By-laws on Regulations for Direct Offerings, etc. of Beneficiary Certificates, etc.
Established on March 17, 1994
Revised on November 7, 1997
Revised on November 27, 1998
Revised on April 16, 1999
Revised on June 19, 2000
Revised on September 22, 2000
Revised on December 15, 2000
Revised on March 15, 2002
Revised on June 21, 2002
Revised on October 25, 2002
Revised on March 19, 2004
Revised on September 15, 2004
Revised on January 19, 2007
Revised on September 21, 2007
Revised on February 17, 2011
Revised on September 18, 2013
Revised on June 8, 2017
Revised on April 18, 2019
Revised on May 20, 2021

Article 1.

Purpose

These By-laws provide for matters necessary for enforcement of the Regulations for Direct Offering, etc. of
Beneficiary Certificates, etc. (hereinafter referred to as the “Regulations”).

Article 2.

Notification of the Total Return

Notification of the Total Return provided in Article 10-2 of the Regulations shall be conducted as stipulated
below.
(1) Scope of subject investment trusts(i)Notification of the Total Return shall be given for those investment trusts where the public offeringof securities (as defined in Article 2, Paragraph 3 of the Financial Instruments and Exchange Act (ActNo. 25 of 1948; hereinafter referred to as the "FIEA" )) were conducted among all investment trusts(meaning investment trusts as defined in Article 10-2 of the Regulations; the same shall apply
hereinafter ) which are managed by Full Members through entries or records in a transfer accountbook. )

(ii) Notwithstanding (i) above, the following investment trusts may be excluded from the requirements
for the Total Return notification.
(a) An investment trust which was being traded on the Financial Instruments Exchange Market at thetime of the customer's purchase;(b) Investment trusts purchased by a customer as investment assets under a discretionary investment
contract (meaning contracts as defined in Article 2, Paragraph 8, Item 12 (b) of the FIEA );(c) Investment trusts listed in the provisions of Article 65, Item 2 (a) through (c) of the Cabinet Office
Ordinance on Financial Instruments Business, etc. (Cabinet Office Ordinance No. 52 of 2007);(d) Bond investment trusts (meaning investment trusts as defined in Article 13, Item 2 (a) or (c) of theOrdinance for Enforcement of the Act on Investment Trusts and Investment Corporations (Cabinet
Office Ordinance No. 129 of 2000 ).);

(e) Umbrella investment trusts (meaning an investment trust managed as a single fund combining
multiple sub-funds under management) which satisfy all of the following requirements;a)Funds which include two or more of sub-funds that state in their investment trust contracts, etc.
that their purpose is to actively invest for a purpose other than hedging and will be linked either
positively (bull-type fund) or negatively (bear-type fund) (including those with an inverse
correlation of a certain multiple) to various indices, assets, etc., as well as sub-funds that statethat their purpose is to function as a temporary reserve fund to ensure stable management(money pool fund)b)

Funds where switching between sub-funds is possible (including sub-funds other than thosedescribed in a) above ; the same shall apply to c) below)c)(f)Funds that do not include sub-funds which make distributions more than twice a year
Investment trusts and so-called Million Investment Trusts which are deemed to be a savings
contract under the workers' property accumulation savings system (as defined in Article 6;
Paragraphs 1, 2 and 4 of the Workers' Property Accumulation Promotion Act (Act No. 92 of1971)) and for which the amount of deposit, etc. shall be notified periodically (as provided for in
Article 13-20 of Enforcement Order for the Workers' Property Accumulation Promotion Act(Cabinet Order No. 332 of 1971))(g) Investment trusts purchased using funds contributed by a defined contribution pension plan
(meaning a defined contribution pension as defined in Article 2, Paragraph 1 of the DefinedContribution Pension Act (Act No. 88 of 2001))(h) Investment trusts for which a purchase agreement has not been concluded between the relevant
Full Member and the customer
Provided, however, that investment trusts succeeded as result of a merger between Full Members
or a company split shall be handled as described in (iii) below.
(i)

Investment trust transferred between the accounts held by the same member company(j)Investment trust held by a customer for more than ten (10) consecutive years(iii) Notification of the Total Return for investment trusts held by customers that have been succeeded as
the result of a merger between Full Members or a corporate split shall be provided by the surviving
company or the successor company.
In this case, notification of the Total Return shall be given for the entire period during which thecustomer held such investment trust. However, if it is difficult to transfer the relevant data, thepurchase price may be determined by applying the market price, etc. on the date of receipt of suchinvestment trust into the customer's account, or the accumulated distribution received prior to suchreceipt may be excluded from the calculation of the Total Return.
(2) Scope of subject customers
This applies to individual customers (excluding professional investors).
However, professional investors and corporate customers may be included.
(3) Method of calculating the Total Return(i)

The Total Return shall be the amount calculated using the following formula:("(a) Appraisal value"+"(b) Cumulative distribution amount received"+ "(c) Accumulated sales
proceeds")-"(d) Accumulated purchase amount"(ii) The numerical value for each factor in the calculation formula for investment trusts shall be derived
as follows:(a) Appraisal value shall be obtained by evaluating all units of the investment trust held by therelevant customer on the base date of calculation.
Appraisal value = [Base value on the base date of calculation] x [Number of units held on the basedate of calculation] / [Calculation unit](Note) The redemption value may be used in lieu of the base value.
(b) Cumulative distribution amount received means sum of the distribution payments received (aftertax) received by the relevant customer during his/her holding period of the relevant investment
trust. However, reinvested amount of any distribution from the reinvestment-type investment trust
shall not be included.
Cumulative distribution amount received = [Cumulative sum of the distribution payments
received]
Distribution payments received = [distribution amount for the period (distribution amount per unit
x number of units held] - [Tax on the distribution amount for the period](Note 1) Reinvested amount of the reinvestment account may be included in the cumulative
distribution amount received. Provided, however, that the reinvested amount shall be also includedin the accumulated purchase amount.
(Note 2) Distribution payments received may be used on a pre-tax basis.
(c) Accumulated sales proceeds mean the total sales amount received by the customer as result ofpartial sale(s) of his/her holdings during the holding period of the relevant investment trust.
Accumulated sales proceeds = [Cumulative sum of sales proceeds]
Sales proceeds = [Redemption value] x [Number of units to be sold] / [Calculation unit] [Redemption fee] - [Consumption tax on the redemption fee](d) Accumulated purchase amount means the cumulative sum of amounts used to purchase therelevant investment trust. However, reinvested amount of any distribution from thereinvestment-type investment trust shall not be included.
Accumulated purchase amount = [Cumulative sum of purchase amounts]
Purchase amount = [Contract Price (Base value x Number of units purchased / Calculation unit)] +[Sales commission] + [Consumption tax on the sales commission](Note) When reinvested amount of the reinvestment account is included in the cumulative
distribution amount received, such reinvestment shall also be included in the accumulated
purchase amount.
(iii) For investment trusts denominated in foreign currencies, the Total Return shall be calculated in thecurrency (foreign currency) pertinent to such investment trusts. However, the Total Return may also
be calculated on a yen basis.
(4) Method of notification

(i)Notification of the Total Return shall be made by any of the following means;(a) Delivery of documents;(b) Transmission using a facsimile machine;(c) Transmission via e-mail (meaning e-mail as defined in Article 2, Item 1 of the Act on Regulationof Transmission of Specified Electronic Mail (Act No. 26 of 2002). ), or;(d) Transmission via the Internet or any other telecommunication line(ii) If notification of the Total Return is provided via a method set forth in (b) through (d) of (i) above, theprior consent of the relevant customer shall be obtained for using said method to provide notificationof the Total Return. However, customers who have already agreed to receive other documents via
electromagnetic means may be notified in advance of the fact that the notification of the Total Return
will be delivered via such means in lieu of consent.
(iii) Notwithstanding the provision of (i) above, until November 30, 2017, a Full Member may notify its
customers of Total Return by responding to inquiries received from such customers regarding their
Total Returns. In this case, the method of notification of the Total Return may be oral or any of themethods set forth in (a) through (d) of (i) above.
(iv) When notifying a customer of the Total Return in the manner set forth in (i),(d) above or pursuant to
the provision of (iii) above, a Full Member shall send a written notification that the customer canreceive the Total Return notification in such electromagnetic means before such customer becomesable to receive the notification by such means. However, any customer who has already given
consent to receive other documents by electromagnetic means may be notified by such means in lieu
of written notification (the same shall apply to the notification provided for in (6) Contents of
notification, (ii) below.).
(5) Frequency of notification and base date of calculation(i)

Notification of the Total Return as provided for in (4) Method of notification, (i) above shall be given
at least once a year. In this case, the base date of calculation for the Total Return shall be determinedby each Full Member, and the Total Return of the investment trust held by customers on such basedates shall be notified to the relevant customers.

(ii) When providing notification in accordance with (4) (iii) above, the Total Return shall be calculated atleast once per year and the most recently calculated Total Return shall be notified.
(6) Content of notification(i)

Notifications of the Total Return shall include the following items:(a) Name of the relevant investment trust;(b) Base date of calculation;(c) Appraisal value;(d) Cumulative distribution amount received and accumulated sales amount (notification of the total
amount of receipts which is the sum of both are acceptable.);(e) Accumulated purchase amount;(f) Amount of Total Return;(g) Calculation formula for Total Return;

(h) Statement to the effect that the amount listed in the document may not be used for calculating taxes,
and;(i) Other matters deemed necessary by the Full Members(ii) Notwithstanding (i) above, in the case of oral response to the inquiry as described in the (4)(iii) if thecustomer has been notified in advance in writing concerned with matters described in (i), (g) and (h)above, the Full Member may notify matters described in (i), (a), (b) and (f) above as well as othermatters deemed necessary by such Member.
(iii) With regard to the notification of the Total Return, an environment must be maintained in whichcustomers can understand the scope of investment trusts subject to the notification of the Total Returnand the basis of each calculation factor in the calculation formula for the Total Return.

Article 3.

Asset Management Companies

An asset management company as described in Article 11, Paragraph 2 of the Regulations shall be a company
which is deemed to have no issue in protecting investors by the settlor in consideration of the financial
institution’s offices and other financial foundations as prescribed in Article 51-3, Paragraph 1, Item 1 of theOrder for Enforcement of the Income Tax Act as well as its history of achievements with securities
management and operations.

Article 3-2. Matters to Be Included in the Management Report
1. The matters to be included in the management report as provided in Article 11, Paragraph 5 of theRegulations shall be as follows:(1) The obligation to comply with the laws and regulations, etc. concerning segregated management;(2) The obligation for establishing and operating an effective internal control system to ensure legal
compliance with the laws and regulations, etc. concerning segregated management;(3) The obligation to entrust segregated customer funds or manage customer securities separately if themember is also an account management institution as of the base date for audits (hereinafter referred to as
the “Base Date”);(4) The obligation to perform procedures to confirm that segregated management of customer assets has been
implemented in compliance with the laws and regulations;(5) Whether or not segregated management for customer assets complies with the laws and regulations as of theBase Date as a result of performing the procedures set forth in the preceding item;(6) The content of any event that may have a material impact on compliance with the laws and regulations, etc.
concerning segregated management which occurred after the Base Date but before the management reportsubmission date
2. The reference form for the management report shall be Attached Form 1.
3. The form specified in the By-laws as prescribed in Article 11, Paragraph 8 of the Regulations shall be
Attached Form 2.

Article 4.

Notifications for Sales Officers and Representatives

1. The form specified in the By-laws as prescribed in Article 14, Paragraph 1 of the Regulations shall be
Attached Table 1.
2. The form specified in the By-laws as prescribed in Article 14, Paragraph 2 of the Regulations shall be
Attached Table 2.

Supplementary ProvisionThis standard shall come into effect on March 17, 1994.

Supplementary Provision
The revised Regulations of Article 4, Article 5, and Article 6 shall come into effect on December 1, 1997.

Supplementary Provisions
The revised Regulations of Article 3, Article 4, Article 5, and Article 6 shall come into effect on December 1,
1998.
However, for beneficiary certificates deposited for custody on or before November 30, 1998, the priorstandards shall apply until November 30, 1999.

Supplementary Provision
The revised Regulations of Article 3 shall come into effect on April 16, 1999.

Supplementary Provision
The revised Regulations of Attached Table 1 shall come into effect on June 19, 2000.

Supplementary Provision
The revised Regulations of Attached Table 1 shall come into effect on September 22, 2000.

Supplementary ProvisionThis amendment shall come into effect on December 15, 2000.

Supplementary Provisions
This amendment shall come into effect on April 1, 2002.
Deleted the provisory clause

Supplementary Provisions
This amendment shall come into effect on October 25, 2002.
Deleted the provisory clause

Supplementary Provisions

1. This amendment shall come into effect on April 1, 2004.
2. Deleted

Supplementary ProvisionThis amendment shall come into effect on October 1, 2004.

Supplementary ProvisionThis amendment shall come into effect on January 19, 2007.

Supplementary Provisions
1. This amendment shall come into effect on September 30, 2007.
2. The proviso to supplementary provisions following the amendment on April 1, 2002, the proviso to
supplementary provisions following the amendment on October 25, 2002, and the supplementary provision 2
following the amendment on April 1, 2004 shall be repealed as of September 30, 2007.

Supplementary ProvisionThis amendment shall come into effect on April 1, 2011.

Supplementary ProvisionThis amendment shall come into effect on December 1, 2014 and will apply to investment trusts newly
purchased by customers on or after such implementation date.

Supplementary ProvisionThis amendment shall come into effect on June 8, 2017.
However, the amendments of Article 3 and Article 3-2 shall come into effect on March 31, 2018.
* The amended provisions are as follows:
Article 3 is amended. Article 3-2 is newly established. Attached Forms 1 and 2 are newly established. Attached Tables 1 and
2 are amended.

Supplementary ProvisionThis amendment shall come into effect on May 1, 2019.
* Necessary arrangement in connection with the change of era nameSupplementary ProvisionThis amendment shall come into effect on June 1, 2021.
* The amended provisions are as follows:- Attached Form 2 as provided in Article 3-2, Paragraph 3- Attached Tables 1 and 2 as provided in Article 4, Paragraphs 1 and 2

Attached Form 1[Reference Form 1](For a legal audit)
Management Report on Compliance with the Laws and Regulations, etc. Concerning Segregated Management
Reiwa (or Western calendar) (MM) (DD) (YYYY)____ Co., Ltd.
President and Representative Director ____ [Seal] (Note 1)
As the management (Note 1) of ____ Co., Ltd. (hereinafter the “Company”), pursuant to Article 2, Item 1 of
the Order Regarding Account Management Institutions and in accordance with Article 43-2, Paragraphs 1
and 2 of the Financial Instruments and Exchange Act, we are hereby responsible for the segregatedmanagement of customer assets in compliance with the following related laws and regulations and the rulesof the Investment Trusts Association, Japan.
‐
‐

‐
‐
‐

Article 43-2, Paragraph 1 and Paragraph 2 of the Financial Instruments and Exchange Act
Article 136, Article 138, Article 139, Article 141 (excluding, however, Paragraph 1, Item 3 and Items
10 through 13 and Paragraph 5 through Paragraph 7) and Article 141-3 of the Cabinet Office
Ordinance on Financial Instruments Business, etc.
August 2007 Notice No. 57 and No. 58 of the Financial Services Agency
Article 11 and Article 12 of the Regulations for Direct Offerings, etc. of Beneficiary Certificates, etc.
By-laws on Segregated Customer Trust Funds for Direct Offering, etc. of Beneficiary Certificates,etc.

We have the obligation to establish and operate an effective internal control system to comply with laws andregulations, etc., have entrusted segregated customer funds as of Reiwa (or Western calendar)
MM/DD/YYYY and have the obligation to manage customer securities separately.
The Company has implemented procedures to ensure that it applies segregated management to client assets
in compliance with applicable laws and regulations, etc. (Note 2)
As a result of implementing these procedures, the Company represents that it employs segregatedmanagement for customer assets in compliance with applicable laws and regulations, etc. as of Reiwa (orWestern calendar) MM/DD/YYYY. (Note 3)
End of document(Note 1) The term “management” means any director or executive officer who is responsible for the
execution of business operations at the company. For foreign companies, it means a representativein Japan as defined in Article 29-4, Paragraph 1, Item 4 (c) of the Financial Instruments andExchange Act (including a person acting as a representative as defined in Article 65, Paragraph 1of the same Act).
(Note 2) If any procedures were unable to be implemented, either of the following shall be included as theeffect of the procedures not being implemented:

(Sentence 1)
We have implemented the procedures to verify that ____ Co., Ltd. has segregated customer assets incompliance with the applicable laws and regulations, etc., but have not implemented the procedures
described below.
NoticeList the procedures that were unable to be executed and the details of their impacts. ········As a result of implementing these procedures, we assert that, except for the items above, ____ Co., Ltd. has
employed segregated management for customer assets in compliance with applicable laws and regulations,etc. as of Reiwa (or Western calendar) MM/DD/YYYY.

(Sentence 2)
We have implemented the procedures to verify that ____ Co., Ltd. has segregated customer assets incompliance with the applicable laws and regulations, etc., but have not implemented the procedures
described below.
NoticeList the procedures that were unable to be executed and the details of their impacts. ········As a result of implementing these procedures, we do not assert that, in view of the importance of the items
above, ____ Co., Ltd. has employed segregated management for customer assets in compliance withapplicable laws and regulations, etc. as of Reiwa (or Western calendar) MM/DD/YYYY.

(Note 3) The following shall be stated in the case of any non-compliance with laws and regulations, etc.
Because of the following items uncovered as a result of implementing these procedures, we assert that ____
Co., Ltd. has not employed segregated management for customer assets in compliance with applicable laws
and regulations, etc. as of Reiwa (or Western calendar) MM/DD/YYYY.
NoticeList the details of non-compliance with laws and regulations, etc. ×××

(For Audits under Association Rules, etc.)

Management Report on Compliance with the Laws and Regulations, etc. Concerning Segregated Management
Reiwa (or Western calendar) MM/DD/YYYY____ Co., Ltd.
President and Representative Director ____ [Seal] (Note 1)
As the management (Note 1) of ____ Co., Ltd. (hereinafter the “Company”), pursuant to Article 43-2,
Paragraph 2 of the Financial Instruments and Exchange Act in accordance with Article 123, Paragraph 1,
Item 10 of the Cabinet Office Ordinance on Financial Instruments Business, etc. as set forth in Article 40,
Item 2 of the Financial Instruments and Exchange Act, we are hereby responsible for the segregatedmanagement of customer assets in compliance with the following related laws and regulations and the rulesof the Investment Trusts Association, Japan.
‐
‐

‐
‐
‐

Article 43-2, Paragraph 2 of the Financial Instruments and Exchange Act
Article 138, Article 139, Article 141 (excluding, however, Paragraph 1, Item 3 and Items 10 through13 and Paragraph 5 through Paragraph 7) and Article 141-3 of the Cabinet Office Ordinance on
Financial Instruments Business, etc.
August 2007 Notice No. 57 and No. 58 of the Financial Services Agency
Article 12 of the Regulations for Direct Offerings, etc. of Beneficiary Certificates, etc.
By-laws on Segregated Customer Trust Funds for Direct Offering, etc. of Beneficiary Certificates,etc.

We have the obligation to establish and operate an effective internal control system to comply with laws andregulations, etc., have entrusted segregated customer funds as of Reiwa (or Western calendar)
MM/DD/YYYY and have the obligation to conduct segregated management.
The Company has implemented procedures to ensure that it applies segregated management to client assets
in compliance with applicable laws and regulations, etc. (Note 2)
As a result of implementing these procedures, the Company represents that it employs segregatedmanagement for customer assets in compliance with applicable laws and regulations, etc. as of Reiwa (orWestern calendar) MM/DD/YYYY. (Note 3)
End of document(Note 1) The term “management” means any director or executive officer who is responsible for the
execution of business operations at the Company. For foreign companies, it means a representativein Japan as defined in Article 29-4, Paragraph 1, Item 4 (c) of the Financial Instruments andExchange Act (including a person acting as a representative as defined in Article 65, Paragraph 1of the same Act).
(Note 2) If any procedures were unable to be implemented, either of the following shall be included as theeffect of the procedures not being implemented:

(Sentence 1)
We have implemented the procedures to verify that ____ Co., Ltd. has segregated customer assets incompliance with the applicable laws and regulations, etc., but have not implemented the procedures
described below.
NoticeList the procedures that were unable to be executed and the details of their impacts. ········As a result of implementing these procedures, we assert that, except for the items above, ____ Co., Ltd. has
employed segregated management for customer assets in compliance with applicable laws and regulations,etc. as of Reiwa (or Western calendar) MM/DD/YYYY.

(Sentence 2)
We have implemented the procedures to verify that ____ Co., Ltd. has segregated customer assets incompliance with the applicable laws and regulations, etc., but have not implemented the procedures
described below.
NoticeList the procedures that were unable to be executed and the details of their impacts. ········As a result of implementing these procedures, we do not assert that, in view of the importance of the items
above, ____ Co., Ltd. has employed segregated management for customer assets in compliance withapplicable laws and regulations, etc. as of Reiwa (or Western calendar) MM/DD/YYYY.

(Note 3) The following shall be stated in the case of any non-compliance with laws and regulations, etc.
Because of the following items uncovered as a result of implementing these procedures, we assert that ____
Co., Ltd. has not employed segregated management for customer assets in compliance with applicable laws
and regulations, etc. as of Reiwa (or Western calendar) MM/DD/YYYY.
NoticeList the details of non-compliance with laws and regulations, etc. ×××

[Reference Form 2]
For where there are no events that affect compliance with the laws and regulations, etc. concerning
segregated management as of the Base Date, but between the Base Date and the management reportsubmission date, subsequent events do severely affect compliance with the laws and regulations, etc.
concerning segregated management(Omitted)

As a result of implementing these procedures, ____ Co., Ltd. represents that it employs segregatedmanagement for customer assets in compliance with applicable laws and regulations, etc. as of Reiwa (orWestern calendar) MM/DD/YYYY.

Significant Subsequent Events
As of Reiwa (or Western calendar) MM/DD/YYYY, ____ Co., Ltd. is in the process of a merger by
absorption, with ____ Co., Ltd. as the surviving company and ____ Co., Ltd. as the dissolved and absorbed
company.

Attached Form 2
Application Date MM/DD/YYYY
To the Chairperson of the Investment Trusts Association, Japan:(Trade Name or Name)(Representative)

Submission of a Segregated Management Audit Report

We received a separate management audit report for the Company on MM/DD/YYYY andwill therefore submit it in accordance with the provisions of Article 11, Paragraph 8 of theRegulations for Direct Offerings, etc. of Beneficiary Certificates, etc.

(Attached documents: copy of the segregated management audit report and copy of the management report)

Attached Table 1: Notification of Sales Officers and Representatives (related to Article 4, Paragraph 1)
Application Date MM/DD/YYYY

Notification of Sales Officers and Representatives

Trade Name or Name
Telephone (Name

Furigana)

Date of Birth

Date of Engagement

MM/DD/YYYY

MM/DD/YYYY

MM/DD/YYYY

MM/DD/YYYY* Make a note of any maiden names or aliases used in business.

Attached Table 2: Notification of Change of Sales Officers and Representatives (related to Article 4, Paragraph2)
Application Date MM/DD/YYYY

Notification of Change of Sales Officers and Representatives

Trade Name or Name
Telephone (Name

Furigana

Date of Disengagement(or date of change))
Remarks

MM/DD/YYYY

MM/DD/YYYY* When there is a change in the name of a person included in a previous notification,enter the details of the previous notification (name) in the remarks column.
Also make a note if the old name is used for business after a name change.