Obligation Morgan Stanleigh 0% ( SE0010297473 ) en SEK

Morgan Stanleigh

100 % ⇌

Etats-unis

SE0010297473 ( en SEK )

04/09/2017 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley SE0010297473 en SEK 0%, échue

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'obligation Morgan Stanley (ISIN : SE0010297473), émise aux États-Unis en SEK, à un taux d'intérêt de 0%, arrivée à maturité le 04/09/2017, a été intégralement remboursée à son prix nominal de 100%.

BASE PROSPECTUS FOR NOTES DATED 10 OCTOBER 2017
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 5.4 of
Directive 2003/71/EC, as amended (the "Prospectus Directive") for the purpose of the offering of
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 web-site 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 Final Terms (described below) relating to that Tranche of Notes.
This Base Prospectus shall supersede and replace entirely the Base Prospectus dated 21 October 2016.
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 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.
i

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) and the
applicable provisions of the Additional Terms and Conditions (set out in the section entitled "Part 2:
Additional Terms and Conditions" below) as completed by the applicable Final 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 and Drawdown Prospectuses
A "final terms" document (the "Final Terms") or a Drawdown Prospectus will be prepared in respect
of each Tranche of Notes. The Final Terms will complete the General Terms and Conditions and
specify the Additional Terms and Conditions, if any, applicable in relation to such 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 and the
Drawdown Prospectus therefore contain vital information in regard to the Notes. The Final Terms and
the Drawdown Prospectus will be available on the web-site of the Luxembourg Stock Exchange
(www.bourse.lu).
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 Final 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 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.
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 and 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. The Relevant Underlying(s) (if any) in
relation to any Notes will be set out in the Final Terms or Drawdown Prospectuses applicable to such
Notes.
Noteholders will have no beneficial interest in any Relevant Underlyings.
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" below.
ii

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 (as defined below) 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.
Investing in the Notes involves risks. See the section entitled "Risk Factors Relating to the Notes"
below.
Important US 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
iii

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 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 Final 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.
Important EEA Retail Investors
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Notes are not intended, from 1 January 2018, to be offered, sold or
otherwise made available to and, with effect from such date, should not be offered, sold or
otherwise made available to any retail investor in the 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 ("MiFID
II");
(B)
a customer within the meaning of Directive 2002/92/EC (the "IMD"), 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 Directive.
Consequently no key information document required by Regulation (EU) No 1286/2014 (the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to
retail investors in the EEA has been 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.
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 Morgan Stanley & Co. International plc or other affiliate does make a
market for the Notes, it may cease to do so at any time.
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
iv

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 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.
US 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.
v

TABLE OF CONTENTS
Page
SUMMARY ............................................................................................................................................. 1
Provides a summary of the key information contained within this Base Prospectus. It is relevant to all
Notes.
RISK FACTORS RELATING TO THE NOTES .................................................................................. 72
Sets out the principal risks inherent in investing in Notes.
GENERAL DESCRIPTION OF THE NOTES .................................................................................... 113
Provides an overview of certain important information in relation to the Notes. It is relevant to all
Notes.
CONSENT TO THE USE OF THE BASE PROSPECTUS ................................................................ 122
Sets out the consents by the Issuers and the Guarantor to the use of the Base Prospectus.
WHERE THE INVESTOR CAN FIND MORE INFORMATION ABOUT MORGAN STANLEY . 124
Provides information on where the investor can find more information about Morgan Stanley.
INCORPORATION BY REFERENCE ............................................................................................... 125
Incorporates financial and other information for each Issuer. It is relevant to all Notes.
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 135
Comprises (i) Part 1: General Terms and Conditions and (ii) Part 2: Additional Terms and Conditions.
PART 1: GENERAL TERMS AND CONDITIONS .......................................................................... 135
Sets out the terms and conditions that apply to all Notes.
PART 2 - ADDITIONAL TERMS AND CONDITIONS.................................................................... 245
Sets out additional terms and conditions that are applicable to Notes for which the relevant Final
Terms specifies that they are applicable.
PRO FORMA FINAL TERMS FOR NOTES OTHER THAN LINKED NOTES.............................. 340
Provides a template for the Final Terms to be used for each issuance of Notes other than Autocallable
Notes, Reverse Convertible Notes, Certain Linked Notes and Preference Share-Linked Notes. It is
relevant to all Notes other than Autocallable Notes, Reverse Convertible Notes, Certain Linked Notes
and Preference Share-Linked Notes.
PRO FORMA FINAL TERMS FOR AUTOCALLABLE NOTES..................................................... 387
Provides a template for the Final Terms to be used for each issuance of Autocallable Notes. It is
relevant to all Autocallable Notes.
PRO FORMA FINAL TERMS FOR REVERSE CONVERTIBLE NOTES ...................................... 491
Provides a template for the Final Terms to be used for each issuance of Reverse Convertible Notes. It
vi

is relevant to all Reverse Convertible Notes.
PRO FORMA FINAL TERMS FOR CERTAIN LINKED NOTES.................................................... 589
Provides a template for the Final Terms to be used for each issuance of Certain Linked Notes. It is
relevant to all Certain Linked Notes.
PRO FORMA FINAL TERMS FOR PREFERENCE SHARE-LINKED NOTES.............................. 741
Provides a template for the Final Terms to be used for each issuance of Preference Share-Linked
Notes. It is relevant to all Preference Share-Linked Notes.
FINAL TERMS AND DRAWDOWN PROSPECTUSES................................................................... 761
Describes the "final terms" document or "drawdown prospectus" document which will be prepared in
respect of each Tranche of Notes. It is relevant to all Notes.
FORMS OF NOTES............................................................................................................................. 762
Describes the different forms of Notes. It is relevant to all Notes.
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......... 764
Describes the Notes when represented in global form. It is relevant to all Notes in global form.
DESCRIPTION OF SIENNA FINANCE UK LIMITED AND THE SIENNA FINANCE UK
LIMITED PREFERENCE SHARES ................................................................................................... 767
Describes Sienna Finance UK Limited. It is relevant to all Preference-Share Linked Notes.
BENEFIT PLAN INVESTORS ........................................................................................................... 768
Describes restrictions of the acquisition of the Notes by benefit plan investors. It is relevant to all
Notes.
TAXATION ......................................................................................................................................... 769
Provides an overview of certain taxation considerations relating to the Notes. It is relevant to all
Notes.
SUBSCRIPTION AND SALE ............................................................................................................. 815
Provides a summary of certain restrictions regarding the offer and sale of the Notes. It is relevant to all
Notes.
NO OWNERSHIP BY U.S. PERSONS ............................................................................................... 823
Describes restrictions to ownership of the Notes by U.S. Persons.
FORM OF GUARANTEE ................................................................................................................... 824
Sets out the form of guarantee given by Morgan Stanley in respect of Notes issued by Morgan Stanley
B.V. and Notes issued by Morgan Stanley Finance LLC. It is only relevant to Notes issued by Morgan
Stanley B.V. which are guaranteed. It is relevant to all Notes issued by Morgan Stanley Finance LLC.
IMPORTANT LEGAL INFORMATION ............................................................................................ 826
Provides certain additional information on the Notes, the Base Prospectus and the Issuers. It is
relevant to all Notes.
vii

GENERAL INFORMATION............................................................................................................... 833
Provides certain additional information on the Notes, the Base Prospectus and the Issuers. It is
relevant to all Notes.
INDEX OF DEFINED TERMS ........................................................................................................... 837
An index of all defined terms used in this Base Prospectus.
viii

Summary
SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered
in Sections A E (A.1 E.7).
This Summary contains all the Elements required to be included in a Summary for this type of securities
and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of securities
and issuer, it is possible that no relevant information can be given regarding the Element. In this case a
short description of the Element is included in the Summary with the mention of "Not Applicable".
Section A Introduction and warnings
A.1
Introduction and
This summary should be read as an introduction to the Base Prospectus.
warnings:
Any decision to invest in the Notes should be based on consideration of
this Base Prospectus as a whole by the investor. Where a claim relating
to the information contained in this Base Prospectus is brought before a
court, the plaintiff investor might, under the national legislation of the
Member States, have to bear the costs of translating this Base Prospectus
before the legal proceedings are initiated. Civil liability attaches only to
those persons who have tabled the Summary including any translation
thereof, but only if the Summary is misleading, inaccurate or inconsistent
when read together with the other parts of this Base Prospectus or it does
not provide, when read together with the other parts of this Base
Prospectus, key information in order to aid investors when considering
whether to invest in such Notes.
A.2
Consent:
[insert if any authorised financial intermediaries are given consent to use
the Base Prospectus: The Issuer [and the Guarantor] consent to the use of
the Base Prospectus in connection with an offer of Notes which is not
made within an exemption to publish a prospectus under the Prospectus
Directive (Directive 2003/71/EC, as amended) (a "Non-exempt Offer")
during the offer period, being from [and including]/[but excluding] [date]
to
[and
including/but
excluding]
[date],
in
[Austria][,/and]
[Belgium][,/and]
[Czech
Republic][,/and]
[Denmark][,/and]
[Finland][,/and]
[France][,/and]
[Germany][,/and]
[Ireland][,/and]
[Italy][,/and] [Luxembourg][,/and] [Norway][,/and] [Portugal][,/and]
[Spain][,/and] [Sweden][,/and] [The Netherlands][,/and] [the United
Kingdom]], by any financial intermediary which is authorised to make
such offers under the Markets in Financial Instruments Directive
(Directive 2004/39/EC) (each such person an "Authorised Offeror"),
subject to the following conditions: [].
Any Authorised Offeror who wishes to use the Base Prospectus in
connection with a Non-exempt Offer as set out above is required, for
the duration of the relevant offer period, to publish on its website
that it is using the Base Prospectus for such Non-exempt Offer in
accordance with the consent of the Issuer and the conditions
attached thereto.]
[insert if only specified financial intermediaries are given consent to use
the Base Prospectus: The Issuer [and the Guarantor] consent to the use of
the Base Prospectus in connection with an offer of Notes which is not
made within an exemption to publish a prospectus under the Prospectus
Directive (Directive 2003/71/EC, as amended) (a "Non-exempt Offer")
during the offer period, being from [and including]/[but excluding] [date]
to
[and
including/but
excluding]
[date]
in
[Austria][,/and]
[Belgium][,/and]
[Czech
Republic][,/and]
[Denmark][,/and]
[Finland][,/and]
[France][,/and]
[Germany][,/and]
[Ireland][,/and]
[Italy][,/and] [Luxembourg][,/and] [Norway][,/and] [Portugal][,/and]
1

Summary
[Spain][,/and]
[Sweden][,/and]
[The
Netherlands][,/and]
[United
Kingdom]] by [each of] [][,[]... and []] (which [is]/[are each]
authorised to make such offers under the Markets in Financial
Instruments Directive (Directive 2004/39/EC)) (each such person an
"Authorised Offeror"), subject to the following conditions: []]
An investor intending to acquire or acquiring any Notes from an
Authorised Offeror will do so, and offers and sales of the Notes to an
investor by an Authorised Offeror will be made, in accordance with any
terms and other arrangements in place between such Authorised Offeror
and such investor including as to price, allocation, settlement
arrangements and any expenses or taxes to be charged to the investor (the
"Terms and Conditions of the Non-exempt Offer"). Neither the Issuer
[nor the Guarantor] will be a party to any such arrangements with
investors (other than [] (the "Distribution Agent")) in connection with
the offer or sale of the Notes and, accordingly, this Base Prospectus and
the final terms of the Notes (the "Final Terms") will not contain such
information. In the event of a Non-exempt Offer being made by an
Authorised Offeror, the Terms and Conditions of the Non-exempt
Offer shall be provided to Investors by that Authorised Offeror at
the time the offer is made. None of the Issuers, the Guarantor, the
Distribution Agent or other Authorised Offerors has any responsibility or
liability for such information.
Section B Issuer [and Guarantor]
B.1
Legal name and
[Morgan Stanley ("Morgan Stanley")]
commercial
[Morgan Stanley & Co. International plc ("MSI plc")]
name of the
[Morgan Stanley B.V. ("MSBV")]
Issuer:
[Morgan Stanley Finance LLC ("MSFL")]
B.2
Domicile and
[Morgan Stanley is incorporated under the laws of the State of Delaware.
legal form of the
As a financial holding company, it is regulated by the Board of
Issuer, the
Governors of the Federal Reserve System under the Bank Holding
legislation under
Company Act of 1956, as amended. Morgan Stanley has its registered
which the Issuer
office in Delaware, U.S.A.]
operates and its
[MSI plc was incorporated as a company limited by shares under the
country of
Companies Act 1985 and operates under the Companies Act 2006 in
incorporation:
England and Wales.
MSI plc was re-registered as a public limited
company. MSI plc has its registered office in London, UK]
[MSBV was incorporated as a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) under the laws
of The Netherlands. MSBV is registered at the commercial register of the
Chamber of Commerce and Industries (Kamer van Koophandel) for
Amsterdam. It has its corporate seat at Amsterdam, The Netherlands and
is subject to the laws of The Netherlands.]
[MSFL is a wholly-owned finance subsidiary of Morgan Stanley and a
limited liability company formed pursuant to the Delaware Limited
Liability Company Act on 27 March 2002 for an unlimited duration
under the name of Morgan Stanley Tower LLC. On 8 January 2016
Morgan Stanley Tower LLC changed its name to Morgan Stanley
Finance, LLC. On 12 January 2016 Morgan Stanley Finance, LLC
changed its name to Morgan Stanley Finance LLC. MSFL'S registered
address is at Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware
19801.
MSFL's principal place of business is 1585
Broadway, New York, NY 10036. MSFL is formed under, and subject
to, the laws of the state of Delaware, United States.]
B.4b
Trends:
[The business of Morgan Stanley[, the ultimate holding company of [MSI
plc] / [MSBV] / [MSFL],] in the past has been, and in the future may
continue to be, materially affected by many factors, including: the effect
2