Obligation Morgan Stanleigh 0% ( XS1414108909 ) en EUR

Morgan Stanleigh

100 % ⇌

Etas-Unis

XS1414108909 ( en EUR )

30/10/2022 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley XS1414108909 en EUR 0%, échue

100 000 EUR

250 000 000 EUR

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.

Morgan Stanley a remboursé le 30 octobre 2022 une obligation (XS1414108909) de 250 000 000 EUR émise aux États-Unis, à un taux d'intérêt de 0%, avec une taille minimale d'achat de 100 000 EUR et un prix de marché au remboursement de 100%.

BASE PROSPECTUS DATED 19 June 2018

as issuer
(incorporated under the laws of the State of Delaware in the United States of America)
BASE PROSPECTUS FOR THE ISSUANCE OF NOTES, SERIES A AND SERIES B
UNDER THE REGULATION S PROGRAM FOR THE ISSUANCE OF NOTES, SERIES A
AND B, WARRANTS AND CERTIFICATES
This Base Prospectus
This document is a base prospectus ("Base Prospectus") prepared for the purposes of Article 5.4 of the
Prospectus Directive for the purpose of the offering of Notes (as described below) other than for
Exempt Notes (as described below) from time to time. "Prospectus Directive" means Directive
2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing
measure in a relevant Member State of the European Economic Area. This Base Prospectus should be
read together with (i) any supplements to it from time to time, (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. References in this Base Prospectus
to "Exempt Notes" are to Notes for which no prospectus is required to be published under the
Prospectus Directive.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in
its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for
securities (the "Prospectus Act 2005") to approve this document as a base prospectus. By approving,
the CSSF assumes no responsibility for the economic and financial soundness of the transactions
contemplated by this Base Prospectus and the quality or solvency of the Issuer (as described below) in
accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the
Luxembourg Stock Exchange for Series A Notes issued under the Program to be admitted to trading on
the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the
Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated
market (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"). The CSSF has
neither approved nor reviewed information contained in this Base Prospectus in connection with
the issue of any Exempt Notes.
References in this Base Prospectus to Series A Notes being listed (and all related references) shall
mean that such Notes have been admitted to the Official List of the Luxembourg Stock Exchange and
to trading on the regulated market of the Luxembourg Stock Exchange or, as the case may be, listed
and admitted to trading on a Regulated Market or such other or further stock exchange(s) as the Issuer
and any Distribution Agent may agree. The Issuer may also issue Series B Notes pursuant to this Base
Prospectus which will not be listed or admitted to trading and may be offered to the public in the
European Economic Area other than in circumstances where an exemption is available under Article
3.2 of the Prospectus Directive.
The Program
Morgan Stanley ("Morgan Stanley"), Morgan Stanley & Co. International plc ("MSI plc") and
Morgan Stanley B.V. ("MSBV") established the Regulation S Program for the Issuance of Notes,
Series A and B, Warrants and Certificates (the "Program"). Under the Program, each of Morgan
Stanley, MSI plc and MSBV 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 issued pursuant to the Issue and Paying Agency Agreement (as defined under "General
Description of the Notes" below) (hereafter referred to collectively as the "Notes"). For the avoidance
of doubt, (i) this Base Prospectus does not relate to or describe any Program Securities other than
Series A Notes and Series B Notes that Morgan Stanley may issue pursuant to the Issue and Paying
Agency Agreement and (ii) Morgan Stanley may from time to time issue Series A Notes and Series B

Notes, pursuant to the Issue and Paying Agency Agreement or otherwise (including under an
indenture), through means other than this Base Prospectus.
The Notes
Under this Base Prospectus, securities in the form of Notes may be offered.
Conditions of the Notes
The terms and conditions applicable to a Tranche of Notes (the "Conditions") are the Terms and
Conditions (set out in the section entitled "Terms and Conditions of the Notes" below) as completed by
the applicable Final Terms (described below).
Final Terms
A "final terms" document (the "Final Terms") will be prepared in respect of each Tranche of Notes
(other than Exempt Notes). The Final Terms will complete the Terms and Conditions in relation to
such Notes. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of the
Notes, the issue price of the Notes and certain other information which is applicable to each Tranche of
Notes will be set out in such Final Terms, which will be filed with the CSSF. The Final Terms
therefore contains vital information in regard to the Notes. Copies of Final Terms in relation to Series
A Notes to be listed on the Luxembourg Stock Exchange will also be available on the website of the
Luxembourg Stock Exchange (www.bourse.lu). Copies of Final Terms which are required to be made
available
to
the
public
in
relation
to
Series
B
Notes
will
be
available
at
http://sp.morganstanley.com/EU/Documents.
The Issuer
The issuer (the "Issuer") of Notes under this Base Prospectus from time to time will be Morgan
Stanley. Information on the Issuer is included in this Base Prospectus, including information
incorporated by reference.
Status of the Notes
The Notes are unsecured and unsubordinated obligations of the Issuer and not of any affiliate of the
Issuer. The Notes are not deposits or savings accounts and are not insured by the United States of
America ("U.S.") Federal Deposit Insurance Corporation or any other governmental agency or
instrumentality or deposit protection scheme anywhere, nor are they obligations of, or guaranteed by, a
bank.
Return on the Notes
The interest payments on the Notes may depend on the performance of one or more of any of the
following types of underlying reference assets: interest rates, swap rates and inflation indices, as
specified in the applicable Final Terms. In addition, if "Accrued Value" is specified as being applicable
in respect of a Note in the applicable Final Terms, the principal amount payable upon redemption will
be determined by reference to a formula as further specified in the Conditions and the applicable Final
Terms. For the avoidance of doubt, the final redemption amount in respect of such Notes will not be
less than 100 per cent.
Risk Factors
Payments under the Notes are subject to the credit risk of the Issuer. Investing in the Notes involves
risks. Before purchasing the Notes, you should carefully consider, in particular, "Risk Factors Relating
to the Notes" below.

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 interest rate, swap rate or inflation index, if any, 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 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.
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. The Issuer and Morgan Stanley & Co.
International plc, as Distribution Agent, each 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 on, the Notes.
Investing in the Notes involves risks. See the section entitled "Risk Factors Relating to the Notes"
below.
Important U.S. securities law considerations
THE NOTES 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. THE NOTES MAY NOT BE OFFERED OR SOLD AT ANY TIME, DIRECTLY OR
INDIRECTLY, WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
BENEFIT OF ANY PERSON WHO IS A U.S. PERSON (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT).
In order to avoid U.S. withholding taxes, the beneficial owner of a Note (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-8 on which the
beneficial owner certifies under penalty of perjury that it is not a United States person and meets
the criteria for exemption from such withholding taxes. Certain tax identification and
certification requirements apply as well to holders of Notes with respect to "FATCA" as more
fully described under "United States Federal Taxation".

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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.
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 OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR DEPOSIT PROTECTION
SCHEME ANYWHERE, NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A
BANK.
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 of the Issuer
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", "GBP" and "£" are to the lawful currency of
the United Kingdom, all references to "U.S. dollars", "US$", "U.S.$" and "$" are to the lawful
currency of the United States of America, all references to "Japanese Yen" and "¥" are to the
lawful currency of Japan, all references to "Australian dollars" and "AUD" are to the lawful
currency of the Commonwealth of Australia, all references to "New Zealand dollars" and "NZD"
are to the lawful currency of New Zealand, all references to "Renminbi" or "CNY" are to the
lawful currency of the People's Republic of China (which, for the purpose of this Base
Prospectus, shall exclude the Hong Kong Special Administrative Region of the People's Republic
of China, the Macau Special Administrative Region of the People's Republic of China and
Taiwan) and all references to "euro", "EUR" and "" 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.
U.S. securities disclosures
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER 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 PURSUANT TO THIS BASE PROSPECTUS, ANY DISTRIBUTION AGENT OR
ANY OTHER AGENT SPECIFIED FOR THAT PURPOSE IN THE APPLICABLE FINAL
TERMS AS THE STABILISATION MANAGER (OR ANY PERSON ACTING FOR THE
STABILISATION 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
STABILISATION 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

ii

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
STABILISATION
ACTION
OR
OVER-ALLOTMENT
MUST
BE
CONDUCTED BY THE RELEVANT STABILISATION MANAGER (OR ANY PERSON
ACTING FOR THE STABILISATION 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.

iii

IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the
Prospectus Directive in respect of Series A and Series B Notes issued by Morgan Stanley
pursuant to the Issue and Paying Agency Agreement and under the Program.
The Issuer accepts responsibility for the information contained in this Base Prospectus and the
Final Terms for each Tranche of Notes issued under the Program pursuant to this Base
Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure
that such is the case), the information contained in this Base Prospectus is in accordance with the
facts and does not omit anything likely to affect the import of such information.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated in it by reference (see "Incorporation by Reference"). This Base Prospectus shall be
read and construed on the basis that those documents are incorporated and form part of this
Base Prospectus.
Morgan Stanley & Co. International plc, as Distribution Agent, has not independently verified
the information contained herein. Accordingly, no representation, warranty or undertaking,
express or implied, is made and no responsibility or liability is accepted by the Distribution
Agent as to the accuracy or completeness of the information contained or incorporated in this
Base Prospectus or any other information provided by Morgan Stanley in connection with the
Program. The Distribution Agent does not accept any liability in relation to the information
contained or incorporated by reference in this Base Prospectus or any other information
provided by the Issuer in connection with the Program.
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other
information supplied in connection with the Program or the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or
the Distribution Agent.
Neither this Base Prospectus nor any other information supplied in connection with the Program
or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer or the Distribution Agent that any recipient of this
Base Prospectus or any other information supplied in connection with the Program or any Notes
should purchase any Notes. Each investor contemplating purchasing any Notes should make its
own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Base Prospectus nor any other information supplied
in connection with the Program or the issue of any Notes constitutes an offer or invitation by or
on behalf of the Issuer or the Distribution Agent to any person to subscribe for or to purchase
any Notes.
Neither the Distribution Agent nor the Issuer makes any representation to any investor in the
Notes regarding the legality of its investment under any applicable laws. Any investor in the
Notes should be able to bear the economic risk of an investment in the Notes for an indefinite
period of time.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in
any circumstances imply that the information contained in it concerning the Issuer is correct at
any time subsequent to its date or that any other information supplied in connection with the
Program is correct as of any time subsequent to the date indicated in the document containing
the same. The Distribution Agent expressly does not undertake to review the financial condition
or affairs of the Issuer during the term of the Program or to advise any investor in Notes issued
under the Program pursuant to this Base Prospectus of any information coming to their
attention.
MIFID II product governance/target market: The Final Terms in respect of any Notes may
include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment

iv

in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the
MiFID product governance rules under EU Delegated Directive 2017/593 (the "MiFID Product
Governance Rules"), any dealer subscribing for any Notes is a manufacturer in respect of such
Program 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.
PRIIPs/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 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 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 2002/92/EC, as amended (the "Insurance
Mediation Directive"), 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, as
amended (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.

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 ................................................................................. 17
Sets out the principal risks inherent in investing in Notes.
GENERAL DESCRIPTION OF THE NOTES ..................................................................................... 31
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 ................................................................. 35
Sets out the consent by the Issuer to the use of the Base Prospectus.
WHERE THE INVESTOR CAN FIND MORE INFORMATION ABOUT MORGAN
STANLEY ............................................................................................................................................. 37
Provides information on where the investor can find more information about Morgan Stanley.
INCORPORATION BY REFERENCE ................................................................................................ 38
Incorporates financial and other information for the Issuer. It is relevant to all Notes.
TERMS AND CONDITIONS OF THE NOTES .................................................................................. 43
Sets out the terms and conditions that apply to all Notes.
PRO FORMA FINAL TERMS FOR NOTES ....................................................................................... 81
Provides a template for the Final Terms to be used for each issuance of Notes. It is relevant to all
Notes.
FORMS OF NOTES............................................................................................................................ 123
Describes the different forms of Notes. It is relevant to all Notes.
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ........ 125
Describes the Notes when represented in global form. It is relevant to all Notes in global form.
BENEFIT PLAN INVESTORS .......................................................................................................... 127
Describes restrictions of the acquisition of the Notes by benefit plan investors. It is relevant to all
Notes.
TAXATION ........................................................................................................................................ 128
Provides an overview of certain taxation considerations relating to the Notes. It is relevant to all
Notes.
SUBSCRIPTION AND SALE ............................................................................................................ 138
Provides a summary of certain restrictions regarding the offer and sale of the Notes. It is relevant to
all Notes.

vi

NO OWNERSHIP BY U.S. PERSONS .............................................................................................. 142
Describes restrictions to ownership of the Notes by U.S. Persons.
IMPORTANT LEGAL INFORMATION ........................................................................................... 143
Provides certain additional information on the Notes, the Base Prospectus and the Issuer. It is
relevant to all Notes.
GENERAL INFORMATION.............................................................................................................. 146
Provides certain additional information on the Notes, the Base Prospectus and the Issuer. It is
relevant to all Notes.
INDEX OF DEFINED TERMS .......................................................................................................... 148
An index of all defined terms used in this Base Prospectus.

vii

Summary

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are
numbered in Sections A to 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. Any
warnings:
decision to invest in the Notes should be based on consideration of the Base
Prospectus as a whole (including any documents incorporated by reference and
the applicable Final Terms) by the investor. Where a claim relating to the
information contained in the 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 the Base Prospectus and the applicable
Final Terms 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 the Base Prospectus and the
applicable Final Terms or it does not provide, when read together with the
other parts of the Base Prospectus and the applicable Final Terms, key
information in order to aid investors when considering whether to invest in
such Notes.
A.2
Consent:
[Consent: Subject to the conditions below, the Issuer consents 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 (a "Non-
exempt Offer") during the offer period, being from and including [date] to but
excluding [date] (the "Offer Period") in Italy by [each of] [][,[]... and []]
[and any financial intermediary which [is]/[are each] authorised to make such
offers under applicable legislation implementing Directive2014/65/EU (MiFID
II)] (each such person an "Authorised Offeror"), and publishes on its website
the following statement (with the information in square brackets being
completed with the relevant information):

"We [, insert legal name of financial intermediary,] refer to the offer of [insert
title of relevant Notes] (the "Notes") described in the Final Terms dated
[insert date] (the "Final Terms") published by Morgan Stanley (the
"Issuer"). In consideration of the Issuer offering to grant its consent to our
use of the Base Prospectus (as defined in the Final Terms) in connection with
the offer of the Notes in [specify Member State(s)] during the Offer Period and
subject to the other conditions to such consent, each as specified in the Base
Prospectus, we hereby accept the offer by the Issuer in accordance with the
Authorised Offeror Terms (as specified in the Base Prospectus) and confirm
that we are using the Base Prospectus accordingly".]

[Conditions to consent: The conditions to the Issuer's consent [(in addition to
the conditions referred to above)] are that such consent: (a) is only valid during
the Offer Period; and (b) only extends to the use of the Base Prospectus to
make Non-exempt Offers of the relevant Tranche of Notes in [specify each
relevant Member State in which the particular Tranche of Notes can be
offered].]

1