Gryphon Capital Income Trust : Securities Dealing Policy

Securities Dealing Policy

Enterprise-Wide Policy

5 April 2022

Securities Dealing Policy

Table of Contents

• 1. Application of Policy ........................................................................................................................ 1

• 2. Purpose of this Policy ....................................................................................................................... 1

• 3. What sections of this Policy apply to which people? ...................................................................... 1

• 4. Insider Trading Prohibitions in the Corporations Act ...................................................................... 2

• 5. No dealing in Prohibited Periods ..................................................................................................... 4

• 6. Exceptional circumstances ............................................................................................................... 6

• 7. Permitted dealings ........................................................................................................................... 6

• 8. Further restrictions .......................................................................................................................... 7

• 9. Confidential Information ................................................................................................................. 9

• 10. Training and compliance ................................................................................................................ 10

• 11. Review and publication of this policy ............................................................................................ 10

• 12. Other relevant OIG Policies ............................................................................................................ 10

• 13. Dictionary and Interpretation ........................................................................................................ 10

1.

Application of Policy

• 1.1. This Policy applies to the subsidiaries of OIG Holdings Pty Ltd (ACN 616 297 940) and to entities that may be considered as comprising the One Investment Group (OIG) including:

  • (a) those companies that hold an Australian financial services licence (AFS Licence) to provide financial services to retail and/or wholesale clients and their OIG Corporate Authorised Representatives (each an OIG Licensee);

  • (b) those companies that provide registry services (ORS);

  • (c) corporate trust and custody (OCTS); and

  • (d) those companies that provide fund administration services (UFS).

• 1.2. This policy applies to:

  • (a) OIG Licensees that operate registered managed investment schemes (Funds) including:

(i)those listed on the Australian Securities Exchange (ASX)or quoted on Cboe Australia (Relevant Market)1; and

(ii) those not listed or quoted on any Relevant Market.

• (b) all OIG Staff and Board Members; and

• (c) where indicated, entities appointed by the OIG Licensee to manage the assets of the relevant Fund (Investment Manager).

2.

Purpose of this Policy

• 2.1. This policy summarises the law relating to insider trading and sets out OIG's policy in respect of Staff dealing in Securities.

• 2.2. The Corporations Act 2001 (Cth) (Corporations Act)2 prohibits dealing in any financial product by a person with Inside Information. By restricting dealings Securities in the manner described in this policy, OIG minimises the risk that its Staff trade with inside information or be perceived as doing so.

• 2.3. OIG expects Staff to act in accordance with its code of conduct including acting with integrity and in accordance with the law and so requires adherence to this policy. A breach of the law, this policy, or both, will also be regarded by OIG as serious misconduct which may lead to disciplinary action or dismissal.

3. What sections of this Policy apply to which people?

3.1.

This policy applies as follows:

(a)Clause4(insider trading laws), Clause 8.8 (Embargo), Clause 10 (Market Manipulation) and Clause 11 (confidentiality) apply to all OIG Staff;

1 Unless the Board has approved a different Securities Dealing Policy in respect of a particular Fund which is published on the website relevant to that Fund. The Board may adopt a different policy where, for example the Fund's Securities are stapled to another security and the stapled group has adopted a separate policy.

2 See s1043A under The Corporations Act 2001 for full guidance on the regulatory provisions relating to insider trading.

• (b) Clause 9 (Dealing in Financial Products) applies to Staff that are not a Designated Person; and

• (c) Clauses 5 to 8 (trading policy) apply to (each, a Designated Person):

  • (i) all directors and officers of OIG Licensees, and other key management personnel of OIG allocated to the relevant Fund (eg the relevant Director, Operations); and

  • (ii) where UFS provides fund-administration services to the Fund, each UFS key management personnel involved in the provision of those services;

  • (iii) unless the Investment Manager has adopted and administers its own trading policy on terms acceptable to the OIG Licensee Board, all directors, officers and other key management personnel of the Investment Manager;

  • (iv) any other person designated by the Board from time to time; and

• (d) clause 5.5 (associates) applies the trading policy to the family and associates of Designated Persons.

4. Insider Trading Prohibitions in the Corporations Act

4.1.

The Corporations Act3 regulates dealing in Financial Products able to be traded on a Relevant Market, like the ASX, SSX, Cboe or others.

What are the insider trading prohibitions?

• 4.2. The Corporations Act prohibits anyone with Inside Information relating to Securities from:

  • (a) dealing in Securities or entering into an agreement to do so; or

  • (b) procuring another person to apply for, acquire or dispose of Securities or enter into an agreement to do so; or

  • (c) directly or indirectly communicating, or causing to be communicated, Inside Information to any other person if a person knows, or ought reasonably to know, that the other person would or would be likely to use the information to engage in the activities specified in paragraphs (a) or (b) above.

• 4.3. These prohibitions also apply to the application for, grant, exercise or transfer of an option over Securities and to the securities of other entities if a person possesses Inside Information about those entities.

• 4.4. It does not matter how or in what capacity Staff become aware of the Inside Information. It does not have to be obtained from OIG to constitute Inside Information.

• 4.5. Staff cannot avoid the insider trading prohibition by arranging for a member of their family or a friend to deal in the Securities nor may Staff give "tips" concerning Inside Information relating to the relevant Fund or the Securities to others.

• 4.6. These prohibitions always apply to everyone (not just Designated Persons) and to all Securities, not just OIG Securities.

What is inside Information?

3 Specific prohibition of Inside Trading contained under Div 3 of the Corporations Act 2001

4.7. "Inside Information" is information, which is not generally available but, if the information was generally available, would be likely to have a material effect on the price or value of the Securities. Inside Information can include matters of speculation or supposition and matters relating to intentions or likely intentions of a person, company or relevant group.

4.8.

Information is regarded as being likely to have a material effect if it would, or would be likely to, influence persons who commonly invest in Securities or other traded financial products in deciding whether or not to deal in the Securities.

4.9.

Examples of Inside Information could be:

• (a) the financial performance of an entity against its budget;

• (b) changes in an entity's actual or anticipated financial condition or business performance;

• (c) changes in the capital structure of an entity, including proposals to raise additional equity or borrowings;

• (d) proposed changes in the nature of the business of an entity;

• (e) changes to the Board or significant changes in key management personnel;

• (f) in respect of a listed Fund, removal or replacement of the Responsible Entity or the Investment Manager;

• (g) an undisclosed significant change to an entity's market share;

• (h) likely or actual entry into, or loss of, a material contract for that entity;

• (i) material acquisitions or sales of assets by an entity;

• (j) a proposed distribution or a change in distribution policy for a listed Fund; or

• (k) a material claim against the assets of an entity or, in the case of a listed Fund, its Responsible Entity or other unexpected liability.

When is information generally available?

4.10.

Information is generally available if:

• (a) it consists of readily observable matter or deductions;

• (b) it has been brought to the attention of investors through an announcement to the Relevant Market or otherwise similarly brought to the attention of investors who commonly invest in Securities, and a reasonable period has elapsed since it was announced or brought to investors' attention; or

• (c) it consists of deductions, conclusions or inferences made or drawn from information referred to in paragraphs (a) or (b) above.

4.11. Examples of possible readily observable matters are:

a change in legislation which will affect the Responsible Entity's ability to make certain
(a)
types of investments; or
(b)	a severe downturn in global securities markets.
5 April 2022