Exemption from Section 23A Limits for Morgan Stanley Bank, N.A.

Washington, DC 20219
March 9, 2026
Eric F. Grossman
Chief Legal Officer
Morgan Stanley
1585 Broadway
New York, New York 10036
Subject: Morgan Stanley Bank, N.A. – Section 23A Exemption Request Dear Mr. Grossman:
I am writing in response to your letter dated July 24, 2025 (Request), submitted on behalf of Morgan Stanley Bank, National Association, Salt Lake City, Utah (MSBNA or Bank), requesting an exemption from the quantitative limits of Section 23A of the Federal Reserve Act (Section 23A) and the implementing regulations in 12 C.F.R Part 223 (Regulation W). 1 MSBNA is a national bank with approximately $253 billion in assets, as of December 31, 2025.The Bank is a direct wholly owned subsidiary of Morgan Stanley Capital Management LLC (MSCM) and an indirect wholly owned subsidiary of Morgan Stanley. 2 The exemption request relates to a proposed internal corporate reorganization in which the Bank’s parent holding company Morgan Stanley would contribute all of the equity of a German bank subsidiary, Morgan Stanley Europe SE (MSESE), and its wholly owned German bank subsidiary, Morgan Stanley Bank AG (MSBAG), to the Bank (the “MSESE Contribution”). MSBAG would subsequently be merged with and into MSESE, with MSESE as the surviving foreign bank3 subsidiary of MSBNA.4
Section 23A imposes certain qualitative and quantitative limits on covered transactions between
member banks and their affiliates. Section 23A and Regulation W limit the amount of covered transactions between a bank and any single affiliate to 10 percent of the bank’s capital stock and surplus and the aggregate amount of covered transactions between a bank and all of its affiliates 1 See 12 U.S.C. § 371c(f)(2)(B)(i); 12 C.F.R. § 223.43. See also 12 C.F.R. §§ 31.3(c)–31.3(d). 2 Morgan Stanley and MSCM are registered financial holding companies under the Bank Holding Company Act. 3 See 12 C.F.R. § 211.2(j) for the definition of “foreign bank” as defined under Regulation K, 12 C.F.R. part 211. 4 Morgan Stanleyand the Bank represent that at the time of the proposed MSESE Contribution all activities of MSESE and MSBAG would be permissible for a national bank or a foreign bank subsidiary under Regulation K. Interpretive Letter #1191 June 2026