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Article 1 Purpose

These Nikko Asset Management Group Conflict of Interest Control Regulations (these “Regulations”) stipulate basic matters for conflict of interest control in order to prevent the Nikko Asset Management Group (defined in Article 2) from unduly prejudicing the interests of customers in the conduct of its financial instruments business.

Article 2 Scope of Application

These Regulations shall apply to Nikko Asset Management Co., Ltd. (“Nikko AM”) and the Nikko AM subsidiaries stipulated in the Appendix of the Regulation Management Regulations (collectively the “Nikko AM Group” and individually “Nikko AM Group Company” or “Nikko AM Group Companies”).

Article 3 Definitions

“Transactions and other such conduct with possible conflicts of interests” in these Regulations shall be defined as transactions or conduct engaged in by the Nikko AM Group in which the interests of customers of the Nikko AM Group in the conduct of its financial instruments business could be unduly prejudiced, such as transactions involving business contracts between the Nikko AM Group and any of the companies stipulated in Appendix (“Group Companies”) or securities issued by Group Companies, and shall include the following cases.

  1. Cases where the interests of customers are in conflict with those of Group Companies or other customers
  2. Cases where customers are in competition with Group Companies or other customers
  3. Cases where Group Companies use information they have obtained through their relationships with customers to further the interests of Group Companies or other customers

2. “Customers” in these Regulations shall be defined as listed below.

  1. The beneficiaries of investment trusts managed by Nikko AM Group Companies
  2. The clients of discretionary investment management agreements
  3. The clients of investment advisory agreements

3. “Department overseeing conflict of interest control” in these Regulations shall be the Business & Regulatory Compliance Department, and shall be defined as the department that oversees conflict of interest control at the Nikko AM Group.

4. “Department engaged in conflict of interest control” in these Regulations shall be defined as the department in charge of conflict of interest control at each Nikko AM Group Company.

Article 4 Basic Policy on Conflict of Interest Control

Nikko AM Group Companies must take the measures necessary to ensure that transactions with possible conflicts of interests among the transactions and conduct in which they engage do not unduly prejudice the interests of customers.

2. Nikko AM Group Companies must, when taking the above-mentioned measures, identify whether transactions are controlled transactions in light of the transaction types stipulated in Article 5.

3. When controlled transactions are identified, the conflict of interest control method shall be decided in advance. Conflict of interest control methods shall be selected from those stipulated in Article 6 or shall be a combination of said methods.

4. When controlled transactions are entered into, efforts shall be made to prevent harmful effects from conflicts of interests with the use of a conflict of interest control method decided in advance.

5. If it is envisaged that a new transaction or other such conduct with possible conflicts of interests is to be engaged in, the transaction must be identified in advance as a controlled transaction and a conflict of interest control method must be stipulated before the transaction.

6. Departments entering into controlled transactions (the “Relevant Departments”) are allowed of their own accord to ask for instructions from the department engaged in conflict of interest control or enquire of the department concerning an instruction, according to circumstances, in addition to complying with instructions from the department engaged in conflict of interest control.

7. If an incident that may unduly prejudice the interests of customers occurs, the Relevant Departments must immediately report the matter to the department engaged in conflict of interest control and follow said department’s instructions. The department engaged in conflict of interest control shall then report to the relevant company’s board of directors or the Compliance Oversight Committee (GEC Committee), take corrective measures, and report to the department overseeing conflict of interest control.

8. The department overseeing conflict of interest control shall make periodic reports to the Compliance Oversight Committee (GEC Committee) and the Compliance Department of Sumitomo Mitsui Trust Holdings, Inc.

9. Nikko AM Group Companies shall, as necessary, formulate their own Conflict of Interest Control Regulations (“Local Regulations”) that set forth basic provisions on controlling conflicts of interests pursuant to the laws, regulations and rules each of them must comply with as well as these Regulations.

Article 5 Transaction Types

Transactions and other such conduct with possible conflicts of interests are managed in accordance with the below transaction types.

  1. Typical conflicts of interests
    Transactions or conduct that have possible conflicts of interests and are deemed by laws and regulations as applicable to separate rules of conduct, prohibited activities or damage prevention measures.
  2. Offering of products created within group
    Sale or recommendation by Group Companies of products or services provided by other Group Companies or products or services developed using assets of other Group Companies
  3. Exercising of influence
    Investment management, engagement or exercising of voting rights by investment management departments in Group Companies that handle the assets of customers in regard to the stocks of companies that have business relationships with the institutional sales departments of said Group Companies or other Group Companies.
  4. Other
    Other transactions similar to those set forth in any of the preceding paragraphs that need to be subject to control.

Article 6 Method of Conflict of Interest Control

Controlled transactions are controlled in accordance with the characteristics of the relevant transaction or the level of conflict of interest by selecting or combining any of the following methods.

  1. Segregation of divisions (seclusion of information)
  2. Change of transaction terms or methods
  3. Termination of the transaction
  4. Disclosure of information to a customer (and obtaining of customer’s consent, as the case may be)
  5. Procurement of fair transaction terms
  6. Control by monitoring the persons sharing certain information
  7. Other measures

Article 7 Classification of these Regulations

These Regulations are classified as Administrative Regulations and Global Regulations.

Article 8 Establishment, Amendment and Abolishment of Global Regulations and Appendices These Regulations shall be in force as regulations, etc. of Nikko AM and as guidelines for the subsidiaries covered by these Regulations based on a resolution by the Compliance Oversight Committee (GEC Committee) approving their establishment, revision or abolishment. Subsidiaries covered by these Regulations must bring them into force as their internal regulations by obtaining a resolution by their board of directors or a body authorized to do so by their board of directors.

2. Any of the revisions to these Regulations set forth in the following items may be made with approval from the Head of the Business & Regulatory Compliance Department.

  1. If the name or article number of a law or similar rule mentioned in these Regulations needs to be added, changed or deleted due to the establishment, revision or abolishment of a law or similar rule;
  2. If the name of a company or other such entity mentioned in these Regulations needs to be added, changed, or deleted due to a change such as an establishment, amalgamation, liquidation, or trade name change;
  3. If the name of a division, department, office (shitsu), position name or other such element of Nikko AM mentioned in these Regulations needs to be added, changed or deleted due to an organizational establishment, change or closure; or
  4. If a minor wording amendment is required.

Article 9 Establishment, Amendment and Abolishment of Global Regulations

The establishment, amendment or abolishment of the Local Regulations of Nikko AM Group Companies shall be based on the approval of the board of directors of each Nikko AM Group Company, or bodies authorized to provide such approval by said boards of directors with the preapproval of the Compliance Oversight Committee (GEC Committee).

Article 10 Management

Nikko AM’s Business & Regulatory Compliance Department shall be responsible for these Regulations.

(Established)
July 26, 2018 (Enforced: July 26, 2018)
(Revised)
November 16, 2018
January 22, 2019 March 2, 2020
June 18, 2020
(Resoluted)
October 20, 2020(Enforced: February 3, 2021)
(Revised)
September 30, 2021
(Resoluted)
November 26, 2021(Enforced: November 26, 2021)
(Revised)
October 24, 2022
(Revised)
February 3, 2023
(Revised)
November 2, 2023
(Revised)
April 4, 2024

Appendix

Group Companies

• Sumitomo Mitsui Trust Holdings, Inc.
• Sumitomo Mitsui Trust Bank, Limited.
• Sumitomo Mitsui Trust Research Institute Co., Ltd.
• Sumitomo Mitsui Trust Asset Management Co., Ltd.
• SBI Sumishin Net Bank, Ltd.
• Sumitomo Mitsui Trust Card Co., Ltd.
• Sumitomo Mitsui Trust Loan & Finance Co., Ltd.
• Sumitomo Mitsui Trust Panasonic Finance Co., Ltd.
• Sumitomo Mitsui Trust Leasing (SINGAPORE) Pte, Ltd.
• Sumitomo Mitsui Trust Investment Co., Ltd.
• Sumitomo Mitsui Trust (Hong Kong) Limited
• Zijin Trust Co. Ltd.
• Tokyo Securities Transfer Agent Co., Ltd.
• Japan Securities Agents, Ltd.
• Sumitomo Mitsui Trust Realty Co., Ltd.
• Sumitomo Mitsui Trust Real Estate Investment Management Co., Ltd.
• Mitsui & Co., Logistics Partners Ltd.
• Nikko Asset Management Co., Ltd.
• Nikko Asset Management Americas, Inc.
• Nikko Asset Management Asia Limited
• Nikko Asset Management Europe Ltd.
• Nikko Asset Management International Limited
• AIIMAN Asset Management Sdn. Bhd.
• Nikko Asset Management New Zealand Limited
• Nikko Asset Management Hong Kong Limited
• AHAM Asset Management Berhad
• Rongtong Fund Management Co., Ltd.
• Shen Zhen Rongtong Capital Management Co., Ltd.
• Sumitomo Mitsui Trust International Limited
• Sumitomo Mitsui Trust Bank (Luxembourg) S.A.
• Sumitomo Mitsui Trust Bank (U.S.A) Limited
• OIF (PANAMA) S.A.
• Fresco Asset Funding Corporation
• Crecer Asset Funding Corporation
• Vector Asset Funding Corporation
• Nexus Asset Funding Corporation
• Rongtong Global Investment Limited
• Bintang Capital Partners Berhad
• Sky Ocean Asset Management Co., Ltd.
• Sea Bridge Finance Limited
• Trust Capital Mezzanine 2016 Investment Partnership
• Sumitomo Mitsui Trust Bank (Thai) Public Company Limited
• JP Asset Management Co., Ltd.
• Sumitomo Mitsui Trust Club Co., Ltd
• Enex Asset Management Co., Ltd.
• Cardif Assurances Risques Divers Japan
• Cardif Assurance Vie Japan
• Nippon Institutional Securities Co., Ltd.
• Sumitomo Mitsui Trust Life Partners Co., Ltd.
• Mutual Fund & Insurance Research Institute
• Trust Capital Mezzanine 2020 Investment Partnership
• Sumitomo Mitsui Trust (Ireland) Limited
• SMT Trustees (Ireland) Limited
• SMT Fund Services (Ireland) Limited
• G.A.S.(Cayman)Limited
• Japan Management Succession Support Co. Ltd.
• J-Eurus IR Co.,Ltd.
• Custody Bank of Japan, Ltd.
• UBS SuMi TRUST Wealth Advisory Co., Ltd.
• UBS SuMi TRUST Wealth Management Co., Ltd.
• Sumitomo Mitsui Trust Asset Management Americas, Inc.
• Trust Capital Mezzanine 2022 Investment Partnership
• Japan Extensive Infrastructure, Limited.

(As of April 4, 2024)