Obbligazione Morgan Stanley Nederland 0% ( XS0630522646 ) in RUB

Morgan Stanley Nederland

100 RUB ▲

Paesi Bassi

XS0630522646 ( in RUB )

25/05/2012 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Morgan Stanley B.V XS0630522646 in RUB 0%, scaduta

2 500 000 RUB

100 000 000 RUB

Morgan Stanley B.V. è una filiale olandese di Morgan Stanley, operante principalmente nel settore dei servizi finanziari, inclusi investimenti bancari, gestione patrimoniale e trading.

The Obbligazione issued by Morgan Stanley Nederland ( Netherlands ) , in RUB, with the ISIN code XS0630522646, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 25/05/2012

BASE PROSPECTUS FOR NOTES, WARRANTS AND CERTIFICATES

7 June 2012

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 (JERSEY) LIMITED
as issuer
(incorporated with limited liability in Jersey, Channel Islands)
MORGAN STANLEY B.V.
as issuer
(incorporated with limited liability in The Netherlands)
Program for the
Issuance of Notes, Series A and B, Warrants and Certificates
Under the program (the "Program") described in this base prospectus (the "Base Prospectus"), Morgan Stanley
("Morgan Stanley"), Morgan Stanley & Co. International plc ("MSI plc" or "MSIP"), Morgan Stanley (Jersey)
Limited ("Morgan Stanley Jersey" or "MSJ") and Morgan Stanley B.V. ("MSBV") or any of Morgan Stanley's
subsidiaries that accedes to the Program (each, an "Additional Issuer" and, together with Morgan Stanley, MSI
plc, Morgan Stanley Jersey and MSBV, the "Issuers" and each, an "Issuer") may offer from time to time Series
A Notes and Series B Notes (together, the "Notes"), Warrants (the "Warrants") and Certificates (the
"Certificates"). Notes, Warrants and Certificates shall be referred to collectively as "Program Securities" in
this Base Prospectus. Each Additional Issuer shall prepare a base prospectus in conjunction with any accession to
the Program.
References herein to "this Base Prospectus" shall, where applicable, be deemed to be references to this Base
Prospectus as supplemented or amended from time to time. To the extent not set forth in this Base Prospectus,
the specific terms of any Program Securities will be included in the appropriate Final Terms.
The payment of all amounts due in respect of Program Securities issued by Morgan Stanley Jersey, MSBV or an
Additional Issuer will, unless specified otherwise in the appropriate Final Terms or, in the case of an Additional
Issuer, in the accession agreement pursuant to which such Additional Issuer accedes to the Program, be
unconditionally and irrevocably guaranteed by Morgan Stanley (in such capacity, the "Guarantor") pursuant to
a guarantee dated as of 19 June 2008. Payment of amounts due in respect of Notes, Warrants and Certificates
issued by MSI plc is not guaranteed by Morgan Stanley.
Each Issuer is offering the Program Securities on a continuing basis through Morgan Stanley & Co. International
plc and Morgan Stanley & Co. LLC (the "Distribution Agents"), who have agreed to use reasonable efforts to
solicit offers to purchase the Program Securities. Each Issuer may also sell Program Securities to the
Distribution Agents as principal for their own accounts at a price to be agreed upon at the time of sale. The
Distribution Agents may resell any Program Securities they purchase as principal at prevailing market prices, or
at other prices, as they determine. Each Issuer or the Distribution Agents may reject any offer to purchase
Program Securities, in whole or in part. See "Subscription and Sale" beginning on page 372.
Any person (an "Investor") intending to acquire or acquiring any securities from any person (an
"Offeror") should be aware that, in the context of an offer to the public as defined in section 102B of the
Financial Services and Markets Act 2000 ("FSMA"), the Issuer may be responsible to the Investor for the
Base Prospectus under section 90 of FSMA only if the Issuer has authorised that Offeror to make the offer
to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by the Issuer.
If the Offeror is not authorised by the Issuer, the Investor should check with the Offeror whether anyone
is responsible for the Base Prospectus for the purposes of section 90 of FSMA in the context of the offer to
the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the
Base Prospectus and/or who is responsible for its contents it should take legal advice.
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An Investor intending to acquire or acquiring any securities from an Offeror will do so, and offers and
sales of the securities to an Investor by an Offeror will be made, in accordance with any terms and other
arrangements in place between such Offeror and such Investor including as to price, allocations and
settlement arrangements. The Issuer will not be a party to any such arrangements with Investors (other
than Distribution Agents) in connection with the offer or sale of the securities and, accordingly, this Base
Prospectus and any Final Terms will not contain such information and an Investor must obtain such
information from the Offeror. Information in relation to an offer to the public will be made available at
the time such sub-offer is made, and such information will also be provided by the relevant Offeror.
This Base Prospectus has been approved by (i) the Financial Services Authority (the "FSA") in its capacity as
United Kingdom competent authority for the purposes of Directive 2003/71/EC (the "Prospectus Directive")
and relevant implementing measures in the United Kingdom as a base prospectus issued in compliance with the
Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving
information with regard to the issue of Program Securities under the Program issued by Morgan Stanley, MSI
plc, Morgan Stanley Jersey and MSBV, as applicable and (ii) the SIX Swiss Exchange (the "SIX Swiss
Exchange") pursuant to points 14 et seq. of the directive of the SIX Swiss Exchange on the listing of notes for
the purpose of giving certain information with regard to the Issuers, the Terms and Conditions applying to the
Program Securities and certain other issues in connection with the issuance of Program Securities under the
Program, in each case within 12 months following the date of this document.
Applications have been made for the Series A Notes, the Warrants and the Certificates to be (i) admitted to
listing on the Official List of the FSA and to trading on the Regulated Market of the London Stock Exchange plc
(the "London Stock Exchange"), which is a regulated market for the purpose of Directive 2004/39/EC and (ii)
(other than in relation to Notes, Warrants or Certificates issued by Morgan Stanley Jersey) admitted to listing on
the main segment of the SIX Swiss Exchange and to trading on SCOACH AG, in each case during the period
from and including the date hereof up to but excluding 7 June 2013. The Series B Notes will not be admitted to
listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system.
Program Securities may or may not be rated. Any credit rating applied for in relation to an issue of Program
Securities will be specified in the applicable Final Terms. Whether or not such credit ratings applied for will be
issued by a credit rating agency established in the European Union and registered under Regulation 1060/2009 of
the European Parliament and of the Council of 16 September 2009 on credit rating agencies (the "CRA
Regulation") will be disclosed in the Final Terms. In general, European regulated investors are restricted from
using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the
European Economic Area ("EEA") and registered under the CRA Regulation unless (1) the rating is provided by
a credit rating agency operating in the EEA before 7 June 2010 which has submitted an application for
registration in accordance with the CRA Regulation and such registration has not been refused, or (2) the rating
is provided by a credit rating agency not established in the EEA but is endorsed by a credit rating agency
established in the EEA and registered under the CRA Regulation or (3) the rating is provided by a credit rating
agency not established in the EEA which is certified under the CRA Regulation. This Base Prospectus includes
details of the long-term and short-term credit ratings assigned to Morgan Stanley by Dominion Bond Rating
Service, Inc. ("DBRS"), Fitch, Inc., ("Fitch") Moody's Investors Service, Inc. ("Moody's"), Ratings and
Investment Information Inc., and Standard & Poor's Financial Services LLC through its business unit Standard &
Poors Ratings Services ("S&P"). See "Incorporation by Reference" beginning on page 23.
The Morgan Stanley base prospectus (the "Morgan Stanley Base Prospectus") will comprise this base
prospectus with the exception of (A) the information in the section entitled (i) Summary - MSIP, (ii) Summary -
MSJ, (iii) Summary - MSBV (iv) Jersey Taxation and (v) Netherlands Taxation (B) information incorporated by
reference herein from the Registration Document entitled (i) Description of Morgan Stanley & Co. International
plc at pages 63-68 of the Registration Document, (ii) Selected Financial Information of Morgan Stanley & Co.
International plc at pages 69-71 of the Registration Document, (iii) Description of Morgan Stanley (Jersey)
Limited at pages 72-74 of the Registration Document and (iv) Description of Morgan Stanley B.V. at pages 75-
77 of the Registration Document and (C) items 7-12 incorporated by reference herein in the section
"Incorporation by Reference" at pages 23-29 hereof.
The MSI plc base prospectus (the "MSI plc Base Prospectus") will comprise this base prospectus with the
exception of (A) the information in sections entitled (i) Summary - Morgan Stanley, (ii) Summary - MSJ, (iii)
Summary MSBV, (iv) Key Features of the New York Law Notes, (v) Description of New York Law Notes,
(vi) Pro Forma Final Terms of the New York Law Notes, (vii) Jersey Taxation and (viii) Netherlands Taxation
(B) information incorporated by reference herein from the Registration Document entitled (i) Description of
Morgan Stanley at pages 24-55 of the Registration Document, (ii) Selected Financial Information of Morgan
Stanley at pages 56-62 of the Registration Document (iii) Description of Morgan Stanley (Jersey) Limited at
pages 72-74 of the Registration Document, (iv) Description of Morgan Stanley B.V. at pages 75-77 of the
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Registration Document and (v) Subsidiaries of Morgan Stanley at pages 78-107 of the Registration Document
and (C) items 2-6, 9-12 and 20-26 incorporated by reference herein in the section "Incorporation by Reference"
at pages 23-29 hereof.
The Morgan Stanley Jersey base prospectus (the "Morgan Stanley Jersey Base Prospectus") will comprise this
base prospectus with the exception of (A) the information in sections entitled (i) Summary - MSI plc, (ii)
Summary MSBV, (iii) Key Features of the New York Law Notes, (iv) Description of New York Law Notes,
(v) Pro Forma Final Terms of the New York Law Notes and (vi) Netherlands Taxation, (B) information
incorporated by reference herein from the Registration Document entitled (i) Description of Morgan Stanley &
Co. International plc at pages 63-68 of the Registration Document, (ii) Selected Financial Information of Morgan
Stanley & Co. International plc at pages 69-71 of the Registration Document and (iii) Description of Morgan
Stanley B.V. at pages 75-77 of the Registration Document and (C) items 7-8 and items 11-12 incorporated by
reference herein in the section "Incorporation by Reference" at pages 23-29 hereof.
The MSBV base prospectus (the "MSBV Base Prospectus") will comprise this base prospectus with the
exception of (A) the information in sections entitled (i) Summary - MSI plc, (ii) Summary - Morgan Stanley
Jersey, (iii) Key Features of the New York Law Notes, (iv) Description of New York Law Notes, (v) Pro Forma
Final Terms of the New York Law Notes and (vi) Jersey Taxation (B) information incorporated by reference
herein from the Registration Document entitled (i) Description of Morgan Stanley & Co. International plc at
pages 63-68 of the Registration Document, (ii) Selected Financial Information of Morgan Stanley & Co.
International plc at pages 69-71 of the Registration Document and (iii) Description of Morgan Stanley (Jersey)
Limited at pages 72-74 of the Registration Document and (C) items 7-10 incorporated by reference herein in the
section "Incorporation by Reference" at pages 23-29 hereof.
The aggregate principal amount of Notes outstanding issued under the Program shall not at any time exceed
U.S.$55,000,000,000.
The Notes will be governed by either the laws of the State of New York ("New York Law Notes") or the laws
of England and Wales ("English Law Notes"), as specified in the applicable Final Terms. MSI plc, Morgan
Stanley Jersey, MSBV and each Additional Issuer may issue English Law Notes, but shall not issue New York
Law Notes.
The Warrants and Certificates will be governed by the laws of England and Wales.
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.
The Program Securities may not be a suitable investment for all investors
An investment in the Program Securities entails certain risks, which vary depending on the specification and type
or structure of the Program Securities.
Each potential investor should determine whether an investment in the Program Securities is appropriate in its
particular circumstances. An investment in the Program Securities requires a thorough understanding of the
nature of the relevant transaction. Potential investors should be experienced with respect to an investment in the
Program Securities and be aware of the related risks.
An investment in the Program 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 Program Securities and the information contained 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 Program
Securities will have on their overall investment portfolio;
·
understand thoroughly the terms of the Program Securities and are familiar with the behaviour of the
Relevant Underlying or Relevant Factor as applicable and financial markets;
·
are capable of bearing the economic risk of an investment in the Program Securities until the maturity
date of the Notes or exercise date of the Warrants or Certificates;
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·
recognise that it may not be possible to dispose of the Program Securities for a substantial period of
time, if at all before the maturity date; and
·
are familiar with the behaviour of the Relevant Underlying or Relevant Factor, as applicable 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 its investment
and its ability to bear the applicable risks.
The Program 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 the Program Securities unless it has the
expertise (either alone or with a financial and legal adviser) to evaluate how the Program Securities will perform
under changing conditions, the resulting effects on the value of the Program Securities and the impact this
investment will have on the potential investor's overall investment portfolio. Each Issuer, and MSI plc and/or
Morgan Stanley & Co LLC as Distribution Agents, disclaim 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 Program Securities.
Investing in the Program Securities involves risks. See "Risk Factors Relating to the Program Securities "
beginning on page 6 of this Base Prospectus.
THE PROGRAM SECURITIES 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 IN THE UNITED STATES, AND ARE SUBJECT TO U.S. TAX
LAW REQUIREMENTS. THE PROGRAM SECURITIES MAY NOT BE OFFERED, SOLD OR
DELIVERED AT ANY TIME, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR
TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN EITHER
REGULATION S UNDER THE SECURITIES ACT OR, IN THE CASE OF PROGARM SECURITIES
ISSUED IN FOREIGN-TARGETED REGISTERED OBLIGATION ("FTRO") FORM, THE UNITED
STATES INTERNAL REVENUE CODE). SEE "SUBSCRIPTION AND SALE" AND "NO OWNERSHIP
BY U.S. PERSONS".
For payments by Morgan Stanley in respect of a Program Security, other than a Note issued in
accordance with FTRO procedures (an "FTRO Note"), in order to avoid U.S. withholding taxes, the
beneficial owner of the Program Security (or a financial institution holding the Program Security on
behalf of the beneficial owner) is required under current law to furnish the U.S. Internal Revenue Service
Form W-8BEN on which the beneficial owner certifies under penalties of perjury that it is not a U.S.
person. For payments by Morgan Stanley in respect of an FTRO Note, in lieu of furnishing the Form
W-8BEN, certain financial institutions that receive payments on a FTRO Note may furnish an "Annual
FTRO Ownership Certificate," as described in the section below entitled "United States Federal
Taxation", in order to avoid United States withholding taxes.
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 Program Securities or has in the investor's
possession or distributes this Base Prospectus or any accompanying Final Terms.
This Base Prospectus includes details of the long-term and short-term credit ratings assigned to Morgan
Stanley by DBRS, Inc. ("DBRS"), Fitch, Inc., ("Fitch") Moody's Investors Service, Inc. ("Moody's"),
Ratings and Investment Information Inc., and Standard & Poors Financial Services LLC through its
business unit Standard & Poors Ratings Services ("S&P").
DBRS is not established in the European Economic Area but the ratings it has assigned to Morgan Stanley
may be endorsed by DBRS Ratings Limited, a rating agency established in the European Economic Area
and registered under Regulation 1060/2009 of the European Parliament and of the Council of 16
September 2009 on credit rating agencies, as amended (the "CRA Regulation") by the relevant competent
authority.
Fitch is not established in the European Economic Area but the rating it has assigned to Morgan Stanley
is endorsed by Fitch Ratings Limited, a rating established in the European Economic Area and registered
under the CRA Regulation by the relevant competent authority.
Moody's is not established in the European Economic Area but the rating it has assigned to Morgan
Stanley is endorsed by Moody's Investors Service Limited and Moody's Deutschland GmbH, both rating
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agencies established in the European Economic Area and registered under the CRA Regulation by the
relevant competent authorities.
Ratings and Investment Information Inc. is not incorporated in the European Economic Area and is not
registered under the CRA Regulation in the EU.
S&P is not established in the European Economic Area but the rating it has assigned to Morgan Stanley is,
with effect from 9 April 2012, endorsed by Standard & Poors Credit Market Services Europe Limited, a
rating agency established in the European Economic Area and registered under the CRA Regulation by
the relevant competent authority.
THE PROGRAM SECURITIES ARE NOT BANK DEPOSITS AND ARE NOT INSURED BY THE U.S.
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY, NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK.
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Morgan Stanley accepts responsibility for information contained in the Morgan Stanley Base
Prospectus and the information relating to itself and to its guarantee of the obligations of Morgan
Stanley Jersey and MSBV contained in the MSJ Base Prospectus and the MSBV Base Prospectus
respectively. MSI plc accepts responsibility for information contained in the MSI plc Base
Prospectus. Morgan Stanley Jersey accepts responsibility for information contained in the Morgan
Stanley Jersey Base Prospectus. MSBV accepts responsibility for information contained in the
MSBV Base Prospectus. To the best of the knowledge and belief of each of Morgan Stanley, MSI
plc, Morgan Stanley Jersey and MSBV (each of which has taken all reasonable care to ensure that
such is the case), the information for which it accepts responsibility as aforesaid is in accordance
with the facts and does not omit anything likely to affect the import of such information.
The previous paragraph should be read in conjunction with paragraph 5 on page (i) of this Base
Prospectus, paragraph 5 on page (ii) and paragraphs 1-3 on page (iii) of this Base Prospectus.
No person has been authorised by any of Morgan Stanley, MSI plc, Morgan Stanley Jersey or
MSBV to give any information or to make any representation not contained or incorporated by
reference in this Base Prospectus, and, if given or made, that information or representation should
not be relied upon as having been authorised by Morgan Stanley, MSI plc, Morgan Stanley Jersey
or MSBV. Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any
Program Securities will, in any circumstances, create any implication that the information
contained in this Base Prospectus is true subsequent to the date hereof or the date upon which this
Base Prospectus has been most recently amended or supplemented or that there has been no
adverse change in the financial situation of any of Morgan Stanley, MSI plc, Morgan Stanley Jersey
or MSBV since the date hereof or, as the case may be, the date upon which this Base Prospectus has
been most recently amended or supplemented or the balance sheet date of the most recent financial
statements which have been incorporated into this Base Prospectus by way of a supplement to this
Base Prospectus, or that any other information supplied from time to time is correct at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same. Investors should review, inter alia, the most recent financial statements of
Morgan Stanley, MSI plc, Morgan Stanley Jersey and/or MSBV (as applicable) when evaluating
any Program Securities or an investment therein (such financial statements shall not form a part of
this Base Prospectus unless they have been expressly incorporated herein, including by way of a
supplement to this Base Prospectus).
The distribution of this Base Prospectus and the offering, sale and delivery of Program Securities in
certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus
comes are required by Morgan Stanley, MSI plc, Morgan Stanley Jersey and MSBV to inform
themselves about and to observe those restrictions.
Subject to the relevant Final Terms, the Issuers do not intend to provide post-issuance information
in respect of the Program Securities.
This Base Prospectus should be read and construed with any amendment or supplement thereto
and with any other documents incorporated by reference therein.
This Base Prospectus does not constitute an offer of or an invitation to subscribe for or purchase
any Program Securities and should not be considered as a recommendation by any of Morgan
Stanley, MSI plc, Morgan Stanley Jersey or MSBV that any recipient of this Base Prospectus
should subscribe for or purchase any Program Securities. Each recipient of this Base Prospectus
will be taken to have made its own investigation and appraisal of the condition (financial or
otherwise) of Morgan Stanley, MSI plc, Morgan Stanley Jersey or MSBV (as applicable) and of the
particular terms of any offered Program Securities.
Neither this Base Prospectus nor any Final Terms may be used for the purpose of an offer or
solicitation by anyone in any jurisdiction in which that offer or solicitation is not authorised or to
any person to whom it is unlawful to make such an offer or solicitation.
The Program Securities do not qualify as units of a collective investment scheme according to the
relevant provisions of the Swiss Federal Act on Collective Investments Scheme ("CISA"), as
amended, and are not registered thereunder. Therefore, the Program Securities are neither
governed by the CISA or supervised by the Swiss Financial Market Supervisory Authority
("FINMA"). Accordingly, investors do not have the benefit of the specific investor protection
provided under the CISA.
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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, and all references to "euro", "" and "EUR" are to the single currency introduced at the
start of the third stage of the European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended (the "Treaty").
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 CONNECTION WITH THE ISSUE OF ANY TRANCHE OF PROGRAM SECURITIES
UNDER THE PROGRAM, ANY DISTRIBUTION AGENT OR ANY OTHER AGENT
SPECIFIED FOR THAT PURPOSE IN THE APPLICABLE FINAL TERMS AS THE
STABILISING MANAGER (OR ANY PERSON ACTING FOR THE STABILISING MANAGER)
MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF ANY OF THE SECURITIES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD. HOWEVER, THERE IS
NO ASSURANCE THAT THE STABILISING MANAGER (OR ANY AGENT OF THE
STABILISING MANAGER) WILL UNDERTAKE STABILISING ACTION. 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 PROGRAM SECURITIES IS MADE AND, IF COMMENCED, MAY BE DISCONTINUED
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 PROGRAM
SECURITIES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT
TRANCHE OF PROGRAM SECURITIES. ANY STABILISING ACTION OR
OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING MANAGER (OR ANY
PERSON ACTING FOR THE STABILISING MANAGER) IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND RULES.
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CONTENTS

Page
SUMMARY ................................................................................................................................................. 1
RISK FACTORS RELATING TO THE PROGRAM SECURITIES .......................................................... 6
WHERE THE INVESTOR CAN FIND MORE INFORMATION ABOUT MORGAN STANLEY ....... 21
INCORPORATION BY REFERENCE ..................................................................................................... 22
KEY FEATURES OF THE NEW YORK LAW NOTES .......................................................................... 29
KEY FEATURES OF THE ENGLISH LAW NOTES .............................................................................. 34
KEY FEATURES OF THE WARRANTS AND CERTIFICATES .......................................................... 40
DESCRIPTION OF THE NEW YORK LAW NOTES ............................................................................. 44
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES ........................................................... 73
PRO FORMA FINAL TERMS FOR THE NEW YORK LAW NOTES................................................. 164
PRO FORMA FINAL TERMS FOR THE ENGLISH LAW NOTES ..................................................... 173
FORMS OF NOTES ................................................................................................................................ 207
SUMMARY OF PROVISIONS RELATING TO THE ENGLISH LAW NOTES WHILE IN GLOBAL
FORM....................................................................................................................................................... 212
TERMS AND CONDITIONS OF THE WARRANTS AND CERTIFICATES...................................... 218
PRO FORMA FINAL TERMS FOR WARRANTS AND CERTIFICATES .......................................... 296
FORMS OF WARRANTS AND CERTIFICATES ................................................................................. 316
SUMMARY OF PROVISIONS RELATING TO THE WARRANTS AND CERTIFICATES WHILE IN
GLOBAL FORM ..................................................................................................................................... 319
BENEFIT PLAN INVESTORS ............................................................................................................... 325
UNITED STATES FEDERAL TAXATION ........................................................................................... 326
UNITED KINGDOM TAXATION ......................................................................................................... 331
JERSEY TAXATION .............................................................................................................................. 334
NETHERLANDS TAXATION ............................................................................................................... 336
AUSTRIAN TAXATION ........................................................................................................................ 339
DANISH TAXATION ............................................................................................................................. 343
GERMAN TAXATION ........................................................................................................................... 346
ITALIAN TAXATION ............................................................................................................................ 350
SPANISH TAXATION ............................................................................................................................ 353
FINNISH TAXATION ............................................................................................................................. 358
SWEDISH TAXATION ........................................................................................................................... 359
NORWEGIAN TAXATION .................................................................................................................... 360
SWISS TAXATION ................................................................................................................................. 362
PORTUGUESE TAXATION .................................................................................................................. 365
FRENCH TAXATION ............................................................................................................................. 367
EUROPEAN UNION SAVINGS DIRECTIVE ....................................................................................... 368
SUBSCRIPTION AND SALE ................................................................................................................. 369
NO OWNERSHIP BY U.S. PERSONS ................................................................................................... 379
FORM OF GUARANTEE ....................................................................................................................... 380
GENERAL INFORMATION .................................................................................................................. 382
INDEX OF DEFINED TERMS ............................................................................................................... 385
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SUMMARY
This summary has been prepared in accordance with Article 5(2) of Directive 2003/71/EC (the
"Prospectus Directive") and must be read as an introduction to the Base Prospectus relating to the
Program Securities. Any decision to invest in any Program Securities should be based on a
consideration of the relevant Base Prospectus as a whole, including the documents incorporated by
reference. Following implementation of the relevant provisions of the Prospectus Directive in a Member
State of the European Economic Area, no civil liability will attach to the Issuer or the Guarantor (as
applicable) solely on the basis of the summary, including any translation thereof, unless it is misleading,
inaccurate or inconsistent when read together with the other parts of the relevant Base Prospectus.
Where a claim relating to the information contained in the relevant Base Prospectus is brought before a
court in a Member State of the European Economic Area, the plaintiff may, under the national legislation
of the Member State where the claim is brought, be required to bear the costs of translating the relevant
Base Prospectus before the legal proceedings are initiated.
Words and expressions defined in the "Terms and Conditions of the English Law Notes" below or
elsewhere in this Base Prospectus have the same meanings in this summary.
Morgan Stanley was incorporated under the laws of the State of Delaware in 1981. In September 2008,
it became a bank holding company and a financial holding company. Its directors are James P. Gorman,
Roy J. Bostock, Erskine B. Bowles, Howard J. Davies, Masaaki Tanaka, C. Robert Kidder, Klaus
Kleinfeld, Donald T. Nicolaisen, Hutham S. Olayan, James W. Owens, O. Griffith Sexton, Ryosuke
Tamakoshi and Laura D. Tyson.
Morgan Stanley is a global financial services firm that, through its subsidiaries and affiliates, provides its
products and services to a large and diversified group of clients and customers, including corporations,
governments, financial institutions and individuals. It maintains significant market positions in each of its
business segments -- Institutional Securities, Global Wealth Management Group and Asset Management.
It is the ultimate parent undertaking of MSIP, MSJ and MSBV.
At 31 December 2011, Morgan Stanley had 61,899 employees worldwide. Its auditors are Deloitte &
Touche LLP.
Its issued share capital at 31 December 2011 comprised 1,989,377,171 ordinary shares of nominal value
U.S.$0.01.
As of 31 December 2011, Morgan Stanley's total assets were U.S.$749,898 million and total liabilities
U.S.$679,820 million. As of 31 December 2010, Morgan Stanley's total assets were U.S.$807,698 million
and total liabilities U.S.$742,291 million.
The following entities beneficially own more than 5 per cent of Morgan Stanley's common stock:
Mitsubishi UFJ Financial Group, Inc. (22.0%); State Street Bank and Trust Company (8.4%) and China
Investment Corporation (7.6%).
Morgan Stanley & Co. International plc ("MSIP") was incorporated in England and Wales in 1986 as
a company limited by shares and re-registered as a public limited company in 2007. Its directors are P.
Bailas, C. Bryce, C. Kelleher, F. Petitgas, I. Plenderleith, R. Rooney, D. Russell and C. Woodman.
Its principal activity is the provision of financial services to corporations, governments and financial
institutions. Its auditors are Deloitte LLP.
As at 31 December 2011, its issued share capital comprised 6,884,105,148 ordinary shares of nominal
value U.S.$1.00; 17,615,107 ordinary shares of nominal value GBP1.00, 1,500,000,000 Class A ordinary
shares of nominal value U.S.$1.00, 50,000,000 Class C non-cumulative preference shares of nominal
value U.S.$1.00 and 1,000,000,000 Class D1 non-cumulative preference shares of nominal value
U.S.$0.40
As of 31 December 2011, its total assets were U.S.$575,585 million and total liabilities U.S.$562,107. As
of 31 December 2010, its total assets were U.S.$508,935 million and total liabilities U.S.$499,804
million.
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Morgan Stanley (Jersey) Limited ("MSJ") was incorporated in Jersey, Channel Islands in 1986 as a
company with unlimited corporate capacity. Its directors are H. Herrmann and E.O. Alby. It has no
employees or subsidiaries. Its auditors are Deloitte LLP.
MSJ's business primarily consists of issuing financial instruments and hedging its obligations. At 31
December 2011, its issued share capital equated to U.S.$14,000 comprising of 10,000 GBP denominated
ordinary shares of no par value.
MSJ's profit or loss before tax for the financial years ended 31 December 2010 and 31 December 2011
was nil and nil respectively. Total assets decreased from U.S.$1,053,701,000 as at 31 December 2010 to
U.S.$704,726,000 as at 31 December 2011, with total liabilities decreasing from U.S.$1,053,245,000 as
at 31 December 2010 to US$704,270,000 as at 31 December 2011.
Morgan Stanley B.V. ("MSBV") was incorporated in The Netherlands in 2001 as a private company
with limited liability. Its directors are H. Herrmann, P.J.G de Reus, R.H.L. de Groot, Z. Wu and TMF
Management B.V. It has no employees or subsidiaries. Its auditors are Deloitte Accountants B.V.
MSBV's issued share capital comprises 150,180 ordinary shares of nominal value EUR100.
The profit after tax for the financial years ended 31 December 2011 and 31 December 2010 was
EUR3,026,000 and EUR1,638,000 respectively. The profit before tax for the financial years ended 31
December 2011 and 31 December 2010 was EUR4,020,000 and EUR2,188,000 respectively. The total
assets of MSBV decreased from EUR5,494,136,000 at 31 December 2010 to EUR4,187,365,000 at 31
December 2011, with total liabilities decreasing from EUR5,465,943,000 at 31 December 2010 to
EUR4,170,543,000 at 31 December 2011.
Archimedes Investments Cooperative U.A., (a group company) holds the majority of shares in MSBV.
Morgan Stanley International Holding Inc and Morgan Stanley International Limited each holds one share.
Risks
Morgan Stanley
The factors set out below should not be regarded as a complete statement of all potential risks and
uncertainties which face Morgan Stanley's business.
Liquidity and funding risk: Morgan Stanley is subject to the risk of being unable to finance its operations
due to a loss of access to the capital markets or the secured lending markets. Its ability to raise funding
could be impaired by factors it cannot control, such as disruption of the financial markets or negative
views about the financial services industry (including concerns regarding the European sovereign debt
crisis), or if lenders develop a negative perception of Morgan Stanley's financial prospects. If unable to
raise funding as described above, it would likely need to finance or liquidate unencumbered assets, and
could be adversely affected if it was unable to sell some of its assets, or was only able to sell assets at a
discount from market value.
Continued uncertainty over the ability of certain European Union member states to service their sovereign
debt obligations and further disruption of the U.S., international and global markets could adversely affect
Morgan Stanley's liquidity and financial condition.
Morgan Stanley's borrowing costs and access to the debt capital markets depend significantly on its credit
ratings, which can also have a significant impact on certain trading revenues. In the event of a credit
ratings downgrade, Morgan Stanley may be required to provide additional collateral to certain
counterparties, exchanges and clearing organizations. The rating agencies are continuing to monitor
certain factors that are important to the determination of Morgan Stanley's ratings including governance,
the level and quality of earnings, capital adequacy, funding and liquidity, risk appetite and management,
asset quality, strategic direction, business mix and industry-wide factors, and it is possible that they could
downgrade its ratings and those of similar institutions.
Morgan Stanley depends on payments from its subsidiaries to fund payments on its obligations, and
regulatory and other legal restrictions may limit its ability to access funds that it may need to make
payments on its obligations.
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