Outline of Conflict of Interest Management Policy

  

UBS AG, Tokyo Branch

The UBS Group, including UBS AG Tokyo Branch (the “Branch”), takes a long-term and objective approach to offer value added, high quality products and services based on customer needs. We believe that “Our customers’ success is our success”, place utmost importance on one-to-one customer relationships and believe that putting customers’ interest first is the best way build customer trust.

In order to build trust with our customers, prevent unfair harm to customer interests and in accordance with relevant laws, we appropriately manage transactions that may cause a conflict of interest between our Branch or the UBS Group and our customers when we provide financial services.

1．Types of transactions where a conflict of interest may arise

A conflict of interest between the Branch or the UBS Group and our customers may arise in, for example, the following cases:

    • If the Branch or the UBS Group may make a financial gain, or avoid a financial loss, at the expense of a Customer.
    • If, in relation a transaction with someone other than the customer, the Branch or UBS Group obtains or in future benefits from non-standard commission or fees, goods or services which may undermine a customer’s interest.
    • If we conduct a transaction on behalf of another party as well as the customer.
    • If a transaction between a customer and another party leads to a competing interest with the customer.
    • If the Branch or UBS Group profits from the use of customer’s non-public information.
    • If the Branch or UBS Group conducts various roles in the same transaction which leads to a customer receiving non-standard terms for the transactions.

    The following transactions may be considered as specific examples of the above-mentioned:

    • If the Branch or any of UBS Group Affiliates provides any advice regarding financing or M&A to multiple Customers which compete or conflict with each other;
    • If the Branch or any of UBS Group Affiliates provides any advice regarding financing or M&A to any Customer while making any principal investment in such Customer, purchasing assets from such Customer or conducting any other transaction with such Customer;
    • If with the knowledge of potential information regarding securities transaction of any Customer, the Branch or any of UBS Group Affiliates conducts any proprietary transaction regarding such securities;
    • If the Branch or any of UBS Group Affiliates recommends or sells any securities held for its own account to any Customer; or
    • If any employee of the Branch or UBS Group Affiliates receives any gift or entertainment (including any non-monetary benefits) that may prejudice the interests of any Customer.

    2. Scope of the Companies Covered by Conflict of Interest Management

    We will control transactions of UBS Securities Japan Co., Ltd., UBS Asset Management Japan and any Affiliated Corporation of UBS AG in addition to the Branch for the purpose of Conflict of Interest Management under Financial Instruments and Exchange Act.

    3. Method of Managing Transactions That May Cause Conflicts of Interests

    If the Branch identifies any transaction that may cause a conflict of interests, the Branch will properly secure the protection of our Customers by selecting from any of, or combining, the following methods and any other methods:

    • The method of separating the division conducting the Covered Transaction, and the division conducting the transaction with such Customer;
    • The method of amending the conditions or method of the Covered Transaction or the transaction with such Customer;
    • The method of discontinuing the Covered Transaction or the transaction with the Customer; and/or
    • The method of properly disclosing to the Customer the possibility that the interests of such Customer may be unjustly impaired in connection with the Covered Transaction.

    4. Conflict of Interest Management System

    Transactions that may cause conflicts of interests in the Business division will be identified in accordance with the routine procedure under our internal rules etc., and will properly be managed in accordance with method of management of conflicts of interests.

    The Compliance Division of the Branch will be the Conflict of Interest Management Control Division who is independent from any of Business division, and will control the management system of the Branch regarding the identification of transactions that may cause conflicts of interests and the management of conflicts of interests.

    The Compliance Division will receive the reports on the status of the management of conflicts of interests regarding the Covered Transactions on a regular basis or on a case-by-case basis, and verify whether the conflicts of interests have been properly managed, and, when necessary, review the procedures for conflict of interest management, or the conflict of interest system.

    If the interests of our Customers may be unjustly impaired, Compliance Division as the Conflict of Interest Management Control Division will instruct the divisions responsible for such business of the Branch to properly manage conflicts of interests, or review the Covered Transactions, when necessary.

    End