark is a CMS Reference Rate: If the CMS Reference Rate is discontinued, any Floating Rate Securities referencing that CMS Reference Rate will bear interest by reference to a different base rate, whi...
    - #52">Fallback arrangements - general
  - #53">(e) ISDA Determination and Fallbacks
  - #53">
    - #53">Certain RFRs have limited histories; the future performance of SOFR or SONIA cannot be predicted based on historical performance.
    - #53">The composition and characteristics of an RFR are not the same as those of LIBOR and there is no guarantee that an RFR is a comparable substitute for LIBOR.
    - #54">The secondary trading market for Securities linked to an RFR may be limited.
    - #54">The administrator of the relevant RFR may make changes that could change the value of the benchmark or discontinue the benchmark and has no obligation to consider Securityholders' interests in doing so.
    - #55">The interest rate on the Securities is based on a daily compounded RFR, which is relatively new in the marketplace; different conventions exist for calculating interest on RFR-linked Securities
    - #55">The amount of interest payable with respect to each Interest Period will be determined near the end of the Interest Period.
    - #55">The Issuer, its subsidiaries or affiliates may publish research that could affect the market value of the Securities. They also may hedge the Issuer's obligations under such Securities.
    - #55">Reliance on third parties
    - #55">Market Adoption
    - #56">
  - #56">(g) Additional Risk relating to SOFR-linked Securities
    - #56">Any failure of SOFR to gain market acceptance could adversely affect Securities linked to SOFR.
  - #56">(h) Securities linked to proprietary indices
    - #56">An investor in Securities linked to a proprietary index will have no rights in respect of the proprietary index or any components of such proprietary index
    - #56">A proprietary index may have a limited operating history and may perform in unanticipated ways
  - #57">(i) Securities linked to proprietary indices within the MS Dynamic Fund Allocation Index Family
    - #57">The Index performance is subject to fluctuations
    - #57">The Index is not an investment in the underlying Index Components
    - #57">The Index Sponsor could make adjustments to the calculation methodology of the Index in certain circumstances
    - #57">No active management
    - #57">No fiduciary duties
    - #58">Reliance on Information
    - #58">Simulated calculations
    - #58">Tax Considerations
    - #58">Index specific risk considerations
    - #59">Fees
    - #59">Considerations in respect of funds
  - #60">(j) Securities linked to proprietary indices in relation to the MS 12% Risk Control ER Index linked to Nordic Multi-Asset Fund, the MS Nordic Equity Fund 13% Index, the MS 13% Risk Control ER Index linked to Nordic Diversified Equities Fund, the MS 14...
    - #60">Risk Factors and Investment Considerations
    - #60">Index Specific Risk Considerations
  - #63">General Index Risk Considerations
- #66">9.9 Risks relating to Share-Linked Securities
  - #66">(a) Factors affecting the performance of Shares may adversely affect the value of the Share-Linked Securities
  - #66">(b) Holders have no claim against the Share Issuer(s) or recourse to the Shares
  - #67">(c) Determinations made by the Issuer and the Determination Agent in respect of Potential Adjustment Events, Merger Events, Tender Offers, De-listing, Nationalisations, Insolvencies and Additional Disruption Events may have an adverse effect on the va...
- #67">9.10 Risks relating to Commodity-Linked Securities
- #68">9.11 Brent Commodity Reference Prices
- #68">9.12 Risks relating to Currency-Linked Securities
- #68">9.13 Securities linked to Preference Shares
  - #68">(a) General Risks relating to Securities linked to Preference Shares
  - #68">(b) Exposure to the Preference Share Underlying
  - #69">(c) Credit and Fraud Risk of Preference Share Issuer
  - #69">(d) Determination of Extraordinary Events and Additional Disruption Events
  - #69">(e) No ownership rights
  - #69">(f) Hedging activities of the Issuer and affiliates
- #69">9.14 Risks Relating to Futures Contract-Linked Securities
- #70">9.15 Risks associated with Relevant Underlying comprised of a Basket
  - #70">(a) Exposure to performance of Basket and its components
  - #70">(b) A high correlation of Basket Components may have a significant effect on amounts payable
  - #71">(c) The negative performance of a single Basket Component may outweigh a positive performance of one or more other Basket Components
  - #71">(d) A small Basket, or an unequally weighted Basket, will generally leave the Basket more vulnerable to changes in the value of any particular Relevant Underlying
  - #71">(e) A change in composition of a Basket may have an adverse effect on Basket performance
- #71">9.16 Effect of the liquidity of the Relevant Underlying on Security pricing
- #71">9.17 Historical value of the Relevant Underlying
- #71">9.18 Investors have no shareholder rights
- #72">9.19 Risk associated with estimating the price of the Relevant Underlying if its domestic market is closed while secondary trading in the Securities is open
- #72">9.20 Administrator/Benchmark Events
#73">10. Risk Factors relating to Securities that include certain features
- #73">10.1 Structured Rate Linked Securities
- #73">10.2 Basket Securities - "Best of" Average/"Worst of" Average/"Selection" Average/"Best of-Worst of"
- #73">10.3 Worst-of Basket Performance feature
- #74">10.4 Averaging features
- #74">10.5 Participation feature (Final Redemption Amount)
- #74">10.6 Barrier (including Dual Barrier) feature (Interest and Final Redemption Amount)
- #75">10.7 "Worst Performance" variation of "barrier" feature
- #75">10.8 "Twin Win" variation of the "dual barrier" feature
- #75">10.9 Automatic Early Redemption (Autocall)
- #75">10.10 "Worst Performance" variation of Automatic Early Redemption (Autocall)
- #76">10.11 Reset Initial Reference Value (Autocall)
- #76">10.12 Range Accrual feature
- #76">10.13 Put Performance
- #76">10.14 Multiple features i.e. different combinations of payout features
- #77">10.15 Caps and floors
- #77">10.16 Weighting of Basket Components
- #77">10.17 Highest Performance
- #77">10.18 Top Rank Underlying Performance
- #78">10.19 Memory feature (Interest, Automatic Early Redemption Amount or Final Redemption Amount)
- #78">10.20 Capitalised Redemption feature
- #79">10.21 Specified Rate (interest, Automatic Early Redemption Amount and Final Redemption Amount)
- #79">10.22 Lock in Ladder feature (Final Redemption Amount)
- #79">10.23 Step-Up and Step-Down features
- #79">10.24 Optimised Performance
- #79">10.25 Change of interest basis at the Issuer's option or automatically
- #80">10.26 Exposure to MXN and UDI fixings
- #80">10.27 Particular risks in relation to Dividend Adjusted Performance Feature of the Securities
- #81">10.28 Particular risks in relation to Strategy Level
#82">Disclaimers
#82">1. General Disclaimers
- #82">1.1 Issuer's credit ratings may not reflect all risks
- #82">1.2 Change of law
- #82">1.3 Independent review and advice
- #82">1.4 Selling Agent remuneration
- #82">1.5 Registered Securities in Global Form
- #83">1.6 Legal investment considerations may restrict certain investments
- #83">1.7 Securities denominated or payable in a currency other than investor's home currency
- #83">1.8 Subscription periods
- #83">1.9 Cancellation of the offer
- #83">1.10 Provision of notices
#84">2. Disclaimers linked with the Relevant Underlying
- #84">2.1 No affiliation with underlying companies
- #84">2.2 Provision of information
- #84">2.3 Disclosure
#84">3. Disclaimers for Index-Linked Securities
- #84">3.1 Securities linked to an Index are not sold or promoted by an Index or the sponsor of such Index
- #85">3.2 Suitability of Index-Linked Securities
- #85">3.3 The relevant Issuer, Morgan Stanley or any of Morgan Stanley's affiliates are not liable for the actions or omissions of the sponsor of an Index, any information concerning an Index, the performance of such Index or use thereof in connection with ...
#85">4. Disclaimers for Securities linked to proprietary indices within the MS Dynamic Fund Allocation Index Family, the MS 12% Risk Control ER Index linked to Nordic Multi-Asset Fund, the MS Nordic Equity Fund 13% Index, the MS 13% Risk Control ER Index l...
- #85">4.1 Morgan Stanley research
- #85">4.2 The Index Sponsor's determinations are final and conclusive
- #86">4.3 Index Calculation Agent's determinations
#86">5. Disclaimer for Futures-Contract Linked Securities
#86">6. Disclaimer for Share-Linked Securities: No Share Issuer will have participated in the preparation of the applicable Issue Terms or in establishing the terms of the Share-Linked Securities
#86">7. Representations and acknowledgments by Securityholders
#87">8. Disclaimer for the MS 12% Risk Control ER Index linked to Nordic Multi-Asset Fund, the MS Nordic Equity Fund 13% Index, the MS 13% Risk Control ER Index linked to Nordic Diversified Equities Fund, the MS 14% Risk Control ER Index linked to Diversif...
#88">Conflicts of Interest
#88">1. Potential conflicts of interest between the investor and the Determination Agent due to the hedging and trading activities of Morgan Stanley Group
#88">2. Conflicts of index specific to Securities linked to proprietary indices: Where Morgan Stanley or an affiliate of Morgan Stanley is the sponsor or calculation agent in respect of a proprietary index, Morgan Stanley has the authority to make determin...
#88">3. Conflicts of interest specific to Securities linked to proprietary indices within the MS Dynamic Fund Allocation Index Family, the MS 12% Risk Control ER Index linked to Nordic Multi-Asset Fund, the MS Nordic Equity Fund 13% Index, the MS 13% Risk ...
#89">4. Conflicts of interest specific to Preference Share-Linked Securities: Potential conflicts of interest in relation to the Preference Share Calculation Agent
#89">5. Potential conflicts of interest between investor(s) and the Issuer, Dealer and/or any of their affiliates or distributor(s) in relation to secondary market activity and subscriptions
#90">Selected Financial Information of Morgan Stanley
#91">Selected Financial Information of MSI PLC
#92">Selected Financial Information of MSBV
#93">Selected Financial Information of MSFL
#94">Consent to the use of the Base Prospectus in Connection with Non-exempt Offers
#96">Where the Investor can find more Information about Morgan Stanley
#97">Incorporation by Reference
#115">Overview of the Potential for Discretionary Determinations by the Determination Agent and the Issuer
#115">1. Types of events that could give rise to a discretionary determination by the Determination Agent or the Issuer
#116">2. If such an event occurs, what are the discretionary determinations that the Determination Agent or Issuer may take?
#116">3. Why is it necessary for the Determination Agent and the Issuer to make such discretionary determinations following the occurrence of such events?
#117">4. What are the types of external events affecting Floating Rate Securities which could trigger discretionary determinations, and what type of determinations may be made?
#118">5. What are the types of external events affecting the Relevant Underlying(s) which could give rise to discretionary determinations, and what type of determinations may be made?
#131">6. What are the types of external events affecting the Issuer's hedging arrangements which could trigger discretionary determinations, and what sorts of determinations will be made?
#134">7. How will the Determination Agent and the Issuer make discretionary determinations?
#134">8. When making discretionary determinations, are the Determination Agent and the Issuer obliged to consider the interests of Securityholders?
#134">9. What is the effect of such event and/or action taken by the Determination Agent or the Issuer on the Securities?
#134">10. Will the Issuer notify me if such an event occurs and/or if it takes any of the above actions?
#135">Terms and Conditions of the Securities
#135">Part 1: General Terms and Conditions
#137">1. INTRODUCTION
- #137">1.1 Program: Morgan Stanley ("Morgan Stanley"), Morgan Stanley & Co. International plc ("MSI plc"), Morgan Stanley B.V. ("MSBV") and Morgan Stanley Finance LLC ("MSFL") have established the Regulation S Program for the issuance of notes and certifica...
- #137">1.2 Issue Terms: Securities issued under the Program are issued in series (each a "Series") and each Series may comprise one or more tranches (each a "Tranche") of Securities. Each Tranche is the subject of either (i) a set of Final Terms (each, a "...
- #137">1.3 Issue and Paying Agency Agreement: The Securities are the subject of an issue and paying agency agreement dated 17 July 2013, as last modified and restated on 12 July 2024 (such agreement as from time to time further modified and/or restated, the...
- #138">1.4 SEB Issuing and Paying Agent Agreement: In relation to issues of Nordic Securities (as defined below), Skandinaviska Enskilda Banken AB (publ) (the "Nordic Issuing Agent", which expression shall include any successor or additional Nordic issuing ...
- #138">1.5 Euroclear Agreement: In relation to issues of Uncertificated Securities (as defined below), MSBV, MSI plc and the Guarantor have entered into an agreement dated 17 July 2013, as last modified and restated on 12 July 2024 (such agreement as amende...
- #138">1.6 Deed of Covenant: Securities issued by Morgan Stanley in global form are constituted by a deed of covenant entered into by Morgan Stanley dated 17 July 2013 (the "Morgan Stanley Deed of Covenant"); Securities issued by MSI plc in global form or i...
- #138">1.7 The Securities: All subsequent references in these Base Conditions to "Securities" are to the Securities which are the subject of the applicable Issue Terms. Copies of the applicable Issue Terms are available for inspection by Securityholders du...
- #138">1.8 Summaries: Certain provisions of these Base Conditions are summaries of the Issue and Paying Agency Agreement, the SEB Issuing and Paying Agent Agreement, the Euroclear Agreement, the Deed of Covenant and the Guarantee and are subject to their de...
- #138">1.9 Type: The applicable Issue Terms will specify whether the Securities are Notes or Certificates. Notes will be issued in an amount equal to the Aggregate Nominal Amount and in the Specified Denomination(s) specified in the applicable Issue Terms. C...
  - #138">1.10 Certificates to be offered/traded in Italy: In case of Certificates offered in a Non-exempt Offer in Italy and/or traded on the multilateral trading facility of EuroTLX, organised and managed by Borsa Italiana S.p.A. ("EuroTLX"), any references i...
#138">2. Interpretation
- #138">2.1 Definitions
- #162">2.2 Interpretation
#162">3. FORM AND TITLE
- #162">3.1 Form: Morgan Stanley, MSI plc, MSBV and MSFL may issue Securities in registered form ("Registered Securities"). In addition, (i) MSBV and MSI plc may also issue Securities in dematerialised and uncertificated book-entry form with a Nordic centra...
- #162">3.2 Registered Securities
  - #162">(a) Form: Registered Securities may be in either individual certificate form or in global certificate form.
  - #162">(b) Title: Title to the Registered Securities passes by registration in the Register which is kept by the Registrar in accordance with the provisions of the Issue and Paying Agency Agreement. A certificate (each, a "Security Certificate") will be is...
  - #163">(c) Ownership: The holder of any Registered Security shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest th...
  - #163">(d) Transfers: Subject to Conditions 3.2(g) (Closed Periods) and 3.2(h) (Regulations concerning transfers and registration) below, a Registered Security may be transferred upon surrender of the relevant Security Certificate, with the endorsed form of...
  - #163">(e) Registration and Delivery: Within five business days of the surrender of a Security Certificate in accordance with Condition 3.2(d) (Transfers) above, the Registrar will register the transfer in question and deliver a new Security Certificate of ...
  - #163">(f) No charge: The transfer of a Registered Security will be effected without charge by or on behalf of the Issuer or the Registrar or any Transfer Agent but against such indemnity as the Registrar or (as the case may be) such Transfer Agent may requi...
  - #163">(g) Closed Periods: Holders of Registered Securities may not require transfers to be registered during the period of 15 days ending on the due date for any payment of principal or interest in respect of the Registered Securities.
  - #163">(h) Regulations concerning transfers and registration: All transfers of Registered Securities and entries on the Register are subject to the detailed regulations concerning the transfer of Registered Securities scheduled to the Issue and Paying Agenc...
- #163">3.3 Nordic Securities
- #164">3.4 Uncertificated Securities
  - #164">(a) Form
  - #164">(b) Title
#165">4. STATUS
- #165">4.1 Status of the Securities: The Securities constitute direct and general obligations of the Issuer which rank pari passu among themselves.
- #165">4.2 Status of Guarantee: The Guarantor's obligations in respect of the Securities issued by MSBV (other than Securities issued by MSBV the Issue Terms relating to which specifies that such Securities are not guaranteed by Morgan Stanley) or MSFL cons...
#165">5. Fixed Rate Security Provisions
- #165">5.1 Application: This Condition 5 (Fixed Rate Security Provisions) is applicable to the Securities only if the Fixed Rate Security Provisions are specified in the applicable Issue Terms as being applicable or if the Fixed Rate Security Provisions are...
- #165">5.2 Fixed Interest Rate: The Rate of Interest in respect of each Interest Period and/or Interest Payment Date which is subject to the Fixed Rate Security Provisions will be the Fixed Interest Rate. A different Fixed Interest Rate may apply in respect ...
- #165">
- #165">5.4 Fixed Coupon Amount: If "Fixed Coupon Amount" is specified as applicable in the applicable Issue terms, the amount of interest payable in respect of each Security on each Interest Payment Date in respect of the relevant Interest Period which is a ...
- #165">5.5 Non-Fixed Coupon Amount Interest Amount: If "Fixed Coupon Amount" is not specified as applicable in the applicable Issue Terms the amount of interest payable in respect of each Security for any period (for the avoidance of doubt including an Int...
- #166">5.6 Interest on Swedish Securities: For the purposes of calculation of any amount of interest on Swedish Securities, the provisions of this Condition 5 (Fixed Rate Security Provisions) shall be amended so that all periods shall consist of the period ...
- #166">5.7 Day Count Fraction: The relevant day count fraction shall be determined in accordance with the definition of "Day Count Fraction" set out in Condition 2.1 (Definitions) above.
#166">6. Floating Rate Security, Equity-Linked, Commodity-Linked, Currency-Linked, Inflation-Linked, Fund-Linked and Futures Contract-Linked Interest Provisions
- #166">6.1 Application: This Condition 6 (Floating Rate Security, Equity-Linked, Commodity-Linked, Currency-Linked, Inflation-Linked, Fund-Linked and Futures Contract-Linked Interest Provisions) is applicable to the Securities only if one or more of the Floa...
- #166">6.2 Floating Interest Rate: The Rate of Interest in respect of each Interest Period and/or Interest Payment Date which is subject to the Floating Rate Security Provisions will be the Floating Interest Rate. A different Floating Interest Rate may apply...
- #166">6.3 Accrual of interest: The Floating Rate Securities bear interest from the Interest Commencement Date at the Floating Interest Rate (being a "Rate of Interest" in respect of Floating Rate Securities) payable in arrear on each Interest Payment Date, ...
- #166">6.4 Linear Interpolation: In respect of any Securities for which the Floating Rate Securities Provisions are applicable, if "Linear Interpolation" is specified to be applicable in respect of any Interest Period, the Floating Interest Rate for such Int...
- #167">
- #168">
- #173">
  - #173">(a) Single CMS Rate
  - #174">(b) Spread CMS Rate
  - #174">(c) Determination of CMS Reference Rate
- #175">6.8 Provisions specific to SOFR as Reference Rate
- #178">6.9 Provisions specific to SONIA as Reference Rate
- #181">
- #184">6.11 Provisions specific to SARON as Reference Rate
- #187">6.12 Provisions specific to TONA as Reference Rate
- #190">6.13 Equity-Linked, Commodity-Linked, Currency-Linked, Inflation-Linked, Fund-Linked Interest Provisions and Futures Contract-Linked Interest Provisions: If one of more of the Equity-Linked, Commodity-Linked, Currency-Linked, Inflation-Linked, Fund-L...
- #190">6.14 Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the applicable Issue Terms, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so s...
- #190">6.15 Calculation of Interest Amount and Corrections: In respect of Floating Rate Securities and in respect of Securities for which one or more of the Equity-Linked, Commodity-Linked, Currency-Linked, Inflation-Linked, Fund-Linked or Futures Contract-...
- #191">6.16 Publication: The Determination Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it together with any relevant paym...
- #191">6.17 Notifications etc.: All notifications, certificates, calculations given, expressed, made or obtained for the purposes of this Condition 6 (Floating Rate Security, Equity-Linked, Commodity-Linked, Currency-Linked, Inflation-Linked, Fund-Linked and...
- #191">6.18 Interest on Swedish Securities: For the purposes of calculation of any amount of interest on Swedish Securities, the provisions of this Condition 6 (Floating Rate Security, Equity-Linked, Commodity-Linked, Currency-Linked, Inflation-Linked, Fund...
- #191">6.19 Interest on Structured Rate Linked Securities: This Condition 6 (Floating Rate Security, Equity-Linked, Commodity-Linked, Currency-Linked, Inflation-Linked, Fund-Linked and Futures Contract-Linked Interest Provisions) shall apply to Floating to F...
- #192">
- #194">
  - #194">(a) Index Cessation. If, as of an Interest Determination Date or any other relevant day on which a CMS Reference Rate is to be determined, an Index Cessation Effective Date with respect to the applicable tenor of the then-current CMS Reference Rate h...
  - #194">(b) Early Redemption. If the implementation of any Benchmark Replacement or Benchmark Replacement Conforming Changes results in a calculation of the CMS Reference Rate that is not consistent with market practice as determined by the Determination Age...
  - #195">
  - #195">
  - #196">(e) Application to multiple CMS Reference Rates. If either:
- #196">6.22 General Fallback Arrangements
#197">7. Zero Coupon Security Provisions
- #197">7.1 Application: This Condition 7 (Zero Coupon Security Provisions) is applicable to the Securities only if the Zero Coupon Security Provisions are specified in the applicable Issue Terms as being applicable.
- #197">7.2 Late payment on Zero Coupon Securities: If the Redemption Amount payable in respect of any Zero Coupon Security is improperly withheld or refused, the Redemption Amount in respect of each Security shall thereafter be an amount equal to the product...
- #198">7.3 Interest on Swedish Securities: For the purposes of calculation of any amount of interest on Swedish Securities, the provisions of this Condition 7 (Zero Coupon Security Provisions) shall be amended so that the relevant period shall consist of the...
#198">8. Equity-Linked, Commodity-Linked, Currency-Linked, Inflation-Linked, Fund-Linked, Preference Share-Linked and Futures Contract-Linked Securities AND MULTI ASSET BASKET SECURITIES
#200">9. Provisions relating to Equity-Linked Securities
- #200">9.1 Market Disruption, Reference Dates and Averaging Dates
- #206">9.2 Adjustments to Indices
  - #206">(a) Successor Index
  - #206">(b) Index Cancellation or Administrator/Benchmark Event Date
  - #207">(c) Index Modification and Index Disruption:
  - #208">(d) Redemption for Index Adjustment Event:
  - #209">(e) Correction of Index Levels
- #209">9.3 Adjustments affecting Shares and ETF Interests
  - #209">(a) Adjustments for Potential Adjustment Events
  - #210">(b) Correction of Share and ETF Interest Prices
- #210">9.4 Extraordinary Events
  - #210">(a) Merger Event or Tender Offer
  - #212">(b) Nationalisation, Insolvency and Delisting
- #214">9.5 Extraordinary ETF Events
- #217">9.6 Additional Disruption Events
- #218">9.7 Partial Lookthrough Depositary Receipt Provisions
- #220">9.8 Full Lookthrough Depositary Receipt Provisions
- #222">9.9 Definitions applicable to Equity-Linked Securities
#230">10. Provisions relating to Commodity-Linked Securities
- #230">10.1 Corrections to Published Prices
- #231">10.2 Commodity Disruption Events
- #232">10.3 Commodity Disruption Fallbacks
- #233">10.4 Administrator/Benchmark Events
- #234">10.5 Common Pricing
- #234">10.6 Commodity Index Disruption Events
- #235">10.7 Adjustments to Commodity Index
- #238">10.8 Additional Disruption Events
- #239">10.9 Commodity-Linked Security Inconvertibility Event
- #240">10.10 Adjustments to Brent Commodity Reference Price
- #240">10.11 Definitions applicable to Commodity-Linked Securities
#242">11. Provisions relating to Currency-Linked Securities
- #243">11.1 Valuation Date, Interest Determination Date, Observation Date, Determination Date
- #243">11.2 Averaging
- #244">11.3 Currency Disruption Events
- #244">11.4 Currency Disruption Fallbacks
- #245">11.5 Administrator/Benchmark Events
- #246">11.6 Additional Disruption Events
- #247">11.7 Change to a Relevant FX Benchmark
- #247">11.8 Definitions applicable to Currency-Linked Securities
#249">12. Provisions relating to Inflation-Linked Securities
- #249">12.1 Delay of Publication: If any level of an Inflation Index for a Reference Month which is relevant to the calculation of a payment under the Securities (a "Relevant Level") has not been published or announced by the Inflation Determination Date, t...
- #249">If a Relevant Level is published or announced at any time after the Inflation Determination Date, such Relevant Level will not be used in any calculations. The Substitute Inflation Index Level so determined pursuant to this Condition 12.1 (Delay of P...
- #250">12.2 Cessation of Publication: If a level for the Inflation Index has not been published or announced for two consecutive months or the Inflation Index Sponsor announces that it will no longer continue to publish or announce the Inflation Index then ...
- #251">12.3 Rebasing of the Inflation Index: If the Determination Agent determines that an Inflation Index has been or will be rebased at any time, the Inflation Index as so rebased (the "Rebased Inflation Index") will be used for purposes of determining th...
- #251">12.4 Material Modification Prior to Payment Date: If, on or prior to the Inflation Determination Date, an Inflation Index Sponsor announces that it will make a material change to an Inflation Index then the Determination Agent shall make any such adj...
- #251">12.5 Manifest Error in Publication: If, within thirty days of publication and prior to the redemption of the Securities or payments in respect of any relevant Interest Payment Date, Automatic Early Redemption Date, Maturity Date or other relevant pay...
- #251">12.6 Index Level Adjustment Correction: In relation to any Inflation Index, as specified in the Issue Terms, either (i) the first publication or announcement of the level of the Inflation Index (disregarding estimates) by the relevant Inflation Index...
- #251">12.7 UDI Index Events
- #252">12.8 Additional Disruption Events
- #254">12.9 Definitions Applicable to Inflation-Linked Securities
#256">13. Provisions relating to Fund-Linked Securities
- #256">13.1 Market Disruption, Reference Dates and Averaging Dates
- #259">13.2 Potential Adjustment Events
- #259">13.3 Corrections
- #260">13.4 Fund Events
- #261">13.5 Notice of Fund Event
- #262">13.6 Definitions applicable to Fund-Linked Securities
#271">14. Provisions relating to Preference Share-Linked Securities
- #271">14.1 Redemption of Preference Share-Linked Securities: Unless previously redeemed or purchased and cancelled, each Preference Share Linked Security will be redeemed by the Issuer on the Maturity Date by payment of the Final Redemption Amount specifie...
- #271">
- #271">14.3 Call Option: If Call Option is specified in the applicable Issue Terms as being applicable the provisions of Condition 16.5 (Redemption at the Option of the Issuer) shall apply to the Preference Share-Linked Securities as if the words "in whole ...
- #272">14.4 Early Redemption in respect of Preference Share-Linked Securities: Upon the occurrence of an Early Redemption Event the Issuer shall, as soon as reasonably practicable following the occurrence of such Early Redemption Event, give notice to the S...
- #272">14.5 Extraordinary Events: If in the determination of the Determination Agent an Extraordinary Event occurs the Issuer shall, as soon as reasonably practicable following the occurrence of such Extraordinary Event, give notice to the Securityholders i...
- #272">14.6 Additional Disruption Events: If in the determination of the Determination Agent an Additional Disruption Event occurs the Issuer shall, as soon as reasonably practicable following the occurrence of such Additional Disruption Event, give notice ...
- #272">
- #272">14.8 Definitions applicable to Preference Share-Linked Securities
- #274">14.9 Calculations and Determinations: The Determination Agent will make the calculations and determinations as described in this Condition 14.9 (Calculations and Determinations) in such a manner as the Determination Agent determines is appropriate ac...
- #274">14.10 Rounding: Condition 31 (Rounding) shall not apply to the Preference Share-Linked Securities.
#274">15. Provisions Relating to Futures Contract-Linked Securities
- #274">15.1 Market Disruption, Reference Dates and Averaging Dates
- #279">15.2 Administrator/Benchmark Event or Disappearance or Non-commencement of Futures Contract or Settlement Price
- #281">15.3 Futures Contract Adjustment Events
- #281">15.4 Adjustments for Futures Contract Adjustment Events
  - #281">(a) Adjustment:
  - #282">(b) Redemption:
- #283">15.5 Correction of Futures Contract Prices:
- #283">15.6 Additional Disruption Events:
- #284">15.7 Definitions applicable to Futures Contract-Linked Securities:
#288">16. Redemption and Purchase
- #288">16.1 Scheduled Redemption. Unless previously redeemed or cancelled, and unless otherwise specified in the Conditions, (i) Cash Settlement Securities will be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in Condit...
- #288">
- #288">
- #289">
- #289">16.5 Redemption at the Option of the Issuer. Subject to Condition 16.6 (Model-based Redemption), if the Call Option is specified in the applicable Issue Terms as being applicable, at any time after a Call Option Date: (i) in the case of Notes, the Se...
- #289">16.6 Model-based Redemption. Notwithstanding anything to the contrary in Condition 16.5 (Redemption at the Option of the Issuer), if Model-based Redemption is specified in the applicable Issue Terms as being applicable, the Securities shall be redeem...
- #289">The Model-based Redemption Amount (Call) will be specified in the relevant Issue Terms and will be at least equal to Par, unless otherwise specified in the Issue Terms. The redemption of the Securities will be without prejudice to the rights of Securi...
- #289">16.6.1 Valuation Model
- #290">The Determination Agent maintains discretion, which shall be exercised in good faith, in the interpretation of the outputs of the Valuation Model and on the date and time when such outputs are observed (provided that such date and time shall be no ear...
- #290">16.7 Partial Redemption
  - #290">16.8 Redemption at the Option of Securityholders. If the Put Option is specified in the applicable Issue Terms as being applicable, the Issuer shall, at the option of the holder of any Security redeem such Security on the Optional Redemption Date (Pu...
  - #291">16.9 Early Redemption of Zero Coupon Securities: Notwithstanding anything contrary in the Conditions and/or the applicable Issue Terms, the Redemption Amount payable on redemption of a Zero Coupon Security at any time before the Maturity Date shall b...
  - #291">16.10 Purchase: Morgan Stanley, MSI plc, MSBV, MSFL or any of their respective Affiliates may at any time purchase Securities in the open market or otherwise and at any price.
  - #291">16.11 Cancellation: All Securities so redeemed shall, and all Securities so purchased by Morgan Stanley, MSI plc, MSBV, MSFL or any of their respective Subsidiaries may, at the reasonable discretion of the relevant purchaser, be cancelled. All Secur...
- #292">16.12 Automatic Early Redemption Event
- #292">16.13 Definitions
#294">
- #294">17.1 Principal: Subject to Condition 17.3 (Payments of Principal and Interest in CNY), payments of principal shall be made by cheque drawn in the currency in which the payment is due drawn on, or, upon application by a holder of a Registered Security ...
- #294">17.2 Interest: Subject to Condition 17.3 (Payments of Principal and Interest in CNY), payments of interest shall be made by cheque drawn in the currency in which the payment is due drawn on, or, upon application by a holder of a Registered Security t...
- #294">17.3 Payments of Principal and Interest in CNY: Notwithstanding Conditions 17.1 (Principal) and 17.2 (Interest), in respect of CNY Securities, no payment of principal or interest in CNY will be made by cheque and all payments to Securityholders will b...
- #294">17.4 Payments Subject to Fiscal Laws: All payments in respect of the Registered Securities are subject in all cases to (i) any applicable fiscal or other laws and regulations, but without prejudice to the provisions of Condition 20 (Taxation) and (ii...
- #294">17.5 Payments on Payment Business Days: Where payment is to be made by transfer to an account, payment instructions (for value the due date, or, if the due date is not a Payment Business Day, for value the next succeeding Payment Business Day) will b...
- #295">17.6 Partial payments: If a Paying Agent makes a partial payment in respect of any Registered Security, the Issuer shall procure that the amount and date of such payment are noted on the Register and, in the case of partial payment upon presentation ...
- #295">17.7 Record date: Each payment in respect of a Registered Security will be made to the person shown as the holder in the Register at the opening of business in the place of the Registrar's Specified Office on such number of days before the due date f...
- #295">17.8 Payments of Principal and Interest in respect of Nordic Securities: Payments of principal, interest and/or any other amount payable under the Conditions in respect of Nordic Securities shall be made to the Securityholders recorded as such on the...
- #295">17.9 Unavailability of Currency: If the Specified Currency is not available to the Issuer for making payments of principal of, and premium, interest and/or additional amounts, if any, on any Registered Security (whether due to the imposition of excha...
#296">
- #296">18.1 Principal: Subject as provided below, the Euroclear Registrar shall pay or cause to be paid payments of principal in respect of Uncertificated Securities to the relevant Securityholder's cash account such payment to be made in accordance with th...
- #296">18.2 Interest: Payments of interest (if any) in respect of Uncertificated Securities will be discharged by payment (as shown in the records of the Operator) to the cash account of the relevant Securityholder.
- #296">18.3 General: Each of the persons shown in the Operator register of eligible debt securities as the holder of a particular principal amount (in the case of Notes) or number (in the case of Certificates) of Uncertificated Securities must look solely t...
- #296">18.4 Payments Subject to Fiscal Laws: All payments in respect of the Uncertificated Securities are subject in all cases (i) to any applicable fiscal or other laws and regulations, but without prejudice to the provisions of Condition 20 (Taxation) and...
- #296">18.5 Payments on Payment Business Days: Payment instructions (for value the due date, or, if the due date is not a Payment Business Day, for value the next succeeding Payment Business Day) will be initiated on the due date for payment. A holder of a...
#296">19. Physical Settlement
- #296">19.1 Delivery Notice
- #297">19.2 Delivery Obligation
- #298">19.3 Settlement Disruption of Physical Settlement
- #298">19.4 Delivery Disruption of Physical Settlement
- #299">19.5 Additional Definitions:
#299">20. Taxation
- #299">20.1 Additional Amounts: If the applicable Issue Terms specify "Additional Amounts" as being applicable in respect of any Series of Securities, the relevant Issuer or Guarantor, if applicable, will, subject to certain exceptions and limitations set f...
- #301">20.2 Withholding Taxes. All payments of principal and interest by Morgan Stanley, MSI plc, MSBV, MSFL or the Guarantor shall be made free and clear of, and without withholding or deduction for, any present or future taxes, duties, assessments or gove...
- #301">20.3 Implementation of Financial Transaction Tax. If "Implementation of Financial Transaction Tax Event" is specified in the applicable Issue Terms to be applicable to any Series of Securities, then upon the occurrence of an Implementation of Financi...
#301">21. Events of Default
- #301">(a) Non-payment: failure to pay any amount of principal in respect of the Securities within thirty days of the due date for payment thereof or failure to pay any amount of interest in respect of the Securities within thirty days of the due date for p...
- #301">(b) Insolvency, etc.: (i) the Issuer becomes insolvent or is unable to pay its debts as they fall due, (ii) an administrator or liquidator of the Issuer or the whole or a substantial part of the undertaking, assets and revenues of the Issuer is appoi...
- #302">21.2 Annulment of Acceleration and Waiver of Defaults. In some circumstances, if any or all Events of Default, other than the non-payment of the principal of the Securities of a Series that has become due as a result of an acceleration, have been cur...
#302">22. Illegality and Regulatory Event
#303">23. PRESCRIPTION
- #303">23.1 Prescription in Respect of Registered Securities: Claims for principal and interest on redemption in respect of Registered Securities shall become void unless the relevant Security Certificates are surrendered for payment within 10 years of the ...
- #303">23.2 Prescription in Respect of Nordic Securities: Claims for principal in respect of the Swedish Securities shall become void unless made within a period of 10 years after the appropriate Relevant Date. Claims for interest in respect of the Swedish...
- #303">23.3 Prescription in Respect of Uncertificated Securities: Claims for principal and interest in respect of Uncertificated Securities shall become void unless made within a period of 10 years after the appropriate Relevant Date.
#303">24. REPLACEMENT OF SECURITIES
#303">25. AGENTS
#304">26. MEETINGS OF SECURITYHOLDERS AND MODIFICATION
- #304">26.1 Meetings of Securityholders: The Issue and Paying Agency Agreement (or in the case of Uncertificated Securities, the Euroclear Agreement) contains provisions for convening meetings of Securityholders to consider matters relating to the Securitie...
- #305">26.2 Modification
  - #305">26.3 Interests of Securityholders: In connection with the Conditions, the Issuer and the Fiscal Agent shall have regard to the interests of the Securityholders as a class. In particular, but without limitation, the Issuer and the Fiscal Agent shall ...
  - #305">26.4 Severance: Should any of the provisions contained in the Conditions be or become invalid, the validity of the remaining provisions shall not be affected in any way.
#305">27. FURTHER ISSUES
#305">28. Notices
- #305">28.1 Registered Securities: Notices to holders of Registered Securities in definitive form shall be sent to them by first class mail (or its equivalent) or (if posted to an overseas address) by airmail at their respective addresses on the Register. N...
- #306">28.2 Nordic Securities: All notices to holders of Nordic Securities shall be valid if so published or mailed to their registered addresses appearing on the relevant NCSD Register.
- #306">28.3 Uncertificated Securities: Notices to holders of Uncertificated Securities shall be sent to the address of the Securityholder appearing in the Record on the second Business Day immediately prior to despatch of such notice, by first class post or...
- #306">28.4 Unlisted Securities: Notices to Securityholders of non-listed Securities may be published, as specified in the applicable Issue Terms, in newspapers, on the Issuer's website at http://sp.morganstanley.com/EU/Documents, or otherwise.
- #306">28.5 Notwithstanding any other provision in the Conditions, any failure by the Issuer, the Calculation Agent, the Determination Agent or any other party to provide Securityholders with any notice due to be given to Securityholders in accordance with t...
- #306">28.6 If an adjustment is made, or any other action is taken, by the Determination Agent under any one or more of the following Conditions: 9.2(b), 9.2(c), 9.2(e), 9.2(f), 9.3(a), 9.3(b), 9.4(a)(ii), 9.4(b)(ii), 9.5(b), 9.6(b), 9.7(c), 9.8(c), 10.1
- #306">28.7 All notices to Securityholders regarding Certificates admitted to trading on EuroTLX, shall be delivered to Borsa Italiana S.p.A. to be published in accordance with the rules of Borsa Italiana S.p.A. (if and for as so long as the rules of the exc...
#306">29. LOSSES
#306">30. CURRENCY INDEMNITY
#307">31. Rounding
#307">32. Redenomination, Renominalisation and Reconventioning
- #307">32.1 Application: This Condition 32 (Redenomination, Renominalisation and Reconventioning) is applicable to the Securities only if it is specified in the applicable Issue Terms as being applicable.
- #307">32.2 Notice of redenomination: If the country of the Specified Currency becomes, or announces its intention to become, a Participating Member State, the Issuer may, without the consent of the Securityholders, on giving at least 15 Business Days' prio...
- #307">32.3 Redenomination: Notwithstanding the other provisions of the Conditions, with effect from the Redenomination Date the Securities shall be deemed to be redenominated into euro in the denomination of euro 0.01 with a principal amount for each Secur...
- #307">32.4 Interest: Following redenomination of the Securities pursuant to this Condition 32 (Redenomination, Renominalisation and Reconventioning), where Securities have been issued in definitive form, the amount of interest due in respect of such Securit...
- #307">32.5 Interest Determination Date: If the Floating Rate Security Provisions are specified in the applicable Issue Terms as being applicable and Screen Rate Determination is specified in the applicable Issue Terms as the manner in which the Floating In...
#307">33. Inconvertibility Events
#310">34. CNY Disruption Events
#311">35. Substitution
- #311">35.1 Substitution of Issuer with Morgan Stanley Group entities
- #312">35.2 Substitution of Issuer or Guarantor with non Morgan Stanley Group entities
- #312">35.3 Conditions to substitution
- #313">35.4 Reference in the Conditions to the Issuer or the Guarantor (as the case may be)
- #313">35.5 Notification to Securityholders of substitutions with Morgan Stanley Group entities
- #313">35.6 Right to Redemption in respect of substitutions with non Morgan Stanley Group entities
- #315">35.7 Tax Consequences of substitution
#315">36. REPRESENTATIONS AND ACKNOWLEDGEMENTS BY SECURITYHOLDERS
#315">37. GOVERNING LAW AND JURISDICTION
- #315">37.1 Governing Law: The Securities and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with English law.
- #315">37.2 Jurisdiction: Each of Morgan Stanley, MSI plc, MSBV and MSFL agrees for the benefit of the Securityholders that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, whic...
- #315">37.3 Appropriate Forum: Each of Morgan Stanley, MSBV and MSFL irrevocably waives any objection which it might now or hereafter have to the courts of England being nominated as the forum to hear and determine any Proceedings and to settle any Disputes...
- #316">37.4 Process Agent: Each of Morgan Stanley, MSBV and MSFL agrees that the process by which any Proceedings in England are begun may be served on it by being delivered to (i) in the case of Morgan Stanley and MSBV, Morgan Stanley & Co. International p...
#316">38. RIGHTS OF THIRD PARTIES
#317">Part 2: Additional Terms and Conditions
#318">Section 1
#318">General
#318">1. Additional Terms and Conditions
#318">2. Linked Securities and Relevant Underlying(s)
#318">3. Single Underlying
#318">4. Basket and Basket Component
#319">5. Payment of interest
#319">6. Indicative Amounts
#320">7. Sections 2 to 6 of the Additional Terms and Conditions
#321">Section 2
#321">Interest and Redemption Terms
#321">Sub-Section I
#321">Interest
#322">1.
#322">1.
- #322">1.1 Fixed Rate Securities
- #322">1.2 Step-Up Securities and Step-Down Securities
- #322">1.3 Fixed to Floating Rate Securities and Floating to Fixed Rate Securities
- #323">1.4 Floating Rate Securities
- #323">1.5 Floored Floating Rate Securities
- #323">1.6 Capped Floating Rate Securities
- #323">1.7 Collared Floating Rate Securities
- #324">1.8 Range Accrual Securities
  - #324">(i) "Floored Range Accrual Securities", interest shall accrue and be payable on the Securities of the relevant Series in respect of each Interest Period at a variable Rate of Interest in accordance with this Paragraph 1.8 and the applicable Issue Term...
  - #324">(ii) "Capped Range Accrual Securities", interest shall accrue and be payable on the Securities of the relevant Series in respect of each Interest Period at a variable Rate of Interest in accordance with this Paragraph 1.8 and the applicable Issue Term...
  - #324">(iii) "Collared Range Accrual Securities", interest shall accrue and be payable on the Securities of the relevant Series in respect of each Interest Period at a variable Rate of Interest in accordance with this Paragraph 1.8 and the applicable Issue T...
- #327">1.9 Barrier Securities
- #327">1.10 Steepener Securities
- #328">1.11 Digital Option Securities
- #329">1.12 Inverse Floater Securities
- #330">1.13 Switchable Securities
- #331">1.14 No Coupon
- #331">1.15 Regular Coupon
- #332">1.16 Barrier Conditional Coupon
- #332">1.17 Memory Double Barrier Conditional Coupon
- #333">1.18 Dual Barrier Conditional Coupon
- #333">1.19 Range Barrier Conditional Coupon
- #334">1.20 Range Accrual Coupon
- #334">1.21 Performance Linked Coupon
- #334">1.22 Participation and Performance Linked Coupon
- #334">1.23 Inflation Linked Coupon
- #337">1.24 Mixto Coupon
- #337">1.25 Annual Performance Linked Coupon
- #338">1.26 Cappuccino Coupon
- #338">1.27 Dropback Coupon
- #339">1.28 MXN UDI Amortising Coupon
- #339">1.29 Multi Performance Linked Coupon
- #339">1.30 Capitalised Coupon
#341">Sub-Section II
#341">Automatic Early Redemption (Autocall)
#341">2.
- #341">2.1 Autocall 1
- #341">2.2 Autocall 2
- #342">2.3 Autocall 3
- #342">2.4 Autocall 4
- #343">2.5 Autocall 5
- #343">2.6 Autocall 6
- #343">2.7 Early Knock Out Event
- #344">2.8 Mixto Automatic Partial Redemption
- #344">2.9 MXN UDI Automatic Partial Redemption
#345">Sub-Section III
#345">Redemption at Maturity
#345">3.
- #345">3.1 Fixed Redemption
- #345">3.2 Capitalised Non-Memory Redemption
- #345">3.3 Capitalised Memory Redemption
- #345">3.4 Basic Performance Linked Redemption 1
- #347">3.5 Basic Performance Linked Redemption 2
- #347">3.6 Performance-Linked Redemption
- #347">3.7 Barrier Redemption 1
- #349">3.8 Barrier Redemption 2
- #350">3.9 Barrier and Participation Redemption
- #350">
- #351">3.11 Single Barrier Final Redemption
- #353">3.12 Dual Barrier Final Redemption 1
- #354">3.13 Dual Barrier Final Redemption 2
- #354">3.14 Dual Barrier Final Redemption 3
- #356">3.15 Dual Barrier Final Redemption 4
- #357">3.16 Dual Barrier Final Redemption 5
- #358">3.17 Dual Barrier Final Redemption 6
- #359">
- #359">
- #361">3.20 Performance Linked Redemption
- #361">3.21 Mixto Redemption
- #362">3.22 Participation and Performance-Linked Redemption
- #362">3.23 Synthetic Zero Redemption
- #362">3.24 Lock In Ladder Redemption
- #362">3.25 Lock In Ladder Barrier Redemption
- #363">3.26 Ranked Underlying Redemption
- #363">3.27 Multiple Barrier Redemption
- #363">3.28 Inflation Linked Redemption
- #364">3.29 Booster Redemption (1)
- #366">3.30 Booster Redemption (2)
- #369">3.31 Booster Redemption (3)
- #371">3.32 Booster Redemption (4)
- #374">3.33 Booster Redemption (5)
- #377">3.34 Multi Booster Redemption 1
- #378">3.35 Multi Booster Redemption 2
- #380">3.36 Plateau Booster Redemption (1)
- #382">3.37 Plateau Booster Redemption (2)
- #385">3.38 MXN Denominated UDI Linked Redemption
- #385">3.39 UDI Final Linked Redemption
- #385">3.40 Linear Inflation Linked Redemption
- #386">3.41 Interpolated Inflation Linked Redemption
- #386">3.42 One Star Final Redemption
- #388">3.43 Shark Redemption
- #388">3.44 Dropback Redemption
- #392">3.45 MXN UDI Amortising Redemption
#393">Sub-Section IV
#393">Definitions
#416">Section 3
#416">Additional Terms and Conditions for Preference Share-Linked Securities
#416">1. Preference Share-Linked Securities
#421">Section 4
#421">Additional Terms and Conditions for Value Determination Terms
#422">Sub-Section I
#422">Basic Value Determination Terms
#422">1. Spot Value
#422">2. Intraday Value
#422">3. Opening Value
#422">4. Closing Value
#423">5. Commodity Specified Price
#424">6. Closing Value with Dividend Adjusted Performance
#432">Sub-Section II
#432">Lookback Value Determination Terms
#432">1. Max Lookback Value
#432">2. Min Lookback Value
#433">3. Floored Max Lookback Value
#433">4. Floored Min Lookback Value
#434">5. Capped Max Lookback Value
#435">6. Capped Min Lookback Value
#436">Sub-Section III
#436">Average Value Determination Terms
#436">1. Average Value
#436">2. Individually Floored Average Value
#437">3. Individually Capped Average Value
#438">4. Globally Floored Average Value
#440">5. Globally Capped Average Value
#442">Sub-Section IV
#442">Strategy Price Value Determination Terms
#442">1. Strategy Level
#444">Section 5
#444">Performance Determination Terms
#445">Sub-Section I
#445">Performance Determination Terms for Securities linked to a single Share, Index, ETF Interest, Commodity, Currency, Fund Interest, Inflation Index, Futures Contract or CMS Reference Rate
#445">1. Basic Performance
#446">2. Cliquet Performance
#446">3. Capped Performance
#447">4. Floored Performance
#448">5. Capped & Floored Performance
#450">6. Absolute Basic Performance
#451">7. Absolute Capped Performance
#452">8. Absolute Floored Performance
#453">9. Absolute Capped & Floored Performance
#454">10. OTM Performance (Single Underlying)
#455">11. Optimised Performance (Type 1)
#456">12. Optimised Performance (Type 2)
#458">Sub-Section II
#458">Performance Determination Terms for Securities linked to a Relevant Underlying which is a Basket
#458">1. Selected Average Basic Performance
#459">2. Selected Cliquet Average Performance
#460">3. Selected Average Individually Capped Performance
#461">4. Selected Average Individually Floored Performance
#463">5. Selected Average Individually Capped & Floored Performance
#464">6. Selected Average Global Capped Performance
#466">7. Selected Average Global Floored Performance
#467">8. Selected Average Global Capped & Floored Performance
#469">9. Selected Absolute Average Basic Performance
#470">10. Selected Absolute Average Individually Capped Performance
#472">11. Selected Absolute Average Individually Floored Performance
#473">12. Selected Absolute Average Individually Capped & Floored Performance
#475">13. Selected Absolute Average Global Capped Performance
#476">14. Selected Absolute Average Global Floored Performance
#478">15. Selected Absolute Average Global Capped & Floored Performance
#479">
#481">
#482">
#484">19. Selected Equally Weighted Average OTM Performance
#485">20. Selected Non-Equally Weighted Average OTM Performance
#487">21. Selected Average Top Rank Performance
#488">22. Basket Barrier Performance
#489">
#492">Section 6
#492">Commodity Reference Price
#492">1. Gold
#492">2. Copper
#492">3. Wheat
#492">4. Oil-Brent
#493">5. Oil - WTI
#493">6. DJ-UBS Commodity Indices
#495">Part 3: Supplementary Provisions for Belgian Securities
#495">1. Amendments in respect of early redemption amounts
#498">2. Amendments in respect of "Additional Disruption Events"
#499">3. Amendments in respect of "Change in Law"
#499">4. Amendments to the definition of Implementation of Financial Transaction Tax Event in Condition 2.1 (Definitions)
#500">5. Amendments to the definition of Regulatory Event in Condition 2.1 (Definitions)
#500">6. Amendments to the definition of "Successor Share/ETF Interest" in Condition 9.4(a) (Merger Event or Tender Offer)
#500">7. Amendments to the definition of Extraordinary ETF Event in Condition 9.5 (Extraordinary ETF Events)
#501">8. Amendments to Condition 9.5 (Extraordinary ETF Events)
#501">9. Adjustments to the Securities to account for the occurrence of a Fund Event pursuant to Condition 13.4 (Fund Events)
#501">10. Amendments to Condition 13.6 (Definitions applicable to Fund-Linked Securities)
#503">11. Amendments to Condition 14.9 (Calculations and Determinations)
#503">12. Amendments to the definition of Illiquidity Event in sub-paragraph (h) of Condition 15.3 (Futures Contract Adjustment Events)
#503">13. Amendments to Condition 25.6 and inclusion of new Condition 25A
#504">14. Amendments to the definition of Inconvertibility Event in Condition 33.3 (Definitions:)
#505">15. Amendments to Condition 35 (Substitution)
#508">Pro Forma Final Terms for Securities other than Preference Share-Linked Securities
#511">
- #1006">United States Taxation
- #1006">[Withholding on "Other Income" Coupon Payments
#1007">[THIRD PARTY INFORMATION
#1008">
#1016">Schedule 1
- #1016">(Additional Provisions for Determination of Fixed Interest Rate)
#1018">Schedule 2
- #1018">(Additional Provisions for Determination of Floating Interest Rate)
#1027">ISSUE-SPECIFIC SUMMARY OF THE SECURITIES
#1028">Pro Forma Pricing Supplement for Securities other than Preference Share-Linked Securities
#1030">
#1031">Pro Forma Final Terms for Preference Share-Linked Securities
#1034">
- #1055">United States Taxation
- #1055">[Withholding on "Other Income" Coupon Payments
#1057">[THIRD PARTY INFORMATION
#1065">ISSUE-SPECIFIC SUMMARY OF THE SECURITIES
#1066">Pro Forma Pricing Supplement for Preference Share-Linked Securities
#1066">[PROHIBITION OF SALES TO EEA RETAIL INVESTORS:
#1068">
#1069">Issue Terms and Drawdown Prospectuses
#1070">Forms of Securities
- #1070">Registered Securities
- #1070">Terms and Conditions applicable to the Registered Securities
- #1071">Nordic Securities
- #1071">Uncertificated Securities
- #1071">Eurosystem Eligibility
#1072">Summary of Provisions relating to the Securities while in Global Form
- #1072">Clearing System Accountholders
- #1072">Exchange of Global Security Certificates
- #1073">Conditions Applicable to Global Securities
- #1074">Registered Securities
#1075">Description of the MS Dynamic Fund Allocation Index Family
#1077">1. Overview
- #1077">General Overview
- #1077">Key features of the Index
- #1077">Index performance
- #1078">Description of each Index Component
- #1079">General Information
#1079">2. Index Sponsor
#1079">3. Index Calculation Agent
#1080">4. Index data
#1080">5. Index Composition and Calculation
- #1080">5.1 Index Calculation Days, Rebalancing and Rolling
  - #1080">Index Calculation Days
  - #1080">Rebalancing
- #1080">5.2 Inputs
  - #1080">Asset Prices
  - #1081">Index Target Volatility
  - #1081">Target Volatility Contribution
  - #1081">Index Fee
  - #1081">Overall Weight Cap
  - #1081">Funding Cost Adjustments
- #1082">5.3 Index Level Calculation
  - #1084">Daily Asset Return
  - #1084">Asset Return since last Rebalance Date
  - #1084">Return since last Rebalance Date
  - #1085">Funding Costs since last Rebalance Date
  - #1085">Volatility Contributions
  - #1086">Initial Weights
  - #1086">Scale Factor
  - #1086">Effective Weights
  - #1087">Asset Volatility Calculations
  - #1087">Portfolio Volatility Calculations
#1089">6. Calculation Time and Precision
#1089">7. Adjustment and Disruption Provisions
- #1089">Adjustment Events
- #1090">Disruption Events
- #1091">Fund Extraordinary Events:
- #1095">Potential Actions
- #1096">Increased costs
- #1096">Adjustment procedures, notification and consultation process
#1097">8. Errors
#1097">9. Updates
#1097">10. Governance
#1097">11. Discontinuation
#1098">12. Important Information
- #1098">
- #1098">Use of Historical Proxies
- #1098">Proprietary Information
#1099">Description of the MS 12% Risk Control ER Index Linked to Nordic Multi-Asset Fund
#1099">1. Introduction
#1100">2. Overview
- #1100">Summary
#1101">3. Index Sponsor
#1101">4. Index Calculation Agent
#1102">5. Index Data
#1102">6. Calculation of the Index
- #1102">6.1 Total Return Index Level
- #1103">6.2 Excess Return Index Level
- #1104">6.3 Calculation of the Exposure
- #1104">6.4 Calculation of the Number of Shares Basket
- #1105">6.5 Calculation of the Effective Exposure
- #1105">6.6 Calculation of the Realised Volatility
- #1106">6.7 Calculation of the Basket
- #1108">6.8 Miscellaneous
- #1108">6.9 Index Live Date and Retrospective Calculations
#1109">7. Publication
#1109">8. Definitions
#1119">9. Adjustment Provisions
- #1119">9.1 Adjustment Events
- #1120">9.2 Determinations made by the Index Sponsor in respect of Fund Potential Adjustment Events and Fund Events may have an adverse effect on the value of a Financial Product
- #1120">9.3 Adjustment procedures, notification and consultation process
- #1121">9.4 Consequences of Fund Events
#1121">10. Errors and Corrections
#1121">11. Governance
#1122">12. Discontinuation
#1122">13. Important Information
- #1122">Complaints
#1123">ANNEX OF THE MS 12% RISK CONTROL ER INDEX LINKED TO NORDIC MULTI-ASSET FUND
#1123">INDEX MAIN PARAMETERS:
#1124">BASKET/INDEX COMPONENTS DEFINITIONS:
- #1124">Primary Information
- #1124">Main Definitions
#1125">OVERVIEW of the MS 12% Risk Control ER Index linked to Nordic Multi-Asset Fund
- #1125">What is the Index?
- #1125">Does the Index represent a physical investment in the Basket?
- #1125">What does "Excess Return" mean?
- #1125">What does "Decrement" mean?
- #1125">How does the Risk Control Mechanism Work?
- #1126">What are the Funds underlying the Index?
- #1126">Representation of the Index in Diagram
#1130">Description of the MS 13% Risk Control ER Index Linked to Nordic Diversified Equities Fund
#1131">1. Introduction
#1132">2. Overview
#1132">3. Index Sponsor
#1133">4. Index Calculation Agent
#1133">5. Index Data
#1134">6. Calculation of the Index
- #1134">6.1 Total Return Index Level
- #1135">6.2 Excess Return Index Level
- #1135">6.3 Calculation of the Exposure
- #1136">6.4 Calculation of the Number of Shares Base Index
- #1136">6.5 Calculation of the Effective Exposure
- #1136">6.6 Calculation of the Realised Volatility
- #1137">6.7 Calculation of the Base Index
- #1139">6.8 Miscellaneous
- #1140">6.9 Index Live Date and Retrospective Calculations
#1140">7. Publication
#1140">8. Definitions
#1150">9. Adjustment and Disruption Provisions
- #1150">9.1 Adjustment Events
- #1151">9.2 Determinations made by the Index Sponsor in respect of Fund Potential Adjustment Events and Fund Events may have an adverse effect on the value of a Financial Product
- #1151">9.3 Adjustment procedures, notification and consultation process
- #1152">9.4 Consequences of Fund Events
#1152">10. Errors and Corrections
#1153">11. Governance
#1153">12. Discontinuation
#1153">13. Important Information
- #1153">Complaints
#1155">ANNEX
#1155">INDEX MAIN DEFINITIONS:
#1155">INDEX MAIN PARAMETERS:
#1156">BASE INDEX/INDEX COMPONENTS DEFINITIONS:
- #1156">Primary Information
- #1156">Main Definitions
#1157">OVERVIEW OF THE MS 13% RISK CONTROL ER INDEX LINKED TO nordic diversified EQUITIES FUND
- #1157">What is the Index?
- #1157">Does the Index represent a physical investment in the Basket?
- #1157">
- #1157">
- #1157">How does the Risk Control Mechanism Work?
- #1158">What are the Funds underlying the Index?
  - #1158">Representation of the Index in Diagram
  - #1158">What impacts the level of the Index?
  - #1159">Simulated Historical Track Record of the Index
#1160">Description of the MS 14% Risk Control ER Index Linked to Diversified Basket of Equity Funds
#1161">1. Introduction
#1162">2. Overview
- #1162">Summary
#1162">3. Index Sponsor
#1163">4. Index Calculation Agent
#1163">5. Index Data
#1164">6. Calculation of the Index
- #1164">6.1 Total Return Index Level
- #1165">6.2 Excess Return Index Level
- #1165">6.3 Calculation of the Exposure
- #1166">6.4 Calculation of the Number of Shares Basket
- #1166">6.5 Calculation of the Effective Exposure
- #1166">6.6 Calculation of the Realised Volatility
- #1167">6.7 Calculation of the Basket
- #1170">6.8 Miscellaneous
- #1170">6.9 Index Live Date and Retrospective Calculations
#1170">7. Publication
#1171">8. Definitions
#1180">9. Adjustment Provisions
- #1180">9.1 Adjustment Events
- #1181">9.2 Determinations made by the Index Sponsor in respect of Fund Potential Adjustment Events and Fund Events may have an adverse effect on the value of a Financial Product
- #1181">9.3 Adjustment procedures, notification and consultation process
- #1182">9.4 Consequences of Fund Events
#1182">10. Errors and Corrections
#1183">11. Governance
#1183">12. Discontinuation
#1184">13. Important Information
- #1184">Complaints
#1185">ANNEX
#1185">INDEX MAIN DEFINITIONS:
#1185">INDEX MAIN PARAMETERS:
#1186">BASKET/INDEX COMPONENTS DEFINITIONS:
- #1186">Primary Information
- #1187">Main Definitions
#1188">OVERVIEW of the MS 14% Risk Control ER Index linked to Diversified Basket of Equity Funds
- #1188">What is the Index?
- #1188">Does the Index represent a physical investment in the Basket?
- #1188">What does "Excess Return" mean?
- #1188">What does "Decrement" mean?
- #1188">How does the Risk Control Mechanism Work?
- #1189">What are the Funds underlying the Index?
  - #1190">Representation of the Index in Diagram
  - #1190">What impacts the level of the Index?
  - #1190">Simulated Historical Track Record of the Index
#1192">Description of the MS 16% Risk Control ER Index Linked to Emerging Markets Equity Fund
#1193">1. Introduction
#1194">2. Overview
- #1194">Summary
#1194">3. Index Sponsor
#1195">4. Index Calculation Agent
#1195">5. Index Data
#1196">6. Calculation of the Index
- #1196">6.1 Total Return Index Level
- #1197">6.2 Excess Return Index Level
- #1197">6.3 Calculation of the Exposure
- #1198">6.4 Calculation of the Number of Shares Basket
- #1198">6.5 Calculation of the Effective Exposure
- #1198">6.6 Calculation of the Realised Volatility
- #1199">6.7 Calculation of the Basket
- #1202">6.8 Miscellaneous
- #1202">6.9 Index Live Date and Retrospective Calculations
#1202">7. Publication
#1203">8. Definitions
#1212">9. Adjustment Provisions
- #1212">9.1 Adjustment Events
- #1213">9.2 Adjustment procedures, notification and consultation process
- #1213">9.3 Adjustment procedures, notification and consultation process
- #1214">9.4 Consequences of Fund Events
#1214">10. Errors and Corrections
#1215">11. Governance
#1215">12. Discontinuation
#1216">13. Important Information
- #1216">Complaints
#1217">ANNEX
#1217">INDEX MAIN DEFINITIONS:
#1217">INDEX MAIN PARAMETERS:
#1218">BASKET/INDEX COMPONENTS DEFINITIONS:
- #1218">Primary Information
- #1218">Main Definitions
#1219">OVERVIEW of the MS 16% Risk Control ER Index linked to Emerging Markets Equity Fund
- #1219">What is the Index?
- #1219">Does the Index represent a physical investment in the Basket?
- #1219">What does "Excess Return" mean?
- #1219">What does "Decrement" mean?
- #1219">How does the Risk Control Mechanism Work?
- #1220">What are the Funds underlying the Index?
  - #1220">Representation of the Index in Diagram
  - #1220">What impacts the level of the Index?
  - #1221">Simulated Historical Track Record of the Index
#1222">Description of The MS Global Equity Fund 16% Risk Control ER Index
#1223">1. Introduction
#1224">2. Overview
- #1224">Summary
#1224">3. Index Sponsor
#1225">4. Index Calculation Agent
#1225">5. Index Data
#1226">6. Calculation of the Index
- #1226">6.1 Total Return Index Level
- #1227">6.2 Excess Return Index Level
- #1227">6.3 Calculation of the Exposure
- #1228">6.4 Calculation of the Number of Shares Basket
- #1228">6.5 Calculation of the Effective Exposure
- #1228">6.6 Calculation of the Realised Volatility
- #1229">6.7 Calculation of the Basket
- #1231">6.8 Miscellaneous
- #1232">6.9 Index Live Date and Retrospective Calculations
#1232">7. Publication
#1232">8. Definitions
#1242">9. Adjustment Provisions
- #1242">9.1 Adjustment Events
- #1243">9.2 Determinations made by the Index Sponsor in respect of Fund Potential Adjustment Events and Fund Events may have an adverse effect on the value of a Financial Product
- #1243">9.3 Adjustment procedures, notification and consultation process
- #1244">9.4 Consequences of Fund Events
#1244">10. Errors and Corrections
#1245">11. Governance
#1245">12. Discontinuation
#1245">13. Important Information
- #1245">Complaints
#1247">ANNEX
#1247">INDEX MAIN DEFINITIONS:
#1247">INDEX MAIN PARAMETERS:
#1248">BASKET/INDEX COMPONENTS DEFINITIONS:
- #1248">Primary Information
- #1248">Main Definitions
#1249">OVERVIEW of the MS global equity fund 16% Risk Control ER Index
- #1249">What is the Index?
- #1249">Does the Index represent a physical investment in the Basket?
- #1249">What does "Excess Return" mean?
- #1249">What does "Decrement" mean?
- #1249">How does the Risk Control Mechanism Work?
- #1250">What are the Funds underlying the Index?
  - #1250">Representation of the Index in Diagram
  - #1251">What impacts the level of the Index?
  - #1251">Simulated Historical Track Record of the Index
#1253">Description of the MS Nordic Real Estate Fund 16% Risk Control ER Index
#1254">1. Introduction
#1255">2. Overview
#1255">3. Index Sponsor
#1256">4. Index Calculation Agent
#1256">5. Index Data
#1257">6. Calculation of the Index
- #1257">6.1 Total Return Index Level
- #1258">6.2 Excess Return Index Level
- #1258">6.3 Calculation of the Exposure
- #1258">6.4 Calculation of the Number of Shares Basket
- #1259">6.5 Calculation of the Effective Exposure
- #1259">6.6 Calculation of the Realised Volatility
- #1260">6.7 Calculation of the Basket
- #1262">6.8 Miscellaneous
- #1262">6.9 Index Live Date and Retrospective Calculations
#1263">7. Publication
#1263">8. Definitions
#1273">9. Adjustment Provisions
- #1273">9.1 Adjustment Events
- #1274">9.2 Adjustment procedures, notification and consultation process
- #1274">9.3 Adjustment procedures, notification and consultation process
- #1275">9.4 Consequences of Fund Events
#1275">10. Errors and Corrections
#1276">11. Governance
#1276">12. Discontinuation
#1276">13. Important Information
- #1276">Complaints
#1278">ANNEX OF THE MS NORDIC REAL ESTATE FUND 16% RISK CONTROL ER INDEX
#1278">INDEX MAIN DEFINITIONS:
#1278">INDEX MAIN PARAMETERS:
#1279">BASKET/INDEX COMPONENTS DEFINITIONS:
- #1279">Primary Information
- #1279">Main Definitions
#1280">SUPPLEMENT: OVERVIEW of the MS Nordic Real Estate Fund 16% Risk Control ER Index
- #1280">What is the Index?
- #1280">Does the Index represent a physical investment in the Basket?
- #1280">What does "Excess Return" mean?
- #1280">What does "Decrement" mean?
- #1280">How does the Risk Control Mechanism Work?
- #1281">What is the Fund underlying the Index?
- #1281">Representation of the Index in Diagram
- #1281">What impacts the level of the Index?
- #1282">Simulated Historical Track Record of the Index
#1284">Description of the MS 18% Risk Control ER Index Linked to Real Estate Equity Fund
#1285">1. Introduction
#1286">2. Overview
- #1286">This section provides an overview of a number of features of the Index. There are aspects of the Index to which this section does not refer. Prospective investors should read the entire Description, including (without limitation) Section 2 (Risk Fact...
#1286">3. Index Sponsor
- #1286">No Financial Product is sponsored, endorsed, sold or promoted by MSIP or the Index Sponsor, and neither MSIP nor the Index Sponsor makes any express or implied representations or warranties as to (a) the advisability of purchasing or assuming any risk...
#1287">4. Index Calculation Agent
#1287">5. Index Data
#1288">6. Calculation of the Index
- #1288">6.1 Total Return Index Level
- #1289">6.2 Excess Return Index Level
- #1289">6.3 Calculation of the Exposure
- #1290">6.4 Calculation of the Number of Shares Basket
- #1290">6.5 Calculation of the Effective Exposure
- #1290">6.6 Calculation of the Realised Volatility
- #1291">6.7 Calculation of the Basket
- #1293">6.8 Miscellaneous
- #1293">6.9 Index Live Date and Retrospective Calculations
#1294">7. Publication
#1294">8. Definitions
#1304">9. Adjustment Provisions
- #1304">9.1 Adjustment Events
- #1305">9.2 Determinations made by the Index Sponsor in respect of Fund Potential Adjustment Events and Fund Events may have an adverse effect on the value of a Financial Product
- #1305">9.3 Adjustment procedures, notification and consultation process
- #1306">9.4 Consequences of Fund Events
#1306">10. Errors and Corrections
#1307">11. Governance
#1307">12. Discontinuation
#1307">13. Important Information
- #1307">Complaints
#1308">ANNEX
#1308">INDEX MAIN DEFINITIONS:
#1308">INDEX MAIN PARAMETERS:
#1309">BASKET/INDEX COMPONENTS DEFINITIONS:
- #1309">Primary Information
- #1309">Main Definitions
#1310">OVERVIEW of the MS 18% Risk Control ER Index linked to REAL ESTATE EQUITY FUND
- #1310">What is the Index?
- #1310">Does the Index represent a physical investment in the Basket?
- #1310">What does "Excess Return" mean?
- #1310">What does "Decrement" mean?
- #1310">How does the Risk Control Mechanism Work?
- #1311">What are the Funds underlying the Index?
  - #1311">Representation of the Index in Diagram
  - #1311">What impacts the level of the Index?
  - #1312">Simulated Historical Track Record of the Index
#1314">Description of the MS 18% Risk Control ER Index Linked to Indian Equities Fund
#1315">1. Introduction
#1315">2. Overview
#1316">3. Index Sponsor
#1317">4. Index Calculation Agent
#1317">5. Index Data
#1318">6. Calculation of the Index
- #1318">6.1 Total Return Index Level
- #1319">6.2 Excess Return Index Level
- #1319">6.3 Calculation of the Exposure
- #1319">6.4 Calculation of the Number of Shares Basket
- #1320">6.5 Calculation of the Effective Exposure
- #1320">6.6 Calculation of the Realised Volatility
- #1321">6.7 Calculation of the Basket
- #1323">6.8 Miscellaneous
- #1323">6.9 Index Live Date and Retrospective Calculations
#1324">7. Publication
#1324">8. Definitions
#1334">9. Adjustment Provisions
- #1334">9.1 Adjustment Events
- #1335">9.2 Determinations made by the Index Sponsor in respect of Fund Potential Adjustment Events and Fund Events may have an adverse effect on the value of a Financial Product
- #1335">9.3 Adjustment procedures, notification and consultation process
- #1336">9.4 Consequences of Fund Events
#1336">10. Errors and Corrections
#1337">11. Governance
#1337">12. Discontinuation
#1337">13. Important Information
- #1337">Complaints
#1338">ANNEX
#1338">INDEX MAIN DEFINITIONS:
#1338">INDEX MAIN PARAMETERS:
#1339">BASKET/INDEX COMPONENTS DEFINITIONS:
- #1339">Primary Information
- #1339">Main Definitions
#1340">OVERVIEW OF THE MS 18% RISK CONTROL ER INDEX LINKED TO INDIAN EQUITIES FUND
- #1340">What is the Index?
- #1340">Does the Index represent a physical investment in the Basket?
- #1340">
- #1340">
- #1340">How does the Risk Control Mechanism Work?
- #1341">What are the Funds underlying the Index?
  - #1341">Representation of the Index in Diagram
  - #1341">What impacts the level of the Index?
  - #1342">Simulated Historical Track Record of the Index
#1343">Description of the MS 20% Risk Control ER Index Linked to Diversified Small Cap Equity Funds
#1344">1. Introduction
#1345">2. Overview
- #1345">Summary
#1345">3. Index Sponsor
#1346">4. Index Calculation Agent
#1347">5. Index Data
#1347">6. Calculation of the Index
- #1347">6.1 Total Return Index Level
- #1348">6.2 Excess Return Index Level
- #1348">6.3 Calculation of the Exposure
- #1349">6.4 Calculation of the Number of Shares Basket
- #1349">6.5 Calculation of the Effective Exposure
- #1349">6.6 Calculation of the Realised Volatility
- #1350">6.7 Calculation of the Basket
- #1353">6.8 Miscellaneous
- #1353">6.9 Index Live Date and Retrospective Calculations
#1353">7. Publication
#1354">8. Definitions
#1363">9. Adjustment Provisions
- #1363">9.1 Adjustment Events
- #1364">9.2 Determinations made by the Index Sponsor in respect of Fund Potential Adjustment Events and Fund Events may have an adverse effect on the value of a Financial Product
- #1364">9.3 Adjustment procedures, notification and consultation process
- #1365">9.4 Consequences of Fund Events
#1365">10. Errors and Corrections
#1366">11. Governance
#1366">12. Discontinuation
#1367">13. Important Information
- #1367">Complaints
#1368">ANNEX
#1368">INDEX MAIN DEFINITIONS:
#1368">INDEX MAIN PARAMETERS:
#1369">BASKET/INDEX COMPONENTS DEFINITIONS:
- #1369">Primary Information
- #1369">Main Definitions
#1370">OVERVIEW of the MS 20% RISK CONTROL ER INDEX LINKED TO DIVERSIFIED SMALL CAP EQUITY FUNDS
- #1370">What is the Index?
- #1370">Does the Index represent a physical investment in the Basket?
- #1370">What does "Excess Return" mean?
- #1370">What does "Decrement" mean?
- #1370">How does the Risk Control Mechanism Work?
- #1371">What are the Funds underlying the Index?
  - #1371">Representation of the Index in Diagram
  - #1372">What impacts the level of the Index?
  - #1372">Simulated Historical Track Record of the Index
#1374">Description of the MS 20% Risk Control ER Index Linked to Technology Fund
#1375">1. Introduction
#1376">2. Overview
#1376">3. Index Sponsor
#1377">4. Index Calculation Agent
#1377">5. Index Data
#1378">6. Calculation of the Index
- #1378">6.1 Total Return Index Level
- #1379">6.2 Excess Return Index Level
- #1379">6.3 Calculation of the Exposure
- #1380">6.4 Calculation of the Number of Shares Basket
- #1380">6.5 Calculation of the Effective Exposure
- #1380">6.6 Calculation of the Realised Volatility
- #1381">6.7 Calculation of the Basket
- #1383">6.8 Miscellaneous
- #1384">6.9 Index Live Date and Retrospective Calculations
#1384">7. Publication
#1384">8. Definitions
#1394">9. Adjustment Provisions
- #1394">9.1 Adjustment Events
- #1395">9.2 Determinations made by the Index Sponsor in respect of Fund Potential Adjustment Events and Fund Events may have an adverse effect on the value of a Financial Product
- #1395">9.3 Adjustment procedures, notification and consultation process
- #1396">9.4 Consequences of Fund Events
#1396">10. Errors and Corrections
#1397">11. Governance
#1397">12. Discontinuation
#1397">13. Important Information
- #1397">Complaints
#1399">ANNEX
#1399">INDEX MAIN DEFINITIONS:
#1399">INDEX MAIN PARAMETERS:
#1400">BASKET/INDEX COMPONENTS DEFINITIONS:
- #1400">Primary Information
- #1400">Main Definitions
#1401">OVERVIEW of the MS 20% Risk Control ER Index linked to Technology Fund
- #1401">What is the Index?
- #1401">Does the Index represent a physical investment in the Basket?
- #1401">What does "Excess Return" mean?
- #1401">What does "Decrement" mean?
- #1401">How does the Risk Control Mechanism Work?
- #1402">What are the Funds underlying the Index?
  - #1402">Representation of the Index in Diagram
  - #1402">What impacts the level of the Index?
  - #1403">Simulated Historical Track Record of the Index
#1405">Description of the MS 20% Risk Control ER Index Linked to Global Small Cap Equity Fund
#1406">1. Introduction
#1406">2. Overview
#1407">3. Index Sponsor
#1408">4. Index Calculation Agent
#1408">5. Index Data
#1409">6. Calculation of the Index
- #1409">6.1 Total Return Index Level
- #1410">6.2 Excess Return Index Level
- #1410">6.3 Calculation of the Exposure
- #1410">6.4 Calculation of the Number of Shares Base Index
- #1411">6.5 Calculation of the Effective Exposure
- #1411">6.6 Calculation of the Realised Volatility
- #1412">6.7 Calculation of the Base Index
- #1414">6.8 Miscellaneous
- #1414">6.9 Index Live Date and Retrospective Calculations
#1415">7. Publication
#1415">8. Definitions
#1425">9. Adjustment and Disruption Provisions
- #1425">9.1 Adjustment Events
- #1426">9.2 Determinations made by the Index Sponsor in respect of Fund Potential Adjustment Events and Fund Events may have an adverse effect on the value of a Financial Product
- #1426">9.3 Adjustment procedures, notification and consultation process
- #1427">9.4 Consequences of Fund Events
#1427">10. Errors and Corrections
#1428">11. Governance
#1428">12. Discontinuation
#1428">13. Important Information
- #1428">Complaints
#1430">ANNEX
#1430">INDEX MAIN DEFINITIONS:
#1430">INDEX MAIN PARAMETERS:
#1431">BASE INDEX/INDEX COMPONENTS DEFINITIONS:
- #1431">Primary Information
- #1431">Main Definitions
#1432">OVERVIEW OF THE MS 20% RISK CONTROL ER INDEX LINKED TO GLOBAL SMALL CAP EQUITY FUND
- #1432">What is the Index?
- #1432">Does the Index represent a physical investment in the Basket?
- #1432">
- #1432">
- #1432">How does the Risk Control Mechanism Work?
- #1433">What are the Funds underlying the Index?
  - #1433">Representation of the Index in Diagram
  - #1433">What impacts the level of the Index?
  - #1434">Simulated Historical Track Record of the Index
#1436">Description of Sienna Finance UK Limited and the Sienna Finance UK Limited Preference Shares
- #1436">Sienna Finance UK Limited
- #1436">The Preference Shares
#1437">Benefit Plan Investors
#1438">Taxation
#1438">United States Federal Taxation
- #1438">Tax Treatment of the Securities
  - #1438">Interest
  - #1439">Exchangeable Securities
  - #1439">Linked Securities
  - #1440">Other Income Coupons
  - #1441">Future Withholding
  - #1441">Section 897 of the Code
  - #1441">Dividend Equivalent Amounts
  - #1442">FATCA
  - #1442">Backup Withholding and Information Reporting
  - #1443">Estate Tax
  - #1443">Belgian Supplemental Conditions
#1444">United Kingdom Taxation
#1444">1. Securities - UK Withholding Tax on Interest Payments by the Issuers
#1445">2. Payments under Deed of Covenant
#1445">3. Payments by Guarantor
#1446">4. Other Rules Relating to United Kingdom Withholding Tax
#1446">5. Special tax regimes
#1447">Netherlands Taxation
- #1448">Investors should consult their professional advisers on the tax consequences of their acquiring, holding and disposing of a Security.
#1448">1. Withholding Tax
#1448">2. Taxes on Income and Capital Gains
- #1448">Residents
- #1448">Resident entities
- #1448">Resident individuals
- #1448">Non-residents
#1449">3. Gift and Inheritance Taxes
#1449">4. Value Added Tax
#1449">5. Other Taxes and Duties
#1449">6. Residence
#1450">Austrian Taxation
- #1450">General remarks
- #1450">Income taxation of the Securities
- #1451">Individuals holding the Securities as non-business assets
- #1451">Individuals holding the Securities as business assets
- #1452">Corporations and Private Foundations
- #1452">Set-off of losses by an Austrian depository agent
- #1453">Risk of qualification as units in a non-Austrian investment fund
- #1453">Austrian inheritance and gift tax
#1454">Belgian Taxation
- #1454">Belgian Withholding Tax
- #1454">Belgian Income Tax rules applicable to natural persons resident in Belgium
- #1455">Belgian resident corporations
- #1455">Organisation for financing pensions
- #1455">Other Belgian legal entities
- #1455">Non-residents of Belgium
- #1456">Belgian tax on stock exchange transactions and tax on repurchase transactions
- #1457">Belgian Annual tax on securities accounts
- #1458">Exchange of information
#1459">Czech Republic Taxation
- #1459">Private investor with tax residence in the Czech Republic
- #1459">Corporate investor with tax residence in the Czech Republic
- #1459">Non-residential investors in the Czech Republic
- #1460">Other tax duty in the Czech Republic
#1461">Danish Taxation
- #1461">Taxation at source
- #1461">Resident Securityholders
- #1462">Non-Resident Securityholders
#1463">Finnish Taxation
- #1463">General
- #1463">Taxation of Finnish Resident Individuals
- #1463">Taxation of Capital Gains
- #1464">Taxation of Other Capital Income and Withholding Obligations
- #1464">Taxation of Finnish Corporate Entities
- #1465">Taxation of Non-Finnish Residents
- #1465">No gross-up for Finnish withholding tax
- #1465">Reporting and Compliance
- #1465">Transfer Taxation and Value Added Taxation
#1466">French Taxation
- #1466">Withholding taxes
  - #1466">Program Securities issued by the Issuers constituting debt instruments for French tax purposes
  - #1466">Program Securities issued by the Issuers not constituting debt instruments for French tax purposes
- #1466">Transfer tax and other taxes
#1468">Greek Taxation
#1468">Interest payments
#1468">Capital gains realised from the disposal of the Securities
- #1468">(a) Individual Holders of Securities
- #1469">(b) Holders of the Securities that are Legal Persons and Legal Entities
  - #1469">Tax credit
  - #1469">Gift Tax
  - #1470">Inheritance Tax
#1471">German Taxation
- #1471">German tax residents
- #1471">Securities held as private assets
- #1471">Income
- #1472">German withholding tax (Kapitalertragsteuer)
- #1473">Tax assessment
- #1473">Securities held as business assets
- #1473">Non-residents
- #1474">Taxation if the Securities qualify as equity or equity-like
- #1474">Particularities of Securities with a negative yield
- #1474">Inheritance and Gift Tax
- #1475">Other Taxes
- #1475">No gross-up for German withholding tax
#1476">Irish Taxation
- #1476">Taxation of holders of Program Securities
- #1476">Withholding Tax
- #1476">Interest paid on a quoted Eurobond
  - #1477">Short Interest:
- #1477">Encashment Tax
#1478">Italian Taxation
- #1478">Tax treatment of the Securities
#1478">1. Securities representing derivative financial instruments or bundles of derivative financial instruments
- #1478">1.1 Italian resident Securityholders
  - #1478">Taxation of income from derivatives
- #1480">1.2 Non-Italian resident Securityholders
#1480">2. Securities representing debt instruments implying a "use of capital"; Securities having 100 per cent. capital protection guaranteed by the Issuer
- #1480">2.1 Italian resident Securityholders
  - #1480">Taxation of interest
- #1481">
- #1483">2.3 Non-Italian resident Securityholders
#1483">3. Securities not having 100 per cent. capital protection guaranteed by the Issuer (Atypical Securities)
- #1483">3.1 Italian resident Securityholders - Taxation of interest
- #1483">3.2 Italian resident Securityholders - Capital gains
- #1483">3.3 Non-Italian resident Securityholders
#1483">4. Stamp duty
#1484">5. Wealth tax on securities deposited abroad (IVAFE)
#1484">6. Inheritance and Gift Tax
#1485">7. Tax monitoring obligations
#1485">8. Financial Transaction Tax
#1486">9. EU Directive on Administrative Cooperation in the field of Taxation
#1487">Liechtenstein Taxation
- #1487">Withholding tax
- #1487">Income Tax and wealth tax
- #1487">Corporate tax
- #1488">Private assets structures
- #1488">Trusts
- #1488">Stamp taxes
- #1488">Gift and inheritance tax
- #1488">Tax Treaty between Austria and Liechtenstein
#1490">Luxembourg Taxation
- #1490">Taxation of the Securityholders
- #1490">Withholding tax
#1490">1. Non-resident Securityholders
#1490">2. Resident Securityholders
- #1490">RELIBI
- #1490">Income Taxation
- #1491">Luxembourg resident corporate Securityholder
- #1491">Luxembourg resident individual Securityholder
#1493">Norwegian Taxation
- #1493">Taxation of return on the Securities prior to disposal
- #1493">Taxation upon disposal or redemption of the Securities
- #1493">Net wealth taxation
- #1494">VAT and transfer taxes
- #1494">Inheritance tax
#1495">Polish Taxation
- #1495">Income taxation of a Polish tax resident personal income taxpayer
- #1496">
- #1497">Other income
- #1498">Solidarity levy
- #1498">Income taxation of a Polish tax resident corporate income taxpayer
- #1499">Securities held by a non-Polish tax resident (natural person or corporation)
  - #1500">Exemption for interest obtained by non-Polish tax residents on Securities meeting special conditions and remittance exemption
- #1500">Corporate income tax
- #1500">Personal income tax
  - #1501">Failure to meet the conditions for the Special Exemption
- #1504">Personal Income Tax
- #1504">Tax on civil law transaction considerations
- #1505">Remitter's liability
- #1505">Inheritance and donation tax considerations
#1506">Portuguese Taxation
- #1506">Taxation of interest and other investment income
- #1507">Taxation of capital gains
- #1507">Gratuitous transfers
- #1507">Value Added Tax
- #1507">Wealth and estate tax
- #1508">Financial Transaction Tax
#1509">Spanish Taxation
#1509">I. Taxes on Income and Capital Gains
- #1509">
- #1510">(ii) Legal Entities with tax residency in Spain subject to Corporate Income Tax (Impuesto sobre Sociedades)
- #1510">(iii) Individuals and Legal Entities not resident in Spain and subject to Non-Resident Income Tax (Impuesto sobre la Renta de no Residentes)
#1510">II. Wealth Tax (Impuesto sobre el Patrimonio)
- #1511">(i) Individuals with Tax Residency in Spain
- #1511">(ii) Individuals with no Tax Residency in Spain
#1511">III. Temporary Solidarity Tax On Large Fortunes (Impuesto Temporal de Solidaridad de las Grandes Fortunas)
- #1511">(i) Individuals with Tax Residency in Spain
- #1511">(ii) Individuals with no Tax Residency in Spain
#1511">IV. Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones)
- #1511">(i) Individuals with Tax Residency in Spain
- #1511">(ii) Legal Entities with Tax Residency in Spain
- #1512">(iii) Individuals and Legal Entities not resident in Spain
#1512">V. Value Added Tax, Transfer Tax and Stamp Duty
#1512">VI. Disclosure obligations in connection with assets held abroad by Spanish resident natural and legal persons (Form 720)
#1513">Swedish Taxation
#1514">Swiss Taxation
- #1514">Swiss Withholding Tax
- #1514">Income Taxation
  - #1514">Program Securities held as Private Assets by a Swiss resident Holder
  - #1514">Structured Securities
  - #1515">Bonds
  - #1515">Pure Derivative Financial Instruments
  - #1515">Low Exercise Price Warrants
  - #1515">Fund-like Securities
  - #1516">Program Securities held as Assets of a Swiss Business
- #1516">Capital Gains
  - #1516">Program Securities held as Private Assets by a Swiss resident Holder
  - #1516">Program Securities held as Assets of a Swiss Business
- #1516">Swiss Federal Stamp Taxes
- #1517">Gift, Inheritance and Estate Taxes
- #1517">Net Worth and Capital Taxes
- #1517">Non-Swiss resident Holders
#1518">Proposed Financial Transaction Tax
#1519">Subscription and Sale
- #1519">United States of America
- #1520">European Economic Area
- #1521">Prohibition of Sales to EEA Retail Investors
- #1521">United Kingdom
- #1522">Prohibition of Sales to UK Retail Investors
- #1523">Austria
- #1523">
- #1523">Czech Republic
- #1524">Finland
- #1524">France
- #1524">Ireland
- #1525">Norway
- #1525">Poland
- #1525">Portugal
- #1526">Republic of Italy
- #1526">Spain
- #1527">Sweden
- #1527">Switzerland
- #1527">The Netherlands
#1528">No Ownership by U.S. Persons
#1529">Form of Guarantee
#1531">Important Legal Information
#1531">1. Offering through Distribution Agent
#1531">2. Credit Ratings
#1532">3. Different base prospectuses
#1533">4. Responsibility Statements
#1533">5. Supplement
#1534">6. No information or representatives outside offer
#1534">7. No or limited secondary market
#1534">8. Offering and distribution restrictions and disclaimers
#1535">9. Issuances under the 17 July 2013 English Law Note Conditions
#1535">10. Issuances under the 30 August 2013 English Law Note Conditions
#1536">11. Issuances under the 16 December 2013 English Law Note Conditions
#1536">12. Issuances under the 16 December 2014 English Law Note Conditions
#1537">13. Issuances under the 15 December 2015 English Law Note Conditions
#1537">14. Issuances under the 21 October 2016 English Law Note Conditions
#1538">15. Issuances under the 10 October 2017 English Law Note Conditions
#1538">16. Issuances under the 9 October 2018 English Law Note Conditions
#1539">17. Issuances under the 25 January 2019 English Law Note Conditions
#1539">18. Issuances under the 21 March 2019 English Law Note Conditions
#1540">19. Issuances under the 16 July 2019 English Law Note Conditions
#1540">20. Issuances under the 17 October 2019 English Law Note Conditions
#1541">21. Issuances under the 23 March 2020 English Law Note Conditions
#1542">22. Issuances under the 1 April 2020 English Law Note Conditions
#1543">23. Issuances under the 16 July 2020 English Law Note Conditions
#1543">24. Issuances under the 17 November 2020 English Law Note Conditions
#1544">25. Issuances under the 16 July 2021 English Law Note Conditions
#1545">26. Issuances under the 15 July 2022 English Law Note Conditions
#1546">27. Issuances under the 9 December 2022 English Law Note Conditions
#1546">28. Issuances under the 14 July 2023 English Law Note Conditions
#1547">29. Issuances under the 27 October 2023 English Law Note Conditions
#1547">30. Issuances under the 14 June 2024 English Law Note Conditions
#1549">General Information
- #1550">Morgan Stanley
- #1550">MSI plc
- #1550">MSBV
- #1551">MSFL
- #1551">Morgan Stanley
- #1551">MSI plc
- #1551">MSBV
- #1551">MSFL
- #1551">Legal and arbitration proceedings
- #1552">Clearing Systems
- #1552">Non-exempt Offers
#1553">Index of Defined Terms