Bond Morgan Stanley Global PLC 0% ( GB00BW6S5N95 ) in GBP

Morgan Stanley Global PLC

100 % ▼

United Kingdom

GB00BW6S5N95 ( in GBP )

18/01/2027

Prospectus brochure of the bond Morgan Stanley International PLC GB00BW6S5N95 en GBP 0%, maturity 18/01/2027

1 GBP

523 450 GBP

Morgan Stanley International PLC is a subsidiary of Morgan Stanley, a leading global financial services firm offering investment banking, securities, investment management, and wealth management services.

Morgan Stanley International PLC issued a GBP 523,450 bond (ISIN: GB00BW6S5N95) maturing on January 18, 2027, currently trading at 100% of par value with a 0% coupon rate and a minimum trading size of 1 unit, paying interest annually.

BASE PROSPECTUS FOR NOTES DATED 16 JULY 2021

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, SERIES A AND SERIES B,
WARRANTS AND CERTIFICATES
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 Notes (as
described below) other than Exempt Notes (as described below) from time to time. It should be read
together with (i) any supplements to it from time to time (available on the website of the Luxembourg
Stock Exchange (www.bourse.lu)), (ii) the information incorporated by reference into it (see
"Incorporation by Reference" below) and (iii) in relation to a Tranche of Notes, the Issue Terms
(described below) relating to that Tranche of Notes. This Base Prospectus shall supersede and replace
entirely the Base Prospectus dated 16 July 2020. References in this Base Prospectus to "Exempt Notes"
are to Notes 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) Notes for which no prospectus is required to be published under the Prospectus
Regulation or the Prospectus Regulation as it forms part of "retained EU law", as defined in the European
Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation").
The information on any websites referred to herein does not form part of this Base Prospectus unless that
information is incorporated by reference into the Base Prospectus and has not been scrutinised or
approved by the competent authority.
The Program
Morgan Stanley ("Morgan Stanley"), Morgan Stanley & Co. International plc ("MSI plc"), Morgan
Stanley B.V. ("MSBV") and Morgan Stanley Finance LLC ("MSFL") established the Regulation S
Program for the Issuance of Notes, Series A and B, Warrants and Certificates (the "Program"). Under
the Program, Morgan Stanley, MSI plc, MSBV and MSFL may offer from time to time Series A Notes
and Series B Notes (together, the "Notes issued under the Program"), Warrants (the "Warrants") and
Certificates (the "Certificates", and together with the Notes issued under the Program and the Warrants,
the "Program Securities"). Only certain of the Notes 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 Notes" below), (ii) issued in dematerialised and uncertificated book-
entry form with a Nordic central securities depositary (as described under "General Description of the
Notes" below) pursuant to the SEB Issuing and Paying Agent Agreement (as defined under "General

i

Description of the Notes" below) or (iii) issued pursuant to the Euroclear Agreement (as defined under
"General Description of the Notes" below) (hereafter referred to collectively as the "Notes"). For the
avoidance of doubt, this Base Prospectus does not relate to or describe any Program Securities other than
the Notes.
The Notes
Under this Base Prospectus, securities in the form of Notes may be offered.
Any amounts of principal and/or interest payable under the Notes may be calculated by reference to an
index. Relevant disclosure on the index and the administrator is set out in the applicable Issue Terms.
Conditions of the Notes
The terms and conditions applicable to a Tranche of Notes (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 Notes 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 Notes
other than Exempt Notes. The Final Terms will complete the General Terms and Conditions, specify the
Additional Terms and Conditions, if any, applicable in relation to such Notes and specify whether the
Belgian Supplemental Conditions are applicable in relation to such Notes. A "pricing supplement"
document (the "Pricing Supplement") may be prepared in respect of each Tranche of Exempt Notes.
The Pricing Supplement will complete the General Terms and Conditions, specify the Additional Terms
and Conditions, if any, applicable in relation to such Notes and specify whether the Belgian Supplemental
Conditions are applicable in relation to such Notes. Alternatively, a Drawdown Prospectus may be
prepared in respect of each Tranche of Notes (including Exempt Notes). 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 Notes. The Final Terms, the
Pricing Supplement and the Drawdown Prospectus will be available on the website of the Luxembourg
Stock Exchange (www.bourse.lu). References in this Base Prospectus to "Issue Terms" are to (i) where
the Notes are not Exempt Notes, the applicable Final Terms or (ii) where the Notes are Exempt Notes,
the applicable Pricing Supplement.
The Issuers
The issuers (each an "Issuer") of Notes 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 Notes and MSFL Notes
Unless otherwise stated in the applicable Issue Terms, the payment of all amounts due in respect of Notes

issued by MSBV ("MSBV Notes") are unconditionally and irrevocably guaranteed by Morgan Stanley
(the "Guarantor"). The payment of all amounts due in respect of Notes issued by MSFL ("MSFL
Notes") are unconditionally and irrevocably guaranteed by the Guarantor. However, the payment of
amounts due in respect of Notes issued by MSI plc are not guaranteed by Morgan Stanley. In any event,
all payments under the Notes 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 Notes
The Notes are unsecured and unsubordinated general obligations of the Issuer and not of any affiliate of
the Issuer. The Notes are not deposits or savings accounts and are not insured by the United States of
America ("U.S.") Federal Deposit Insurance Corporation, the UK Financial Services Compensation

ii

Scheme or any other governmental agency or instrumentality or deposit protection scheme anywhere,
nor are they obligations of, or guaranteed by, a bank.
Relevant Underlyings
The return on the Notes 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 Notes will be set out in the Issue Terms or Drawdown Prospectus applicable to
such Notes.
Noteholders will have no beneficial interest in any Relevant Underlyings.
Benchmarks Regulation: Article 29(2) statement on benchmarks
Amounts payable under the Notes may be calculated by reference to: (i) the Euro Interbank Offered Rate
("EURIBOR"), (ii) the London Interbank Offered Rate ("LIBOR"), (iii) any CMS Reference Rate (as
defined in Condition 2, and determined in accordance with Condition 6.7, of Part I of the "General Terms
and Conditions of the Note"), (iv) an index within the MS Dynamic Fund Allocation Index Family (as
defined in "The MS Dynamic Fund Allocation Index Family"), (v) SOFR (as defined in Condition 6.8),
(vi) SOFR Index (as defined in Condition 6.8), (vii) SONIA (as defined in Condition 6.9), (viii) SONIA
Index (as defined in Condition 6.9), (ix) STR (as defined in Condition 6.10, (x) STR Index (as defined
in Condition 6.10, (xi) SARON (as defined in Condition 6.11), (xii) SAION Index (as defined in
Condition 6.11), (xiii) TONA (as defined in Condition 6.12), (xiv) TONA Index (as defined in Condition
6.12) or (xv) one or more other specific indices or price sources or a combination of indices or price
sources.
EURIBOR is provided by the European Money Markets Institute ("EMMI"). As at the date of this Base
Prospectus, EMMI appears on the register of administrators and benchmarks established and maintained
by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of Regulation (EU)
2016/1011 of the European Parliament and of the Council on indices used as benchmarks in financial
instruments and financial contracts or to measure the performance of investment funds (the
"Benchmarks Regulation").
LIBOR is provided by the ICE Benchmark Administration Limited ("ICE"). As at the date of this Base
Prospectus, ICE does not appear on the register of administrators and benchmarks established and
maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation. As far as the Issuers are
aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that ICE is not
currently required to obtain authorisation or registration (or, if located outside the European Union,
recognition, endorsement or equivalence).
A CMS Reference Rate is a constant maturity swap rate, calculated on a fixed-to-floating basis by
reference to an underlying floating rate (the "Base Rate") that can in itself constitute a "benchmark" for
the purposes of the Benchmarks Regulation.
Each index within the MS Dynamic Fund Allocation Index Family is provided by MSI plc. As at the date
of this Base Prospectus, MSI plc does not appear on the register of administrators and benchmarks
established and maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation. As far as
the Issuers are aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such
that MSI plc is not currently required to obtain authorisation or registration (or, if located outside the
European Union, recognition, endorsement or equivalence).
SOFR and SOFR Index are provided by the Federal Reserve Bank of New York (the "New York Federal
Reserve"). As at the date of this Base Prospectus, the New York Federal Reserve does not appear on the
register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36
of the Benchmarks 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 Benchmarks Regulation.

iii

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 Benchmarks 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 Benchmarks 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 Benchmarks Regulation.
SARON and SAION Index are provided by SIX Financial Information 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 Benchmarks 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 Benchmarks Regulation. As far as the Issuers are aware, the transitional
provisions in Article 51 of the Benchmarks 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).
Similarly, any other index or price source by reference to which amounts payable under the Notes are
calculated may also constitute a "benchmark" for the purposes of the Benchmarks Regulation.
In cases where amounts payable under the Notes are calculated by reference to a CMS Reference Rate
or one or more other indices or price sources that is not one of LIBOR, EURIBOR, SOFR, SOFR Index,
SONIA, SONIA Index, STR, STR Index, SARON, SAION Index, TONA, TONA Index or an MS
Dynamic Fund Allocation Index Family index, the relevant Issue Terms will specify:
·
the name of each index or price source so referenced (including, in the case of a CMS
Reference Rate, the Base Rate);
·
the legal name of the administrator of each such index or price source; and
·
whether or not the legal name of the administrator of each such index or price source
appears on the register of administrators and benchmarks established and maintained
by ESMA pursuant to Article 36 of the Benchmarks Regulation at the date of the
relevant Issue Terms.
Not every index or price source will fall within the scope of the Benchmarks Regulation. Furthermore,
where an index or price source does fall within the scope of the Benchmarks Regulation, the transitional
provisions in Article 51 or the provision of Article 2 of the Benchmarks 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 Benchmarks 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
Notes 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 Notes are subject to the credit risk of the Issuer (and, if applicable, the
Guarantor). Investing in the Notes involves risks. Before purchasing the Notes, you should carefully
consider, in particular, "Risk Factors relating to the Notes" below.

iv

IMPORTANT NOTICES
Risk Warning
The Notes may not be a suitable investment for all investors
An investment in the Notes entails certain risks, which vary depending on the specification and type or
structure of the Notes.
Each potential investor should determine whether an investment in the Notes is appropriate in such
potential investor's particular circumstances. An investment in the Notes requires a thorough
understanding of the nature of the relevant transaction. Potential investors should be experienced with
respect to an investment in the Notes and be aware of the related risks.
An investment in the Notes 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 Notes 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 Notes will have on their overall investment portfolio;
·
understand thoroughly the terms of the Notes 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 Notes until the
maturity date of the Notes;
·
recognise that it may not be possible to dispose of the Notes 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 Notes 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 Notes unless such potential
investor has the expertise (either alone or with a financial and legal adviser) to evaluate how the Notes
will perform under changing conditions, the resulting effects on the value of the Notes 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 Notes.
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 Notes 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 Notes that are the subject of this Base
Prospectus and investors should make their own assessment as to the suitability of investing in

v

the Notes. 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 Notes or the quality and
solvency of any Issuer or the Guarantor; and
(ii)
the Luxembourg Stock Exchange pursuant to the appendices to the Rules and Regulations of
the Luxembourg Stock Exchange, to be admitted to trading on the Luxembourg Stock
Exchange's Euro MTF market and to the official list (the "Official List") of the Luxembourg
Stock Exchange. The Luxembourg Stock Exchange's Euro MTF market is not a regulated
market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council
on markets in financial instruments (as amended, "MiFID II") or Article 2(1)(13A) of
Regulation (EU) 600/2014 as it forms part of "retained EU law" as defined in the the EUWA.
Pursuant to Article 10(2) of Part 2 of the Rules and Regulations of the Luxembourg Stock
Exchange, every significant new factor relating to the information contained in this Base
Prospectus, which is capable of affecting the assessment of the Notes 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.
Application has been made for the Notes which are "Series A" Notes (including, for the avoidance of
doubt, "Series A" Notes that are Exempt Notes) to be admitted to listing on the Official List and, in the
case of "Series A" Notes that are not Exempt Notes, 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" Notes that are Exempt Notes, the Euro MTF Market of the
Luxembourg Stock Exchange, which is not a regulated market for the purposes of MiFID II, as specified
in the applicable Issue Terms.
Application may also be made for the Notes which are "Series A" Notes 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. Notes 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 Notes which are "Series
B" Notes 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 16 July 2022. 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 Notes or the Notes being admitted to trading on a regulated
market, whichever occurs later.
This Base Prospectus may be (i) registered in Switzerland with the reviewing body (Prüfstelle) SIX
Exchange Regulation AG or another reviewing body approved by the Swiss Financial Market
Supervisory Authority FINMA as a foreign prospectus that is also deemed to be approved in Switzerland
pursuant to Article 54(2) of the Swiss Federal Act on Financial Services ("FinSA") for inclusion on the
list of approved prospectus pursuant to Article 64(5) FinSA, (ii) deposited with this reviewing body and
(iii) published pursuant to Article 64 FinSA.
Secured Overnight Financing Rate
As further described under "Risk Factors Relating to the Notes" below, the interest rate on the Notes may
be determined by reference to (i) SOFR (as defined in the Terms and Conditions of the Notes) or (ii), in
certain circumstances, either a Fallback Term SOFR or Fallback Compounded SOFR (each as defined
in the Terms and Conditions of the Notes).
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

vi

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

vii

REGULATION S UNDER THE SECURITIES ACT). SEE "SUBSCRIPTION AND SALE" AND
"NO OWNERSHIP BY U.S. PERSONS".
For payments in respect of a Note issued by Morgan Stanley or MSFL, in order to avoid U.S.
withholding taxes, the beneficial owner of the Note that is not a United States person (or a financial
institution holding the Note on behalf of the beneficial owner that is not a United States person) is
required under current law to comply with certain tax identification and certification
requirements, generally by furnishing the appropriate U.S. Internal Revenue Service Form W-
8BEN or W-8BEN-E on which the beneficial owner certifies under penalty of perjury that it is not
a United States person. Certain tax identification and certification requirements apply as well to
holders of Notes of all Issuers with respect to "FATCA" as more fully described under "United
States Federal Taxation".
Each investor must comply with all applicable laws and regulations in each country or jurisdiction
in or from which the investor purchases, offers, sells or delivers the Notes 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 NOTES 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 Notes do not constitute a participation in a collective investment scheme within the meaning
of the Swiss Federal Act on Collective Investment Schemes ("CISA"). The Notes are neither subject
to the authorisation nor to the supervision by the Swiss Financial Market Supervisory Authority FINMA
("FINMA") and investors do not benefit from the specific investor protection provided under the CISA.
Investors should be aware that they are exposed to the credit risk of the relevant Issuer and, if applicable,
of the Guarantor.
MIFID II product governance/target market
The Issue Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (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 Notes (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 Notes is a manufacturer in respect of such Notes, 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 Notes may include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Notes and which channels
for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (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 Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.

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A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any dealer subscribing for any Notes is a manufacturer in respect of such
Notes, 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 Notes
includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes 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 Notes 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 Notes or otherwise making them available
to retail investors in the EEA has been or will be prepared and therefore offering or selling the Notes 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 Notes
includes a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person
who is one (or more) of:
(A) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
"retained EU law", as defined in the EUWA; or
(B) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000
("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of "retained EU law", as defined in the EUWA; or
(C) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of
"retained EU law", as defined in the EUWA.
Consequently, if the Issue Terms in respect of any Notes include a legend entitled "Prohibition of Sales
to UK Retail Investors", no key information document required by Regulation (EU) No 1286/2014 as it
forms part of "retained EU law", as defined in the EUWA (the "UK PRIIPs Regulation") for offering
or selling the Notes or otherwise making them available to retail investors in the UK has been or will be
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
No or limited secondary market
Potential investors should be willing to hold the Notes until maturity. The nature and extent of
any secondary market in the Notes cannot be predicted and there may be little or no secondary
market in the Notes. If MSI plc or other affiliate of the Issuer does make a market for the Notes,
it may cease to do so at any time.

ix

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

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