The Unibanco Letters - Dual-Hatting Regulations and Global Enforcement
Specific Conditions of Unibanco Letters
The relief granted in the Unibanco Letters includes several specific conditions to reliance on the relief that result in the following rules of
the road:
1. A US-domiciled, SEC-registered adviser must comply in all respects with all the requirements of the Advisers Act with respect to United States
clients and foreign clients
2. A non-US-domiciled, SEC-registered adviser must comply in all respects with all the requirements of the Advisers Act with respect to United
States clients, but may comply with foreign law with respect to foreign clients
3. If SEC registered, an adviser must maintain all books and records in accordance with Rule 204-2 under the Advisers Act with respect to United
States clients and foreign clients
4. Upon request, an SEC-registered adviser would promptly provide any and all books and records undertaken to be kept and those required by
foreign law to be kept
5. An SEC-registered adviser would not hold itself out to foreign clients as being registered under the Advisers Act
6. The SEC-registered adviser will be deemed an "associated person" of each Participating Affiliate and each employee of the Participating Affiliate,
including research analysts, whose functions or duties relate to the determination and recommendations that the registered adviser makes to its
United States clients, or who has access to any information concerning which securities are being recommended to United States clients prior to
the effective dissemination of the recommendations (including dealing room personnel, if trades for United States clients are placed for execution
with any affiliate of the registered adviser)
7. (i) The SEC-registered adviser will make clear in any communications between Dual Employees and its United States clients that the
communications are from the registered adviser, not any Participating Affiliate; (ii) when dealing with United States clients or potential United
States clients of the registered adviser, Dual Employees will make clear that they are acting in their capacity as personnel of the registered
adviser, not a Participating Affiliate; and (iii) the registered adviser will disclose to its United States clients in its Form ADV and any brochure
provided to United States clients that Participating Affiliates may recommend to their clients, or invest on behalf of their clients in, securities that
are the subject of recommendations to, or discretionary trading on behalf of, the registered adviser's United States clients
Morgan Lewis
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