Code of Conduct 2024

Morgan designs its operations to ensure that our employees, facilities, products and services will be used only for legitimate purposes. Even unintentional non-compliance with applicable anti-money laundering (AML) and terrorist finance laws, rules and regulations could result in civil and criminal penalties against you and Morgan. Therefore, you must:

• know and comply with the AML requirements in the Global Anti-Money Laundering Policy and Compliance Program and all related policies and procedures
• not engage in conduct that is designed to, or does evade or avoid, the Firm’s financial crime compliance controls
• know your clients and obtain all client identification information required by laws, regulations and our policies, including Morgan’s Global Know Your Customer Standards and the related standards specific to your country
• be alert to and promptly report any red flags related to current or prospective clients, such as adverse information in the public domain, that you identify during onboarding or throughout the client relationship to the applicable team listed on the Global Financial Crimes Information Lines, which could be relevant to the management of risks related to financial crimes
• be alert to and promptly report any unusual or potentially suspicious activity (including activity that has already occurred or was attempted) that could involve money laundering or terrorist financing, could be designed to evade reporting requirements, has no apparent business or lawful purpose or is not the type of transaction in which a client normally would be expected to engage, including activity involving a client’s source of funds. To report potentially suspicious activity, inform the applicable team listed on the Global Financial Crimes Information Lines page or contact the Integrity Hotline.

Consult the AML InfoPage for additional information.

Economic sanctions, laws, regulations and programs administered by the United States (including by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC)), as well as similar sanctions programs imposed by other governments, such as His Majesty’s Treasury of the United Kingdom and supra-governmental organizations, such as the United Nations Security Council and the Council of the European Union, prohibit you from engaging in or facilitating, directly or indirectly:

• any unauthorized transactions or dealings with any “blocked,” "frozen," or otherwise sanctioned government, entity, security or individual
• any unauthorized financial transactions involving, or provision of financial services to, any embargoed country, territory or region
• any transaction or activity that is designed to, or does, evade or avoid applicable sanctions or the Firm’s sanctions compliance controls

For additional detail, refer to the Global Economic Sanctions Policy and the Economic Sanctions InfoPage.

Morgan is committed to complying with U.S. Antiboycott laws that prohibit U.S. entities from participating in or otherwise furthering economic boycotts or embargoes imposed by certain other nations that are not condoned by the U.S. government. If you are requested or instructed to participate in or support such a boycott, or to supply information about the Firm’s compliance with one, you must promptly contact LCD. See the Global Antiboycott Policy and the Antiboycott InfoPage for further information.

Morgan Stanley prohibits all forms of bribery and corruption. You must not:

• offer, promise, give or authorize others to offer, promise or give anything of value, either directly or indirectly, to any party in order to gain an unfair or improper business advantage
• receive, or agree to receive, anything of value that may improperly influence your duties as a Morgan employee

There are heightened risks when interacting with a Government Official, such as an officer, employee or representative 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 (even if the company is publicly listed)
• political parties and political candidates
• monarchies and royal families

For additional guidance, refer to the Firm’s Government Entity Repository or contact a member of the Anti-Corruption Group.

Certain activities also present heightened corruption risks, including engaging outside Business Partners (as defined in the Global Anti-Corruption Policy), hiring candidates who are referred by or related to clients or Government Officials, providing gifts, entertainment or charitable contributions involving Government Officials, and engaging in transactions and investments involving clients or counterparties who are Government Officials or Government Entities, who are active in high corruption risk jurisdictions or industries, or who are subject to credible allegations of corruption or other serious misconduct. Review and follow our policies and procedures on engaging third parties who will act on behalf of Morgan, referring candidates for employment, pre-clearance for gifts, entertainment or charitable contributions involving Government Officials, and conducting risk-based due diligence for transactions and investments.

Familiarize yourself with the Global Anti-Corruption Policy, policy supplements applicable to your country and additional requirements applicable to your region and business unit. Consult the Anti-Corruption InfoPage for additional information.

Morgan is subject to certain laws that prohibit facilitating the criminal evasion of tax obligations. Violating these laws may lead to a range of potential penalties, including prosecution and significant fines. The Firm may also be liable if external parties, providing services for or on its behalf, facilitate tax evasion. Therefore,

• never engage in any activity that you know or suspect will facilitate tax evasion by any party
• familiarize yourself with the Global Anti-Tax Evasion Policy
• be alert to, and promptly report, any concerns to LCD

Engaging external Tax Associated Persons—an individual or entity acting on the Firm’s behalf and who is in a position to facilitate another party’s tax evasion—may present heightened risks. Follow our policies and procedures for Tax Associated Person pre-clearance, due diligence and supervision.

Consult the Anti-Tax Evasion InfoPage for additional information.

U.S. federal, state and municipal pay-to-play laws restrict personal political contributions by employees of financial services companies. Before contributing to, or soliciting on behalf of, a U.S. federal, state or local political candidate, official, political party, political action committee or ballot measure committee, you must obtain approval through the Political Contribution Tracking System. In certain jurisdictions, contributions by your spouse or other family members also require preclearance.

Morgan does not make corporate contributions in the U.S. at the federal, state or local level even when permitted to do so by applicable law. Using Firm resources for any political event or political contribution is highly restricted and requires prior approval from LCD and the Government Relations Department.

You are responsible for confirming that your personal political activity is lawful. Never make a political contribution with the intent to influence the award or retention of any Morgan business. Additional information is available through the Political Contributions InfoPage and the Policy on U.S. Political Contributions and Activities.

The Firm is subject to regulatory obligations that require the retention and supervision of business-related communications. Only Firm-Approved Messaging Systems may be used for written electronic business communications (see Firm Approved Messaging Systems (FAMS) List for more information). This includes all communications relating to your activities as an employee of Morgan, including logistical ones. You may not use personal email, personal SMS/text messages, personal accounts on social networking applications or any other non-approved systems or applications for business communications. You may not create, disseminate or store any Firm information outside of Firm-approved applications.

If the Firm has reason to believe that you have not complied with these requirements, the Firm may request access to inspect and conduct a reasonable search of your device and installed applications for Firm Information, subject to applicable law. Your failure to cooperate in the investigation may result in discipline, up to and including the termination of your employment with the Firm. For more information, see the Global Internet and Electronic Communication Usage and Supervision Policy , Use of Electronic Communications in the Workplace Compliance Notice , Global Monitoring Notice and the Global Cyber and Information Security Program Policy.

Morgan records voice communications when required by law or when there is a demonstrable business need. If your calls are required to be recorded due to a regulatory obligation, you must join any such call, including a video conference, from your recorded line. For more information, see the Global Voice Recording Policy .

We are required to maintain accurate and complete 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. You must be accurate, complete and truthful in your creation and maintenance of Morgan’s books and records, and you must comply with all applicable policies and procedures.

Morgan has established policies and procedures to comply with applicable record retention requirements and to promptly retrieve documents in response to legal and regulatory obligations. You should be familiar with, and follow, any record-keeping policies that apply to your business unit. For more information, refer to the Global Information Management Policy and the Information Management InfoPage.

Many jurisdictions require individuals who perform certain activities in the financial services industry to be licensed, to make individual disclosures and to satisfy training and other requirements. You are responsible for making sure that you and any employees you supervise are properly registered, licensed and qualified.

Before you offer products to, visit or otherwise solicit business from a client outside of your home jurisdiction, make sure that both you and Morgan have the necessary licenses or registrations to conduct business in the client’s location and that you understand the laws, regulations and policies applicable to your activities there, including the legal entity with respect to which you are transacting business. Additional information on licensing and training requirements can be found on the Local and Cross-Border Registration and Licensing InfoPage.

U.S. federal banking law imposes limitations and reporting obligations regarding certain Firm investments and activities. In particular, you must contact a member of LCD before making certain investments or trades on behalf of the Firm, such as acquiring significant positions in the securities of U.S. banks, non-U.S. banks or non-bank financial companies, making strategic investments or acquisitions, making investments through Morgan’s private investment funds or engaging in certain commodities- or real estate-related activities. Consult the Global Permissible Investments and Activities Policy to learn how the Firm complies with these obligations.

During litigation, internal investigations, or government, regulatory or administrative inquiries, reviews or examinations involving Morgan, the Firm may ask you to provide information (including documents, statements or testimony) or to meet with members of LCD, our outside counsel, auditors or other parties. You must be open and cooperative and provide truthful, accurate and complete information in connection with any such request. Your failure to cooperate in these circumstances may result in discipline up to and including the termination of your employment and the cancellation of previously awarded deferred compensation, if applicable.

Rules for Communicating on Behalf of the Firm: Morgan maintains open, cooperative and constructive relationships with our regulators, including communicating to them significant corporate or other Firm developments and actions, as appropriate. The Firm’s communications with regulators must be coordinated, accurate, complete and timely. Therefore, you should not contact legal, regulatory or government authorities on Morgan’s behalf, provide comments on Morgan’s behalf or respond to authorities on a matter requiring a response from Morgan without coordinating with LCD, the Global Regulatory Relations Group or the Government Relations Department, as appropriate. In particular:

• forward to LCD any subpoenas, enforcement-related or other inquiries from regulators and government authorities, litigation matters, other legal documents and inquiries from outside counsel
• notify the Global Regulatory Relations Group of any substantive interactions or communications with the Firm’s regulators regarding their supervisory activities, including notices of reviews, inquiries, examinations and continuous assessment requests; see also Confidential Supervisory Information, below
• obtain approval from the Government Relations Department before contacting any government or legislative official on Morgan’s behalf on any matter related to our business or the laws or regulations that impact the Firm

Potential Litigation and Legal Holds: You must promptly notify LCD if you become aware of any potential litigation or regulatory proceeding involving you in your professional capacity or Morgan. 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. You must comply with any notices from LCD directing you to preserve information, documents or materials, including those that may reside on any personal phone, tablet, computer, or other device—such as email, text/SMS, and messaging applications. This preservation obligation extends to applications you have used that have not been approved by the Firm for business use, including communications on devices outside of Morgan platforms, in violation of Firm policy.

Communications Protected by Law: While the Code sets forth requirements for communicating with legal, regulatory or government authorities on Morgan’s behalf, nothing in this Code restricts you from:

• initiating communications directly with, cooperating with, providing information to or otherwise assisting in an investigation by any governmental or regulatory body or official or self-regulatory organization (SRO) regarding a possible violation of any applicable law, rule or regulation
• responding to any inquiry from any such governmental or regulatory body or official or SRO that is directed to you personally, does not seek a response on behalf of Morgan and is unrelated to any Morgan business
• testifying, participating or otherwise assisting in any regulatory or governmental action or proceeding relating to a possible violation of a law, rule or regulation
• making any other disclosures that are protected by any applicable law or regulation

You do not have to notify Morgan of or obtain Morgan’s prior authorization to engage in any such communications described above.

Gifts and entertainment can foster goodwill in business relationships, but they must be permissible under applicable laws, rules, regulations and Firm policy, and they should not create an inappropriate obligation, expectation or inducement or be so frequent or lavish as to appear improper. Gifts between employees must not compromise, or appear to compromise, the propriety of relationships or create an actual or potential conflict of interest. For additional rules governing giving gifts, entertaining or providing other things of value to Government Officials, see the Anti-Corruption and Political Contributions and Activities sections above.

Business entertainment should provide an opportunity for substantial interaction and enhance our overall relationship with clients. Therefore, when hosting 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 considered a gift subject to the gift value limitations.

Gifts and entertainment may be subject to pre-clearance requirements. You can find applicable policies and monetary limits through the Gifts and Entertainment InfoPage.

Charitable contributions cannot be given in exchange for any benefit to the Firm or a client. Any charitable contribution by Morgan on behalf of or at the request of a client must be pre-cleared in accordance with the Global Gifts, Entertainment and Charitable Giving Policy and must comply with any applicable policies for your business unit or region.

You are responsible for reviewing your expenses to ensure that they comply with Firm policies, are accurately reported, make appropriate business sense and are properly approved and processed. You cannot approve your own expenses. Any false or fraudulent expense submission is grounds for disciplinary action including termination of employment.

Confidential information is information that you create, develop, receive, use, learn or have access to by virtue of your employment at Morgan, that is not generally known to the public, may be price sensitive, and that is sufficiently sensitive that loss or unauthorized disclosure or access could result in legal, business, regulatory or reputational harm to Morgan or our clients.

Examples of confidential information include the identity of our clients, Firm and client trading activities and securities holdings, acquisition, divestiture and tender offer plans, supervisory activities of the Firm’s regulators and Personally Identifiable Information relating to clients and employees.

You must protect all confidential information, regardless of its form or format, and you must use due care in the handling of such information and follow all applicable Firm policies with respect to its treatment. The mishandling of such information can lead to significant reputational, regulatory, civil, and criminal liability for you and the Firm. In particular, you must only access confidential information that you need and are authorized to see. You must not share confidential information with internal or external parties, except as permitted by law and Firm policy and where there is a legitimate business reason to do so. You must take reasonable measures to prevent unauthorized persons from obtaining confidential information you possess. Disclosing confidential information to a third party, trading, encouraging others to trade or recommending securities or related financial instruments while in the possession of confidential information related to those securities or instruments may breach insider trading and other applicable criminal and civil law, regulation or Firm policy.

Material Non-Public Information (MNPI) is a subset of confidential information and includes all relevant non-public information that a reasonable investor would likely consider important in making an investment decision. If you become aware of confidential information that may constitute MNPI, you or a designated member of your team must notify the Control Group. You also must update the Control Group of any significant developments related to the situation or transaction so that the Control Group may determine what restrictions are required and when an issuer can be removed from the relevant Restricted List or the Watch List. Examples of significant developments include Morgan’s engagement, the specific structure of the transaction and the transaction’s expected announcement date. If in doubt about whether you are in possession of MNPI or your responsibilities in handling MNPI, please contact the Control Group or a member of LCD.

Obligations relating to protecting confidential information extend to third party suppliers with which you contract where, as part of a service delivered to Morgan, confidential information is transmitted, stored, hosted, processed or otherwise accessed outside the Firm’s environment. Never forward confidential information to your personal email account or otherwise use non-Firm-approved messaging systems, including but not limited to personal email, personal SMS/text messages and personal accounts on social networking applications and websites, for business communications.

Your obligation to protect confidential information continues even after your employment at Morgan ends.

In addition, you must not bring to Morgan any confidential information relating to your prior employment or employer unless otherwise agreed to by Morgan and your prior employer. You also must disclose to Morgan and abide by any post-employment restrictions resulting from your prior employment that could affect your work here. For more information, refer to the Global Confidential and Material Non-Public Information Policy and the Global Information Security Handling Controls Procedures.

Your personal trading and investing must not result in legal, business or ethical conflicts with Morgan or our clients, or otherwise appear improper. In particular, you must not:

• use non-public information regarding a pending transaction to take a favorable position for your own or someone else’s account
• engage in personal trades that mirror those that a client or business unit has executed or is about to execute

You, your spouse/domestic partner and financial dependents must follow the Global Employee Trading, Investing and Outside Business Activities Policy and any applicable employee trading policies for your business unit or region. (Applicable Wealth Management employees must follow the WM Employee Trading Policy and the WM Private Investments Policy.) These policies address, among other things, preclearance requirements and restrictions on trading certain types of securities or other financial instruments, engaging in certain types of strategies and maintaining certain types of accounts.

Additional restrictions apply to transactions in Morgan securities:

• you may only trade during designated window periods, and, if you are an Access Person, only with your designated manager’s approval received through the TPC system. This limitation does not apply to equity and credit-linked notes, but it does apply to transactions in the Morgan Stock Fund in your 401(k) account
• you may not, under any circumstances, sell short Morgan securities
• unless you are an Operating Committee member or the Firm’s Principal Accounting Officer, you may write covered calls and buy protective puts during a window period but only to hedge an existing position in saleable (that is, unrestricted) Morgan securities

Generally, you must maintain all personal securities accounts at Morgan (consistent with local law) and in the region in which you are located. You also must obtain approval through the OBI System before opening any outside securities accounts. An account is treated as a personal securities account if:

• the account belongs to you, your spouse/domestic partner, dependents or other persons for whom you or your spouse/domestic partner provide substantial support;
• it has brokerage capability whether or not such capability is utilized; and
• you have a financial interest in it or the power, directly or indirectly, to control or influence investment decisions.

For more information, visit the Employee Trading and Investing InfoPage.