The Unibanco Letters - Dual-Hatting Regulations and Global Enforcement

Overview of Fund Regulatory Regime in Japan • Fund-related securities businesses are heavily regulated under two principal laws: Financial Instruments and Exchange Act (FIEA) provides for: - - - - - - - Which securities business activities are regulated with respect to (i) investment and (ii) capital- raising activities in Japan (i.e., who can offer securities-related business services and who can solicit investors); The standards and methods for obtaining business registrations; How fund products must be presented to investors (i.e., how solicitation must occur) in private placements and public offerings; How investors are classified for purposes of solicitation activities; What disclosure and registration of fund securities in Japan must be made with Japanese governmental authorities and in what contexts; and What activities are prohibited for both registered intermediaries and investors generally Investment Trust and Investment Corporation Law - ITICL provides for: - - Structure of interests in investment trusts and investment corporations in Japan; and Required notifications to Japanese regulators about the offering of these products in Japan • Subordinate regulations (Cabinet Orders and Ordinances) under these laws provide greater detail about specific requirements and create an overall framework Morgan Lewis 6

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