MORGAN STANLEY. By: -------------------------------------
MORGAN STANLEY. By: -------------------------------------------- Xxxx: Xxxxe: EXHIBIT B MORGAN STANLEY GLOBAL MEDIUM-TERM NOTES, SERIES G ANX XXXXEX X GLOBAL UNITS, SERIES G AND SERIES H ADMINISTRATIVE PROCEDURES --------------------------------- Explained below are the administrative procedures and specific terms of the offering of (i) Global Medium-Term Notes, Series G (the "Series G Notes"), (ii) Global Medium-Term Notes, Series H (the "Series H Notes" and together with the Series G Notes, the "Notes"), (iii) Global Units, Series G (the "Series G Units") and (iv) Global Units, Series H (the "Series H Units" and together with the Series G Units, the "Units", and the Units together with the Notes, the "Program Securities"), on a continuous basis by Morgan Stanley (the "Company") pursuant to the Euro Distribution Agreexxxx xaxxx [ ], 2005 (as may be amended from time to time, the "Distribution Agreement") between the Company and Morgan Stanley & Co. International Limited (the "Agent"). The Notes max xx xsxxxx, xither alone or as part of a Unit, in registered form without coupons ("Registered Notes"), in bearer form with or without coupons ("Bearer Notes") or in any combination of Registered Notes and Bearer Notes. The Units may be issued in registered form ("Registered Units"), in bearer form ("Bearer Units") or in any combination of Registered Units and Bearer Units. The securities comprised by a Unit will be issued in the same form as such Unit. Bearer Notes and Bearer Units initially will be represented by, in the case of Bearer Notes, a Temporary Global Note and, in the case of Bearer Units, a Temporary Global Unit. Such Temporary Global Note and Temporary Global Unit will subsequently be represented by, in the case of the Temporary Global Note, a Permanent Global Note and, in the case of the Temporary Global Unit, a Permanent Global Unit. Interests in a Permanent Global Note may be exchanged, in whole, for individual definitive Bearer Notes with or without coupons attached. Definitive Bearer Notes may be exchanged, if the applicable Pricing Supplement so specifies, in whole or in part, for Registered Notes. Interests in a Permanent Global Unit may be exchanged, in whole, for individual definitive Bearer Units. Definitive Bearer Units may be exchanged, if the applicable Pricing Supplement so specifies, in whole or in part, for Registered Units. The Notes may be issued as senior indebtedness (the "Senior Notes") or subordinated indebtedness (the "Subordinated Notes") o...
MORGAN STANLEY. Xxxxxxxxxx xx Xxxxxxxxx -----------------------
MORGAN STANLEY. TRUST shall xxxxxxe xxx xxep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable and as required by applicable laws and regulations. To the extent required by Section 31 of the 1940 Act, and the rules and regulations thereunder, MORGAN STANLEY TRUST agrees xxxx axx xxxx records prepared or maintained by MORGAN STANLEY TRUST relatixx xx txx xxxxices performed by MORGAN STANLEY TRUST hereunxxx xxe xxx xxoperty of the Fund and will be preserved, maintained and made available in accordance with such Section 31 of the 1940 Act, and the rules and regulations thereunder, and will be surrendered promptly to the Fund on and in accordance with its request.
MORGAN STANLEY. 19 Mr. Anderson.................................................................40
MORGAN STANLEY. Delegation of Authority -----------------------
MORGAN STANLEY. By. ------------------------------ Name: Title: Address: 1585 Broadway Xxx Xxxx, Xxx Xxxx Xxxxxxx: 1585 Broadway Xxx Xxxx, XX 00000 Xxxxxxxxx: Xxxxxxxxr Fax No.: 212-762-0337 Phone: (000) 001-4000 [Morgan Stanley Logo] SXXXXXXXX'X XXXTIFICXXX I, Susan M. Krause, a duly elected and acting Assistant Secretary of Morgax Xxxxxxx, x xxrporation organized and existing under the laws of xxx Xxaxx xx Xelaware (the "Corporation"), certify that (i) David K. Wong is the duly elected Treasurer and Jacqueline T. Brody is x xxxx xxxxxxd Assistant Treasurer of the Corporxxxxx; (xx) xxxxxxxt to Section 7.01 of the Bylaws of the Corporation and resolutions adopted by a Unanimous Consent of Directors in Lieu of a Meeting, dated as of May 31, 1997, both of which are attached as an exhibit, the Treasurer and the Assistant Treasurers are authorized to enter into agreements and other instruments on behalf of the Corporation; and (iii) the signatures of David K. Wong and Jacqueline T. Brody appearing below are copies of thexx xxxxxxx xxgnatuxxx:
MORGAN STANLEY. By: ------------------------------------ Name: Title: MORGAN STANLEY & CO. INCORXXXXXXD By: ------------------------------------ Name: Title:
MORGAN STANLEY. 00 Xxtes........................................................................52
MORGAN STANLEY. By: /s/ Xxxxxnx Xxxxxrd ---------------------------- Name: Dennine Bullard Titlx: Xxxxxxxxxx Xignatory MORGAN STANLEY & CO. INCORPORATED
