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Summary of the Management Policy Concerning Conflicts of InterestJAPANESE

Summary of the Management Policy Concerning Conflicts of Interest

Sumitomo Mitsui Trust Group operates with sound business management based on a high degree of self-discipline with the background of trustee spirit, and provides our clients with not only banking services, trust services, and registered financial institutional services, but also a wider range of financial services through fully utilizing its significant expertise and comprehensive capabilities.
Along with the various services provided by the companies in our Group and its officers and employees, in order to protect the interests of our clients from undue harm, we have made public the following summary of the Management Policies concerning Conflicts of Interest in accordance with the laws, etc. Based on this policy, we shall appropriately manage transactions that have possible conflicts of interest and properly carry out business operations.

  1. 1. Identifying "Transactions that have possible conflicts of interest"

    "Transactions that have possible conflicts of interest" are among the transactions conducted by the companies in our Group (hereinafter referred to "Related Group Companies") that in the following cases, etc. are likely to unduly harm the interests of our clients in banking-related services and financial instruments-related services handled by our banking subsidiaries or subsidiary financial institutions, etc.*

    • • When there is a conflict of interest between a client and Related Group Companies or a conflict of interest between clients
    • • When there is competition between a client and Related Group Companies or competition between clients
    • • When Related Group Companies use information obtained from a client to benefit Related Group Companies or other clients

    * Related Group Companies, our bank subsidiaries and subsidiary financial institutions, etc., are listed in the appendix.

  2. 2. Types of "Transactions that have possible conflicts of interest"

    Transactions that have possible conflicts of interest are defined under the following categories and managed so as not to unduly hurt the interests of our clients.

    • a. Transactions that have possible conflicts of interest, subject to individual standards of conduct, prohibited acts, and measures to prevent harmful effects, etc. in accordance with laws and regulations, etc.
    • b. Transactions that have possible conflicts of interest on business operations related to M&A advisory and capital acquisition finance, etc.
    • c. Transactions that have possible conflicts of interest on cases where Related Group Companies take part in various situations such as asset securitization schemes, etc.
    • d. Other transactions not noted in a-c above that might unduly harm the interests of clients
  3. 3. How Conflicts of Interest are Managed

    Transactions that have possible conflicts of interest will generally be managed in the following manner or by incorporating other appropriate methods.
    However, if the Related Group Companies are under an obligation of confidentiality to another party in a transaction that has a possible conflict of interest then the details of the transaction that has a possible conflict of interest shall be managed in such a manner as not to disclose such details.
    In addition, considering the degree of the conflicts of interest and other circumstances, when there is a reasonable basis to do so, special consideration may be given regarding the management standards and the level of seriousness of the conflicts of interest as follows:

    • (1) Separating a division/ company that handles a transaction that has a possible conflict of interest from a division/ company that handles the transaction with the client by isolating information each other or other methods.
    • (2) Changing the conditions or methods of transactions that have possible conflicts of interest or transactions with clients.
    • (3) Terminating transactions that have possible conflicts of interest or transactions with a client
    • (4) Properly conducting disclosure to a client, and depending on the situation also obtaining consent from the client on possible conflicts of interest of the transaction, which might unduly harm the interests of the client.

    Transactions that fall under categories a-c in no. 2 above shall be managed basically as follows:

    • a. Transactions that have possible conflicts of interest, subject to individual standards of conduct, prohibited acts, and measures to prevent harmful effects, etc. in accordance with laws and regulations, etc.
      Following the spirit of the regulations, we shall comply with the rule of laws so as not to unduly hurt the interests of our clients. In addition, by taking measures to appropriately isolate information, we prevent the improper use of client information.
    • b. Transactions that have possible conflicts of interest on business operations related to M&A advisory and capital acquisition finance, etc.
      Within our Group, confirmation shall be made as to whether or not there are any transactions that conflict with the interests of various clients by collecting information from each department and by making sure mutually between the relevant departments, etc. in advance. If it is determined that there is a conflicting transaction, then the transaction shall be executed after the fact is explained to the client or one side of the transaction shall be denied depending on the situation.
    • c. Transactions that have possible conflicts of interest on cases where Related Group Companies take part in various situations such as asset securitization schemes, etc.
      If there is any concern that Related Group Companies taking part in various situations may unduly hurt the interests of our clients then the transaction shall be executed after the fact is explained to the client or the measures shall be taken to verify that the conditions of the transaction are fair.
  4. 4. Management System for Conflicts of Interest
    To properly manage conflicts of interest, we set up a department responsible for managing conflicts of interest, and it appropriately examines on a regular basis the Group's total development of the conflicts of interest management system and its effectiveness, and while continually striving to improve it, education and training for officers and employees is conducted on a regular basis, and everyone is kept informed about how to manage transactions that have possible conflicts of interest.
    In addition, when it comes to our banking subsidiaries, each set up its own individual department responsible for managing conflicts of interest that oversees our conflicts of interest management system and properly identifies and manages transactions that have possible conflicts of interest. Accordingly, with regard to these details, please see the conflict of interest policy summary for each company.

Appendix Related Group Companies

  1. 1. Banking Subsidiaries
    • • Sumitomo Mitsui Trust Bank, Limited
    • • Japan Trustee Services Bank, Ltd.
  2. 2. Subsidiary Financial Institutions, etc.
    • • 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 Capital Co., Ltd.
    • • Sumitomo Mitsui Trust Investment Co., Ltd.
    • • Sumitomo Mitsui Trust (Hong Kong) Limited
    • • Tokyo Securities Transfer Agent Co., Ltd.
    • • Japan Securities Agents, Ltd.
    • • Sumitomo Mitsui Trust Research Institute Co., Ltd.
    • • Sumitomo Mitsui Trust Realty Co., Ltd.
    • • Sumitomo Mitsui Trust Real Estate Investment Management Co., Ltd.
    • • Top REIT Asset Management Co., Ltd.
    • • Mitsui & Co., Logistics Partners Ltd.
    • • Sumitomo Mitsui Trust Asset Management Co., Ltd.
    • • Nikko Asset Management Co., Ltd.
    • • Nikko Asset Management Americas, Inc.
    • • Nikko Asset Management Asia Limited
    • • Tyndall Investment Management Limited
    • • Nikko Asset Management Europe Ltd.
    • • Tyndall Asset Management Limited
    • • Nikko Asset Management International Limited
    • • Asian Islamic Investment Management Sdn Bhd
    • • Tyndall Investment Management New Zealand Limited
    • • SIM Funds Management Limited
    • • Nikko Asset Management Hong Kong Limited
    • • Ambit Mauritius Investment Managers Private Limited
    • • Tyndall Equities Australia Pty Limited
    • • Singapore Consortium Investment Management Limited
    • • Hwang Investment Management Berhad
    • • Ambit Investment Advisors Private Limited
    • • Treasury Asia Asset Management Limited
    • • TAAM (Singapore) Pte.Ltd.
    • • Sumitomo Mitsui Trust International Limited
    • • NewSmith Partners Japan Limited
    • • NewSmith Asset Management LLP
    • • Sumitomo Mitsui Trust Bank (Luxembourg) S.A.
    • • Sumitomo Mitsui Trust Bank (U.S.A.) Limited
    • • Sumitomo Mitsui Trust (UK) Limited
    • • OIF(PANAMA) S.A.
    • • STB Finance Cayman Ltd.
    • • STB Preferred Capital 3 (Cayman) Ltd.
    • • STB Preferred Capital 4 (Cayman) Ltd.
    • • STB Preferred Capital 5 (Cayman) Ltd.
    • • STB Omega Investment Limited
    • • Fresco Asset Funding Corporation
    • • Crecer Asset Funding Corporation
    • • Vector Asset Funding Corporation
    • • Nexus Asset Funding Corporation
    • • NewSmith Capital (Cayman) Limited

(As of October 31, 2013)

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