THE MORGAN STANLEY DIGITAL GROWTH DEPOSIT PLAN 4 · Plan: The Morgan Stanley Digital Growth Deposit Plan 4 Initial Investment: ... (i.e., days on which commercial banks are open I

THE MORGAN STANLEY DIGITAL GROWTH DEPOSIT PLAN 4

INTELLIGENT INVESTING

Plan Manager: Morgan Stanley & Co International plc

Deposit Taker: Lloyds Bank plc

This document constitutes a financial promotion and is issued and approved by Morgan Stanley & Co. International plc for the purposes of section 21 of the Financial Services and Markets Act 2000 (‘FSMA’).

Please contact your intermediary for more information on the deposit issued under the Plan.

This Plan is not sponsored, endorsed or promoted by Lloyds Bank plc.

The Plan Manager for this Plan is Morgan Stanley & Co. International plc (‘MSIP’), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

Morgan Stanley & Co. International plc is part of Morgan Stanley, a leading global financial services firm providing a wide range of investment banking, securities, investment management and wealth management services. Through our structured investments platform, we leverage Morgan Stanley’s world-renowned institutional expertise to bring you competitive, innovative and well thought-out investment opportunities.

The Deposit Taker for the Plan is Lloyds Bank plc (‘Lloyds’), whose registered office is 25 Gresham Street, London EC2V 7HN. Before the Plan Start Date, any subscription money received will be held by The Royal Bank of Scotland plc (‘RBS’), whose registered office is 36 St Andrew Square, Edinburgh, EH2 2YBN.

Both Lloyds and RBS are also authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

For more information, please visit our website www.MorganStanleyIQ.co.uk

MORGAN STANLEY | DIGITAL GROWTH DEPOSIT PLAN 4 1

Contents

Plan Glossary 2

Introduction 4

What is the FTSE™ 100 Index? 5

How is my Plan Return calculated? 6

Scenario analysis 7

How would the Plan have performed in the past? 8

What is a ‘Structured Deposit’? 9

What are the risks? 10

Is the Plan right for me? 14

How to invest 16

Frequently asked questions 18

Plan terms and conditions 21

Application Forms 30

2 MORGAN STANLEY | DIGITAL GROWTH DEPOSIT PLAN 4

KEY TERMS

Plan: The Morgan Stanley Digital Growth Deposit Plan 4

Initial Investment: The amount of money that you subscribe into the Plan (less any fees that we pay to an

intermediary on your behalf, if applicable)

Deposit Taker: Lloyds Bank plc, which is part of Lloyds Banking Group. As of 17th September 2014, Lloyds Bank

plc has a credit rating of A by Standard & Poor’s and A1 by Moody’s Investor Services Limited)

Plan Manager: Morgan Stanley & Co International plc

Product Type: Structured Deposit

Underlying Index: FTSE™ 100 Index (UK Equity)

Investment Term: 6 years

Investment Type: Growth

Plan Return: A one-off fixed return of 30% will be paid at maturity if the Final Level is at or above the Initial

Level. If the Final Level is below the Initial Level, you will receive no return

Repayment of Initial Investment at maturity: You will receive the repayment of 100% of your Initial

Investment, regardless of how the Underlying Index has performed

Tax Treatment: Income Tax

Initial Level: The official closing level of the Underlying Index on the Plan Start Date

Final Level: The official closing level of the Underlying Index on the Plan End Date

Intermediary Charge: The amount of fees that you agree with your intermediary for the advice or

execution-only service, as applicable, that they provide to you

Plan Glossary

This brochure contains a number of capitalised words or phrases. The table below provides you with a

summary of the key terms used throughout the brochure. Capitalised terms not defined below have the

respective meanings given to them in the Plan terms and conditions.


IMPORTANT DATES1

Subscription Period: 6th October 2014 to 14th November 2014, with an early cut off for ISA transfers of

7th November 2014. We reserve the right to close the subscription period early

Plan Start Date: 28th November 2014

Plan End Date: 30th November 2020

Maturity Date: 14th December 2020

1 In the event that any of the dates mentioned in the table above are not London business days (i.e., days on which commercial banks are open for general business in London, which typically excludes any bank holidays and weekends) or days on which the relevant stock exchanges are not functioning normally, the relevant date will be moved to the first such day immediately following the date in question.


This brochure explains the features of the Morgan Stanley Digital Growth Deposit Plan 4 (the ‘Plan’).

You should read and understand this document in full. It will tell you what type of product you are investing in

and what potential Plan Return and repayment of your Initial Investment you can expect to receive, as well as

the risks of investing and some guidance on whether the Plan is right for you. This document is not intended

to replace advice, and we strongly recommend that you speak with an independent financial adviser before

deciding to invest. If you do not understand the information contained in this document at any point, please ask

your financial adviser or intermediary for further information.

PLAN SUMMARY X You will receive a fixed Plan Return of 30% of your Initial Investment at maturity (this equates to an

A.E.R. of 4.47%) if the Final Level of the FTSE™ 100 Index is at or above its Initial Level.

X If the Final Level of the FTSE™ 100 Index is below its Initial Level you will not receive the Plan Return.

X The Plan is designed to repay 100% of your Initial Investment at maturity. This means that if the

FTSE™ 100 Index falls over the Investment Term, you will not receive the fixed Plan Return but will be repaid

your Initial Investment in full.

X The Plan has a fixed 6 year Investment Term. You must be prepared to keep your money invested for the full

period to achieve the returns described in this brochure.

X By investing, you are placing money in a structured deposit held by Lloyds Bank plc. Please see page 9

for more information on what this means.

X You are exposed to the counterparty risk of Lloyds Bank plc and RBS. Both Lloyds Bank plc (‘Lloyds’) and

the Royal Bank of Scotland (‘RBS’) are participants in the Financial Services Compensations Scheme (FSCS). For

more information on what counterparty risk means and the FSCS, please see the ‘What are the risks?’ section in

this brochure.

Introduction


The FTSE™ 100 Index was created by the Financial Times and the London Stock Exchange in January 1984

and is a widely used benchmark for the UK stock market. The Index measures the capital growth of the shares

of the 100 largest companies by market capitalisation, listed on the London Stock Exchange. Therefore the

FTSE™ 100 Index level does not include any dividend income.

The below chart shows the historical performance of the FTSE™ 100 Index, from January 1984 to

September 2014.

PERFORMANCE OF THE FTSE™ 100 INDEX

What is the FTSE™ 100 Index?

8000

JAN84

JAN12

JAN08

JAN04

JAN00

JAN96

JAN92

JAN88

DATE

IND

EX L

EVEL

7000

6000

5000

4000

3000

2000

1000

0

FTSE™ 100

Source: Bloomberg / Morgan Stanley, 17th September 2014.Past performance is not a reliable indicator of future performance.


GROWTH RETURNOur Digital Growth Deposit Plan 4 offers you the potential for a

fixed Plan Return at maturity, depending on the performance

of the FTSE™ 100 Index from its closing level on the Plan

Start Date (the ‘Initial Level’) to its closing level on the Plan

End Date (the ‘Final Level’).

X If the Final Level is at or above the Initial Level, you will receive

a fixed return equal to 30% of your Initial Investment.

X If the Final Level is below the Initial Level, you will not receive

the Plan Return.

INITIAL INVESTMENT REPAYMENTThe Plan is designed to repay 100% of your Initial Investment

at maturity, regardless of how the FTSE™ 100 Index has

performed. This means that if the FTSE™ 100 Index falls

over the Investment Term, you will not receive the Plan Return

but will be repaid your Initial Investment in full.

How is my Plan Return calculated?

-100

UNDERLYING PERFORMANCE (%)

INVE

STM

ENT

GR

OW

TH (%

)

100

50

0

-50

-100

-50 0 50 100

Plan

Underlying Index

Illustrative Plan Perfomance at Maturity vs. Underlying Index Performance


How the Plan performs and the Plan Return it provides to you will depend on the performance of the FTSE™ 100

Index. The table below shows some example Plan Returns and repayment of Initial Investment in a range of scenarios

for the FTSE™ 100 Index. Examples are based on an Initial Investment of £10,000.

Scenario analysis

2 Index Performance is calculated as the percentage change in the FTSE™ 100 Index from its closing level on the Plan Start Date to its closing level on the Plan End Date. The performance shown is an example for illustrative purposes only and does not represent a forecast of expected performance; the scenarios shown do not have an equal likelihood of occurrence, and do not represent an exhaustive list of all possible Plan scenarios.

UNDERLYING INDEX PERFORMANCE

(% CHANGE BETWEEN INITIAL LEVEL AND

FINAL LEVEL)2

PLAN RETURN REPAYMENT OF INITIAL

INVESTMENT

TOTAL RETURN (PLAN RETURN PLUS

REPAYMENT OF INITIAL INVESTMENT)

EQUIVALENT A.E.R

-60% £0 £10,000 £10,000 0%

-50% £0 £10,000 £10,000 0%

-30% £0 £10,000 £10,000 0%

-10% £0 £10,000 £10,000 0%

0% £3,000 £10,000 £13,000 4.47%

+10% £3,000 £10,000 £13,000 4.47%

+20% £3,000 £10,000 £13,000 4.47%

+30% £3,000 £10,000 £13,000 4.47%

+50% £3,000 £10,000 £13,000 4.47%


Morgan Stanley has used historical price information for the FTSE™ 100 Index to calculate what return the Plan

would have generated if it had been launched in the past. This is often referred to as ‘simulated past performance’.

This simulated past performance is run for each possible weekly Plan Start Date for 15 years up to the

11th September 2008 (which gives us the last full 6 year Term at the time the simulated past performance was run)3.

Across all the historical simulations, investors would have achieved the Plan Return in 61.99% of cases. Investors would

also have been repaid their Initial Investment in full in 100% of cases.

DISTRIBUTION OF PLAN MATURITIES FROM SIMULATED PAST PERFORMANCE

How would the Plan have performed in the past?

3 The simulated past performance is run for each Plan Start Date from Monday 13th September 1993, and each following Monday. If a simulated Plan Start Date fell on a Monday which was a non-UK business day (i.e., a bank holiday), the next possible business day would be used as the simulated Plan Start Date.

Capital only Return paid

RETURN

FREQ

UEN

CY

50%

40%

30%

20%

10%

0%

70%

60%

Source: Bloomberg / Morgan Stanley, 17th September 2014.The figures above refer to simulated past performance. Past performance is not a reliable indicator of future performance and should not be relied upon to make investment decisions.

61.99%

38.01%


Structured deposits are cash-based deposits with a fixed term and a return linked to the performance of a

particular asset (here, the FTSE™ 100 Index). They can be selected by investors who are willing to forgo a fixed

or variable interest return on a conventional cash deposit for a potentially higher return linked to the performance

of another asset.

Before the Plan Start Date, your Initial Investment will be held in a client money account at RBS. Upon the Plan

Start Date, your Initial Investment will be transferred to a structured deposit with Lloyds (the Deposit Taker). Once

the Plan matures, your Initial Investment together with any return will be held in the client money account at RBS

before being returned to you.

What is a ‘Structured Deposit’?


COUNTERPARTY RISKThere is a risk that Lloyds as the Deposit Taker may become insolvent and therefore not be able to pay any Plan

Returns to you at maturity. There is also a risk that RBS becomes insolvent before the Plan Start Date, while

holding your Initial Investment, or, once the Plan matures, while holding any amount due to you under the Plan.

However, in both these instances, you may, subject to the conditions below, be covered by the FSCS.

Both RBS and Lloyds are participants in the FSCS established under the Financial Services and Markets Act 2000.

The FSCS can pay compensation to depositors if a bank becomes insolvent. If either Lloyds or RBS become

insolvent and you suffer a loss as a result, it is possible that you will have a claim against the FSCS.

Most depositors, including most individuals and small businesses, are covered by the scheme. How much you

can claim depends on what you have invested in and how you have invested. For deposits, you can claim up to

£85,000. If you have invested via a joint account, each account holder can make a separate claim (i.e., if both

account holders are eligible, the maximum claim would be £170,000, representing £85,000 each). The £85,000

limit relates to the combined amount of the eligible depositor’s accounts with the bank, including their share of

any joint account, and not to each separate account.

It is worth noting that the £85,000 limit is the maximum claim you can make against Lloyds or RBS across

all accounts you hold with them, not per individual product. For example, if you had lost £85,000 from one

investment product and £85,000 from another, you would only be able to make one claim for £85,000.

It is also important to note that the FSCS limit applies across all products you hold from companies within the

RBS or Lloyds groups. For example, any products held at NatWest would be included in a claim against RBS.

Provided you are eligible, £85,000 is the maximum you can claim to cover your losses only. Before the Plan Start

Date and during the Investment Term, the FSCS will cover any money lost from your Initial Investment, but not any

positive performance of the Deposit. However, after the Maturity Date, whilst your money is held at RBS before

being returned to you, the FSCS cover would include any returns generated by the deposit (up to the £85,000

limit). Please note, however, that the FSCS does not cover returns that you may have expected when investing but

which did not ultimately materialise.

You should also be aware that although your investment will be recorded and separately identified by the Plan

Manager, your entitlement may not be identifiable by separate documents or certificates of title issued by the

Plan Manager or the Deposit Taker. Therefore, in the event of default by the Deposit Taker, any claim to the FSCS

for the repayment of the amounts held by the Deposit Taker would need to be submitted to the Deposit Taker by

the Plan Manager as bare trustee for you.

Further information on who is eligible to claim under the FSCS and in what circumstances can be found on the

FSCS website at www.fscs.org.uk.

What are the risks?


What happens if the Plan Manager becomes insolvent?

When you invest in the Plan, your deposit will be held for you on bare trust in the name of the Plan Manager as bare

trustee. This means that if the Plan Manager becomes insolvent, even though it is held in the name of the Plan Manager,

the money would still belong to you. Lloyds is entitled to appoint a replacement Plan Manager that would take on the

responsibility of the incumbent Plan Manager.

INVESTMENT RISKThe Plan Return specified in this brochure is dependent on the performance of the Underlying Index. Past

performance of the Underlying Index is not a reliable indicator of future performance and should not be relied

upon when making investment decisions. There is no certainty that future performance of the Underlying Index

will be positive.

INDEX DISRUPTION RISKThere may occasionally be circumstances that interfere with the calculation of the Underlying Index. For example,

the calculation of the Underlying Index may be delayed or prevented if some of the shares that comprise the Index

are suspended from trading on the exchange. In such cases, the restated Index level will be used. This may affect

the Plan Return.

PRODUCT RISKSPlan Returns do not include any returns from dividend income or participation in certain corporate

actions, such as rights issues, as would be the case if you invested directly in the shares in the Underlying Index.

Accordingly, the return on the Plan may, in some cases, be less than the return from a direct investment in these

shares. Also, unlike direct investments in the shares, you are not able to hold the Plan beyond its stated Maturity

Date in the expectation of a recovery in the price of the shares.

How do I assess the counterparty/credit risk associated with this Plan?

Credit ratings can be a useful way to compare the default risk associated with different companies. Credit ratings are assigned by independent companies known as ratings agencies and reviewed regularly. As of the date of this publication, Lloyds has a credit rating of A by Standard & Poor’s and A1 by Moody’s Investor Services Limited. RBS has a credit rating of A- by Standard & Poor’s and Baa1 by Moody’s Investor Services Limited. MSIP has a credit rating of A by Standard & Poor’s and A3 by Moody’s Investor Services Limited.

According to the most recent Standard & Poor’s rating definitions, a company rated ‘A’ has a strong capacity to meet its financial commitments but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than companies in higher-rated categories. A company rated ‘BBB’ has adequate protection parameters, but adverse economic conditions are more likely to weaken their capacity to meet their financial commitments.

According to the most recent Moody’s rating definitions, issuers rated “A” are judged to be upper-medium grade and therefore subject to low credit risk. Issuers rated ‘Baa’ are judged to be medium grade and subject to moderate credit risk.

The highest possible credit rating for both Standard & Poor’s and Moody’s is AAA. Standard & Poor’s credit ratings between AAA and BBB and Moody’s Investor Services credit ratings between Aaa and Baa3 are considered to be ‘investment grade’.


Any returns you receive under the Plan are fixed at the rates specified in this brochure. If the Underlying

Index were to perform strongly over the Investment Term, the Plan Return you receive may be less than

you would have received from an investment linked directly to the positive performance of the

Underlying Index.

The Plan Returns are calculated based on the closing levels of the Underlying Index on the Plan Start Date and

Plan End Date only. Large changes in the value of the Underlying Index on the specified dates these

values are recorded will affect the performance of your Plan, potentially adversely.

The Initial Level of the Underlying Index used to calculate the returns available under the Plan will not be known

until the Plan Start Date. The level of the Underlying Index on the day you place your subscription is not relevant to

the calculation of your returns, and may be significantly different to the level on the Plan Start Date, which is the

level the calculation of your returns is based on.

INFLATION AND INTEREST RATE RISKThe repayment of your Initial Investment and any returns due to you under the Plan will be based on the rates described in

this brochure, regardless of any changes in inflation or interest rates. Inflation risk arises as there will be no adjustments to

the returns available should interest rates or inflation rates change. Inflation may reduce what you could buy in the

future, in terms of purchasing power.

CANCELLATION RISKYou have the right to cancel your Plan within 14 days of subscribing or from receiving the cancellation form without

losing any of your Initial Investment, as long as we receive your cancellation notice before the Plan Start Date. You can

exercise your cancellation rights by sending a written notice to the address indicated in condition 11.1 of the Terms and

Conditions. Details on how to exercise your cancellation rights will also be sent to you once we receive your completed

application. However, if we receive your cancellation notice after the Plan Start Date, the amount you are entitled to

receive back may be less than your Initial Investment if the value of the Deposit that makes up your Plan has changed.

PLAN CANCELLATION RISKBefore the Plan Start Date the Plan Manager can decide to cancel the launch of the Plan. This can be due to

any reason, but most commonly if the Plan has not reached a sufficient number of applications or if there are

extraordinary market conditions that would make it impossible for the Plan Manager to maintain the economic terms

of the Plan. If the Plan Manager exercises this right, you will be returned your Initial Investment in full but you may be

unable to find a comparable replacement investment product.

RISK OF NON-REPAYMENT OF THE INTERMEDIARY CHARGE UPON CANCELLATIONIt is also worth noting that, if we have facilitated a payment of the Intermediary Charge to your intermediary on your behalf

and any of the above events of cancellation occur, we will not be able to repay to you the Intermediary Charge. You should

discuss directly with your intermediary to understand whether or not you are entitled to any refund of the Intermediary

Charge and, if you are, you should arrange directly with your intermediary for them to repay such amount directly to you.


EARLY WITHDRAWAL RISKYou must be prepared to keep your money invested for the full Investment Term. It may be possible to sell your

entire investment from the Plan before maturity. However, the proceeds you receive will depend on many market factors,

including, but not limited to, the index level or interest rates. Consequently, if you sell prior to maturity, you may

receive less than your Initial Investment. We usually offer the option to sell your Plan back to us every 2 weeks.

If you have invested via an ISA and subsequently decide to withdraw, it may not be possible to invest in another ISA of the

same type for the same tax year if your 14 days cancellation period has expired. If you have invested via an ISA transfer,

any favourable tax treatment associated with that ISA holding will be irrevocably lost unless you are able to find another

ISA manager to transfer your investment to.

ISA TRANSFER RISKYour existing ISA must be transferred in cash. This means that if you are transferring a Stocks and Shares ISA or Cash ISA

into this Plan, your existing ISA manager will need to sell your investment holdings. It is up to you to check whether you

forfeit any interest due on that ISA if you transfer, or if you will be charged an exit or transfer fee by your existing manager.

There is also the potential for a loss if markets rise while your transfer is being completed.

Please also note that there is an earlier deadline for ISA transfers. If your existing ISA manager does not transfer your ISA

to us in time, we will not be able to open your Plan, and your original ISA will be reinstated.

TAX RISKSThe tax treatment of the Plan described in this brochure is based on tax legislation and practice as of the date of

publication, as interpreted in good faith by Morgan Stanley. Any changes to taxation that directly or indirectly impact

how your Plan is taxed could come into force at any time in the future. Such changes could render the information

provided as out-of-date and could have a significant effect on the tax treatment of your investment, which may

adversely impact your returns. Moreover, these changes could be applied retrospectively. You should contact your

financial adviser and/or seek independent tax advice if you require any advice on your tax position.


It is important that you understand the features of any investment product before you decide whether to invest

in it. The considerations set out below might help you to decide whether this Plan meets your investment needs.

Please note that Morgan Stanley & Co. International plc does not provide investment advice. If you are in any

doubt as to whether the Plan is suitable for you, you should consult your financial adviser.

The Plan may be appropriate for you if:

X You have received financial advice or, if you are investing on an execution-only basis, the appropriateness of

this investment for you has been assessed by your execution-only intermediary.

X You understand how the Plan works.

X You are able to leave your money invested for the full Investment Term and have access to other savings or

investments if needed for emergencies.

X You want FSCS protection (up to the prescribed limits stated on page 10) if Lloyds or RBS default and you

suffer a loss as a result.

X You understand and accept the risks associated with an investment in the Plan.

X You accept that you might just get back your Initial Investment at maturity.

X You accept that you won’t know the Initial Level of the shares in the Underlying Index until the Plan Start Date,

which is after your investment is made.

X You understand that the value of the Underlying Index does not include reinvestment of dividends

and therefore performance of the Underlying Index will not equal the value of the performance of the

constituent shares.

X You are looking for returns that are linked to the performance of the Underlying Index, but understand any

returns are fixed and may be less than the actual Index performance.

X You are looking for an investment product that will provide a return at maturity only, rather than an investment

product that is designed to provide a regular income through the life of the product.

X You want to protect your investment against negative performance of the FTSE™ 100 Index.

Is the Plan right for me?


The Plan is probably not appropriate for you if:

X You have not received financial advice nor, if you are investing on an execution-only basis, have had

appropriateness assessment of this investment for you.

X You do not understand how the Plan works.

X You do not understand and/or accept the risks associated with an investment in the Plan.

X You are not able to leave your money invested for the full Investment Term and/or do not have access to other

savings or investments if needed for emergencies.

X You are not comfortable that you will not receive dividend payments, or any other corporate actions, as you

would if you invested directly in the shares that make up the Underlying Index.

X You cannot accept that you might just get back your Initial Investment only at maturity.

X You are uncomfortable with not knowing the Initial Level of the shares in the Underlying Index until the Plan

Start Date, which is after your investment is made.

X You do not understand or accept that any returns are fixed, and may be less than the actual performance of

the Underlying Index.

X You are looking for a regular income on your investment.

X You are willing to put some of your capital at risk in order to receive a potentially higher return.

If you are applying for the Plan via an execution-only broker, the broker must assess appropriateness of the

Plan for you before you can invest in the Plan. This will assist the broker to determine whether you have the

necessary experience and knowledge in order to understand the risks involved in relation to this product.


There are a number of different ways to subscribe to the Plan:

X Direct Investment.

X Cash ISA investment for the 2014/15 tax year4.

X Transfer of existing ISA investment (Cash or Stocks and Shares).

X Self-Invested Personal Pensions (SIPPs), Small Self-Administered Schemes (SSASs) and investments from

charities, companies and trustees.

Subscription is only available by way of lump sum investment. The minimum subscription is £3,000, regardless of

which investment option you choose5.

If you are investing via a 2014/15 Cash ISA, there are certain restrictions:

X You cannot open more than one Cash ISA and one Stocks and Shares ISA in the 2014/15 tax year.

X The maximum total you can subscribe in 2014/15 ISAs (whether in a Cash ISA, Stocks and Shares ISA or both)

is £15,000.

X If you have not already subscribed for a Cash 2014/15 ISA, you can apply to open a 2014/15 Cash ISA with

Morgan Stanley as manager.

X If you have already subscribed to a Cash ISA for the 2014/15 tax year where Morgan Stanley is the ISA

manager, you can top up your ISA account provided your total investment into ISAs for the 2014/15 tax

year does not exceed £15,000. For example, if you have already subscribed £5,940 in a Cash ISA with

Morgan Stanley you can invest up to £9,060 in this Plan within the same Morgan Stanley Cash ISA (assuming

you have not also opened a 2014/15 Stocks and Shares ISA).

X You cannot use a Stocks and Shares ISA to invest in this Plan.

You can apply to transfer an existing Cash or Stocks and Shares ISA into the Plan without losing the tax efficient

status of your investment. Transfers from existing 2014/15 ISAs must be made in whole, although transfers from

previous years’ ISAs may be made in full or part. Please check with your existing ISA provider before making a

transfer, as there may be restrictions or penalties on transferring your investment.

Application Forms for Direct Investments, ISA investments and ISA transfers are available at the back of this

brochure. Application Forms for SIPP, SSAS or charity, company and trustee investments are available to

download via www.MorganStanleyIQ.co.uk

How to invest

4 From 1st July 2014, all ISA accounts became ‘New ISAs’ in the UK. To find out more about the rules governing New ISAs and how they could affect you, please visit www.hmrc.gov.uk/isa.

5 There may be instances where we will accept a subscription for less than £3,000 (for instance, in the case of ISA transfers). Please speak with your intermediary if you think this will apply to your subscription.


INVESTMENT DEADLINESThe deadline for submitting applications is 14th November 2014, except for ISA transfers where the deadline is

7th November 2014. This is to allow sufficient time for funds to be received from your existing ISA manager.

We reserve the right to close the subscription period early, if the Plan is oversubscribed.

We also reserve the right to cancel the launch of the Plan before the Plan Start Date for any reason, including

insufficient applications being received. In this case, we will return your investment within 14 days of the

cancellation and you will incur no product charge. If we have facilitated the payment of any Intermediary Charge,

we will not be able to refund you such amount and it may be that you are not entitled to any such refund from your

intermediary. You should contact your intermediary directly to discuss whether you are entitled to such refund and

make any arrangement for the relevant payment directly with the intermediary.


Frequently asked questions

Who is eligible to invest in the Plan?

Please see the Application Forms for conditions of who can apply. You need to be UK resident aged 18 or over

to qualify for an ISA investment. However, investments can be made on behalf of a person under the age of 18

through the Direct Investment option.

What charges/expenses will I incur?

This will depend on whether you have received investment advice in relation to the Plan. If you have received

investment advice or a personal recommendation, you will pay an initial product charge and a separate

Intermediary Charge. There are no further initial or ongoing charges to pay.

What is the initial product charge?

The initial product charge is a one-off charge, retained by the Plan Manager to cover product related costs such

as management and marketing fees, as well as to pay for the costs of the administration of the Plan. The initial

product charge does not include any Intermediary Charges. The product charge is expected to be up to 3% of

your original investment, which is accounted for within the terms of the product. The returns of the Plan are

shown net of the product charge in all our communications to you. There are no on-going charges in relation to

this Plan.

What is the Intermediary6 Charge/How is my intermediary compensated?

If you have received investment advice or a personal recommendation or if you are applying through an execution-

only intermediary, you will usually pay an Intermediary Charge to the intermediary through whom your application

is made. The amount payable will be agreed by you with your intermediary and may depend on the amount you

choose to invest. The Intermediary Charge will be charged separately from (and in addition to) the amount that

you invest in the Plan.

You may pay the Intermediary Charge directly to your intermediary. Alternatively, depending on the agreement

that you have in place with your intermediary, you may request Morgan Stanley to facilitate the payment

(i.e., you can pay the Intermediary Charge to us and we will then pay the intermediary on your behalf).

Morgan Stanley can only facilitate the payment of Intermediary Charges relating to investment advice or

personal recommendation. Where we are facilitating the payment of an Intermediary Charge to an intermediary

on your behalf, we will pay it to your intermediary only upon receiving funds from you, and, generally, within one

week of receiving such funds. You will need to instruct us of the amount of this Intermediary Charge on your

application form. If you have not received investment advice or a personal recommendation we are unable to

facilitate a payment to your intermediary.

Can I change my mind once I have subscribed?

Yes. You have the right to cancel your Plan within 14 days of the date your subscription is accepted or the date

you receive your cancellation form from us, whichever is later. You can exercise this right to cancel by writing to

Morgan Stanley & Co. International plc, BNY Mellon House, Ingrave Road, Brentwood, Essex CM15 8TG, provided

that such form is received by us before the Plan Start Date.

6 By intermediary we mean either an independent financial adviser or an execution-only broker.


Can the Plan be cancelled before the Plan Start Date?

Yes. Before the Plan Start Date the Plan Manager can decide to cancel the launch of the Plan. This can be due

to any reason, but most commonly if the Plan has not reached a sufficient number of applications or if there are

extraordinary market conditions that would make it impossible for the Plan Manager to maintain the economic

terms of the Plan. If the Plan Manager exercises this right, you will be returned your Initial Investment in full, but

we will not be able to facilitate any repayment of the Intermediary Charge that has been paid to your intermediary

through us.

If the Plan Manager cancels the Plan and you have invested via an ISA, this will not affect your ISA allowance for

the current tax year.

If I change my mind or if the Plan is cancelled, will you refund any Intermediary Charge you paid on

my behalf?

No. If you cancel your application, or if the Plan Manager cancels the Plan, we will not be able to refund you any

Intermediary Charge that has been paid to your intermediary through us. Furthermore, you should discuss with

your intermediary whether you are entitled to the repayment of the Intermediary Charge, as this is dependent on

the terms agreed with your intermediary and you might not be entitled to any such repayment. If you are entitled

to the repayment of the Intermediary Charge you will need to arrange for your intermediary to repay to you

directly any such amount.

Can I withdraw/transfer before the Maturity Date?

Partial withdrawals are not permitted. However you can withdraw/transfer your entire investment amount and

close your Plan early. In this case, repayment of your Initial Investment is not guaranteed and you may get back

less than you invested. You may only terminate or transfer the Plan by giving us written notice. Your investment

will be sold at the next practicable dealing day following receipt of your request (usually the 15th and 27th of each

month) and payment will be made within seven working days.

If you have invested via an ISA and subsequently decide to withdraw, it may not be possible to invest in another

ISA of the same type for the same tax year if your cancellation period has expired. If you have invested via an ISA

transfer, any favourable tax treatment associated with that ISA holding will be irrevocably lost unless you are able

to find another plan manager to transfer your investment to.

Will you keep me updated during the Investment Term?

You will receive an initial statement detailing your investment shortly after your application is processed

and a semi-annual statement and valuation as of the 28th February and 31st August each year until the Plan

Maturity Date.

What happens when the Plan matures?

We will contact you around six weeks before the Plan Maturity Date outlining the options available to you. Please

ensure you write to us if your address or bank details change.


How is my investment taxed?

All returns in excess of your Initial Investment will be treated as interest for tax purposes. How your investment is

taxed depends on your individual circumstances and whether you invest via an ISA or directly into the Plan.

Investing via an ISA: ISAs allow UK residents to invest up to the annual ISA limit (please see the ‘How to invest’

section for details), without incurring either capital gains or income tax.

Investing directly into the Plan as an Offshore Investor: Certain Offshore Investors (e.g., Channel Islands or Isle

of Man residents) are eligible to receive payments without deduction of tax. Please ensure that you provide a

completed R105 form (available via www.hmrc.gov.uk/forms/r105.pdf) together with your Application Form.

Investing directly into the Plan as a UK resident: Any returns paid under the Plan are subject to income tax at your

highest marginal rate of tax. We will automatically deduct tax at the basic rate (currently 20%).

If you are eligible to receive interest payments without tax deducted, you can complete a R40 form to reclaim the

tax that has been deducted at source (available via www.hmrc.gov.uk/forms/r40.pdf). We are unable to accept

R85 forms and therefore cannot make payments to non-ISA investors without deducting tax.

Company and pension investments: Subject to confirmation of your status, returns will be paid to you without

deduction of tax unless required by law.

The above information is based on tax legislation and practice as of the date of publication, as interpreted in

good faith by Morgan Stanley. Morgan Stanley is not qualified to give legal, tax or accounting advice to its clients

and does not purport to do so in this document. Clients are urged to seek the advice of their own professional

advisers about the consequences of the proposals contained herein.

What happens to my investment if I die?

Upon death, where your investment is held under an ISA, the ISA status of your investment will be lost. Your

assets will be transferred to a Direct Investment, which forms part of your estate for Inheritance Tax purposes.

Once suitable documentation is received, the investments will be transferred to your personal representatives

within seven working days. Your account can then be terminated early in accordance with its terms or held to

maturity, at the discretion of your personal representative.


Plan terms and conditions

The following Terms and Conditions are issued by Morgan Stanley & Co. International plc. The Terms and Conditions, of which the Application Form is a part (each as amended from time to time), will govern your investment with the Plan Manager. Please read these Terms and Conditions carefully. If there is anything that you do not understand, please speak to your financial adviser.

1. Definitions

1.1 In these terms the following words have the following meanings:

Applicable Regulations mean all legislation (including FSMA), statutory instruments and the FCA Rules insofar as they relate to the performance of the various obligations under these Terms and Conditions.

Application Form means the form that must be completed to enable your Plan to be opened and which constitutes part of the Terms and Conditions.

BNY Mellon means Bank of New York Mellon of 1 Canada Square, London E14 5AL,authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority with registration number 122467.

Brochure means the Plan Information, the Terms and Conditions and the Application Form.

Business, Charities and Pensions Account means a deposit account in the name of the Plan Manager (as your bare trustee) with the Deposit Taker in which the Plan Manager will invest your subscription if you are a corporate, UK- registered charity, or a SIPP or SSAS which is registered with and approved by HMRC, and meets the other conditions set out in these Terms and Conditions and the relevant Application Form. Amounts you receive from a Business, Charities and Pensions Account will be paid without deduction of tax unless required by law.

Business, Charities and Pensions Investor means a Plan holder whose Deposit is held by the Deposit Taker in the Business, Charities and Pensions Account.

Cash ISA means a cash individual savings account.

Deposit means a deposit in the relevant Deposit Account, opened with the Deposit Taker by the Plan Manager acting, in relation to each Trust Account, in its capacity as bare trustee on your behalf.

Deposit Account means each of a Business, Charities and Pensions Account, Cash ISA and Non-ISA Account.

Deposit Taker means Lloyds Bank plc.

Direct Investment means an investment in the Plan outside of a Cash ISA.

Early Termination Amount means the amount you will be entitled to receive in the event in which, pursuant to clause 27.1, you decide to terminate/ withdraw your investment in the Plan before the Maturity Date.

FCA means the Financial Conduct Authority of 25 The North Colonnade, Canary Wharf, London E14 5HS.

FCA Rules mean principles, rules and guidance issued by the FCA from time to time.

FSCS means the Financial Services Compensation Scheme.

FSMA means the Financial Services and Markets Act 2000.

HMRC means HM Revenue & Customs.

Initial Investment means the amount of money that you subscribe into the Plan, less any fees that we pay to an intermediary on your behalf, if applicable.

Maturity Date means the date on which your Deposit Account is due to mature, expected to be the date set out in the Brochure.

Non-ISA Account means a deposit account in the name of the Plan Manager (as your bare trustee) with the Deposit Taker, into which the Plan Manager will place your subscription if you are an individual making an investment that is not going to be held in a Cash ISA, including a R105 Account, or if you are a Planholder who is no longer eligible to be a Business, Charities and Pensions Investor and you agree with the Plan Manager for your Deposit to be moved. Amounts you receive from a Non-ISA Account will be paid after deduction of any tax required under applicable law.

Offshore Investor means an investor who is not resident in the UK for tax purposes.

Plan means an investment held within a Cash ISA or Direct Investment, in either case, as held under these Terms & Conditions.

Plan Information means the section of the Brochure which is not the Terms and Conditions and the Application Form.

Plan Manager means Morgan Stanley & Co. International plc, 25 Cabot Square, London E14 4QA. Authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority with registration number 165935 or such other entity as the Plan Manager may appoint to manage the plan.

Plan Start Date has the meaning specified in the “Key Terms” section of the Plan Information.

R105 Account means a deposit account in the name of the Plan Manager (as your bare trustee) with the Deposit Taker, into which the Plan Manager will place your subscription if you are an individual who is not resident in the UK and who has delivered a R105 Form.

R105 Form means the form designed for HM Revenues and Customs for Offshore Investors and which is available from www.hmrc.gov.uk/forms/r105.pdf/.

RBS means the Royal Bank of Scotland plc.

Regulations mean the Individual Savings Account Regulations 1998 as amended from time to time.

Stocks and Shares ISA means a stocks and shares individual savings account.

Trust Account means each of a Business, Charities and Pensions Account, a Cash ISA and a Non-ISA Account.

Trust Investor means a Planholder whose Initial Investment is held on trust by the Plan Manager and deposited in a Trust Account.

Trust Property means, in respect of an account, all right title and interest, present and future, in and to all amounts standing to the credit of the relevant account, including for the avoidance of doubt all returns generated on the Plan and credited to such account.

We, us and our refer to the Plan Manager.

You and your refer to an investor who applies to open a Cash ISA or Direct Investment, an investor who applies to top up an existing Cash ISA or an investor who applies to transfer their Cash or Stocks and Shares ISA subject to these Terms & Conditions.


2. Commencement

2.1 These Terms and Conditions will come into effect when we receive a copy of the Application Form signed by you.

3. Services to be provided

3.1 You appoint us to provide services as:

(i) ISA Plan Manager in connection with Deposits held within a Cash ISA; and/or

(ii) Plan Manager in connection with Direct Investments (including those from businesses, charities and pensions).

4. Investments

4.1 Under these Terms and Conditions, we provide services in relation to Deposits only.

5. Eligibility

5.1 You are eligible to invest in the Plan if:

a) you are an individual investing in a Non-ISA Account and you satisfy the criteria in condition 5.2 below;

b) you are an individual investing in a Cash ISA and you satisfy the criteria in condition 5.3 below;

c) you are a company and you satisfy the criteria in conditions 5.4 and 5.7 below;

d) you are a Pension investor and you satisfy the criteria in conditions 5.5 and 5.7 below; or

e) you are a charity and you satisfy the criteria in conditions 5.6 and 5.7 below, and you are able to provide evidence of your eligibility to invest in the Plan.

5.2 To invest in the Plan through a Non-ISA Account, you must be aged 18 years or over and resident in the UK for tax purposes, or, if you are an Offshore Investor, have submitted an R105 Form.

5.3 To invest in a Cash ISA, you must:

a) be aged 18 years or over;

b) be an individual;

i. who is resident in the UK,

ii. who, though not resident in the UK, has general earnings from overseas Crown employment subject to UK tax within the meaning given by section 28 of the Income Tax (Earnings and Pensions) Act 2003, or

iii. who, though not resident in the UK, is married to or in a civil partnership with a person mentioned in paragraph (ii) above;

c) not have subscribed, and must not subscribe, to another Cash ISA in the current tax year in which you are investing;

d) not already have subscribed for the maximum ISA allowance for the current tax year in which you are investing; and

e) meet any other requirements under the Regulations enabling you to hold a Cash ISA.

5.4 To invest in a Business, Charities and Pensions Account, companies must:

a) be duly incorporated, validly existing and resident for tax purposes in the UK or another jurisdiction (to be specified in the Application Form);

b) have the necessary corporate power and authority to invest in the Plan;

c) have an Application Form which is duly authorised and executed, and

d) agree to be bound by these Terms and Conditions as valid and legally binding obligations which are enforceable under English law.

5.5 To invest in a Business, Charities and Pensions Account, a SIPP or SSAS must:

a) be a registered pension scheme under the Finance Act 2004 or be a pension scheme for which such registration has been applied;

b) be authorised under the rules of its scheme to invest in the Plan and be making the investment for the purposes of the scheme;

c) not be in breach of its constitutional documents by investing in the Plan;

d) have the necessary delegation and powers to invest in the Plan;

e) have an application Form which is duly authorised and executed; and

f) agree to be bound by these Terms and Conditions as valid and legally binding obligations which are enforceable under English law.

5.6 To invest in a Business, Charities and Pensions Account, a charity must:

a) be a charity which is validly registered with a UK charities regulator;

b) have the necessary power and authority to invest in the Plan;

c) not be in breach of its constitutional documents by investing in the Plan, and

d) have the necessary delegation and powers to invest in the Plan.

5.7 To invest in a Business, Charities and Pensions Account, you must:

a) have an Application Form which is duly authorised and executed;

b) not be acting as agent, nominee or trustee for any other person, and

c) agree to be bound by these Terms and Conditions as valid and legally binding obligations which are enforceable under English law.

5.8 If there is a change in your eligibility to invest in the Plan, your tax status or your circumstances or to any thing you have stated in your Application Form or otherwise under these Terms and Conditions, you must notify the Plan Manager immediately.

5.9 If you are investing in the Plan though a Business, Charities and Pensions Account and you cease to be eligible to invest in the Plan, your tax status changes or we otherwise become aware that you are not or may not be eligible to receive amounts without deduction of tax, we may close your Deposit Account with immediate effect (and you will be paid the Early Termination Amount) or, if you and we agree, we may transfer your Deposit to a Non-ISA Account or other account. Amounts in respect of your Deposit may then be paid to you after deduction of any tax.

5.10 If you are an Offshore Investor, you will be entitled to invest in a R105 Account provided that you fulfil the eligibility criteria relevant for such accounts and have delivered a valid R105 Form.

5.11 If you are an Offshore Investor, you will provide us with a refreshed R105 Form every two years, or upon request by the Plan Manager, whichever is earlier.

5.12 You authorise us to provide your R105 Form to the Deposit Taker.

6. Your Plan

6.1 To open a Plan, you must submit to the Plan Manager a fully completed Application Form. In the case of an Offshore Investor, you must also provide a R105 Form. In the case of a Cash ISA investment for 2014/15 and/or a Direct Investment, you must also provide the initial subscription amount in cash such that it clears in our account before the Plan Start Date. In the case of a ISA transfer, we will manage your Plan upon receipt of the proceeds of your previous Plan from your previous Plan Manager. The Application Form is part of these Terms and Conditions and if the terms differ, those contained in the Application Form will prevail.

6.2 Subject to the Regulations we may provisionally open a Cash ISA where the information which you have supplied is insufficient. In respect of a Cash ISA, where we open a Plan on a provisional basis you must supply the missing information within 30 days of the application, otherwise the Plan must be voided in accordance with HM Revenue & Customs requirements.

6.3 You may open more than one Plan, subject to completion of an Application Form for each Plan.


6.4 The Plan Manager reserves the right to reject an application for any reason.

6.5 As we have no discretion over the management of the Plan, you will have full responsibility for instructing us as to the amount of any investments or cash which shall constitute the Plan.

7. Client categorisation

7.1 We will categorise you as a retail client for the purposes of the FCA rules unless we specify otherwise in correspondence to you and you will benefit from the regulatory protections afforded by the Applicable Regulations.

8. Execution of orders

8.1 In performing our duties under these Terms and Conditions, we shall take all reasonable steps to obtain the best possible result for you in effecting all sales, purchases and other transactions in the Deposit. A summary of our order execution policy is provided with these Terms and Conditions and further details are available on request. Please note that the summary of our order execution policy is not intended to have any contractual effect.

8.2 By signing the Application Form and agreeing to our Terms and Conditions: you consent to (1) our execution policy; and (2) your orders’ being executed by us outside of a regulated market or multilateral trading facility.

8.3 If you give us a specific instruction in relation to the execution of an order or in relation to a specific aspect of the order, this may prevent us from taking the steps that we have designed and implemented in our execution policy to obtain the best possible result for the execution of that order or in respect of the elements covered by that instruction. We will follow your instruction and this will discharge our execution obligations in relation to the order or the specific aspect of the order to which your instruction relates.

9. Instructions

9.1 Your instructions must be given to us in writing.

9.2 If we have any material difficulty in promptly carrying out your instructions relating to the purchase and sale of the Deposit, we shall inform you as soon as reasonably practicable upon becoming aware of such difficulty.

9.3 Where we consider it appropriate not to do so, you hereby instruct us not to make public limit orders not immediately executed under prevailing market conditions in respect of securities underlying the the Deposit that are admitted to trading on a regulated market.

10. No Advice

10.1 We will buy or sell the Deposit on an execution-only basis without exercising any discretion or providing any investment advice to you.

10.2 In the provision of this service, we are not required to assess the suitability of buying and selling the Deposit and you will therefore not benefit from the protection of the FCA rules on assessing suitability.

10.3 We encourage you to seek the advice of an independent investment adviser before you make an investment in the Plan. If you decide that you do not want or need financial advice, it may be possible for you to invest in the Plan on an execution-only basis, provided that the intermediary that is facilitating your investment has assessed the appropriateness of this investment for you.

11. Cancellation

11.1 You will have the right to cancel your Plan within 14 days of the date your subscription is accepted or the date you receive your cancellation form from us, whichever is later. You can exercise this right to cancel by sending a written notice to Morgan Stanley & Co. International plc, BNY Mellon House, Ingrave Road, Brentwood, Essex CM15 8TG providing your name and address and the Plan number with clear instructions to cancel your investment. Or you can send us a duly filled in cancellation form. If you fail to exercise your right to cancel within those 14 days, you will not be able to do so thereafter and you will be bound by these Terms and Conditions, except for the possibility of termination and withdrawal under condition 27.

11.2 If you exercise your right to cancel your Plan, you will not incur any additional charges provided that we receive your cancellation notice

before the Plan Start Date. Provided that all anti-money laundering verification on your application has been completed, we will pay to you no later than 30 days after the date on which we received notice of cancellation from you, any amounts which you have paid to us or for our benefit in connection with your Plan or the Deposit (including amounts paid by you to our agents). If all anti-money laundering checks have not been completed in a timely manner due to outstanding documentation and/or information, this may delay any payment due to your cancelling your investment.

11.3 By exercising your right to cancel you will withdraw from these Terms and Conditions and your Plan will be terminated.

11.4 If you exercise your right to cancel, but we do not receive your notice to cancel until on or after the Plan Start Date when the investment in the Deposit has been made, and the value of the Deposit has fallen in that time, an amount equivalent to the fall in value of the Deposit will be deducted from the amount of your subscription repaid to you.

11.5 If you exercise your right to cancel the purchase of the Plan following a Cash ISA or Stocks and Shares ISA transfer, unless you are able to find another Plan Manager to transfer your investment to the proceeds will be paid direct to you and you will irrevocably lose any favourable tax treatment associated with a Cash ISA or Stocks and Shares ISA holding.

11.6 The cancellation rights in this clause are in addition to your right to terminate under clause 27 of the Terms and Conditions. The cancellation rights in this clause are confined to the beginning of our relationship and are separate from the termination arrangements in clause 27 of the Terms and Conditions, which will operate thereafter.

11.7 The Plan Manager reserves the right to cancel the launch of the Plan before the Plan Start Date, for any reason, including for reasons due to (i) insufficient Application Forms being received before such date, (ii) the credit rating of the Deposit Taker having significantly deteriorated prior to the Plan Start Date, or (iii) significant volatility impacting the Deposit or the financial markets so that the economic terms of the Plan cannot be maintained. If The Plan Manager exercises its right to cancel the Plan, you will incur no charge and your Initial Investment will be returned in full, subject to clause 11.8 below, to you within 14 days of the cancellation.

11.8 If you exercise your cancellation rights under this clause 11, or the Plan Manager cancels the launch of the Plan before the Plan Start Date under clause 11.7, your agreement with your intermediary will govern whether you may have any right to a refund of any Intermediary Charge and you may not be entitled to any refund of the Intermediary Charge. The Plan Manager is unable to facilitate any repayment of the Intermediary Charge and therefore any such repayment should be discussed directly with your intermediary and you should arrange for any repayment to be processed by the intermediary directly to you. You should contact your intermediary for further information.

12. Subscriptions

12.1 Subscriptions to the Plan may only be made with your own cash or by transfer of cash from an existing Cash ISA or Stocks and Shares ISA. If your total subscription amount in cash has not cleared in our account before the Plan Start Date, we reserve the right to cancel your Plan application, and, if we do have to cancel your application on that basis, we accept no liability for any resulting loss, of any kind, sustained by you by such cancellation. Regardless of the legally binding nature of these Terms and Conditions, the information provided in the Brochure is valid for the subscription period only, which ends before the Plan Start Date.

12.2 Transfers of existing Cash ISAs or Stocks and Shares ISAs will normally be arranged with the existing Cash ISA or Stocks and Shares ISA manager. Once the Cash ISA or Stocks and Shares ISA has been transferred, your new Cash ISA will be subject to the Terms & Conditions set out here. Please note that the value of your assets may change during such transfer.

13. Treatment of Cash held within your Plan

13.1 Cash will be held by us in client bank accounts with approved banks in the UK in accordance with the Client Money Rules of the FCA.


14. Your Plan

14.1 The Plan Manager will deposit your Initial Investment into a non-interest-bearing pooled designated client trust account in the Plan Manager’s name, as bare trustee, with RBS. Although your Initial Investment will be recorded and separately identified by the Plan Manager, your entitlement may not be identifiable by separate documents or certificates of title and will be held in the relevant account with RBS, together with the monies from all other depositors of the same type. Each investor, together with each other investor of the same type, jointly and severally has recourse against the Plan Manager with respect to the Trust Property held in the account into which its Initial Investment was deposited.

14.2 On the Plan Start Date, the Plan Manager will withdraw your Initial Investment from the account with RBS and deposit it in the relevant Deposit Account with the Deposit Taker, in the name of the Plan Manager as bare trustee. Although your Deposit will be recorded and separately identified by the Plan Manager, your entitlement may not be identifiable by separate documents or certificates of title and will be held in the relevant Deposit Account together with the monies from all other depositors of the same type. Therefore, each Trust Investor, together with each other Trust Investor whose Deposit is held in the same Trust Account, jointly and severally has recourse against the Plan Manager with respect to the Trust Property held in the relevant Trust Account.

14.3 the Plan Manager declares that it shall hold:

a) the Trust Property in respect of each account held with RBS into which Planholders’ Initial Investments are deposited prior to the Plan Start Date in bare trust for each such Planholder absolutely as to fixed undivided shares pro rata and pari passu to each Planholder’s Initial Investment;

b) on and following the Plan start Date:

i. the Trust Property in relation to the Cash ISA on trust for each Cash ISA Investor absolutely as to fixed undivided shares pro rata and pari passu to each of such Planholder’s Initial Investment;

ii. the Trust Property in relation to the Non-ISA Account in which the Plan Manager deposits subscriptions from Non-ISA Investors on trust from each Non-ISA Investor absolutely as to fixed undivided shares pro rata and pari passu to each such Non-ISA Investor’s Initial Investment; and

iii. the Trust Property in relation to the Business, Charities and Pensions Account in which the Plan Manager deposits subscriptions from Business, Charities and Pensions Investors on trust for each Business, Charities and Pensions Investor absolutely as to fixed undivided shares pro rata and pari passu to each such Business, Charities and Pensions Investor’s Initial Investment; (each such trust, a “bare trust”).

14.4 The Plan Manager shall act as a bare trustee of each Bare Trust. Each Bare Trust shall operate in accordance with the following terms and without prejudice to any other provisions of these Terms and Conditions.

14.5 The Plan Manager shall exercise no discretion as regards the application of the Trust Property and shall act in a pre-determined manner in accordance with the Terms and Conditions and any instructions received by the Planholder in the Application Form or otherwise.

14.6 The Plan Manager may retire as Plan Manager on giving one month’s notice, and the Plan Manager may appoint a new entity as Plan Manager and bare trustee of the Bare Trusts. The new Plan Manager must be approved to act as an ISA Manager by the Commissioners of HMRC.

14.7 If the Plan Manager becomes insolvent or defaults under its obligations as bare trustee of one or more of the Bare Trusts, the Deposit Taker has the power to appoint a new bare trustee to replace the Plan Manager (which must be approved to act as an ISA Manager by the Commissioners of HMRC) in relation to all the Bare Trusts.

14.8 The Plan Manager as bare trustee will account to Trust Investors in the Plan for any amount that it receives in respect of their Deposit Account from the Deposit Taker under the terms of the Deposit. The Plan Manager does not guarantee or assure the payment obligations of the Deposit Taker. Accordingly, you are exposed to the credit risk

of the Deposit Taker, which is the risk that the Deposit Taker will not be able to fulfil its payment.

15. Trust Accounts

15.1 The Plan Manager, acting as a bare trustee on behalf of Trust Investors, will arrange on or prior to the Plan Start Date to open a Deposit Account in relation to each type of Trust Investor with the Deposit Taker.

15.2 Any information on credit ratings of the Deposit Taker provided in the Brochure is correct at the time of publication. The credit ratings assigned to the Deposit Taker and Plan Manager can change at any time without notice.

16. R85 Forms

16.1 If you have invested in a Non-ISA Account, please note that we are unable to accept R85 Forms, and therefore cannot make payments to you without deduction of tax. You may, depending on your status, be able to reclaim taxes using a R40 form. This form can be downloaded from HMRC’s website (www.hmrc.gov.uk/forms/f40.pdf).

17. Permitted Investments

17.1 The Plan Manager may without previously consulting you aggregate any transaction for an investor with one or more transactions for other investors, but it will do so only if it reasonably considers that it is unlikely that the aggregation of transactions will work overall to your disadvantage. However, you should note that the aggregation of transactions may, on some occasions, result in you receiving a less favourable price than if each transaction had been carried out separately. The Plan Manager will take all reasonable steps to ensure that any aggregated transaction is carried out on the best terms generally available in the market at that time for transactions of a similar type and size.

17.2 You have a right to inspect copies of contract notes, vouchers and entries in the Plan Manager’s book, or computerised records relating to transactions carried out for your account. These records will be kept for at least six years.

18. Plan Returns

18.1 Your Plan’s returns, including how they will be taxed, will be in accordance with the relevant details in the Plan Information.

18.2 We will contact you around six weeks before the Plan Maturity Date, or any of the Kick Out Dates, if applicable, outlining the options available to you in order to confirm what you want us to do with the cash proceeds of your Plan. If we do not receive instructions from you we will hold your cash proceeds in an account selected by us until we receive your instructions, however at any time we may at our discretion attempt to remit the proceeds to you at the last address you communicated to us. It is therefore important that you notify us if your address or bank details change. The cash proceeds of your Plan will not earn interest or generate any growth after the Maturity Date.

18.3 Any return from the Plan will be paid to you within 10 business days from the relevant Kick Out Date or Maturity Date, as applicable.

19. Ownership and Security

19.1 All interest in your Plan will be, and must at all times remain, in your beneficial ownership, and must not be used as security for a loan. None of your interests in your Plan may be assigned or otherwise transferred to any third party, nor may you create any charge or security over any of such interests.

19.2 We shall not hold any lien over or security interest in your investments or cash held in our custody or lend or grant any security interest in your assets or borrow on your behalf from any third party to commit you to supplement the funds in the Plan.

20. Taxation

20.1 To the extent that any amounts in respect of tax are required to be deducted from any payment made under the Plan, neither the Plan Manager nor the Deposit Taker shall be under any obligation to reimburse you, and you shall therefore bear the economic cost of such tax.

20.2 You authorise the Plan Manager and the Deposit Taker to provide HMRC with all relevant details of your Deposit Account, and to make


any necessary claims, conduct appeals and agree on your behalf any liabilities for, and relief from, tax in respect of your Deposit Account.

20.3 For the purposes of condition 20.2, you must provide the Plan Manager with all information that it reasonably requests. You must also inform the Plan Manager immediately of any change in your tax status or any other material change in your circumstances (including any change to any information or declaration provided in your Application Form or otherwise under these Terms and Conditions).

20.4 Please note that the information given in this Brochure, including these Terms and Conditions, does not constitute tax or legal advice, and you should consult your own professional adviser to obtain advice of this nature. Levels and bases of taxation, and reliefs from taxation, are subject to government legislation and may change, possibly during the term of the Deposit. They will also depend on your personal circumstances. All references to taxation are to UK taxation, and are based on our current understanding of UK laws and HMRC published practice.

21. Investment Risks

21.1 Your investment is subject to a number of risks including those stated in the risk factors and generally in the Plan Information. In particular, in certain circumstances, you may not receive the full return and you could lose all, or part, of your original investment. Before you invest in the Plan, you should ensure that you fully understand the nature of your investment, the risks involved and your own personal circumstances. If you are in any doubt about an investment in the Plan, you should take advice from an appropriately qualified financial adviser.

22. How Investments are held

22.1 Deposits cannot be held by you outside of the Plan. All interest in your Plan will be, and must at all times remain, in your beneficial ownership, and must not be used as security for a loan. None of your interests in your Plan may be assigned or otherwise transferred to any third party, nor may you create any charge or security over any of such interests. We shall not hold any lien over or security interest in your investments or cash held in our custody or lend or grant any security interest in your assets or borrow on your behalf from any third party to commit you to supplement the funds in the Plan.

22.2 We shall at all times maintain records identifying your entitlement to Deposits and cash in the Plan. No evidence of ownership will be issued to you, although you will receive the documents and information listed in clause 24 below.

22.3 If applicable, a certificate or other document evidencing title to an investment will be held by us in safe custody or as we may direct, and such documents will be kept separately from any document of title to an investment belonging to us.

22.4 Our nominee and safe custody services will include settlement and:

i. dealing on your instructions with corporate actions (as applicable), including rights entitlements and other matters affecting the Deposits;

ii. collecting and paying all monies becoming due or payable in respect of the Plan;

iii. claiming and collecting all payments or other income or entitlements (as applicable) accruing to you.

22.5 We may pool your Deposit with the investments of other clients. In respect of the Deposits registered collectively, your entitlements may not be identifiable by separate certificates, other physical documents of title or equivalent electronic record, so that in the event of any default, any shortfall of Deposits registered in that name may be shared pro rata amongst all clients whose investments are so registered.

22.6 Where your holding has been pooled with the holdings of other clients, your entitlements to shares and other benefits arising from corporate events will be distributed on a pro-rata basis or in any other manner as we may reasonably think fit. We shall not be obliged to pass on fractional rights accruing to you by making a payment or delivery to you if the aggregate amount due to you is less than £1 or if the value deliverable to you is less than £1.

22.7 We shall not hold any lien over or security interest in your investments or cash held in our custody or lend or grant any security interest in

your assets or borrow on your behalf from any third party to commit you to supplement the funds in the Plan.

23. Conflicts of Interest

23.1 We manage actual or potential conflicts of interest as they arise in accordance with our conflicts of interest policy and the relevant sections of the FCA rules. A summary of the conflicts of interest policy is attached to these Terms and Conditions for information purposes only.

23.2 Subject to our obligations under the FCA Rules, we may enter into any transaction with you, or on your behalf, notwithstanding that we or an affiliate have or may have a material interest in the transaction or any resulting transaction or a relationship which gives rise to a conflict of interest. The interests or relationships which we may have include, but are not limited to, being the other party to the transaction, or acting as agent for another client or investor, or acting as principal selling our own property to you or buying property from you, and thereby making a profit (or loss) or taking a mark-up, mark-down or credit for our or their own account. In addition, we may perform other roles with respect to the Deposit. Further details of our other roles are explained in the Plan Information and also in the Summary of the Conflicts of Interest Policy in the Terms and Conditions.

24. Statements and Reporting

24.1 We will acknowledge in writing, where applicable:

i. your application to open a Cash ISA;

ii. your application to top up your existing Morgan Stanley 2014/15 Cash ISA

iii. your request to transfer a Cash ISA or Stocks and Shares ISA to us; or

iv. your application to open a Direct Investment Plan.

24.2 We shall provide you with a statement showing the Deposits and cash that are held by us in safe custody and a valuation of your portfolio every six months. Values of investments will be based on valuations taken on the 28th February and 31st August (or the next available business day) each year. This will show details of all transactions effected during the previous six months and include a valuation of your Plan. The statement will be prepared in accordance with the FCA Rules, will be issued within 25 business days of the valuation date and will not include any measure of comparative performance.

24.3 We may produce a consolidated statement covering where applicable:

i. all Cash ISAs and Stocks and Shares ISAs that are held with us; and,

ii. an investment statement covering all Direct Investments held with us.

24.4 Upon request, we will forward to you copies of any information issued to the holders of the Deposit in which you invest. We reserve the right to charge a reasonable fee for providing these additional services.

25. Partial Withdrawals

25.1 Partial withdrawals are permitted, as long as they are for £3,000 or more. Partial withdrawals of less than £3,000 are not permitted unless we agree with you otherwise, for example, when your investment is through a pooled nominee account.

26. Transfers to another Manager

26.1 Subject to the Regulations, you have the right at any time to transfer your Cash ISA to another ISA Manager. The returns as described in this Brochure are only valid if you remain invested for the full investment period of the Plan. As such, if you transfer your Cash ISA prior to the Maturity Date, the transfer value may be less than your original investment.

26.2 To effect a transfer you must submit to us a written instruction and/or a letter of acceptance from your new ISA Manager. We will effect the transfer in cash following the sale of all holdings in your Cash ISA held by you in accordance with the termination provisions set out below. It is not possible to transfer your interests in the Deposit within any of the Plans directly into another Cash ISA or Stocks and Shares ISA.

26.3 In accordance with the Regulations, if you wish to transfer a Cash ISA for the current year the transfer must be effected in respect of all of the subscriptions made that year. In relation to Cash ISAs or Stocks


and Shares ISAs opened in respect of a previous tax year, the transfer must be effected in respect of all holdings held in that tax year’s plan.

27. Termination and Withdrawal

27.1 You may terminate/withdraw from the Plan at any time by giving written notice to the Plan Manager that you wish to terminate/withdraw from your Plan. Following receipt, the Plan Manager will sell your investments at the next practicable dealing date. If your request to cancel is received by us within five business days immediately preceding a dealing date, we reserve the right to delay your request to terminate/withdraw until the following dealing date. Your Plan will terminate no later than 30 days after the termination notice is received by the Plan Manager. On termination, the Plan Manager will account to you for the proceeds of investments and will be entitled to retain any cash or investments required to settle any transactions already initiated on your behalf and any outstanding fees. You will pay to the Plan Manager any fees and transaction charges accrued to the date of termination.

27.2 If you withdraw, partially or in full, your investment in the Plan, the amount you receive will be influenced by many factors, including potential market movements of the Underlying Index level or interest rates, the cost to the Deposit Rater of returning the monies to you and the credit rating of the Deposit Taker.

27.3 The Plan may be terminated by the Plan Manager in the following circumstances:

i. immediately on giving written notice to you if, in its opinion, it is impossible to administer the Plan in accordance with the Regulations or you are in breach of the Regulations. (The Cash ISA will terminate automatically if it fails to satisfy the provisions of the Regulations with immediate effect. The Plan Manager will notify you in writing if, by reason of any failure to satisfy the provisions of the Regulations a Cash ISA ceases to qualify as such). You will immediately notify the Plan Manager in writing if you cease to be a qualifying individual for the purposes of the Regulations;

ii. on one month’s written notice if you fail to pay any money due; or,

iii. if you are in breach of any material obligation under these terms, and following written notice requesting you to remedy the breach within three months of such notice, you have failed to remedy the breach within such time.

In these circumstances any assets of the Plan will be sold and the proceeds transferred to you, subject to our right to retain cash in respect of fees and transaction charges as set out in clause 27.1 above.

27.4 It is anticipated that the Plan Manager will be the only dealer in the Deposit.

28. Death

28.1 In the event of your death, your Cash ISA will cease to be exempt from tax, with investments then being held in a Direct Investment. The Direct Investment forms part of your estate for inheritance tax purposes, and accordingly the Plan Manager would then await further instructions from your personal representatives.

29. Charges

29.1 Though no charges, fees or expenses will be deducted directly from the Plan or affect your anticipated return under the Plan, the terms of the Deposit and the basis upon which they will be acquired by the Plan Manager on your behalf will reflect certain product related costs and expenses (as specified in the Plan Information, the product charges). Where a personal recommendation is made to you in relation to the Plan by an intermediary, neither we nor any affiliated company in the Morgan Stanley group will make payments of, solicit or accept any third party commissions, remuneration or benefits of any kind in relation to such personal recommendations (or any other service related to such personal recommendations).

29.2 However, we reserve the right to introduce additional charges in the future to cover any additional expenses incurred by us as a result of a material change in Regulations. Should it ever become necessary to introduce such a charge, you will be given three months’ notice.

29.3 Without prejudice to the foregoing paragraphs of this clause 29, you should note that there may be additional taxes or other costs that you are liable for that are not paid via us or imposed by us.

30. Records of Your Plan

30.1 We will undertake to do the following:

i. to maintain all relevant records relating to your Plan;

ii. to make appropriate returns to HM Revenue & Customs for the purposes of taxation; and,

iii. to provide all taxation details to you, as may be required under the Regulations.

31. Delegation of Functions

31.1 We may appoint a third party to act in respect of any function relevant to administration of your Plan. Should we appoint a third party, we will satisfy ourselves that any such third party is competent to carry out those functions or responsibilities. We shall take full responsibility for the actions and omissions of any such third party.

32. Payments

32.1 All payments shall be made by us to the bank account that you have indicated in the Application Form or to the bank account that you might have subsequently notified to us, in an event at least 10 days before the due payment date. We shall not be liable for any loss or cost you can suffer as a result of us effecting a payment into the bank account you have last notified to us if no notification of change has been received by us within the 10 days preceding such payment.

33. Assignment

33.1 We may appoint another company to be the Plan Manager of your Plan under these Terms & Conditions on giving you one month’s notice. The new Plan Manager must be approved to act as an ISA Manager (as applicable) by the Commissioners of HM Revenue and Customs.

34. Complaints

34.1 Any complaint should be addressed to Morgan Stanley & Co. International plc, BNY Mellon House, Ingrave Road, Brentwood, Essex CM15 8TG in the first instance. If you are not satisfied with the manner in which the matter is addressed you can refer complaints relating to the administration of your Plan to The Financial Ombudsman Service at Exchange Tower, London E14 9SR. Making a complaint will not prejudice your right to take legal proceedings. A statement describing our complaints handling procedure is available on request.

35. Compensation

35.1 The Deposit Taker and RBS are covered by the Financial Services Compensation Scheme (FSCS). The FSCS can pay compensation to depositors if a bank is unable to meet its financial obligations. Most depositors – including most individuals and small businesses – are covered by the scheme.

35.2 In respect of deposits, an eligible depositor is entitled to claim up to GBP 85,000. For joint accounts each account holder is treated as having a claim in respect of their share, so, for a joint account held by two eligible depositors, the maximum amount that could be claimed would be GBP 85,000 each (making a total of GBP 170,000). The GBP 85,000 limit relates to the combined amount in all the eligible depositor’s accounts with the bank, including their share of any joint account, and not to each separate account.

35.3 For further information about the scheme (including the amounts covered and eligibility to claim) please ask at your local branch, refer to the FSCS website www.fscs.org.uk or call 02078927300 or 08006781100.

35.4 In the event of the Deposit Taker or RBS’ being unable to repay depositors, we will, upon your request, submit a claim to the FSCS on your behalf, acting as bare trustee and, for this purpose, we will make available the documentation required by the FSCS to evidence your beneficial ownership in the Deposit and subject to you providing us with the documentation, which the FSCS might require to make a judgement as to your entitlement to compensation and the amount of the cover. We do not make representations as to the outcome of any such claim submitted to the FSCS.


36. Intermediary Charges and Commissions

36.1 When you subscribe to our Plan following a personal recommendation made to you by an intermediary, either:

i. you will pay the Intermediary Charge to the intermediary directly; or,

ii. we will facilitate the payment of the Intermediary Charge for you (i.e. if you indicate your agreement on the Application Form, you can pay the Intermediary Charge to us and we will then pay the intermediary on your behalf). The amount of the Intermediary Charge may depend on the amount you invest and will be agreed between you and your intermediary. Any amount payable will be set out in the Application Form completed by you and the intermediary. Please inform us if you change your intermediary to enable us to keep our records up to date.

36.2 When you subscribe to our Plan in circumstances where no personal recommendation has been made to you by an intermediary, we will not be able to facilitate a payment from you to the relevant intermediary and you will need to arrange for the payment of such Intermediary Charge directly to your intermediary.

36.3 We may pay or accept any fee or other non-monetary benefit from a third party in the course of acting as Plan Manager which does not give rise to a conflict with our duties to act in your best interests and to the extent that such acceptance is not related to any personal recommendations (or to any other service that is itself related to such personal recommendations) and is otherwise permissible under the FCA Rules.

37. Data Protection

37.1 We shall, in connection with personal information provided about you (the “Personal Data”), comply (where applicable) with the UK Data Protection Act 1998 and other applicable data protection laws and regulations.

37.2 Your Personal Data may be collected directly from you or through your agents (including your intermediary) or any other third party who communicates with us. Where an intermediary acts on your behalf, we will disclose your Personal Data and information concerning your investment to that intermediary.

37.3 We may use your Personal Data for such purposes as are necessary in relation to the provision or administration of the services for which you are currently applying or may apply for in the future. This may include, without limitation, purposes for the operation of your investment in shares (including e.g. for registration and distribution purposes) and for statistical analysis. We may also process and disclose your Personal Data for the purposes of carrying out money laundering checks, conflict checks, fraud prevention, complying with diverse legal regulations and reporting to and auditing by national and international regulatory or exchange bodies.

37.4 We may also use your Personal Data to keep you informed by post, telephone or e-mail of our additional products or services and/or those offered by our associated companies. This information may not directly relate to financial services. Please note that your details may continue to be used for these purposes after your investment has lapsed. If you do NOT wish your contact details to be used for marketing purposes as set out above, please write to us at the address given below or tick the relevant box in the application form.

37.5 We may use third parties, agents or distributors to process your Personal Data, on our behalf, for the purposes set out in this clause 37.

37.6 This clause constitutes notice that we may need to transfer your Personal Data internationally both to other Morgan Stanley offices or to third parties, agents and distributors, for the purposes described above, including to countries which may not offer a level of protection for personal data as high as countries within the EEA. Agreement to this clause 37 shall constitute notification and (where applicable) consent to such transfers. We will endeavour to ensure that any such data processed or disclosed is appropriately protected by technical and operational security measures and contractual measures where necessary.

37.7 This clause 37 and the disclosure of Personal Data to us or our third parties is understood by you and us as constituting consent that we or our third parties may process personal data on the terms set out in this clause 37.

38. Money Laundering

38.1 All transactions relating to products provided by us are covered by the Money Laundering Regulations, including the Proceeds of Crime Act 2002, the Money Laundering Regulations 2007, FCA Rules and any relevant guidance notes. This means that we are responsible for compliance with these regulations. As a consequence, you may be required to provide proof of identity when buying or selling your investment.

38.2 If we are unable to complete the required anti-money laundering verification checks on your investment due to outstanding information and/or documentation, restrictions will apply. We will be unable to accept any further monies, process any transfers out of Your investment, or allow any outbound monies to be released. These restrictions will affect all parties associated with the holding until the outstanding information and/or documentation is provided.

39. Communications

39.1 For your security telephone conversations may be recorded.

39.2 You acknowledge that you may receive from us unsolicited telephone calls and other communications permitted by the FCA Rules.

39.3 English law is taken by us as the basis for the establishment of relations with you prior to the conclusion of these Terms and Conditions.

40. Telephone and/or Internet Dealing

40.1 We reserve the right to introduce a facility for telephone and/or internet dealing in respect of your Plan. In the event that we introduce these facilities, we will reserve the right not to accept any dealing instruction unless we are satisfied that all information which we require at the time of dealing has been accurately provided.

41. Liability

41.1 You should read the Risk Factors and other sections of the Plan Information before submitting an Application Form to open a Plan. These Terms and Conditions cannot disclose all the risks and other significant aspects of the Deposit and your Plan. You should not apply to open a Plan unless you understand the nature of the Deposit and the extent of your exposure to risk. No warranty is given by us as to the performance or profitability of the Plan. You must be aware that the price of the Deposit can go down as well as up and that there is a degree of risk attached to stock market related investments. You may not get back the amount you originally invested. You are reminded that past performance is no guarantee of future returns. In the event of any failure, interruption or delay in the performance of its obligations resulting from any event or circumstance not reasonably within its control, the Plan Manager shall not be liable or have any responsibility of any kind for any loss or damage you incur or suffer as a result. Nothing in these Terms and Conditions will exclude or restrict any duty or liability which we have to you under the FCA Rules or will require you to indemnify any person where the requirement would be contrary to the FCA Rules.

42. Amendment to Terms & Conditions

42.1 We may from time to time change these Terms & Conditions for the following reasons:

i. to comply with or reflect a change of applicable law or regulation or a decision by an ombudsman;

ii. to make them more favourable to you or to correct a mistake (provided that any correction would not be detrimental to your rights); or

iii. to provide for the introduction of new systems, services, changes in technology and products (provided that any change would not be detrimental to your rights).

We will give you at least 30 days’ written notice of any change and if you are unhappy with any change you will be permitted to withdraw from the Plan in accordance with clause 27.1.

43. Notices

43.1 All notices, instructions and other written communications required under these Terms and Conditions will be validly given by ordinary post, registered or recorded delivery, or by personal delivery.

43.2 All notices will be effective on delivery. Notices to us should be addressed to us at Morgan Stanley & Co. International plc of BNY


Mellon House, Ingrave Road, Brentwood, Essex CM15 8TG or such other address as we may specify by notice in writing to you and marked for the attention of the investment manager responsible for the services provided to you under these Terms and Conditions.

43.3 Notices to you will be sent to the last address you have given us.

44. No Third Party Rights

44.1 A person who is not a party to these Terms and Conditions will not have rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms.

45. Governing Law and Jurisdiction

45.1 These Terms & Conditions are governed by English law and are subject to the non-exclusive jurisdiction of the High Court of England and Wales. English law will, unless otherwise agreed in writing, govern any communication prior to the conclusion of any agreement between us. All our documents and all communications between us will be in English.

Summary of the Execution Policy

When we execute an order in financial instruments on your behalf we are required to take all reasonable steps to obtain the best possible result for you taking into account of the following execution factors: price, costs, speed of execution, likelihood of execution and settlement, the size and nature of the order and any other relevant consideration (“execution factors”). We have a best execution policy and arrangements which are designed to enable us to meet our best execution obligations. These provide that, in relation to your orders, we will determine the relative importance of the execution factors set out above taking into account of a number of execution criteria (set out above) including the nature of the financial instruments concerned and the markets on which your orders can be executed. We will execute your orders on a number of execution venues including stock exchanges and other regulated markets, alternative trading systems or multilateral trading facilities. Our execution policy lists those execution venues which we have selected on the basis that they enable us to obtain on a consistent basis the best possible result for the execution of client orders. We may use other execution venues where we consider this appropriate in relation to the order or financial instrument concerned. We may also execute your order with ourselves where this enables us to meet our best execution obligations. In executing an order for you, we will determine the best possible result for you in terms of the total consideration of the order, representing the price that the order will be executed at and all costs related to the execution of the order including execution venue fees, clearing and settlement fees and all other fees paid to third parties arising from the execution of the order. We do not owe you fiduciary duties in relation to the execution of your orders over and above our best execution obligations.

Summary of the Conflicts of Interest Policy

We take all reasonable steps to identify and record conflicts of interest and maintain arrangements with a view to preventing such conflicts from giving rise to a material risk of damage to our clients. The possible types of conflicts of interest are broad-ranging and may arise from a wide range of circumstances. Amongst other things, these could include Morgan Stanley’s:

i. taking proprietary positions and/or making a market in instruments identical or economically related to transactions entered into with investors;

ii. having commercial interests related to transactions entered into with investors; and

iii. undertaking proprietary activities, including hedging transactions, which may affect the market price, rate, index or other market factors and, consequently, the value of the transaction entered into with investors;

We use various arrangements to manage such conflicts including information barriers, management and supervisory structures, transaction registration systems and personal account dealing policies. Conflicts of interest will be disclosed where such arrangements are not sufficient to ensure with reasonable confidence that risk of damage to the Interests of our clients will be prevented.

Tax Advice

Morgan Stanley is not qualified to give legal, tax or accounting advice to its clients and does not purport to do so in this document. Clients are urged to seek the advice of their own professional advisers about the consequences of the proposals contained herein.

US Treasury Circular 230 Notice - Morgan Stanley does not render advice on tax and tax accounting matters to clients. This document and material therein was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws.

Index Disclaimer

The Plan is not in any way sponsored, endorsed, sold or promoted by FTSE™ International Limited (“FTSE™”) or by the London Stock Exchange plc (the “Exchange”) or by The Financial Times Limited (“FT”) and none of FTSE™ nor the Exchange nor FT makes any warranty or representation whatsoever, expressly or implied, either as to the results to be obtained from the use of the Index and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated by FTSE™. However, none of FTSE™ nor the Exchange nor FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and none of FTSE™ nor the Exchange nor FT shall be under any obligation to advise any person of any error therein. FTSE™ accepts no liability in connection with the trading of any products linked to the Index. All copyright in the Index values and constituent list vests in FTSE ™. Morgan Stanley & Co International plc has obtained full license from FTSE ™ to use such copyright for the Plan.

“FTSE™®”,“FT-SE®” and “Footsie®” are trademarks of the Exchange and FT and are used by FTSE™ under license.



Application Forms

Please find on the following pages our Application Forms. For additional applications, simply photocopy

the forms.

X Carefully read and understand the brochure, including the investment considerations and

Terms & Conditions, before you complete an Application Form.

X Ensure that both sides of the Application Form are completed as necessary and that the application

has been signed.

X Check that you agree with the amount of any Intermediary Charges included in the Application Form.

X Return the form together with a cheque for the subscription amount (and, where relevant, any Intermediary

Charges) to your intermediary, who will be required to complete the appropriate verification of identity

checks and sign the application.

X The intermediary will then send your completed application to Morgan Stanley & Co. International plc,

BNY Mellon House, Ingrave Road, Brentwood, Essex CM15 8TG.

It is only necessary to send one cheque for the total amount that you wish to subscribe. For example, one cheque

for £18,000 can cover an ISA investment of £15,000 and a Direct Investment of £3,000. Where you have agreed

that we will facilitate any Intermediary Charges, you need only send one cheque for the total amount that you wish to

subscribe and the Intermediary Charges. For this example, one cheque for £15,500 can cover a subscription amount

of £15,000 and £500 for Intermediary Charges.

Separate applications (e.g., from a husband and wife) require two cheques. Cheques should be made payable to

‘Morgan Stanley & Co. International Plc’, and you should write your name and the name of the Plan you are investing

in on the back of the cheque clearly.

If you have any questions regarding the Application Form, please call our administrator on

0844 892 2202.

DIGITAL GROWTH DEPOSIT PLAN 4

THE MORGAN STANLEY DIGITAL GROWTH DEPOSIT PLAN 4Application Form for a Cash ISA and/or Direct Investment: Closing date 14th November 2014

This completed application, cheque and the appropriate Verification of Identity Documentation should be returned to Morgan Stanley & Co. International plc, BNY Mellon House, Ingrave Road, Brentwood, Essex CM15 8TG.

1. PERSONAL DETAILS OF INVESTOR It is possible to have a joint holder for Direct Investments. If you wish to use this facility, please complete the details of the joint investor here:

Title: (Mr/Mrs/Miss/Ms/Other)

Surname:

First name(s) in full:

Date of birth:

Permanent residential address:

Postcode:

Telephone:

E-mail address:

National Insurance (NI) Number:

You should be able to find your National Insurance Number on a payslip, form P45 or P60, a letter from HMRC, or pension order book. If you have never been issued with a National Insurance Number, please tick here:

For Direct Investments only, should you wish to invest on behalf of a child, please complete here:

Name of child:

Relationship to child:

Please specify below the total Plan Investment amount, after any Intermediary1 charges (see section 4)

3. SUBSCRIPTIONS

i. Cash ISA for 2014/15: I apply to subscribe the following amount to a Cash ISA for the tax year ending 5th April 2015 (minimum £3,000 and maximum £15,000)

Amount £

ii. Top up existing Morgan Stanley Cash ISA for 2014/15: I already hold a 2014/15 Cash ISA with Morgan Stanley as ISA manager and apply to add the following amount to my existing Cash ISA for the tax year ending 5th April 2015 (minimum £3,000 and the total ISA investment including any 2014/15 Stocks and Shares ISA does not exceed £15,000)

Amount £

iii. Direct Investment: I apply to subscribe the following amount (minimum £3,000) Amount £

Plan Investment Amount £

If “Yes”, please proceed to Section 3, Subscriptions. If “No”, please confirm that your Intermediary has made an assessment, and is satisfied that this product is appropriate for you.

2. INVESTOR APPROPRIATENESS

Have you received a personal recommendation from your Intermediary to invest in this product? Yes No

If “Yes”, please proceed to Section 3, Subscriptions. If “No”, please do not proceed with this application. Your Intermediary must assess the appropriateness of the product for you before you can submit this application.

Has this product been assessed as being appropriate for you? Yes No


Surname:


Date of birth:


Postcode:


If you have never been issued with a National Insurance Number, please tick here:

Are you a US citizen? Yes No

Are you resident in the UK for tax purposes? Yes No

Are you resident for tax purposes in any other country? Yes No

If yes, please provide details of Country(ies) and Tax Reference(s):





Investors should be aware that the value of investments and the income from them can fall as well as rise, and that past performance is not necessarily a guide to future performance. The interim value of the underlying assets of the Plan do not directly impact the benefits generated (if any) at the maturity of the Plan. Notes: When completed this application form should be returned to your Intermediary. Money Laundering Regulations: Under the regulations, there is a legal requirement to prove the identity of people who wish to make an investment. You may therefore be asked for some evidence of your identity. This will normally be a passport or similar form of identity check.

1 Throughout this form, “Intermediary” is used to refer to either a Financial Adviser or Execution Only Broker.

Cheque Please make your cheque payable to ‘Morgan Stanley & Co. International plc’. Please also write your full name and the name of the plan you are investing in (here, the ‘Digital Growth Deposit Plan 4’) on the back of the cheque, to ensure timely processing of your application.

Please indicate method of payment

Electronic payment If you send your money by bank transfer, the details you require are:

A/C name: Morgan Stanley & Co Int’l PLC, Client Money Account Bank name: RBS Sort code: 15-10-00 A/C number: 22874023 Payment ref: Client/Investor name exactly as quoted on the application form


Application Form for a Cash ISA and/or Direct Investment

APPLICABLE TO DIRECT INVESTMENT APPLICANTS ONLY

I declare I am 18 years of age or over and that I am not a resident, nor am I acting on behalf of, a resident of the United States; and that I will not assist any person who is so resident to invest in this Plan. Further I agree to inform you immediately should I become a resident of the United States.

APPLICABLE TO ALL ISA APPLICANTS

I declare that:

1. All subscriptions made, and to be made, belong to me;

2. I am 18 years of age or over;

3. If I am applying for a new 2014/15 Cash ISA I have not subscribed and will not subscribe to another Cash ISA with another ISA manager in the same year that I subscribe to this Cash ISA;

4. If I am applying to top up an existing Morgan Stanley Cash ISA for 2014/15, I acknowledge and agree that the Deposit acquired under this Plan will be held within the same Morgan Stanley 2014/15 Cash ISA;

5. I have not subscribed and will not subscribe more than £15,000 in total in 2014/15 ISAs (whether in a Cash ISA, a Stocks and Shares ISA or both);

6. I am resident in the UK for tax purposes, or non-resident but performing duties which by virtue of section 28 of the Income Tax (Earnings and Pensions) Act 2003 (Crown employees serving overseas) are treated as being performed in the UK, or I am married to or in a civil partnership with a person who performs such duties. I will immediately inform Morgan Stanley & Co. International plc (“Morgan Stanley”) if I cease to be so resident or to perform such duties, or be married to or in a civil partnership with a person who performs such duties.

APPLICABLE TO APPLICANTS CONSENTING TO MORGAN STANLEY FACILITATING THE PAYMENT OF INTERMEDIARY CHARGES FROM YOUR INVESTMENT

I declare that:

1. My Intermediary has explained their charges to my full satisfaction and I agree to the payment of the Intermediary charges as detai led in this form. I understand that Morgan Stanley is simply facilitating the payment of the Intermediary charges to my Intermediary and any queries or complaints in respect of these charges should be directed to the Intermediary and not Morgan Stanley;

2. I agree that all Intermediary charges become immediately due and payable on the date next to my signature;

3. I also accept that if I exercise a cancellation right in relation to the product, Morgan Stanley will not return the Intermediary charges to me. I have separately agreed with my Intermediary whether any Intermediary charges are refundable in the event that I exercise my cancellation rights in relation to the financial product.

Full Payment Amount: £

Charge for Advice/Execution2 : £

Plan Investment Amount: £

2 Please delete Advice or Execution as appropriate.

Intermediary Signature:

Date:

I HEREBY CONFIRM THAT (TICK AS APPROPRIATE):

I have signed and returned Morgan Stanley’s Terms of Business issued in December 2012 and I am duly authorised to bind the Intermediary firm (the “firm”) to the arrangements set out in this application form:

Intermediary:

Postcode:

FCA Number:

Bank/Building Society Name4 :

Sort Code4 :

Account Number4 :

Full Account Name4 :

4 Only required if bank details have not been previously supplied and where Morgan Stanley is facilitating the Intermediary Charge

FAILURE TO TICK ONE OF THE BOXES ABOVE MAY RESULT IN THE APPLICATION BEING REJECTED

3 If applicable (Direct Investments only.)

Investor Signature:

Date:

Joint Investor Signature3 :

Date:

4. INVESTOR DECLARATION AND AUTHORITY

FOR ALL APPLICANTS

I authorise Morgan Stanley & Co. International plc:

1. To hold my cash subscription, Direct Investments, ISA investments (as applicable), interest, dividends and other rights or proceeds in respect of those investments and any cash or other proceeds;

2. To make on my behalf any claims to relief from tax in respect of ISA investments;

3. On my request to transfer or pay to me, as the case may be, Direct investments, ISA investments, interest, dividends, rights or other proceeds in respect of such investments, any cash or other proceeds;

4. To supply an annual statement;

5. To process my personal data as set out in Clause 37 of the Terms and Conditions.

This is our standard client agreement upon which we intend to rely. For your own benefit and protection you should read the Plan brochure including the sections covering Risk Factors, Key Features and Terms and Conditions carefully before signing this document. If you do not understand any point please ask your adviser or your financial intermediary for further information. By signing this agreement, you consent to Morgan Stanley processing your information including your name, contact details and preference information for the purposes set out in the Terms and Conditions.

I acknowledge and agree to the terms under which my subscription will be made and my investments will be managed. I understand that Morgan Stanley does not provide investment advice in relation to the Plan and confirm that I either do not require such advice or have received advice on the Plan from an Intermediary. I declare that this application form has been completed to the best of my knowledge and belief and is correct.

5. INTERMEDIARY DETAILS AND DECLARATION

INTERMEDIARY DECLARATION (APPLICABLE WHERE THE INVESTOR CONSENTS TO MORGAN STANLEY FACILITATING THE PAYMENT OF INTERMEDIARY CHARGES):

1. I declare that the firm understands that the Intermediary charge monies will become due and payable immediately from the date of consent by the investor(s) to the Intermediary charge and these Intermediary charge monies will not be treated as client money. Intermediary charge monies will be held in a non-client money account awaiting payment to the Intermediary firm and will not accrue interest. (Payment will typically be made up to 15 business days following acceptance of the application form, subject to valid bank details for your firm being on file.)

2. I declare that, in the event of Morgan Stanley’s insolvency, the firm agrees to waive its right to make any claim against the investor in respect of any unpaid Intermediary charge monies and agrees to become a creditor of Morgan Stanley in respect of such monies.

3. I declare that, in the event of the investor(s) payment(s) not being honoured or received by Morgan Stanley, I and the firm agree to return any Intermediary charge monies to Morgan Stanley immediately upon request by Morgan Stanley.

4. I declare that in the event of the investor(s) exercising any cancellation rights, I have separately agreed with the investor whether any Intermediary charges will still be payable and will be responsible for arranging any refunds.

5. I declare that the firm acknowledges and accepts that it is the firm’s responsibility to account for VAT and any other taxes and duties as appropriate in relation to the Intermediary charges.

6. I declare that this application form has been completed to the best of my knowledge and belief and is correct and agree that the firm will notify Morgan Stanley immediately in writing of any changes.

1. I have provided a personal recommendation to the investor in accordance with Chapter 9 of the Conduct of Business Sourcebook (COBS) of the FCA Handbook and am satisfied that this is a suitable investment for the investor

2. I have assessed and am satisfied with the appropriateness for the investor, in accordance with Chapter 10 of the New Conduct of Business Sourcebook (COBS) within the FCA Handbook

INTERMEDIARY CHARGE


THE MORGAN STANLEY DIGITAL GROWTH DEPOSIT PLAN 4Application Form for a Cash or Stocks and Shares ISA Transfer: Closing date 7th November 2014

This completed application, cheque and the appropriate Verification of Identity Documentation should be returned to Morgan Stanley & Co. International plc, BNY Mellon House, Ingrave Road, Brentwood, Essex CM15 8TG.

3A. EXISTING ISA TRANSFER REQUEST MANDATES (3B. ON REVERSE)

This form allows you to make up to two transfers. Should you require further copies of the mandates opposite to facilitate additional transfers you may photocopy this form.

FIRST MANDATE - Instruction to the Plan Provider from whom you are transferring your Cash ISA / Stock and Shares ISA (delete as appropriate).

I hereby instruct you to sell investments within my plan immediately and transfer the cash proceeds, together with any interest, dividends, rights and any other cash within my plan (less any amount you are entitled to keep under the terms of the plan), to Morgan Stanley & Co. International plc, BNY Mellon House, Ingrave Road, Brentwood, Essex CM15 8TG. Please transfer my plan once instructions have been received from Morgan Stanley & Co. International plc to do so. After transfer, all dividends and tax credits due should be made payable directly to me. Please make the cheque payable to ‘Morgan Stanley & Co. International plc’ reference [client name] and write the name of the plan clearly on the reverse of the cheque to ensure timely processing. If you are not in a position to transfer my cash proceeds by 17th November 2014, please cancel my request to transfer and reinstate my ISA.


Surname:



Postcode:

Telephone:

Investor Signature:

Date:

SECOND MANDATE - Instruction to the Plan Provider from whom you are transferring your Cash ISA / Stock and Shares ISA (delete as appropriate).

I hereby instruct you to sell investments within my plan immediately and transfer the cash proceeds, together with any interest, dividends, rights and any other cash within my plan (less any amount you are entitled to keep under the terms of the plan), to Morgan Stanley & Co. International plc, BNY Mellon House, Ingrave Road, Brentwood, Essex CM15 8TG. Please transfer my plan once instructions have been received from Morgan Stanley & Co. International plc to do so. After transfer, all dividends and tax credits due should be made payable directly to me. Please make the cheque payable to ‘Morgan Stanley & Co. International plc’ reference [client name] and write the name of the plan clearly on the reverse of the cheque to ensure timely processing. If you are not in a position to transfer my cash proceeds by 17th November 2014, please cancel my request to transfer and reinstate my ISA.


Surname:



Postcode:

Telephone:

Investor Signature:

Date:

1. PERSONAL DETAILS OF INVESTOR

Investors should be aware that the value of investments and the income from them can fall as well as rise, and that past performance is not necessarily a guide to future performance. The interim value of the underlying assets of the Plan do not directly impact the benefits generated (if any) at the maturity of the Plan. Notes: When completed this application form should be returned to your Intermediary. Money Laundering Regulations: Under the regulations, there is a legal requirement to prove the identity of people who wish to make an investment. You may therefore be asked for some evidence of your identity. This will normally be a passport or similar form of identity check.

1 Throughout this form, “Intermediary” is used to refer to either a Financial Adviser or Execution Only Broker.


You should be able to find your National Insurance Number on a payslip, form P45 or P60, a letter from HMRC, or pension order book. If you have never been issued with a National Insurance Number, please tick here:

If “Yes”, please proceed to Section 3, Transfer Request Mandates. If “No”, please confirm that your Intermediary has made an assessment, and is satisfied that this product is appropriate for you.

2. INVESTOR APPROPRIATENESS

Have you received a personal recommendation from your Intermediary to invest in this product? Yes No

If “Yes”, please proceed to Section 3, Transfer Request Mandates. If “No”, please do not proceed with this application. Your Intermediary must assess the appropriateness of the product for you before you can submit this application.

Has this product been assessed as being appropriate for you? Yes No






Surname:


Date of birth:


Postcode:

Telephone:

E-mail address:


Application Form for a Cash or Stocks and Shares ISA Transfer

I DECLARE THAT:1. All subscriptions made, and to be made, belong to me;2. I am 18 years of age or over;3. I am resident in the UK for tax purposes, or non-resident but performing duties which by virtue

of section 28 of the Income Tax (Earnings and Pensions) Act 2003 (Crown employees serving overseas) are treated as being performed in the UK, or I am married to or in a civil partnership with a person who performs such duties. I will immediately inform Morgan Stanley & Co. International plc (“Morgan Stanley”) if I cease to be so resident or to perform such duties, or be married to or in a civil partnership with a person who performs such duties.

APPLICABLE TO APPLICANTS CONSENTING TO MORGAN STANLEY FACILITATING THE PAYMENT OF INTERMEDIARY CHARGES FROM YOUR INVESTMENTI declare that:1. My financial Intermediary has explained their charges to my full satisfaction and I agree to the

payment of the Intermediary charges as detailed in this form. I understand that Morgan Stanley is simply facilitating the payment of the Intermediary charges to my Intermediary and any queries or complaints in respect of these charges should be directed to the Intermediary and not Morgan Stanley.

2. I agree that all Intermediary charges become immediately due and payable on the date next to my signature.

3. I also accept that if I exercise a cancellation right in relation to the product, Morgan Stanley will not return the Intermediary charges to me. I have separately agreed with my Intermediary whether any Intermediary charges are refundable in the event that I exercise my cancellation rights in relation to the financial product.

INTERMEDIARY CHARGE

Full Payment Amount: £

Charge for Advice/Execution2 : £

Plan Investment Amount: £

2 Please delete Advice or Execution as appropriate.

Intermediary Signature:

Date:3 If applicable (Direct Investments only.)

Investor Signature:

Date:

Joint Investor Signature3 :

Date:

4. INVESTOR DECLARATION AND AUTHORITY

I AUTHORISE MORGAN STANLEY & CO. INTERNATIONAL PLC:1. To hold my ISA investment, interest, dividends and other rights or proceeds in respect of those

investments and any cash or other proceeds;2. To make on my behalf any claims to relief from tax in respect of ISA investments;3. On my request to transfer or pay to me, as the case may be, ISA investments, interest, dividends,

rights or other proceeds in respect of such investments, any cash or other proceeds;4. To supply an annual statement;5. To process my personal data as set out in Clause 37 of the Terms and Conditions.

This is our standard client agreement upon which we intend to rely. For your own benefit and protection you should read the Plan brochure including the sections covering Risk Factors, Key Features and Terms and Conditions carefully before signing this document. If you do not understand any point please ask your adviser or your financial intermediary for further information. I acknowledge and agree to the terms under which my subscription will be made and my investments will be managed. I understand that Morgan Stanley does not provide investment advice in relation to the Plan and confirm that I either do not require such advice or have received advice on the Plan from an Intermediary. I declare that this application form has been completed to the best of my knowledge and belief and is correct.

5. INTERMEDIARY DETAILS AND DECLARATION

INTERMEDIARY DECLARATION (APPLICABLE WHERE THE INVESTOR CONSENTS TO MORGAN STANLEY FACILITATING THE PAYMENT OF INTERMEDIARY CHARGES):1. I declare that the firm understands that the Intermediary charge monies will become due and

payable immediately from the date of consent by the investor(s) to the Intermediary charge and these Intermediary charge monies will not be treated as client money. Intermediary charge monies will be held in a non-client money account awaiting payment to the Intermediary firm and will not accrue interest. (Payment will typically be made up to 15 business days following acceptance of the application form, subject to valid bank details for your firm being on file.)

2. I declare that, in the event of Morgan Stanley’s insolvency, the firm agrees to waive its right to make any claim against the investor in respect of any unpaid Intermediary charge monies and agrees to become a creditor of Morgan Stanley in respect of such monies.

3. I declare that, in the event of the investor(s) payment(s) not being honoured or received by Morgan Stanley, I and the firm agree to return any Intermediary charge monies to Morgan Stanley immediately upon request by Morgan Stanley.

4. I declare that in the event of the investor(s) exercising any cancellation rights, I have separately agreed with the investor whether any Intermediary charges will still be payable and will be responsible for arranging any refunds.

5. I declare that the firm acknowledges and accepts that it is the firm’s responsibility to account for VAT and any other taxes and duties as appropriate in relation to the Intermediary charges.

6. I declare that this application form has been completed to the best of my knowledge and belief and is correct and agree that the firm will notify Morgan Stanley immediately in writing of any changes.

3B. EXISTING ISA TRANSFER REQUEST MANDATES (CONTINUED)

Intermediary:

Postcode:

FCA Number:

Bank/Building Society Name4 :

Sort Code4 :

Account Number4 :

Full Account Name4 :

4 Only required if bank details have not been previously supplied and where Morgan Stanley is facilitating the Intermediary Charge

SECOND MANDATE

Name of ISA Manager:

Address of ISA Manager:

Postcode:

Account Number:

Full Transfer: Partial Transfer Value:

Account Number:


Account Number:


Total Approx Value:

I HEREBY CONFIRM THAT (TICK AS APPROPRIATE):

I have signed and returned Morgan Stanley’s Terms of Business issued in December 2012 and I am duly authorised to bind the Intermediary firm (the “firm”) to the arrangements set out in this application form:

FAILURE TO TICK ONE OF THE BOXES ABOVE MAY RESULT IN THE APPLICATION BEING REJECTED

1. I have provided a personal recommendation to the investor in accordance with Chapter 9 of the Conduct of Business Sourcebook (COBS) of the FCA Handbook and am satisfied that this is a suitable investment for the investor

2. I have assessed and am satisfied with the appropriateness for the investor, in accordance with Chapter 10 of the New Conduct of Business Sourcebook (COBS) within the FCA Handbook

FIRST MANDATE

Name of ISA Manager:

Address of ISA Manager:

Postcode:

Account Number:


Account Number:


Account Number:


Total Approx Value:

© 2014 Morgan Stanley IQUK00371.201409

MORGAN STANLEY & CO. INTERNATIONAL PLC

BNY MELLON HOUSE

INGRAVE ROAD

BRENTWOOD

ESSEX CM15 8TG

TEL: +44 (0) 844 892 2202 Administration queries

+44 (0) 20 7425 9000 Literature orders & general queries

FAX: +44 (0) 20 7425 4499

EMAIL: [email protected]

WWW.MORGANSTANLEYIQ.CO.UK

Morgan Stanley & Co. International plc is authorised by the Prudential Regulation Authority

and regulated by the Financial Conduct Authority and the Prudential Regulation Authority

(registration number 165935)

This document constitutes a financial promotion and is issued and approved by

Morgan Stanley & Co. International plc for the purposes of section 21 of the

Financial Services and Markets Act 2000 (‘FSMA’)

Documents

THE MORGAN STANLEY DIGITAL GROWTH DEPOSIT PLAN 4 · Plan: The Morgan Stanley Digital Growth Deposit Plan 4 Initial Investment: ... (i.e., days on which commercial banks are open I