The Unibanco Letters - Dual-Hatting Regulations and Global Enforcement

Practical Considerations Under Unibanco Letters In addition to the specific conditions under the Unibanco Letters, advisers also should consider practical investor protection principles: The key consideration is whether the SEC would find that activities should trigger Advisers Act registration for US-inbound activities, and whether Advisers Act protections should attach for US-outbound activities ◆ The determination of whether an adviser's involvement in the provision of investment advice requires registration is highly fact sensitive 。 Given this fact sensitivity, a "Unibanco Analysis" generally is not a determination of whether an isolated business activity triggers a registration requirement - it is a matter of determining where on the "Unibanco spectrum" the adviser's delivery of investment services lies Key Considerations under the Unibanco Letters: ✰ Whether the registered entity is staffed with personnel (whether physically located in the United States or abroad) who are capable of providing investment advice, i.e., that the adviser providing services that make use of the Participating Affiliate's personnel is not trying to avoid registration and compliance ✰ The extent to which personnel of a Participating Affiliate may be deemed to be exercising investment discretion Whether the client receiving investment advice would expect the Advisers Act to govern its relationship with a non-US adviser Morgan Lewis 49

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