Morgan Stanley Code of Conduct
Culture,
Values and
Conduct
2015
Title
This version of our Code of Conduct is included with
your new hire materials for your review and reference.
Once you begin your employment with Morgan Stanley,
you will be required to acknowledge that you have read
and understand this Code and agree to abide by it. The
electronic version of this Code includes links to policies
and procedures that you will be able to view once you
have access to our systems.
Integrity Hotline
24 hours a day, 7 days a week
866-448-8434 (Global, except Europe)
866-940-6738 (EU, Switzerland and Russia)
0800-91-4863 (France)
0808-234-7205 (United Kingdom)
This Code of Conduct features a selection of photographs
from the 2014 Morgan Stanley Photo Contest. Employees
Callers outside of the U.S. should dial their
from around the world submitted more than 600 photos,
country ’s AT&T access code and wait for the
representing their interpretations of the concepts of
tone before dialing the toll-free number.
growth and opportunity.
2 Morgan Stanley code of conduc t
Culture, Values and Conduct
A Message from
James Gorman
Morgan Stanley’s culture and reputation differentiate us from our peers. Our future
success relies on a client-centered culture of dedicated professionals doing the right
thing to deliver the best of the Firm. At a time when global financial institutions are
under intense scrutiny in all aspects of their business, we are reminded almost daily
that our reputation is our most precious asset. Once damaged or lost, it is very difficult
to restore. That is why our unwavering commitment to the highest standards of ethical
conduct has been instrumental in enabling the Firm to prosper and thrive over our
long history and continues to be paramount to our future success.
Our Code – Culture, Values and Conduct – reflects our continued commitment to
conducting all our business activities in accordance with our core values and fostering a
culture where Doing the Right Thing means delivering first-class business in a first-class
way and in full alignment with the letter and spirit of applicable laws, regulations and
our policies. Our values inform everything we do: Putting Clients First, Leading with
Exceptional Ideas, Doing the Right Thing and Giving Back.
The purpose of this Code is to help guide all of us to live the core business principles
that underlie our success. Please read it carefully and consider what it says. If you
are aware of any actions that violate this Code and put us at risk, we depend on you
to speak up. We prohibit retaliation against anyone who makes a good faith report of
known or suspected misconduct.
Like you, I am proud to be part of a Firm that has such a distinguished history and
promising future. In 1935, the Firm’s founding partners understood that maintaining
the trust of their clients was essential to their success, and they stayed true to this
guiding principle. Thank you for doing your part to uphold our proud heritage.
James P. Gorman
Chairman and Chief Executive Officer
CULTURE, VALUES AND CONDUCT 3
Title
LOCATION:
Photographer:
4 Morgan Stanley code of conduc t
Lake Louise, Canada
Janet Cheng, Institutional Securities
Contents
About This Code
A Culture of Ethical Behavior
6
9
Our Core Values
10
Making the Right Decision
11
Raising Legal and Ethical Concerns and Reporting Misconduct 12
Licensing and Training
32
Maintaining Accurate Books and Records
32
Cooperation
33
Communications with Legal, Regulatory and
Government Authorities
33
Legal Holds
33
Speaking Up
12
Supervisor Responsibilities
12
Protecting Confidential Information
35
Reporting Concerns about the Conduct of Firm Management
13
Confidential Information
36
The Integrity Hotline
13
Definition of Confidential Information
36
Non-Retaliation Commitment
13
Obligation to Protect Confidential Information
37
Treating Others with Dignity and Respect
14
Reporting Information Security Incidents
38
Fair Treatment
14
Privacy and Data Protection
38
Diversity and Inclusion
14
Material Non-Public Information
40
Supporting Our Communities
15
Prohibition on Trading on MNPI
40
Sustainability
15
Information Barriers
40
The Environment
15
Restricted Lists
41
Community Development
16
Notifying the Control Group
41
Human Rights
16
Giving Back
17
Employee Activities
43
Outside Activities
44
How We Conduct Our Business
19
Employee Trading and Investing
46
Conduct Guided by Our Culture and Values
20
Restrictions on Personal Trading and Investing
46
Managing Franchise Risk
21
Employee Securities Accounts
47
Addressing Conflicts of Interest
22
Transactions in Morgan Stanley Securities
47
Potential Business Conflicts
22
Specific Restrictions
47
Potential Personal Conflicts
23
Personal Lending and Borrowing
48
Gifts and Entertainment
24
Notification
49
Financial Crime Prevention
26
Anti-Money Laundering
26
Protecting Our Interests
51
Economic and Trade Sanctions
27
Firm Property
52
Antiboycott Laws
27
Firm Systems and Electronic Communications
52
Anti-Corruption
28
Intellectual Property
52
Political Contributions and Activities
30
Communications with the Public
53
Fair and Free Markets
31
Disclosures to the Public
53
Market Abuse
31
Internal Communications
53
Antitrust and Competition Laws
31
Communications with the Media
53
Permissible Activities
31
Authority to Act
54
Consumer Protection Obligations
31
Authority to Act on Behalf of Morgan Stanley
54
Tied Business Dealings
31
Authority to Retain Outside Legal Counsel
54
Our Legal and Regulatory Responsibilities
32
Code of Conduct Acknowledgment
55
Supervision and Regulation
32
Cross-Border Business
32
Key Resources
56
About This Code
This Code of Conduct is a statement of Morgan Stanley’s commitment to
integrity and the highest ethical standards in all that we do. Our Code defines
the standards of conduct that we expect from all of our employees to help
us make the right decisions in performing our jobs.
Policies, Procedures and
Other Supplements to This Code
No document can cover every legal or ethical question that arises
in the workplace, and many of the principles described in this
Code are explained further in our policies and procedures. Your
particular business, function or legal entity may have its own
policies and procedures, which you must also follow. Employees
in Investment Management, for example, are subject to the Code
of Ethics applicable to their business. In addition, requirements
that apply to specific regions and countries are detailed in
Country Supplements to the Code. You are responsible for
reading, understanding and following this Code and any specific
policies and procedures that apply to you. Contingent workers are
subject to the Standard of Conduct applicable in their location.
Q: Where can I find
Morgan Stanley’s policies
and procedures?
Q: What if I have a concern
that is not covered in
this Code?
A: Policies and procedures
can generally be found on the
Legal and Compliance Division
(LCD) Portal (type lcd in your
browser) or on the Firmwide
PolicyPortal (type policyportal in
your browser). Unless otherwise
indicated, policies, procedures
and InfoPages referenced in
this Code can be found on the
LCD Portal.
A: This Code cannot address
every potential concern that
you may have. However, the
standards, values and other
guidance discussed in this Code
can help you make the right
decision. You are expected to
act ethically and with sound,
reasoned judgment even in
the absence of a specific law,
regulation or Morgan Stanley
policy. If you need more
assistance, contact your
supervisor, a member of LCD
or your Human Resources (HR)
representative.
For quick access to the Code of
Conduct Country Supplements
and applicable Codes of
Ethics, go to the Code of
Conduct InfoPage.
6 Morgan Stanley code of conduc t
Consequences of Violating This Code
This Code forms part of the terms and conditions of your
employment and governs your activities at Morgan Stanley. It
also covers certain continuing obligations in the event you leave
Morgan Stanley. You are required to acknowledge that you have
read, understand, are in compliance with and agree to abide by
this Code. This Code and its provisions apply to you even if you
fail to provide your acknowledgement.
This Code is not a contract guaranteeing your employment or
entitling you to any special privileges, rights or benefits. If you violate
this Code or any other Morgan Stanley policy or procedure, you will
be subject to the full range of disciplinary sanctions, which could
include cancellation of previously awarded deferred compensation
and the termination of your employment.
You will be held personally responsible for any improper or illegal
acts you commit during your employment. You can also be held
responsible for the action (or inaction) of others if you knew, or
should have known, about their misconduct. Your activities may
also be reported to 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.
Title
LOCATION:
Photographer:
Shanghai, China
Yiting Shan, Technology & Data
CULTURE, VALUES AND CONDUCT 7
Title
LOCATION:
Photographer:
8 Morgan Stanley code of conduc t
Continental Divide, Colorado
Kevin Johnson, Wealth Management
A Culture
of Ethical
Behavior
CULTURE, VALUES AND CONDUCT 9
Our Core Values
At Morgan Stanley, we are committed to fostering and
maintaining a culture based on our four core values: Putting
Clients First, Leading with Exceptional Ideas, Doing the Right Thing
and Giving Back. Living these values means, above all, conducting
ourselves and our business activities in accordance with the letter
and spirit of applicable laws and regulations and our policies, and
acting with integrity to deliver first-class business in a first-class
way. As employees, we have a shared responsibility to maintain
the highest standards of ethical behavior in our dealings with our
clients, communities and each other.
10 Putting
Clients First
Leading with
Exceptional
Ideas
Doing the
Right Thing
• Always keep the
client’s interest first.
• Work with colleagues
to deliver the best
of the Firm to
every client.
• Listen to what the
client is saying
and needs.
• Win by breaking
new ground.
• Let the facts and
different points of
view broaden your
perspective.
• Be vigilant about what
we can do better.
• Act with integrity.
• Think like an owner
to create long-term
shareholder value.
• Value and reward
honesty, collegiality
and character.
Morgan Stanley code of conduc t
Giving
Back
• Be generous with
your expertise, your
time and your money.
• Invest in the future
of our communities
and our Firm.
• Mentor our next
generation.
Making the Right Decision
Our core value Doing the Right Thing means that we take
personal responsibility for our actions, make the right decisions
and hold ourselves accountable. Situations may arise where the
proper course of action may not be clear, but asking yourself a
series of questions about an action can help you determine how
you should proceed:
Is my action
in compliance
with laws,
regulations
and our
policies?
Is my action
consistent with
this Code and
our core values
Doing the
Right Thing
and Putting
Clients First?
Who might
benefit from or
be harmed by
my action?
Could my action
be perceived
by others as
inappropriate
or unethical?
Could my action
damage my or
Morgan Stanley’s
reputation,
or embarrass
me or
Morgan Stanley?
How would my
action appear in
media reports?
When in doubt, stop and think. Use your best judgment to make
the right decision. If you are unclear about laws, regulations or
policies that apply to your job or if you are unsure about the
legality or integrity of a particular course of action, before you
act, seek guidance from your supervisor or a member of LCD.
CULTURE, VALUES AND CONDUCT 11
Raising Legal and Ethical Concerns
and Reporting Misconduct
Speaking Up
It may seem easier to keep silent when faced with questionable
conduct, but you must never ignore a legal or ethical issue. If you ever
feel pressured to act in a way that conflicts with this Code or if you
believe you or others (for example, another employee, a supervisor,
client, contingent worker, supplier or other third party) may have
violated the letter or spirit of the law, regulations or our policies, you
must promptly inform any one of the following:
Q.
Why should I speak up about
the misconduct of others that
doesn’t affect me directly?
A.
Our reputation and success depend on
all of us doing the right thing. Unethical
behavior by any employee, supervisor,
client, contingent worker, supplier or other
third party can significantly compromise
the trust of our clients, shareholders
and the public and lead to regulatory or
criminal consequences. You cannot ignore
or allow others to disregard our values
and expect to succeed yourself. It is up to
each of us to protect our reputation by
reporting issues immediately.
Q.
If my supervisor asks me to
do something that I think is
wrong, what should I do?
A.
Never do anything that you believe is
wrong. Express your concerns directly
to your supervisor. If you are not able
to do so, speak with another manager,
or contact a member of LCD or your HR
representative. You also may raise your
concern anonymously by calling the
Integrity Hotline.
• Your supervisor
• Designated contacts under a specific policy or procedure
• A member of LCD
• Your Human Resources (HR) representative
You can also contact the Integrity Hotline.
Supervisor Responsibilities
If you supervise an employee or contingent worker, you are
obligated to supervise their activities and conduct for compliance
with applicable laws, regulations and policies and to take
appropriate action when you have concerns.
As a supervisor, you are responsible for identifying and stopping
any misconduct and preventing its recurrence, in consultation with
a member of LCD or your HR representative. Supervisors who do
not take appropriate action may be held responsible for failure to
supervise properly and may subject themselves and Morgan Stanley
to liability. Although supervisors may delegate certain supervisory
functions to a qualified person, supervisors ultimately remain
responsible and must confirm on a regular basis that any delegated
duties that relate to regulatory obligations are being performed.
12 Morgan Stanley code of conduc t
Title
Location:
Photographer:
Manarola, Italy
David Kraft, Wealth Management
Reporting Concerns about the Conduct
of Firm Management
If your concerns relate to the conduct of the Chief Executive Officer,
or any other senior executive or a member of the Board of Directors
of Morgan Stanley, 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 Board’s Independent Lead Director
or Chairman of the Audit Committee. For more information about
how to contact the Board of Directors, see the Policy Regarding
Communication by Shareholders and Other Interested Parties with
the Board of Directors on the Morgan Stanley website.
The Integrity Hotline
If you believe your concern has not been appropriately resolved,
or if you would prefer to report your concern through other
channels, you may call the Integrity Hotline. Your concerns
may be reported anonymously, if you wish, and will be treated
confidentially, as appropriate.
You should not use the Integrity Hotline to report matters involving
your employment relationship with Morgan Stanley, as those matters
should be reported to your supervisor or HR representative or
through other reporting mechanisms established under the relevant
HR policies.
Non-Retaliation Commitment
Our continued success depends on the open communication
of concerns by employees without fear of retaliation.
Morgan Stanley prohibits retaliation for reports or complaints
regarding the misconduct of others that are made in good faith.
To Reach the
Integrity Hotline
24 hours a day, 7 days a week, call toll-free:
866-448-8434 (Global, except Europe)
866-940-6738 (EU, Switzerland and Russia)
0800-91-4863 (France)
0808-234-7205 (United Kingdom)
Callers outside the U.S. should dial their
country’s AT&T access code and wait for the
tone before dialing the number.
For more information and a complete
list of country access codes, see the
Integrity Hotline – Reporting
Misconduct InfoPage.
Q.
If I raise a concern about a
colleague’s misconduct, will I
be treated differently because
I spoke up?
A.
Supervisors are prohibited from
retaliating against anyone who makes
such a report, and are expected to guard
against retaliatory conduct by others.
If you suspect retaliation by anyone,
speak to your HR representative or a
member of LCD.
CULTURE, VALUES AND CONDUCT 13
Treating Others with Dignity
and Respect
Fair Treatment
Diversity and Inclusion
Our core value Putting Clients First demonstrates
our commitment to dealing fairly and transparently
with clients as well as with our regulators, the public,
competitors, suppliers and each other.
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 union status,
pregnancy (including unlawful discrimination on the basis
of a legally protected pregnancy or maternity leave),
protected veteran or military service status, genetic
information or any other characteristic protected by law.
Refer to the Non-Discrimination/Anti-Harassment Policy
or Dignity at Work Policy that applies to your region,
available on the HR Policies webpage.
We will not take advantage of anyone through manipulation,
concealment, improper handling of Confidential Information,
misrepresentation of material facts or other unfair dealings
or practices.
Many countries have fair lending or fair access laws that
prohibit discrimination against prospective or actual clients
and applicants. See, for example, the Global Policy on U.S.
Consumer Compliance.
Our diversity initiatives support an open and inclusive
corporate culture, which we believe is fundamental
to our role as a global leader. Bringing together and
supporting employees with different backgrounds, talents,
perspectives, cultural identities and experiences helps foster
a dynamic business environment that produces innovative,
exceptional ideas.
For more information, see the Diversity & Inclusion page on
the Morgan Stanley website.
14 Morgan Stanley code of conduc t
Supporting
Our Communities
Sustainability
The Environment
We are committed to a broad vision of sustainability that
encompasses the long-term financial, environmental and
social impact of our activities. We use an integrated approach
in our client-facing work and our own operations, drawing
on our unique skills and global market perspective to build
environmental and social considerations into the decisions we
make. Our global commitment to sustainable development
and growth is a direct reflection of our core values and
enhances our ability to provide superior service to our clients,
our employees and our communities. This commitment to
sustainability is anchored by global standards for responsible
business practices, active management of our internal
operations, rigorous analysis of investment opportunities and
careful due diligence in all transactions.
We consider the environmental impact of our business
activities, including in how we: evaluate companies,
transactions and risk; collaborate with and educate our
clients, financing partners and employees; conduct our
own operations; and develop and promote new market
opportunities. We are improving energy and resource use,
lowering greenhouse gas emissions and implementing
sustainability initiatives across our Firm and our global
investment portfolio. For more information, see the
Environmental Policy Statement on the Corporate
Governance page on the Morgan Stanley website.
For more information, see the Institute for Sustainable
Investing portal on the Morgan Stanley website.
We are committed to identifying, assessing and managing
environmental risks in all our activities in accordance with
our Global Environmental and Social Risk Policy. Our
internal processes support our commitment to evaluate
environmental risks objectively and communicate them
to the appropriate management level. You are expected
to consider environmental and social risks that can affect
Morgan Stanley and communicate any issues in accordance
with our policies and procedures.
CULTURE, VALUES AND CONDUCT 15
Supporting
Our Communities (continued)
16 Community Development
Human Rights
We recognize that capital markets need to serve all
levels of society and are committed to being a strong,
reliable partner in our communities. We focus on using
those markets to attract capital to create and preserve
affordable housing and promote economic development
for individuals and communities in need. In the U.S., our
community development program undertakes initiatives
that not only are highly responsive to community needs,
but also reflect profitable and sustainable business
models designed to ensure a continued flow of capital
for community investment. Internationally, our social
finance efforts support clients that drive economic
and social benefits, such as microfinance institutions.
We view these efforts as a mechanism for creating
lasting community impact. For more information, see
the Institute for Sustainable Investing portal on the
Morgan Stanley website.
We support and respect the protection and advancement of
human rights, and we are committed to being a responsible
corporate citizen. Morgan Stanley complies with the laws
and regulations of the countries in which we operate while
encouraging the protection of human rights through our own
policies, standards and practices.
Morgan Stanley code of conduc t
We endeavor to conduct our business operations in
ways that attempt to preserve, protect and promote the
full range of human rights for our employees, suppliers
and service providers, clients and local communities as
described in the United Nations Universal Declaration of
Human Rights and the International Labour Organization
core Labour Standards. In our dealings with suppliers
and service providers, we seek to ensure that they
adhere to our rigorous standards and policies. Within our
client-focused businesses, our Firm Franchise Committee
assists in the oversight of potentially significant franchise
risks, including potential human rights issues, in connection
with Morgan Stanley transactions, business practices,
counterparties and clients. For more information, see our
Statement on Human Rights on the Corporate Governance
page on the Morgan Stanley website.
Giving Back
Among the key priorities for Morgan Stanley and its
philanthropic foundations are children’s health and
encouragement and support of Morgan Stanley employees’
community involvement. Consistent with the Firm’s core
value Giving Back, we work to strengthen and support
the communities where our employees live and work. We
concentrate these efforts through our annual global volunteer
month, as well as through year-round volunteer activities. We
also recognize and support employees who commit their time,
financial resources and expertise to charities and offer a host
of programs to grow their engagement. For more information,
see the Giving Back page on the Morgan Stanley website.
CULTURE, VALUES AND CONDUCT 17
Title
LOCATION:
Photographer:
18 Morgan Stanley code of conduc t
Crystal Beach, Texas
Morgan LaRousse, Wealth Management
How We
Conduct
Our Business
CULTURE, VALUES AND CONDUCT 19
Conduct Guided
by Our Culture and Values
We aim to adhere to the highest standards of ethical conduct –
this is the hallmark of Morgan Stanley’s culture and the
expression of our core values. We will not compromise the legal,
regulatory or policy requirements that govern our activities.
Our commitment to ethical conduct means that we abide
not only by the letter, but also by the spirit, of applicable laws
and regulations.
Morgan Stanley’s Culture, Values and Conduct Committee,
comprising senior Firm management, oversees the Firmwide
program to realize this commitment. The Committee’s
responsibilities include developing enterprise-wide standards
and overseeing initiatives related to culture, values and conduct,
including training and enhancements to performance and
compensation processes, and developing a framework to
measure and report results to the Firm Risk Committee
and the Board of Directors.
Culture
Values
Conduct
20 Morgan Stanley code of conduc t
Managing
Franchise Risk
Morgan Stanley’s reputation for integrity
and excellence is essential to our success.
We act in the best, long-term interest of our
clients and earn their trust while protecting
Morgan Stanley’s franchise.
The Global Franchise Risk Policy provides
a framework for managing potential risks to
Morgan Stanley’s franchise. It also provides
examples of red flags, highlighting potentially
Location:
Photographer:
Abu Dhabi, U.A.E.
Jay Radhakrishnan, Technology & Data
significant franchise risks with respect to
a transaction, business practice, client or
counterparty that are expected to be escalated.
It is important that we consider the potential
impact of our actions on Morgan Stanley’s
reputation and exercise sound judgment before
approving or executing business. For more
information, refer to the Franchise Risk InfoPage.
CULTURE, VALUES AND CONDUCT 21
Addressing
Conflicts of Interest
Our Global Conflicts of Interest Policy addresses business
conduct and practices that may give rise to actual or potential
conflicts of interest. The Policy describes the framework by which
Morgan Stanley identifies and addresses potential conflicts of
interest and the types of conflicts to which we should be alert.
Potential Business Conflicts
Potential business conflicts can occur in a
number of circumstances, including:
• Between different clients (for example, when
two clients are interested in acquiring the
same asset)
• Between clients and Morgan Stanley (for
example, when Morgan Stanley is acting in
multiple capacities with respect to a client or
transaction or is recommending or offering
products to a client for which Morgan Stanley
receives greater fees or compensation than for
alternative products)
You are responsible for:
• Taking appropriate action in accordance with
regulatory requirements and our policies
when you become aware of any actual or
potential conflicts
22 Morgan Stanley code of conduc t
• Bringing potential conflicts to the attention
of your supervisor, Conflicts Management
Officer (CMO) in your business unit or region,
the Firm’s Global Conflicts Office (GCO) or a
member of LCD
In addition, the Firm Notification, Conflict
Clearance and Seat at the Table Operating
Procedures identify the activities for which
business units must either give notification or
receive clearance through the Firm Conflict
File, which is a key process for identifying and
monitoring ongoing and potential business conflicts
across Morgan Stanley.
If a conflict is not addressed by our existing policies
or is potentially significant to an individual business
area, across divisions or Firmwide, raise the issue
promptly with your supervisor, CMO, the GCO or a
member of LCD.
Location:
Photographer:
Limington, Maine
Alisa Sprowl, Wealth Management
Potential Personal Conflicts
Potential personal conflicts may arise in various situations, such as:
• Compensation arrangements or incentives that could affect your compensation
Q.
My team is reviewing vendor
proposals to provide
transportation services to the
Firm. One of the vendors has
offered several of us tickets
to the upcoming World Cup
game. This particular vendor
will most likely be awarded
the contract based on the
price and quality of service.
Since the gift won’t influence
our contract decision, would
there be any problem in my
team accepting the tickets?
A.
Accepting the tickets could give the
appearance of a conflict of interest,
particularly if the contract is ultimately
awarded to the vendor, and for that
reason, you should not accept them.
Although gifts and entertainment can
foster goodwill in business relationships,
they are improper if they create, or
appear to create, a conflict of interest.
depending on whether you recommend or offer a particular security or
transaction to a client
• Having a personal or family interest in a company or transaction involving
Morgan Stanley where you or a family member may derive a benefit
• Personal trading or outside activities (for example, board directorships) or
investments that could raise potential conflicts with a client or Morgan Stanley
• Working for a client or supplier or making a private investment in a competitor
while employed at Morgan Stanley
Avoid any investment, activity or relationship that could, or could appear to, impair your
judgment or 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. Before
engaging in outside activities, you are required to obtain approval using the Outside
Business Interests (OBI) System; for more information, see the Outside Activities
section on page 44.
Promptly disclose to your supervisor, CMO, the GCO or a member of LCD any
investment, activity or relationship (including those that involve family members)
that could give rise to a conflict of interest or the appearance of a conflict. For more
information, refer to the Global Conflicts of Interest Policy available on the Conflicts of
Interest InfoPage.
You should be aware, also, that certain employee-to-employee relationships, such as
engaging in personal financial arrangements with other Morgan Stanley employees,
may raise potential conflict issues. In addition, you must disclose certain personal
relationships with another employee to your supervisor and your HR representative
pursuant to Firm policy; see Personal Relationships Between Employees on the HR
Policies webpage.
CULTURE, VALUES AND CONDUCT 23
Gifts and
Entertainment
Gifts and entertainment can foster goodwill in business
relationships. However, concerns arise when they compromise, or
appear to compromise, the propriety of our business relationships
or create an actual or apparent conflict of interest.
Therefore, gifts and entertainment should not:
• Be so frequent or so lavish in type or value
as to appear improper or to create an
inappropriate obligation or expectation
• Appear intended or designed to induce you,
a client or a client representative to act in a
manner inconsistent with the best interests of
Morgan Stanley or the client
• Create the appearance that you are entering
into a business transaction based on factors
other than the merits of the product
or service offered or the quality of the
professionals involved
You may not give or receive gifts to or from
anyone with whom Morgan Stanley has a current
or potential business relationship (for example,
a client or vendor), unless the gift is within the
monetary limit defined for your location. Business
entertainment should provide an opportunity for
substantial interaction and enhance our overall
relationship with clients. As such, when hosting
24 Morgan Stanley code of conduc t
business entertainment, you must be present
with the client, or when receiving entertainment
from a client, the host must be present, or else
it is deemed a gift and subject to the gift value
limitations. In addition, you must comply with
the expense policies that apply in your region
or division related to gifts and entertainment,
including travel.
Giving gifts to or entertaining employees
of government and public international
organizations also may be restricted, prohibited
or require disclosure. For more information, see
the Anti-Corruption section on page 28.
Charitable contributions made on behalf of or
at the request of a client must be precleared
and cannot be given in exchange for any tangible
benefit for the Firm or the client.
For more information, refer to the Global Gifts,
Entertainment and Charitable Giving Policy on the
Gifts and Entertainment InfoPage.
Q.
I want to take my client to dinner.
Do I need to preclear the expense
if I pay for the dinner myself
without seeking reimbursement
from Morgan Stanley?
A.
Yes. Any entertainment expense (including
any related gifts) above the defined
threshold in your location must be
precleared. Firm policies apply whether
or not you seek reimbursement from
Morgan Stanley.
Q.
I purchased two tickets for
a sporting event to spend
time with my client. The client
asked me if she could bring her
spouse. Since the event is sold
out, may I give both tickets to
the client so her spouse can
attend in my place?
A.
It depends. If you do not attend the
event with the client, the tickets would
be considered a gift, not business
entertainment and, therefore, acceptable
only if the total actual cost of both tickets
(regardless of face value) falls within the
monetary limit on gifts applicable in your
location. If your client is a Government
Official, additional restrictions may apply.
LOCATION:
Photographer:
London, UK
Muthu Muthukaruppan, Technology & Data
CULTURE, VALUES AND CONDUCT 25
Financial
Crime Prevention
Anti-Money Laundering
You are prohibited from participating in or facilitating money
laundering. To protect Morgan Stanley from those engaged in such
activities, you must:
Q.
If I detect potentially
suspicious activity after
the activity has taken place,
am I obligated to report my
concerns?
A.
Yes. The speed at which we transact
business might mean that the suspicious
nature of certain activity only becomes
apparent after it has taken place – or
when it is viewed in the context of
subsequent activity. You are under an
ongoing obligation to report unusual or
suspicious activity to your supervisor or
AML Group representative as soon as it
becomes apparent to you.
• Know your anti-money laundering (AML) responsibilities by
familiarizing yourself with the Global Money Laundering
Prevention Policy and the Training Supplement specific to your
country and region.
• Know your clients and obtain all client identification information
required by laws, regulations and our policies.
• Be alert to and promptly report to your supervisor or your
Anti-Money Laundering Group representative any unusual or
potentially suspicious activities that could constitute money
laundering, the financing of terrorism or involve proceeds
derived from unlawful activity – including activity involving
clients, their transactions or the source of their funds. You can
also call the applicable AML Information Line or the Integrity
Hotline to report potentially suspicious activity.
Involvement in money laundering activity, even if unintentional, could
result in civil and criminal penalties against you and Morgan Stanley.
For more information, refer to the Anti-Money Laundering InfoPage
or contact your AML Group representative or the applicable AML
Information Line.
26 Morgan Stanley code of conduc t
Economic and Trade Sanctions
Morgan Stanley is subject to restrictions on trade and other
economic activity with designated governments, individuals (such
as suspected terrorists and narcotics traffickers) and entities, as
well as with individuals and entities that are located in, or are
nationals or agents of, certain countries.
You are prohibited from opening an account, establishing or
maintaining a relationship, or engaging in any direct or indirect
transactions or dealings with a sanctioned government, individual or
entity. Additional information regarding economic and trade sanctions,
such as those administered by the U.S. Department of Treasury’s
Office of Foreign Assets Control (OFAC), as well as Morgan Stanley’s
Global Office of Foreign Assets Control / Economic Sanctions Policy,
is available on the Economic Sanctions – OFAC InfoPage.
Antiboycott Laws
We comply with U.S. antiboycott laws that prohibit participation,
including a request that others participate, in a boycott unless
sanctioned by the U.S. government. U.S. laws also require us to
report a non-U.S. boycott request. We refuse to do business,
furnish information in furtherance of, or otherwise participate
in any non-U.S. boycott. If you receive a request to supply
information or otherwise take action in furtherance of a non-U.S.
boycott, promptly contact a member of LCD. Violations of
antiboycott laws may result in criminal, civil and regulatory
penalties.
For more information, refer to the Global Antiboycott Policy
available on the Antiboycott InfoPage.
Q.
What restrictions do economic
and trade sanctions place on
Morgan Stanley?
A.
Generally, economic and trade
sanctions prohibit:
• Trade and financial transactions with
or involving a sanctioned country, its
government and agents, or companies
owned or controlled by the government
of a sanctioned country
• Accounts or relationships with
individuals or entities resident or
incorporated in sanctioned countries
• Transactions with individuals or
companies resident or located in a
sanctioned country, and in some limited
cases, transactions with nationals of a
sanctioned country anywhere in the world
• Transactions involving goods of
sanctioned country origin, regardless
of who owns them or where they are
shipped/purchased
• Transactions involving persons or
entities on OFAC’s List of Specially
Designated Nationals
• Transactions involving vessels
registered in or owned by individuals
or entities in a sanctioned country
CULTURE, VALUES AND CONDUCT 27
Financial Crime
Prevention (continued)
Anti-Corruption
We prohibit all forms of bribery and corruption.
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 or improper business
advantage, such as obtaining or retaining
business. We also prohibit receiving, or agreeing
to receive, anything of value that results or
may result in the improper performance of your
duties as a Morgan Stanley employee. “Anything
of value” includes meals, entertainment, gifts,
payment for travel or lodging, charitable or
political contributions, honoraria or speaker fees,
and educational or employment opportunities.
There are heightened risks when interacting with
a Government Official. “Government Official”
includes officers, employees or representatives
(such as agents, advisors or consultants) of a
Government Entity, or any other person acting
in an official capacity on behalf of a Government
Entity. Government Entities include:
• Governments, governmental agencies and
instrumentalities, and public international
organizations
• Companies or organizations that are
partially or wholly owned or controlled
by governments or governmental agencies
(notwithstanding that the company may be
publicly listed)
• Political parties and political candidates
28 Morgan Stanley code of conduc t
Generally, you must use the Events and
Conferences System to obtain preclearance
from your supervisor and your regional AntiCorruption Group representative before giving
gifts, entertaining or providing anything of value
to a Government Official or private party. For
preclearance requirements and specific thresholds,
consult the Global Anti-Corruption Policy and
the Global Gifts, Entertainment and Charitable
Giving Policy, as well as the applicable expense
management policy for your business or region.
Certain requirements apply when Morgan Stanley
retains a “Business Partner,” that is, a third party
who will assist Morgan Stanley in:
• Obtaining new clients or business
• Retaining an existing client or business
• Furthering its business objectives, if the third
party is a Government Official or Government
Entity or will interact with a Government
Official on behalf of Morgan Stanley
Before retaining a Business Partner, such as a
finder, agent, consultant, joint venture partner or
other business intermediary, you must conduct
due diligence through Morgan Stanley Corporate
Security and obtain preclearance from your
regional Anti-Corruption Group representative
through the Business Partner System.
Location:
Photographer:
Widtsoe, Utah
Allan Duff, Wealth Management
Similarly, you must conduct appropriate anticorruption due diligence for any transaction or
engagement in order to address potential legal,
regulatory and franchise risk. Factors to consider
during the due diligence process include the
nature of the transaction, and the reputation,
industry and geographic location of the relevant
parties and entities.
Q.
My client referred his
daughter for an internship
at Morgan Stanley. What do
I need to do?
A.
An offer of employment, whether paid
or unpaid, may be considered a “thing of
value” under applicable anti-corruption
laws. You should consult with HR regarding
any employment candidate who is referred
by, related to, or closely connected with
a client, potential client, Government
Official, or other third party with whom
Morgan Stanley does or may do business.
All hiring decisions must be based on the
merits of the candidate, and all candidates
should proceed through the standard hiring
process. Candidates must not be hired in
exchange for—explicitly or implicitly—
Morgan Stanley obtaining or retaining
business, or to improperly influence the
client, potential client, Government Official,
or other party. In these circumstances, you
also must not take any steps to unduly
influence the hiring process.
For further guidance, refer to the
Global Anti-Corruption Policy.
Anti-corruption laws also require that you record
all transactions accurately in the books and records
of Morgan Stanley.
For more information, see the Anti-Corruption
InfoPage or contact your regional Anti-Corruption
Group representative.
Q.
What are some examples of
third parties who require
preclearance through the
Business Partner System?
A.
Examples of third parties who require
preclearance include:
• A consultant who helps
Morgan Stanley obtain or retain business
by making introductions or proposing
business opportunities
• An agent who works on
Morgan Stanley’s behalf to obtain local
permissions, permits, licenses or other
governmental or regulatory authorizations
• A consultant who serves on the board
of a Sovereign Wealth Fund
• A local business intermediary who was
recommended to Morgan Stanley by a
Government Official
CULTURE, VALUES AND CONDUCT 29
Financial Crime
Prevention (continued)
Political Contributions and Activities
Morgan Stanley does not make corporate contributions in the
U.S. even when permitted to do so under applicable law. You
may not use Morgan Stanley resources for any political event or
political contribution without prior approval from LCD and the
Government Relations Department.
Q.
Can Morgan Stanley sponsor a
golf hole at a fundraiser for a
local candidate for mayor?
A.
Morgan Stanley does not make
corporate political contributions,
and our name should not be used
in connection with sponsorship or
promotion of a political event or to
support a political candidate. Questions
as to whether a proposed sponsorship
or payment would be deemed a political
contribution should be directed to LCD.
The use of Morgan Stanley resources
for a political purpose requires
the approval of both LCD and the
Government Relations Department.
Q.
If I am going to a fundraising
dinner for a political
candidate in the U.S.,
must I obtain preclearance?
A.
Yes. You must use the Political
Contribution Tracking System to
preclear each political contribution to, or
participation in, any political solicitation
activity on behalf of U.S. federal, state or
local political candidates, officials, party
committees, organizations or ballot
measure committees. Payments are
contributions even if you get something
in return, like attendance at a dinner.
Personal Political Contributions and Activities
You may engage in certain legitimate political activities and
make political contributions in a personal capacity to the extent
permitted under law and Firm policy. Specific restrictions and
requirements include:
• You may not make contributions to any political officials or
political causes if those contributions are intended to influence
the award or retention of any Morgan Stanley business.
• You are responsible for confirming that your personal political
activity is in compliance with applicable legal restrictions and
prohibitions. Political contributions must be precleared as
indicated below.
Preclearance Requirements
U.S. federal, state and local contributions are subject to significant
legal restrictions and prohibitions, including pay-to-play laws that
can prohibit Morgan Stanley from engaging in certain businesses
if our employees make political contributions to covered officials,
candidates or political committees. Accordingly, you are required to
use the Political Contribution Tracking System to preclear all political
contribution and solicitation activity relating to U.S. federal, state or
local political candidates, officials, party committees, organizations
or ballot measure committees. Contributions to Morgan Stanley’s
Political Action Committee do not require preclearance.
Political contributions to public officials or candidates for public
office outside the U.S. may be subject to local laws and some
jurisdictions may not permit political contributions by foreign
companies or persons. Prior to making any non-U.S. contribution
you should confirm that you are in compliance with such laws.
Speak to a member of LCD or your regional Anti-Corruption
Group representative if you have questions.
30 For more information, refer to the Political Contributions InfoPage.
Fair and
Free Markets
Morgan Stanley is committed to promoting free and competitive markets.
We will not tolerate any attempt by any employee or representative of
Morgan Stanley to manipulate or tamper with the markets or the prices of
securities or to impede fair competition.
Market Abuse
Almost all jurisdictions have laws or regulations that
prohibit market abuse or manipulative trading activities
(including with respect to financial benchmarks). Among
other things, these laws and regulations prohibit insider
trading, market manipulation, the dissemination of
false or misleading information, colluding with other
market participants to distort the price or liquidity of a
security or unfairly disadvantage others, and the use of
information regarding a pending transaction in a financial
instrument by taking a favorable position for clients,
Morgan Stanley or your personal account. Your business
unit or region has policies and procedures to help ensure
compliance with the market abuse and manipulation laws
and regulations of each jurisdiction where we do business.
Antitrust and Competition Laws
Antitrust and competition laws are designed to ensure
fair competition. A small number of joint activities (for
example, underwriting syndicates) are legally permissible,
but many others are not. If you have questions about
the application of antitrust or competition laws to your
business, consult with your Division’s risk officer or a
member of LCD.
Permissible Activities
The Global Permissible Investments and Activities
Policy sets forth U.S. federal banking requirements
applicable to certain investments and activities that
Morgan Stanley may undertake. The Policy imposes
thresholds that require employees to contact a member
of LCD prior to making certain investments and engaging
in certain trading activities, such as acquiring positions in
the securities of U.S. banks, making principal investments,
making investments through Morgan Stanley’s private
investment funds or engaging in certain commodities- or
real estate-related activities.
Consumer Protection Obligations
Morgan Stanley is committed to complying with
applicable U.S. consumer protection legal and regulatory
obligations, as well as equivalent requirements in other
jurisdictions, including adherence to fair lending laws and
regulations, prohibitions on unfair, deceptive or abusive
acts or practices, and safeguarding the Personally
Identifiable Information (PII) or other Confidential
Information of its clients. For more information, see the
Global Policy on U.S. Consumer Compliance.
Tied Business Dealings
Many jurisdictions prohibit tying arrangements, whereby
clients are offered products or services on the condition
that they obtain or provide additional products or
services or not obtain products or services from a
competitor. You should consult a member of LCD for
advice regarding any potential arrangements that may be
viewed as involving tying. For more information, see the
Anti-Tying Policy.
CULTURE, VALUES AND CONDUCT 31
Our Legal and Regulatory
Responsibilities
Supervision and Regulation
As a financial holding company, Morgan Stanley is 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 procedures to meet
regulatory requirements related to the safety and soundness
of its activities and those of its U.S. Banks. See the Financial
Holding Company InfoPage for more information.
We also are subject to the laws and regulations of
the jurisdictions in which we do business. In addition,
Morgan Stanley belongs to exchanges and self-regulatory
organizations. Regulators, including the U.S. Securities and
Exchange Commission, UK Prudential Regulation Authority
and UK Financial Conduct Authority, Hong Kong Securities
and Futures Commission, and Japan Financial Services
Agency, among others, enforce rules governing trading and
business conduct, such as trading and sales practices, margin
and capital, and clearance and settlement requirements.
You are required to know and comply with all the laws and
regulations applicable to you and your business. In addition
to complying with the letter of laws and regulations, you are
required to consider whether your actions are in compliance
with the spirit of the law and to act in accordance with the
highest ethical standards of conduct.
If you have any questions about laws and regulations
applicable to you and your business, contact a
member of LCD.
Cross-Border Business
If your business involves clients located outside
the country where you are based, both you and
Morgan Stanley may be subject to the laws of the clients’
location as well as the laws of the country where you
are based. In some cases, you also may be subject to the
laws of a country of which you are a citizen or national
even if you no longer reside there. Before you offer
32 Morgan Stanley code of conduc t
products to, visit or otherwise solicit business from a
client outside of your home jurisdiction, make sure that
both you and Morgan Stanley have the necessary licenses
to conduct business in the client’s location and that you
understand the laws, regulations and policies applicable
to your activities there. Questions regarding cross-border
business should be raised with a member of LCD before
undertaking the activity.
Licensing and Training
Many jurisdictions require individuals who perform
certain activities in the financial services industry to be
licensed and to satisfy training and other requirements.
You are personally responsible for making sure that you
and any employees you supervise are properly licensed
and qualified to conduct your or their activities. Contact
your local LCD Registration Group if you have questions
about licensing and training requirements. For more
information, see the Registration and Licensing InfoPage.
Maintaining 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 procedures 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 or your 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. For more
information, refer to the Global Records and Information
Management Policy and the Information Lifecycle
Management InfoPage.
Cooperation
Morgan Stanley maintains open, productive and
proactive relationships with its regulators, which includes
appropriately communicating significant corporate
developments and activities to regulators.
During litigation, internal investigations, or governmental,
regulatory or administrative inquiries or examinations
involving Morgan Stanley, we may ask you to provide
information (including documents, statements or testimony)
or to meet with members of LCD, our outside counsel,
auditors or other authorities. You must cooperate fully
and provide truthful, accurate and complete information
in connection with any such request. We may provide
information about you to these authorities or in response to
subpoenas or discovery requests.
Communications with Legal, Regulatory
and Government Authorities
Firm interactions with legal, regulatory and government
authorities are managed as set forth below. Do not initiate
any contact with such authorities on Morgan Stanley’s
behalf, including providing comments to any regulatory
authority about a rule proposal or other matter, without
coordinating with the Legal and Compliance Division (LCD),
the Global Regulatory Relations Group, or Government
Relations Department. If you are contacted directly by
such authorities on a matter requiring a response from
Morgan Stanley, promptly notify LCD, the Global Regulatory
Relations Group or Government Relations Department, as
appropriate:
LCD generally manages interactions with legal and
regulatory enforcement authorities as well as attorneys
for private litigants regarding litigation, subpoenas,
investigations, inquiries and requests.
• You must forward any subpoenas, enforcement inquiries
from regulators and government authorities, litigation
matters and other types of legal documents, as well
as refer any queries from such regulators, government
authorities or outside counsel, to LCD.
The Global Regulatory Relations Group manages and
oversees the supervisory activities of the Firm’s regulators.
• You are specifically required to notify the Global
Regulatory Relations Group promptly of substantive
interactions or communications with the Firm’s regulators
regarding their supervisory activities, including prompt
referral of notices of supervisory reviews, inquiries,
examinations and continuous assessment requests.
The Government Relations Department participates in
the public policy arena on issues relating to the financial
regulatory environment worldwide, which includes dialogue
with government and legislative authorities.
• You must obtain approval from the Government Relations
Department before contacting any government or
legislative official (for example, an official of an executive
department or agency, member of the U.S. Congress,
UK or EU Parliament, or equivalent state, provincial or
local official, and related personal or committee staff)
on Morgan Stanley’s behalf, on any matter related to our
businesses, or any subject related to laws or regulations
that impact Morgan Stanley.
Notwithstanding the above, you may communicate directly
with a regulatory or government authority or official 1)
regarding a possible violation of any fair employment
practices law or 2) in accordance with any other law giving
you a right to make lawful communications concerning
possible violations of law or regulation or other
misconduct, as long as such communications are not on
Morgan Stanley’s behalf.
Legal Holds
We are required to preserve information, documents and
other materials, whether in physical or electronic form, in
connection with litigation, investigations and regulatory and
administrative proceedings. LCD will notify the appropriate
personnel promptly when Morgan Stanley is obligated
to preserve information. You must take all necessary
steps to comply with any notices from LCD regarding the
preservation of information, documents or materials in
connection with litigation, investigations or regulatory or
administrative proceedings. If you become aware of any
potential or threatened litigation, investigation or regulatory
or administrative proceeding, immediately contact a
member of LCD.
Q.
What should I do if a regulator or outside lawyer contacts me about a potential litigation
or regulatory matter involving Morgan Stanley or me in my professional capacity either
at Morgan Stanley or elsewhere?
A.
Any communications regarding actual or potential litigation, subpoenas, investigations, enforcement inquiries and
requests must be referred to LCD. See the Receipt of Legal Documents InfoPage for more information, or contact
a member of LCD. You must promptly refer any communications regarding the supervisory activities of the Firm’s
regulators, such as notices of supervisory reviews, inquiries, examinations and continuous assessment requests, to
the Global Regulatory Relations Group. See the Global Regulatory Relations InfoPage for more information. If in
doubt, please contact a member of LCD for assistance.
CULTURE, VALUES AND CONDUCT 33
Title
LOCATION:
Photographer:
34 Morgan Stanley code of conduc t
Batad, Philippines
Andras Koczka, Company
Protecting
Confidential
Information
CULTURE, VALUES AND CONDUCT 35
Confidential Information
Definition of Confidential Information
Confidential Information is information that you create, develop,
receive, use or learn in the course of your Morgan Stanley
employment. It includes information that is not generally known
by the public about Morgan Stanley, our employees, our clients
or other parties with whom we have a relationship and who have
an expectation of confidentiality. It is information of sufficient
sensitivity that loss or unauthorized disclosure or access could
result in legal, business or reputational harm to Morgan Stanley
or our clients. Much of the Firm’s information is Confidential
Information. Examples include: the identity of our clients, trading
activities and securities holdings; acquisition, divestiture and
tender offer plans; and Personally Identifiable Information relating
to clients and employees (such as Social Security numbers).
Identity
of Clients
36 Trading
Activities
Morgan Stanley code of conduc t
Securities
Holdings
Acquisitions
and
Divestitures
Personally
Identifiable
Information
Location:
Photographer:
Jackson Lake, Wyoming
Tracy Duckworth, Wealth Management
Obligation to Protect Confidential Information
You must protect all Confidential Information, regardless of its
form or format, from the time of its creation or receipt until its
authorized disposal. For example:
Q.
I’m on vacation next week
and want to send a few deal
documents to my personal
email account in case I have to
participate in any conference
calls. Can I do so?
A.
No. Emailing confidential documents to
your personal email is prohibited. If you
need access to information while you are
out of the office, you should use remote
technology to access your files or review
any information you may need while away.
Q.
I have just joined Morgan Stanley
as a new employee. May I bring
to Morgan Stanley Confidential
information that I developed while
working for my prior employer?
A.
No. Doing so would violate
Morgan Stanley policies and procedures
related to Confidential Information and
would breach this Code, as well as your
obligations to your former employer,
and also might violate the law. You must
protect your past employer’s Confidential
Information just as Morgan Stanley
employees are obligated to protect our
Confidential Information. Similarly, if your
employment at Morgan Stanley ends, you
are prohibited from taking Confidential
Information with you or using or divulging
such information.
• Only access Confidential Information that you need and are
authorized to see in order to perform your responsibilities.
• Do not display, review or discuss Confidential Information in
public places, in the presence of third parties or where you may
be overheard.
• Do not transmit Confidential or Internal Use Information
outside of Morgan Stanley, including to your personal
email account.
• Do not store Confidential Information on unapproved file
storage services or recordable digital media devices, or
otherwise remove it from the Firm.
• Communicate Confidential Information only to Morgan Stanley
employees and authorized agents, such as attorneys or external
auditors, who have a legitimate business reason to know the
information.
You must comply with our policies that apply to the acceptance,
proper use and handling of Confidential Information, as well as any
written agreements with clients or other parties or between you and
Morgan Stanley relating to Confidential Information.
Your obligation to protect our Confidential Information continues
even after you leave Morgan Stanley. You must return all such
information in your possession upon your departure and, if requested,
execute an affidavit affirming your compliance with your obligations
relating to Confidential Information.
In addition, you must not bring to Morgan Stanley any Confidential
Information relating to your prior employment or employer unless
otherwise agreed to by Morgan Stanley and your prior employer.
For more information, refer to the Global Confidential and Material
Non-Public Information Policy.
CULTURE, VALUES AND CONDUCT 37
Confidential
Information (continued)
Reporting Information
Security Incidents
Privacy and
Data Protection
The Incident Response Team (iRespond) at
Morgan Stanley manages any event that may
result in Morgan Stanley, employee or client
information being lost, stolen or acquired
by an unauthorized party (for example, an
employee having access to information outside
of that employee’s job responsibility, the loss
of portable devices, misdirected email, fax or
paper communications). Immediately report
suspected or confirmed incidents involving such
information to the iRespond team by typing
iRespond in your browser.
Consistent with Morgan Stanley’s treatment of
Confidential Information, we are committed to
respecting and protecting Personally Identifiable
Information, or PII. As defined in the Firm’s
Information Sensitivity Classification, PII is any
data that relates to or specifically identifies
individuals, for example, clients or employees.
For more information, refer to the Global
Information Security Program Policy.
38 Morgan Stanley code of conduc t
You must take an active role in respecting and
protecting PII that is from or about Morgan Stanley
clients, business partners and employees. All
PII must be processed only in compliance with
Morgan Stanley’s privacy and data protection
policies (available on the LCD Portal - type lcd in
your browser).
Q.
I accidentally emailed a file to
a client and noticed afterward
that it also contained
information relating to
another client. The recipient
confirmed that he deleted the
email and attached spreadsheet.
Do I have to do anything else?
A.
Yes, you must immediately report the
incident to the iRespond team, by typing
iRespond in your browser, as the Firm may
have an obligation to make disclosures and
take other affirmative steps to protect the
clients involved.
Q.
I was given access to a folder
on a SharePoint site that
contains Confidential data on
transactions with customers
outside of my business area.
What should I do?
A.
You should immediately notify the
SharePoint site owner to remove your
permissions to the folder. You should also
report the incident to the iRespond team,
by typing iRespond in your browser.
LOCATION:
Dehradun, India
Photographer:
CULTURE, VALUES AND CONDUCT 39
Saurabh Arora, Administration
Material Non-Public Information
Prohibition on Trading on MNPI
Information Barriers
You must 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 (MNPI) related to those
instruments.
We have established policies and procedures known as
Information Barriers to prevent the misuse of MNPI and
to avoid both actual and apparent conflicts of interest.
Information Barriers are designed to separate Private
Side employees, who routinely receive MNPI in the
course of their employment, from Public Side employees,
who routinely work in the public securities markets.
MNPI, sometimes referred to as inside information, is a
form of Confidential Information and includes all non-public
information that may have a significant impact on the
price of a security or other financial instrument, or that
a reasonable investor would likely consider important in
making an investment decision. In certain circumstances, the
determination of whether non-public information is MNPI
may be complex. Consult with a member of LCD if you are
uncertain whether particular information is MNPI.
For more information, refer to the Global Confidential and
Material Non-Public Information Policy available on the
Information Barriers – Control Group InfoPage.
Location:
40 Morgan
StanleyMichigan
code of conduc t
Turnip
Rock,
Port Austin,
• Private Side employees include employees in
Investment Banking, Merchant Banking & Real Estate
Investing and Global Capital Markets.
• Public Side employees include employees in Research,
Sales, Trading, Wealth Management and Traditional
Asset Management.
Information Barriers, which are managed through the Firm’s
Control Group in LCD, allow Public Side employees to
continue to engage in transactions even when Private Side
employees possess MNPI about the related issuer or security.
Photographer:
Paul Johnson, Wealth Management
Private Side employees may not communicate MNPI to
Public Side employees other than in accordance with the
Control Group’s Wall Crossing Management website, the
Global Information Barrier and Wall Crossing Reference
Guide, the Global Confidential and Material Non-Public
Information Policy and business unit or regional policies.
These policies set forth the limited circumstances and
conditions under which Private Side employees may
communicate such information to Public Side employees
(known as a Wall Crossing).
These policies also include chaperoning or gatekeeping
procedures for communications between employees in
Research and employees in Investment Banking or Global
Capital Markets. Above-the-Wall employees are employees
such as members of the Firm Operating Committee or LCD
and certain other designated employees who do not require
a Wall Crossing to have access to Private Side information.
Nevertheless, Private Side employees should communicate
MNPI to Above-the-Wall or other Private Side employees
only on a need-to-know basis.
If you have questions about Information Barriers or your
status as a Private Side, Public Side or Above-the-Wall
employee, consult the Control Group’s Information Barrier
page or a member of LCD.
Restricted Lists
Morgan Stanley maintains Restricted Lists of issuers, which
are used to monitor Information Barriers and help ensure
that certain regulatory requirements are met. An issuer may
be added to a Restricted List for many reasons, including,
for example, if Morgan Stanley is a financial adviser in an
announced proposed merger or an announced underwriter
or placement agent of the issuer’s securities. Certain business
units also have special purpose Restricted Lists. Restricted
Lists may not be distributed outside Morgan Stanley.
If an issuer is on a Restricted List, principal and employee
trading and solicitation of client transactions in securities of
that issuer are generally limited or prohibited. In addition,
when an issuer is placed on a Restricted List, generally
Morgan Stanley’s research on the issuer’s securities may
not be distributed, republished or communicated to clients.
Consult the Control Group if you have questions, as the
type and extent of the prohibitions vary depending upon the
transaction and the nature of the Firm’s involvement.
Notifying the Control Group
Promptly notify the Control Group if you believe you
have received MNPI. Private Side employees have
additional obligations to notify the Control Group
of events during the course of a transaction, such
as the formal engagement of Morgan Stanley, the
announcement of a tender offer or the decision to
set a closing date.
Q.
As a result of a conversation I had with
my client, I may have obtained MNPI.
What should I do?
A.
If you believe you have information that may
be considered MNPI, you must not trade, or
advise others to trade, in the securities or
other financial instruments of the company or
companies involved. You should promptly inform
the Control Group, which will determine what
action to take with respect to such information.
Under no circumstances should you communicate
this information to anyone other than the
Control Group.
CULTURE, VALUES AND CONDUCT 41
Title
LOCATION:
Photographer:
42 Morgan Stanley code of conduc t
Budapest, Hungary
Daniel Papp, Company
Employee
Activities
CULTURE, VALUES AND CONDUCT 43
Outside Activities
A conflict of interest may arise if you engage in an outside activity
or investment that may be inconsistent with Morgan Stanley’s
business interests. Avoid situations that compromise your duties
to Morgan Stanley or may restrict Morgan Stanley’s activities.
Before engaging in any outside activity, including outside business
activities, private investments or directorships, defined below,
you are required to obtain approval using the Outside Business
Interests (OBI) System. Outside activities that in the judgment of
Morgan Stanley may pose a conflict with its business interests will
generally not be approved. For more information, see the Global
Outside Activities Policy on the Outside Activities InfoPage.
Outside Business Activities: Activities where
you are engaged in a non-Morgan Stanley
business, whether or not you receive
compensation, including:
• Being employed by, or acting as a consultant
for, another person or entity
• Receiving compensation from another person
or entity for business activities including, for
example, a family business
• Receiving fees for an external work product,
such as an article or speech
• Holding an elected or appointed political or
governmental position
44 Morgan Stanley code of conduc t
Private Investments: Passive and non-passive
investments held by you, your spouse or
domestic partner, such as investments in hedge
funds, real estate, limited partnerships and
privately held corporations.
Directorships: Acting as a director of a publicly
traded company or its affiliate (which is
generally not permitted) or as a director of a
private for-profit company, a not-for-profit civic
or charitable organization or a partnership.
Q.
My client is opening a restaurant and
needs to raise capital. He has set up a limited
partnership and asked if I would be interested
in becoming a passive investor. I would like
to help him out. May I make the investment?
A.
Employees are generally not permitted to invest in an
entity in which their client has a controlling interest.
Private investments, such as an investment in a hedge
fund, limited partnership, private placement or privately
held corporation, may be permitted with prior review and
approval by your supervisor and LCD where no potential
conflict of interest is present.
Q.
I previously disclosed to the Firm that
I am a board member of my college and
now I have been asked to join the school’s
investment committee. I’ve already been
approved to serve on the board and won’t
be paid for my additional duties – do I need
to do anything before accepting?
A.
Any material changes to your current OBIs should be
disclosed in the OBI System for approval. Investmentrelated activities, even if unpaid or charitable, require
preclearance, and registered persons in the U.S. may
need to disclose such activity on their Form U4.
Morgan Stanley also requires you to disclose any
outside activities that you carry out at the request of
the Firm. These could include: board memberships;
relationships with clearing houses, exchanges or
depositories; committee memberships with trade
bodies or associations; or any similar roles.
LOCATION:
Nagano, Japan
Photographer:
CULTURE, VALUES AND CONDUCT Masako Sato, Technology & Data
45
Employee Trading and Investing
Restrictions on Personal
Trading and Investing
Your personal trading and investing must not result in legal,
business or ethical conflicts or otherwise appear improper. Before
trading or investing, consider whether the potential transaction
raises a conflict of interest, or the appearance of a conflict of
interest, with Morgan Stanley or our clients.
You are prohibited from using information regarding a pending
transaction to take a favorable position for your own or someone
else’s account before that information is public, and you are also
prohibited from engaging in personal trades that mirror those that
a client or business unit has executed or is about to execute (for
example, piggybacking on client trades).
For more information, refer to the Employee Trading and
Investing InfoPage.
Location:
Photographer:
46 Morgan
Stanley code of
conduc
t
Alaska
Range,
Alaska
Mike
Rothfarb,
Wealth Management
Q.
My spouse works for another
financial services firm and
is required to hold our
brokerage accounts at her
firm. What should I do?
A.
You must disclose your outside
brokerage accounts in the OBI System.
Your designated manager and LCD
will determine whether to approve
an exception to hold your accounts
at your spouse’s firm. If approved,
duplicate brokerage statements and
confirmations must be sent to LCD and
your designated manager for review.
Employee Securities Accounts
An Employee Securities Account is an account that:
• Has brokerage capability (that is, can execute
transactions in securities) whether or not such capability
is utilized; and
• The employee has a financial interest in or the
power, directly or indirectly, to control or influence
investment decisions
Employee Securities Accounts include accounts of your
spouse, domestic partner or dependents and any other
persons for whom you, your spouse or domestic partner
contribute substantial financial support.
trade in Morgan Stanley securities only during designated
window periods, as published on Morgan Stanley Today,
and, assuming you are an Access Person, with your
manager’s approval. Holding periods for Morgan Stanley
securities may apply to you. Morgan Stanley securities
include all securities issued by Morgan Stanley, including
common stock, preferred stock and debt, but excluding
equity-linked or credit-linked notes. Employees may not,
under any circumstances, sell short Morgan Stanley
securities. Employees may write covered calls and
buy protective puts during a window period to hedge
an existing position in saleable (that is, unrestricted)
Morgan Stanley securities, unless the employee is an
Executive Officer.
Generally, you must maintain all Employee Securities
Accounts at Morgan Stanley (consistent with local law)
and in the region in which you are located. Exceptions
require the prior written approval of your designated
manager and LCD. To open a new, or maintain an existing,
outside account, request approval using the OBI System.
You will be asked periodically to verify that you have
accurately and completely disclosed any outside accounts.
You must follow the Global Employee Trading and
Investing Policy and any employee trading policies
applicable to your business unit or region that address,
among other things:
Transactions in Morgan Stanley Securities
• Holding periods for securities purchased
Restrictions apply to transactions in Morgan Stanley
securities. You may not trade in Morgan Stanley securities
while you are in possession of material non-public
information (MNPI) about Morgan Stanley. You may
• Restrictions on maintaining certain types of accounts or
Specific Restrictions
• Preapproval requirements for certain types of
investments
on certain types of trading or investing
For more information, refer to the Employee Trading and
Investing InfoPage.
CULTURE, VALUES AND CONDUCT 47
Personal Lending
and Borrowing
You may not solicit or accept discount prices, more
favorable loan terms, loan guarantees, investment
opportunities or any other similar treatment or
benefits that are offered to you because of your
status as a Morgan Stanley employee, unless
the same terms are offered to a broad group of
individuals in order to encourage sales of a product
or service to those individuals (for example,
an offer of discounted banking services to all
Morgan Stanley employees at the same geographic
location or to all tenants in an office building that is
occupied in part by Morgan Stanley). Do not accept
such benefits if the offer is, or appears to be, an
attempt to obtain favorable treatment in dealings
with Morgan Stanley.
48 Morgan Stanley code of conduc t
In addition, Morgan Stanley may not extend
credit to its directors, executive officers or
principal shareholders other than in certain
limited circumstances. Specifically, the Insider
Lending Policies for Morgan Stanley Bank, N.A.
and Morgan Stanley Private Bank, National
Association restrict our U.S. banking subsidiaries
from extending credit to insiders of the banks
and insiders of affiliates and to the related
interests of such persons. Contact the Bank
Compliance Group in LCD for more information.
Notification
You are required to promptly notify your direct supervisor and
a member of LCD if you are involved in, or become aware of,
any potentially reportable event.
Events you must promptly report to the Firm
include, for example, if you:
• Are arrested, charged, indicted or otherwise
become the subject of a criminal matter,
including if you enter a plea or are convicted
of or settle the matter (excluding minor traffic
violations)
• Become involved in any regulatory, self-
regulatory, or professional organization
inquiry, investigation or proceeding, including
being subject to a finding, fine, penalty,
administrative action or conviction by any of
these organizations
• Become involved in any civil litigation or
arbitration regarding Morgan Stanley or
you in your professional capacity either at
Morgan Stanley or elsewhere
• Become involved in any investigation into
allegations of misconduct or malpractice by
you in connection with any business activity
order or bankruptcy proceeding, or enter into
a compromise with creditors regarding the
payment of any debt
• Receive a subpoena, inquiry or request from a
governmental, regulatory, self-regulatory, or
administrative agency, or a claimant, plaintiff
or outside attorney, that involves or has the
potential to involve Morgan Stanley
• Plan to file a lawsuit or make any voluntary
regulatory filing in connection with a
Morgan Stanley-related matter or business
(excluding matters related to your employment
relationship with Morgan Stanley)
• Receive a complaint from a customer or
another third party in relation to the Firm’s
activities, whether made orally or in writing
You must also promptly notify your direct
supervisor and a member of LCD if an entity over
which you exercise control is subject to any of
the above.
• Become the subject of any judgment, debt
Do not take any action concerning the above matters or any
other matter you believe may be a reportable event without first
contacting your direct supervisor and a member of LCD. Refer to
the Registration and Licensing InfoPage for additional regional
policies and procedures that may apply to you. If you are a
registered person, you may have additional reporting obligations.
CULTURE, VALUES AND CONDUCT 49
Title
LOCATION:
Photographer:
50 Morgan Stanley code of conduc t
Hong Kong, HK
Sander Wang, Administration
Protecting
Our Interests
CULTURE, VALUES AND CONDUCT 51
Firm Property
Firm Systems and
Electronic Communications
Morgan Stanley systems are broadly defined as any
technology owned by or made accessible by the Firm,
including systems that facilitate verbal and electronic
messaging and communications, as well as systems that
facilitate information processing, transmission, storage
and access and remote access. You are permitted to use
Morgan Stanley’s systems only for Morgan Stanley business
and reasonable personal use. Only Internet sites and thirdparty systems listed as Firm-approved messaging systems
may be used to communicate about Morgan Stanley business.
When preparing electronic communications for internal
or external distribution, follow Morgan Stanley’s general
standards for communications with the public, and
ensure that the tone and content are consistent with our
standards of professionalism and integrity. All electronic
communications created and replied to should be carefully
reviewed to confirm the correct recipients have been
identified and that the communication is not being sent to a
wider audience than appropriate.
All information transmitted using Firm systems is the
property of Morgan Stanley. By accessing or using
Morgan Stanley systems, you consent to access to and
monitoring of your files or data, including Internet usage
records and email, by Morgan Stanley, subject to applicable
law. Morgan Stanley may monitor and review all written
and electronic communications that you send or receive at
work or while using our systems, including email, instant
messages, voicemail, third-party systems, envelopes,
packages or messages marked personal or confidential,
subject to applicable law. You should not use the Firm’s
systems for personal use if you do not wish your personal
use and communication to be monitored.
In addition, Morgan Stanley records telephone conversations
when required by law or regulation or under certain
circumstances where there is a demonstrable business need
52 Morgan Stanley code of conduc t
for such recording. For further guidance, refer to the
Global Voice Recording Policy. Morgan Stanley archives
electronic communications, regardless of whether they have
been deleted from your computer or wireless device, and
may disclose them, among other things, in regulatory and
litigation proceedings and internal investigations.
For more information, refer to the Global Internet and
Electronic Communication Usage Policy, Use of Electronic
Communications in the Workplace Compliance Notice,
Global Electronic Communications Supervision Policy and
Global Monitoring Notice on the LCD Portal and the Global
Information Security Program Policy on the Firmwide
PolicyPortal.
Intellectual Property
Morgan Stanley generally owns all rights to any intellectual
property created, updated or maintained by you during
the term of your employment, and you are required
to comply with our Responsibilities with Respect to
Intellectual Property guidelines. Your acknowledgment
of this Code is your acknowledgement of the Proprietary
Rights Supplement, the terms of which are contractually
enforceable between you and Morgan Stanley.
Q.
Why does Morgan Stanley restrict
access to social networking sites?
A.
Morgan Stanley provides access to websites only
where messaging and communication activities can
be supervised and retained in accordance with our
regulatory obligations. Morgan Stanley restricts
access to websites with messaging capabilities
unless they appear on the list of Firm-approved
messaging systems, for which appropriate
supporting technologies are in place. Your specific
business unit may have additional restrictions and
requirements.
Communications
with the Public
Disclosures to the Public
Communications with the Media
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 (including to our regulators), you must
ensure that the information is accurate and complete. In
particular, our senior financial and executive officers must
make accurate, complete, fair, timely and understandable
disclosure in our public communications, including
documents that we submit to our regulators.
Morgan Stanley’s reputation and brand are our most
valuable assets. We actively manage our communications
across all media platforms around the world and have a
legal responsibility to communicate effectively so that
the media and the public are provided with full and
accurate information in all material respects. To this end,
all communication with the media or public must be
truthful, accurate and complete.
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.
Internal Communications
Morgan Stanley is committed to keeping you informed
about matters affecting our business, such as
organizational changes, new policies and recommended
best practices. These communications are for internal
use only and are subject to the restrictions regarding
Confidential Information outlined in this Code and
our policies. Do not send internal documents outside
of Morgan Stanley unless you have received specific
permission from your supervisor or Firm management to
do so. If you have any questions about handling internal
communications, consult with your supervisor, a member
of LCD or Corporate Communications.
Unless specifically authorized, you may not respond to
media inquiries or initiate contact with the media without
first consulting and receiving approval from Corporate
Communications. This policy applies to statements in any
media or form, including newspapers, blogs, television,
radio, Internet and other electronic media, social media (for
example Twitter and Facebook), conferences where the
news media will be present, letters to the editor, by-lined
articles and comments about specific matters that relate to
the Firm’s businesses or overall trends in the marketplace.
Research analysts and certain other employees may also
be required to seek approval from their supervisor and a
member of LCD.
For more information, refer to the Global Media Policy
on the Firmwide PolicyPortal, as well as any applicable
business unit policies.
CULTURE, VALUES AND CONDUCT 53
Authority to Act
Authority to Act on Behalf of Morgan Stanley
You may not commit Morgan Stanley or any of its
subsidiaries or affiliates to any obligations unless you are
authorized to do so. Prior to signing any documentation
on behalf of Morgan Stanley, you should refer to the
Notice Regarding Signing Authority on Behalf of
Morgan Stanley and Its Subsidiaries and confirm that
you have authority, both legally and as a matter of
internal policy, to bind the Firm. Contact a member of the
Corporate Secretarial Department in LCD for assistance
regarding signing authority for specific Morgan Stanley
subsidiaries.
Location:
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Morgan
t Proto, Institutional Securities
Sabi54
Sands,
SouthStanley
Africa code of conduc
Audrey
You may not open or maintain a bank account on behalf
of Morgan Stanley or any of its subsidiaries unless you are
authorized by the Global Bank Services Group to do so.
Authority to Retain Outside Legal Counsel
Only LCD professionals and certain professionals in the
Tax Department and in business units in consultation
with LCD professionals, have the authority to engage
outside counsel directly. Follow the procedures in our
Outside Counsel Policy when retaining counsel on
Morgan Stanley’s behalf. For more information, please
see the Outside Counsel Relationships InfoPage.
Code of Conduct
Acknowledgment
You will be required to acknowledge that you have
read, understand and are in compliance with this Code
of Conduct and that you agree that, as a condition
of your employment, you will abide by this Code and
any related policies, as amended, and any additional
policies and procedures applicable to you. You further
acknowledge that you understand the laws and
regulations applicable to your job responsibilities,
including those pertaining to misuse of material nonpublic information.
CULTURE, VALUES AND CONDUCT 55
Category
Key Resources
LCD Portal – access to all LCD policies and procedures,
including InfoPages for quick access to information and
policies on core topics (type lcd in your browser):
• Conflicts of Interest InfoPage
• Employee Trading and Investing InfoPage
• Franchise Risk InfoPage
• Gifts and Entertainment InfoPage
• Global Financial Crimes InfoPage
Country Supplements to the Code –
available on the Code of Conduct InfoPage
Firmwide PolicyPortal –
access to Firmwide policies and procedures (type
policyportal in your browser)
Technology and Information Risk portal –
access to policies and resources for protecting our
information and systems
̈̈ Anti-Corruption InfoPage
HR Policies webpage – access to HR policies
̈̈ Anti-Money Laundering InfoPage
Institute for Sustainable Investing portal –
information on Morgan Stanley’s commitment
to advancing environmental sustainability and
social responsibility
̈̈ Antiboycott InfoPage
̈̈ Economic Sanctions – OFAC InfoPage
̈̈ Political Contributions InfoPage
• Global Regulatory Relations InfoPage
• Information Barriers – Control Group InfoPage
• Information Lifecycle Management InfoPage
• Outside Activities InfoPage
• Registration and Licensing InfoPage
Disclosure
© 2013
2015 Morgan
Morgan Stanley
Stanley
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