Bond Morgan Stanley Global PLC 5.15% ( GB00BZVR0825 ) in GBP

Issuer Morgan Stanley Global PLC
Market price refresh price now   100 %  ▲ 
Country  United Kingdom
ISIN code  GB00BZVR0825 ( in GBP )
Interest rate 5.15% per year ( payment 1 time a year)
Maturity 12/01/2029



Prospectus brochure of the bond Morgan Stanley International PLC GB00BZVR0825 en GBP 5.15%, maturity 12/01/2029


Minimal amount 1 GBP
Total amount 400 000 GBP
Next Coupon 12/01/2027 ( In 318 days )
Detailed description 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.

The Bond issued by Morgan Stanley Global PLC ( United Kingdom ) , in GBP, with the ISIN code GB00BZVR0825, pays a coupon of 5.15% per year.
The coupons are paid 1 time per year and the Bond maturity is 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
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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
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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
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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
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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:
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"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
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