Conflict-of-Interest Control Policy

Ichigo Inc. and its subsidiaries (collectively, “Ichigo”) have taken thorough measures to prevent damage to our clients’ interests by establishing a Conflict-of-Interest Control Policy pursuant to Ichigo’s Internal Control System. This policy is strictly followed by all of the directors and employees of Ichigo as follows.

• Conflict of Interest
  “Conflict of interest” means a conflict of interest between clients and Ichigo or among clients of Ichigo. In order to fully protect our clients’ interests, Ichigo develops and maintains a conflict-of-interest control system for all transactions that may cause a conflict of interest to prevent any negative outcomes.
• Transactions That Require Higher Scrutiny With Regard To Potential Conflicts of Interest
  Ichigo has extensive business activities in real estate, trust beneficiary rights in real estate, real estate asset management, related real estate services such as brokerage and M&A, and it focuses its conflict-of-interest control efforts on this core area of real estate. Fully recognizing the severe reputational risks of any conflicts of interests, Ichigo has chosen to particularly focus on the following types of transactions:
  • asset transactions between clients and Ichigo or among clients for whom Ichigo manages assets or provides advisory services;
  • real estate transactions by a client involving either Ichigo as a principal or as a manager of client assets;
  • Ichigo provides clients on opposite sides of a real estate transaction (e.g., both the buyer and seller) with advisory services related to the transaction, financing, asset or debt securitization, or M&A;
  • Ichigo provides multiple clients with advice on the same real estate transaction or securitization of the same assets;
  • Ichigo advises a client on M&A with respect to a company Ichigo expects to merge or acquire;
  • Ichigo provides competing clients (e.g., two potential buyers) with advisory services related to the transaction, financing, asset or debt securitization, or M&A;
  • Ichigo has the authority to allocate assets among multiple clients with whom Ichigo has discretionary investment agreements;
  • Ichigo is entrusted with building management services or repair or construction activities for client assets which Ichigo manages;
  • in cases where Ichigo has sent directors to other firms or Ichigo directors or employees are in a position to materially influence the management decisions of other firms, any transactions involving securities issued by such firms or real estate held by such firms.
• Entities Subject To Conflict-of-Interest Control
  In addition to Ichigo, the entities subject to conflict-of-interest control by Ichigo are the following:
  
  Ichigo Investment Advisors Co., Ltd.
  Ichigo Estate Co., Ltd.
• Conflict-of-Interest Control Organizational Structure
  Ichigo has established a conflict-of-interest control division or appointed a compliance officer at each of the above-mentioned entities to control conflicts of interest in cooperation with the Compliance Department of Ichigo. Ichigo complies with laws and regulations and all other codes concerning conflict-of-interest control.
• Conflict-of-Interest Control Methods
  Ichigo strives to prevent all transactions which may cause conflicts of interest and damage clients via the following methods:
  • firewalling a department or entity which deals with a potential conflict of interest transaction from other departments or entities;
  • changing the terms and conditions or approach of one or both parties in the transaction to avoid the conflict of interest;
  • terminating the transaction;
  • disclosing to the client the possibility that there may be a conflict of interest;
  • seeking to ensure the fairness and appropriateness of the transaction by complying with established third-party standards such as appraisal values or well-regarded precedents.