Policies on Client-Oriented Business Conduct

Morgan Stanley Capital K.K. (hereinafter referred to as “Morgan Stanley”) has established policies for client-oriented business conduct as set out below.

We will provide periodic disclosures regarding the status of our compliance with such policies. Also, we will review the policies on a periodic basis and make a constant effort to provide our services in a client-oriented manner.

1. Our Policy on Putting the Clients First

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 directors, officers and employees, we have a shared responsibility to maintain the highest standards of ethical behavior in our dealings with our clients and communities.

  1. Putting Clients First
    • Always keep the client’s interests first.
    • Work with colleagues to deliver the best of the Firm to every client.
    • Listen to what the client is saying and needs.
  2. Doing the Right Thing
    • Act with integrity.
    • Think like an owner to create long-term shareholder value.
    • Value and reward honesty, collegiality and character.
  3. Leading with Exceptional Ideas
    • Win by breaking new ground.
    • Let the facts and different points of view broaden your perspective.
    • Be vigilant about what we can do better.
  4. 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.

Please refer to our Code of Conduct available on Morgan Stanley website for greater detail.

2. Our Policy on Proper Management of Conflict of Interest

Our core value of Putting Clients First requires us to place our clients’ interests first and manage conflicts appropriately between their interests and ours. Therefore, as set forth in our global policy, officers and employees must be sensitive to whether the actions they take could create an actual or potential conflict of interest, or even the appearance of a conflict of interest.

Conflicts of interest can arise in a number of circumstances, including between Morgan Stanley and one or more clients or between two or more clients. If we become aware of an actual or potential conflict of interest, we must act in accordance with regulatory requirements and our policies and procedures. Under our policies and procedures, we are required to identify, and where appropriate, address, disclose and/or restrict, business conduct and practices that may pose an actual or potential conflict involving the interests of Morgan Stanley, its clients and/or its officers and employees.

Please refer to our Code of Conduct available on Morgan Stanley website for greater detail.

3. Our Policy on Clarification of Pricing and Applicable Fees for the Contracts for Financial Instruments Transactions or Services

We will seek to determine the terms and conditions of the contracts for financial instruments transactions or services we offer to our clients in a fair manner in compliance with the applicable laws and regulations on pricing for the contracts and services.

We will provide an appropriate explanation with respect to the fees for the contracts for financial instrument transactions or services when we deliver information regarding such contracts or services in compliance with the applicable laws and regulations.

4. Our Policy on Providing Important Information in an Understandable Manner

When we provide important information regarding contracts for financial instrument transactions or services to our clients, we will endeavor to provide such information regarding each contracts or services in a manner easily understandable by our clients.

5. Our Policy on Providing Suitable Service for Clients

We will strive to offer financial products and services suitable to our clients in an appropriate manner.

Please refer to our Solicitation Policy (Japanese only) available on Morgan Stanley website for greater detail.

6. Our Policy on Proper Training and Incentives for Employees

We strive to adhere to the highest standards of ethical conduct. Our commitment to ethical conduct means that we abide by the letter and the spirit of applicable laws and regulations. These principles are hallmarks of Morgan Stanley’s culture and reflect our pledge to Do the Right Thing and Put Clients First.

In order to promote the compliance with our policies and procedures, we deliver mandatory training to all the employees on a regular basis to raise their awareness and remind them to act in the best interest of the clients.

A breach of Morgan Stanley’s four core values and above mentioned policies including the Code of Conduct may result in disciplinary action. Also, we regularly review our incentive compensation programs. We have implemented an employee performance evaluation and compensation determination processes designed to ensure that each employee’s compliance with the four core values and the policies will be reviewed and considered during those processes.