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Morgan Stanley
Code of Ethics and Business Conduct
What the Code Means to You
This Code of Ethics and Business Conduct (“Code of Ethics” or “Code”)
is a statement of our commitment to integrity and high ethical standards in all
that we do at Morgan Stanley. This Code of Ethics defines the standards of conduct
that we expect from our directors, officers and employees to help us make the
right decisions in the course of performing our jobs. Officers and employees
should read it together with Leading with Integrity: Morgan Stanley Code of Conduct
(the “Code of Conduct”) and other applicable Firm policies and procedures.
This Code of Ethics does not cover every legal or ethical question that you may
face at Morgan Stanley. Indeed, no code can attempt to anticipate the myriad
issues that arise in a business as diverse and dynamic as ours. However, by following
this Code of Ethics and our other policies and procedures, by adhering to the
letter and the spirit of all applicable laws and regulations, and above all by
applying sound judgment to your activities, you can demonstrate your commitment
to our core values: putting clients first, doing the right thing, leading with
exceptional ideas, and giving back.
Raising Concerns and Reporting Misconduct
Our reputation for integrity depends upon you. You are our first line of defense
against unethical business practices and civil or criminal liability. If you
believe you or others (for example, an employee, a supervisor, client, supplier
or other third party) may have violated laws, regulations or our policies,
you must promptly notify your supervisor, a member of the Legal and Compliance
Division (“LCD”) or your Human Resources (“HR”) representative.
If you believe your concern has not been appropriately resolved or if you would
prefer to report the concern through other channels, you should follow the
procedures set forth in the Code of Conduct. In particular, you may call the
Integrity Hotline to report your concerns, including those involving accounting
issues. You
should not use the Integrity Hotline to report matters involving your employment
relationship with Morgan Stanley or discrimination or harassment, as those matters
should be reported to your HR representative. Your concerns may be reported
anonymously, if you wish, and will be treated confidentially, as appropriate.
If your concerns relate to the conduct of the Chief Executive Officer, any
other senior executive or a member of the Board of Directors, you can report
your concerns to the Chief Legal Officer or the Global Audit Director, who
will notify the Board of Directors of the allegations, as appropriate. Concerns
involving the Chief Legal Officer or the Global Audit Director should be reported
to the Lead Director or the Chairman of the Audit Committee.
If you are a supervisor, you are responsible, in consultation with a member
of LCD or HR, for stopping any misconduct and preventing its recurrence. Supervisors
who do not take appropriate action may be held responsible for failure to supervise
properly.
Non-Retaliation Commitment
Our continued success depends on the open communication of concerns
by all without fear of retaliation. Morgan Stanley prohibits retaliation for
reports or complaints regarding the misconduct of others that are made in good
faith.
Consequences of Violating the Code of Ethics
If you are an officer or employee, this Code of Ethics, including any future
amendments, forms part of the terms and conditions of your employment at Morgan
Stanley along with the Code of Conduct. It also covers certain continuing
obligations in the event you leave Morgan Stanley. The Code of Ethics is not
a contract guaranteeing your employment or entitling you to any special privileges,
rights or benefits.
Directors, officers and employees are expected to cooperate in internal investigations
of allegations of violations of the Code of Ethics and our other policies and
procedures. Actual violations may subject you to the full range of disciplinary
sanctions available. We also may report activities to our regulators, which
could result in regulatory or criminal investigations. The penalties for regulatory
and criminal violations can include fines, disqualification from serving in
certain capacities, a permanent bar from employment in the financial services
industry and imprisonment.
Waivers and Amendments
Any waivers of the provisions of this Code of Ethics for directors or executive
officers may be granted only in exceptional circumstances by the Board of Directors
and will be promptly disclosed to our shareholders.
Material amendments to this Code of Ethics also must be approved by the Board
of Directors. It is your responsibility to be familiar with the Code of Ethics
as it may be revised from time to time.
Treat Others with Dignity and Respect
We are committed to providing a work environment that promotes equal opportunity,
dignity and respect. Our policies promote equal employment opportunity
without discrimination or harassment on the basis of race, color, religion,
creed, age, sex, gender, gender identity or expression, sexual orientation,
national origin, citizenship, disability, marital and civil partnership or
civil union status, pregnancy (including unlawful discrimination on the basis
of a legally protected pregnancy or maternity leave), veteran status, genetic
information or any other characteristic protected by law. We expect that all
relationships among persons in the workplace will be business-like and free
of bias, harassment and violence.
Misconduct, including discrimination, harassment, retaliation or other forms
of unprofessional behavior will not be tolerated. You are required to comply
with the Non-Discrimination and Anti-Harassment Policy or Dignity at Work Policy
for your jurisdiction, as applicable. These policies include mandatory procedures
for reporting discrimination or harassment.
Act in the Best Interest of Clients, Morgan Stanley and the Public
We seek to outperform our competition fairly and honestly through superior
performance. Every
director, officer and employee must protect our reputation by dealing fairly
with clients, the public, competitors, suppliers and each other. We will not
take advantage of anyone through manipulation, concealment, improper handling
of confidential information, misrepresenation of material facts or other unfair
dealing or practices. Officers and employees are specifically required
to comply with our Global Franchise Risk Policy, which sets forth Morgan Stanley’s
framework for managing potential risks to our franchise.
Conflicts of Interest
Our conflicts of interest policies address business conduct and practices that
may give rise to actual or potential conflicts of interest. Our Global Conflicts
of Interest Policy describes the framework by which Morgan Stanley identifies
and addresses conflicts and the types of conflicts to which you should be alert.
Directors should disclose any actual or potential conflicts of interest to
the Chairman of the Board and the Chief Legal Officer, who will determine the
appropriate resolution. All directors must recuse themselves from any Board
discussion or decision affecting their personal, business or professional interests.
Potential Business Conflicts
Conflicts of interest may arise as a consequence of Morgan Stanley’s interests
and our relationships with multiple clients, counterparties and suppliers around
the world. Potential business conflicts can occur in a number of circumstances,
including among different clients or between clients and Morgan Stanley.
Officers
and employees are responsible for:
- Identifying and remediating conflicts in
accordance with regulatory requirements and our policies; and
- Bringing potential conflicts to the attention of their supervisor, the
Conflicts Management Officer (“CMO”) in their business unit or region
, the Firm’s Global Conflicts Officer (“GCO”) or a member
of LCD.
In particular, officers and employees must promptly notify their supervisor
or a member of LCD if they become aware of a conflict of interest between Morgan
Stanley and a client who appears to be relying on our advice or services without
disclosure of the conflict.
Whenever possible it is up to supervisors to address conflicts they identify
or that are escalated to them according to our policies and the procedures
of their business unit. If a conflict is not addressed by our existing policies
or is potentially significant to an individual business area, across divisions
or to Morgan Stanley enterprise-wide, raise the issue promptly with your
supervisor, CMO, GCO or a member of LCD.
Potential Personal Conflicts
Your responsibilities may expose you to situations that potentially raise
personal conflicts of interest. A conflict of interest may arise, for
example, if you or a family or household member has an economic or personal
interest that differs from (or that appears to differ from) that of Morgan
Stanley, our clients or our shareholders.
Examples of situations that may raise a conflict of interest include:
- Compensation
arrangements or incentives that could affect your compensation depending on
whether you recommend or offer a particular security or transaction to a client;
- Personal trading or outside business activities (for example, board memberships
or directorships) or investments that could raise potential conflicts with
a client or Morgan Stanley;
- Working for or investing in a competitor, client or supplier while
employed at Morgan Stanley; or
- Personal financial arrangements between employees.
You must avoid any investment,
activity or relationship that could impair, or appear to impair, your
judgment or interfere, or appear to interfere, with your responsibilities on
behalf of Morgan Stanley, our clients and our shareholders. Business opportunities
that arise because of your position, or through the use of corporate property
or information, belong to Morgan Stanley.
Officers and employees must
promptly report to their supervisor or a member of LCD any investment, activity
or relationship (including those involving family members) that could be expected
to give rise to a conflict of interest or appearance of a conflict. Involvement
in certain outside activities also requires the prior approval of Morgan Stanley.
Officers and employees should consult the policies and procedures applicable
to their business unit, department or region for specific reporting and approval
procedures.
Related Person Transactions
Directors and executive officers are required to comply with the Related
Person Transactions Policy, which sets forth Morgan Stanley’s framework
for approval of transactions involving our directors and executive officers,
and certain persons and entities related to them, and Morgan Stanley.
Gifts and Entertainment
Gifts and entertainment can foster goodwill in business relationships; however,
concerns arise when they may compromise, or appear to compromise, the propriety
of our business relationships or create an actual or potential conflict of
interest. Our Code of Conduct and related policies set forth the conditions
under which officers and employees may accept or give business gifts or entertainment.
Morgan Stanley prohibits all forms of bribery. In particular, we prohibit
offering, promising, giving or authorizing others to give anything of value,
either directly or indirectly, to any party in order to gain an unfair business
advantage, such as obtaining or retaining business.
Special considerations apply when interacting with government officials. “Government
official” includes any official, employee or person acting in an official
capacity on behalf of a government entity. Government entities include a) governments,
governmental agencies and instrumentalities or public international organizations,
b) companies that are partially or wholly owned or controlled by governments
or governmental agencies, or c) political parties, incuding candidates of the
party. In addition, many government entities in the U.S. have rules
that severely limit or restrict the acceptance of gifts, travel and entertainment
by their employees. Employees must check with their supervisor and the Compliance
Department to review any pre-approval guidelines for their region or business
unit before giving gifts, entertainment or anything else of value to a government
official.
Personal Lending and Borrowing
Morgan Stanley may not extend credit to its directors, executive officers
or principal shareholders other than in certain limited circumstances.
Political Contributions
You may engage in legitimate political activities and make political contributions
to the extent permitted under law. However, you are prohibited from making
contributions to any political officials or political causes if those contributions
are intended to influence the award or retention of any Morgan Stanley business.
It is important that officers and employees review the Policy on U.S. Political
Contributions and Activities and the procedures that apply to their business
unit or department or consult with a member of LCD prior to engaging in any
political activity or making any political contribution in the United States.
Officers and employees also may not use Morgan Stanley resources or the Morgan
Stanley Political Action Committee in connection with any political event
or political contribution without prior approval from LCD and the Government
Relations Department.
Because we do business with many governments around the world, to avoid conflicts
or the appearance of conflicts, officers and employees should consult with
a member of LCD prior to making political contributions to public officials
or candidates for public office outside of the U.S.
Protect and Prevent the Misuse of Confidential and Material Non-Public Information
Confidential Information
Confidential information generated and gathered in the course of our business
is a valuable asset. Protecting this information is critical to our reputation
for integrity and our relationship with clients, and ensures compliance with
regulations governing the financial services industry. All confidential information,
regardless of its form or format, must be protected from the time of its
creation or receipt until its authorized disposal.
Confidential information is information that you create, develop, receive,
use or learn in the course of your employment with, or service as a director
or officer of, Morgan Stanley. It includes information that is not generally
known by the public about Morgan Stanley, our affiliates, our employees, our
clients or other parties with whom we and our affiliates have a relationship
and who have an expectation of confidentiality.
You must comply with our policies on confidential information. Unauthorized
access, use or distribution of confidential information violates our policies
and may be illegal. Your obligation to protect confidential information continues
even after you leave Morgan Stanley, and you must return all such information
in your possession or control upon your departure.
Prohibition on Trading on Material Non-Public Information
Material non-public information, sometimes referred to as inside information,
is a subset of confidential information and includes all non-public information
that may have a significant impact on the price of a security, or that a
reasonable investor would be likely to consider important in making an investment
decision. The determination of whether non-public information is material
may be complex and depends on the facts. Consult with a member of LCD if
you are uncertain whether information is material non-public information.
You may never, under any circumstances, trade, encourage others to trade, or
recommend securities or other financial instruments while in the possession
of material non-public information.
Morgan Stanley has established policies and procedures known as Information
Barriers to prevent the misuse of material non-public information and to avoid
both actual and apparent conflicts of interest.
We also have specific policies and procedures governing personal trading by
directors, officers and employees that may differ depending upon your position
and location at Morgan Stanley. You are required to familiarize yourself and
comply with these policies and procedures. If you have any questions about
policies pertaining to your ability to buy or sell securities, you should contact
a member of LCD.
Follow Both the Letter and the Spirit of the Law and Morgan Stanley Policies
Morgan Stanley is a financial holding company, which means we are subject
to comprehensive, consolidated supervision and regulation by the Federal
Reserve. Morgan Stanley’s U.S. banks are regulated by the Office of
the Comptroller of the Currency. Morgan Stanley has adopted policies and
practices to meet regulatory requirements related to the safety and soundness
of its activities and those of its U.S. banks.
We also are subject to the laws and regulations of many jurisdictions in
which we do business. In addition, Morgan Stanley belongs to exchanges and
self-regulatory organizations. The U.S. Securities and Exchange Commission,
U.K. Prudential Regulation
Authority and Financial Conduct Authority, Hong Kong Securities and
Futures Commission, Japan Financial Services Agency and other regulators
enforce rules governing trading and business conduct, such as trading and
sales practices, margin and capital, and clearance and settlement requirements.
It is your responsibility to understand the laws applicable to your responsibilities
and to comply with both the letter and the spirit of these laws. This requires
that you avoid not only actual misconduct but also the appearance of impropriety.
Assume that any action you take ultimately could be publicized, and consider
how you and Morgan Stanley would be perceived in that event. When in doubt,
stop and reflect. Ask questions. If you are unclear about the application of
the law to your responsibilities, or if you are unsure about the legality or
integrity of a particular course of action, you must seek the advice of your
supervisor or a member of LCD. You will be held personally responsible for
any improper or illegal acts you commit during your employment at or service
to Morgan Stanley.
Protecting Our Systems
Our policies regulate use of our systems, which include any technology owned
by or made accessible by Morgan Stanley, including systems that facilitate
verbal and electronic messaging and communications, information processing,
transmission, storage, access, and remote access. Generally, you should use
Morgan Stanley systems only for Morgan Stanley business and reasonable personal
use. Do not access systems or locations that are not reasonably related to
your responsibilities, and report any suspected misuse or theft of our assets.
Under no circumstances should you use our systems to send or store unlawful,
discriminatory, harassing, defamatory or other inappropriate materials.
Be Honest and Fair in Your Communications with the Public
We have a legal responsibility to provide accurate and complete information
to the investing public. If you are involved in the preparation of materials
for dissemination to the public, you must ensure that the information is accurate
and complete. In particular, our senior financial officers, executive officers
and directors must promote accurate, complete, fair, timely and understandable
disclosure in our public communications, including documents that we submit
to our regulators.
Consult your business unit or regional policy for content standards
and supervisory approval requirements that apply to your communications with
the public. If you become aware of an inaccurate or misleading statement
in a public communication, promptly report it to your supervisor or a member
of LCD.
Maintain Accurate Books and Records
We are required to maintain accurate books and records of our business activities
consistent with legal requirements and business needs, and to ensure that
financial information included in our books and records is correct and complete
in all material respects. Morgan Stanley has established policies and processes
to comply with applicable record retention requirements and the ability to
promptly retrieve such documents in response to legal and regulatory obligations.
You should be familiar with any recordkeeping procedures that apply to your
business function and you should maintain any records that you are responsible
for in compliance with these policies. Records that are no longer
required for legal or business purposes should be disposed of in accordance
with our policies and procedures.
Promote a Safe and Healthy Working Environment
We are committed to conducting our business in compliance with all applicable
environmental and workplace health and safety laws and regulations. We strive
to provide a safe and healthy work environment for employees and to avoid
adverse impact and injury to the environment and communities in which we
conduct our business. Achieving this goal is the responsibility of all directors,
officers and employees.
Your Personal Commitment
Morgan Stanley continuously lives its core values. Only by doing so can we
realize the potential of our constituent parts and the talents of our people
around the world.
To reaffirm their commitment to Morgan Stanley’s core values, Morgan
Stanley requires that directors acknowledge this Code of Ethics and Business
Conduct, and that officers and employees acknowledge Leading with Integrity:
Morgan Stanley Code of Conduct, which this Code of Ethics summarizes.
Updated as of July 2013
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