Sharing Non-Public Client Information among Morgan Stanley Group Companies in Japan

As from June 1, 2009, amendments to the so-called firewall regulations came into effect in Japan. The amendments allow non-public client information to be exchanged and shared among affiliated companies where the client has been reasonably granted the opportunity to decline such information sharing. In this context, Morgan Stanley MUFG Securities Co., Ltd. (“MSMS”) and its affiliated companies in Japan (excluding Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“MUMSS”)) (collectively, “MS Japan Group Companies” and each, an “MS Japan Group Company”) may exchange and share non-public information about you among MS Japan Group Companies after MSMS notifies you in accordance with Paragraph 2, Article 153 of the Cabinet Office Ordinance regarding Financial Instruments Trading Business (“Business Ordinance”) under the Financial Instruments and Exchange Law (“FIEL”). If you have received a letter from MSMS regarding the sharing of non-public information about you among MS Japan Group Companies and would like us not to exchange and share such information among MS Japan Group Companies, please contact us at the contact point described below.

Note: This notice applies to clients of our Global Capital Markets, Fixed Income Division or Consolidated Equities Division who have received a letter regarding the sharing of non-public information about them between MSMS and MS Japan Group Companies. If you have received a letter titled “Notice Regarding Sharing of Information (Explanation of the “Opt-out Method” under the FIEL)” from Morgan Stanley MUFG Securities Co., Ltd. (or MSMS) and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (or MUMSS) in their joint names, please see Sharing Non-Public Client Information with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., etc. for further details.

1. Scope of non-public information shared among MS Japan Group Companies

The scope will include non-public information about you that we have obtained until now (such as details of past transactions, expected transactions and their timing and other information included in the definition of “non-public information” as prescribed in Paragraph 4 (xii) in Article 1 of the Business Ordinance; hereinafter “Non-Public Information”) and Non-Public Information about you that we will obtain in the future. We will, however, comply with the terms and conditions of any specific confidentiality agreement which we have entered into with you.

2. Scope of MS Japan Group Companies within which Non-Public Information is shared

MS Japan Group Companies consist of MSMS’s current and future Parent Companies, etc. (as defined in Paragraph 3, Article 31-4 of the FIEL) and Subsidiary Companies, etc. (as defined in Paragraph 4, Article 31-4 of the FIEL), excluding MUMSS. Currently, MS Japan Group Companies include MSMS, Morgan Stanley Japan Holdings Co., Ltd., Morgan Stanley Capital, K.K., and Morgan Stanley Investment Management (Japan) Co., Ltd., etc. We will, however, comply with the terms and conditions of any specific confidentiality agreement which we have entered into with you.

3. Ways of sharing Non-Public Information

We may share Non-Public Information about you among MS Japan Group Companies verbally, in writing, by email, by giving access to systems/databases or by any other means.

4. Measures with which we will handle Non-Public Information

When sharing Non-Public Information about you, MS Japan Group Companies will take appropriate measures to prevent Non-Public Information from being wrongly accessed or misused, by having sufficient controls over access rights or by other means.

5. Purposes for the use of shared Non-Public Information

MS Japan Group Companies may use Non-Public Information for the following purposes:

  • To conduct transactions on securities and other financial instruments (including, without limitation, sale and purchase transactions or acting as an intermediary, broker, or agent for such transactions; handling of public offerings or private placements; underwriting and securitization; and creating and arranging structured finance transactions), other financial instruments transaction business, providing financial-related services or soliciting those;
  • To review transactions on financial instruments, financial-related services or solicitation thereof by other affiliated companies from an appropriateness viewpoint (e.g., suitability or conflict of interests);
  • To verify the identity of a client or its agent on behalf of other affiliated companies which offer financial products, effect transactions, or provide financial-related services;
  • D) To conduct adequate risk control/management on a group-wide basis in terms of credit risk or any other relevant risks of the existing or new transactions/services of MS Japan Group Companies;
  • To report to or advise clients regarding the details of transactions of or services by MS Japan Group Companies or account balances of the client;
  • To provide clients with research reports on securities and economic and market conditions, etc.;
  • To conduct sales/business promotion (including client development) or other marketing activities;
  • To research, develop, propose or provide information regarding various products and services provided by MS Japan Group Companies;
  • To review or make business plans and strategies, etc.;
  • Any other purposes to facilitate the smooth and effective execution of transactions with clients and/or services rendered to clients; or
  • Any purposes incidental or related to the above.

6. Information control management where MS Group Companies cease sharing of Non-Public Information

If you request us to refrain from sharing your Non-Public Information, MS Japan Group Companies will not provide any other MS Japan Group Company with Non-Public Information about you obtained thereafter. However, even after your request was made, MS Japan Group Companies may, subject to adequate information control management and for the purpose of solicitation or otherwise, continue to use Non-Public Information about you that they have already received. Where our employee is dually employed by another MS Japan Group Company to work for divisions in which Non-Public Information on clients is used, we will decide in advance which company’s Non-Public Information on clients may be accessed by such employee and will not allow such employee to access the other MS Japan Group Company’s Non-Public Information on clients. This will not apply to those employees who are permitted to receive Non-Public Information on a client of any MS Japan Group Company under the firewall regulations.

7. Scope of clients to which this notice applies

If you have or will have given a written consent to the sharing of Non-Public Information about you among MS Japan Group Companies, this notice will not apply to you.

This notice applies to clients of our Global Capital Markets, Fixed Income Division or Consolidated Equities Division who have received a letter from MSMS regarding the sharing of Non-Public Information about them. If you would like to confirm whether we have sent you such letter, please contact us at the contact point described below.

If you have received a letter titled “Notice Regarding Sharing of Information (Explanation of the “Opt-out Method” under the FIEL)” from Morgan Stanley MUFG Securities Co., Ltd. (or MSMS) and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (or MUMSS) in their joint names, please see Sharing Non-Public Client Information with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., etc.

8. If you would like Non-Public Information about you not to be exchanged or shared among MS Japan Group Companies, please contact the unit in MSMS described below. Alternatively, you can contact your Morgan Stanley representative. Upon receiving your request, we will cease providing your Non-Public Information to any other MS Japan Group Company.

Legal and Compliance Division
Morgan Stanley MUFG Securities Co., Ltd.
Otemachi Financial City South Tower
1-9-7 Otemachi, Chiyoda-ku, Tokyo 100-8104
Tel: 03-6836-5000 (switchboard)
Hours: 9:30 a.m. – 5:00 p.m. (Monday to Friday except for public holidays)