Morgan Stanley & Co. International
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BASE PROSPECTUS FOR SECURED NOTE PROGRAMME 21 December 2016 MORGAN STANLEY & CO. INTERNATIONAL plc as issuer (incorporated with limited liability in England and Wales) Up to U.S.$ 5,000,000,000 Secured Note Programme Under the programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Morgan Stanley & Co. International plc ("MSI plc" or the "Issuer") may offer from time to time notes (the "Notes"). 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 Notes will be included in the appropriate Issue Terms. The Issuer is offering the Notes on a continuing basis (in such capacity, the "Dealer") and through any dealer that has agreed to subscribe and/or distribute any Tranche of Notes (together with the Dealer, the "Dealers"). The Dealers may resell any Notes as principal at prevailing market prices, or at other prices, as they determine. The Issuer or the Dealers may reject any offer to purchase Notes, in whole or in part. See "Subscription and Sale" beginning on page 119. 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. 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 Dealers) in connection with the offer or sale of the securities and, accordingly, this Base Prospectus and any Issue 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 the Central Bank of Ireland (the "Central Bank"), as competent authority under Directive 2003/71/EC, which expression shall include any amendments thereto, including Directive 2010/73/EU (the "2010 PD Amending Directive", to the extent implemented in the Relevant Member State (as defined below)) (the "Prospectus Directive"). The Central Bank only approves this base prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. This document constitutes a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Notes issued under the Programme within 12 months of this Base Prospectus to be admitted to the official list (the "Official List") and trading on its regulated market (the "Main Securities Market"). The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments Directive"). No assurance can be given that any such application will be successful. Such approval relates only to the Notes issued under the Programme which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. Notwithstanding the foregoing, any Notes issued under the Programme which are to be admitted to trading on the Main Securities Market or other regulated market for the purposes of the Markets in Financial Instruments Directive or which are to be offered to the public in any Member State of the European Economic Area will be admitted to trading or offered by way of a drawdown prospectus (being a prospectus for the purposes of the 203961-4-3-v3.0 - i- 70-40639601 Prospectus Directive) (each a "Drawdown Prospectus") and not by way of final terms (as such term is understood for the purposes of Article 5(4) of the Prospectus Directive). Notes may or may not be rated. Any credit rating applied for in relation to an issue of Notes will be specified in the applicable Issue 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 applicable Issue 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 Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. The aggregate principal amount of Notes outstanding issued under the Programme shall not at any time exceed U.S.$ 5,000,000,000. The Notes 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. Investing in the Notes involves risks. See "Risk Factors Relating to the Notes" beginning on page 1 of this Base Prospectus. 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 IN THE UNITED STATES. THE NOTES 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 REGULATION S UNDER THE SECURITIES ACT). SEE "SUBSCRIPTION AND SALE" AND "NO OWNERSHIP BY U.S. PERSONS". Each investor must comply with all applicable laws and regulations in each country or jurisdiction in or from which the investor purchases, offers, sells or delivers the Notes or has in the investor's possession or distributes this Base Prospectus or any accompanying Issue Terms or Drawdown Prospectus. 203961-4-3-v3.0 - ii- 70-40639601 The Issuer accepts responsibility for information contained in this Base Prospectus. To the best of the knowledge and belief of the Issuer (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 4 on page (i) of this Base Prospectus. No person has been authorised by the Issuer 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 the Issuer. Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes 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 the Issuer 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 the Issuer when evaluating any Notes 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 Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer to inform themselves about and to observe those restrictions.