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Cabinet Office Order on Financial Instruments Business (Any data that the title of a law indicates to be a "Tentative translation" has not yet been proofread or corrected by a native English speaker or legal translation expert; this data may be revised in the future.Tentative translation)

Cabinet Office Order No. 52 of August 6, 2007

Pursuant to the provisions of the Financial Instruments and Exchange Act (Act No. 25 of 1948) and the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965), and for the purpose of the enforcement of that Act and that Order, the Cabinet Office Order on Financial Instruments Business is enacted as follows:

Chapter I General Provisions (Articles 1 - 3)

Chapter II Financial Instruments Business Operators

Section 1 General Provisions

Subsection 1 General Rules (Articles 4 and 4-2)

Subsection 2 Financial Instruments Business Operators (Articles 5 - 35)

Subsection 3 Major Shareholders (Articles 36 - 39)

Subsection 4 Registered Financial Institutions (Articles 40 - 52)

Subsection 5 Professional Investors (Articles 53 - 64-3)

Section 2 Business

Subsection 1 General Rules (Articles 65 - 125-6)

Subsection 2 Special Provisions on Investment Advisory Business and Investment Management Business (Articles 126 - 135)

Subsection 3 Special Provisions on Securities Management Business (Articles 136 - 146)

Subsection 4 Special Provisions on Electronic Public Offering Services (Article 146-2)

Subsection 5 Special Provisions Concerning Cryptoasset-related Business (Articles 146-3 – 146-5)

Subsection 6 Preventive Measures against Adverse Effects (Articles 147 - 155)

Subsection 7 Miscellaneous Provisions (Article 156)

Section 3 Accounting

Subsection 1 Financial Instruments Business Operators Engaged in Type I Financial Instruments Business (Articles 157 - 180)

Subsection 2 Financial Instruments Business Operators Not Engaged in Type-I Financial Instruments Business (Articles 181 - 183)

Subsection 3 Registered Financial Institutions (Articles 184 - 189)

Subsection 4 Special Rules for Foreign Corporations (Articles 190 - 197)

Section 4 Supervision (Articles 198 - 208)

Section 4-2 Special Provisions on Special Financial Instruments Business Operators

Subsection 1 Special Financial Instruments Business Operators (Articles 208-2 – 208-17)

Subsection 2 Designated Parent Companies (Articles 208-18 – 208-34)

Subsection 3 Miscellaneous Provisions (Article 208-35)

Section 5 Special Rules on Foreign Business Operators

Subsection 1 Foreign Securities Service Providers (Articles 208-36 - 214)

Subsection 2 Permission to Engage in Part of Underwriting Operations (Articles 215 - 217)

Subsection 3 Permission for Transaction-at-Exchange Operations (Articles 218 - 232)

Subsection 4 Permission for the business of conducting Electronic Over-the-Counter Derivatives Transactions etc. (Articles 232-2 - 232-17)

Subsection 5 Establishment of Institution for Collecting Information (Article 233)

Section 6 Special Rules on Specially-Permitted Business for Qualified Institutional Investors (Articles 233-2 - 246-7)

Section 6-2 Special Rules on Specially Permitted Services for Foreign Investors (Articles 246-8 - 246-37)

Section 7 Sales Representatives (Articles 247 - 256)

Chapter III Financial Instruments Intermediary Service Providers

Section 1 General Provisions (Articles 257 - 264)

Section 2 Business (Articles 265 -281-4)

Section 3 Accounting (Articles 282 - 285)

Section 4 Supervision (Article 286)

Section 5 Miscellaneous Provisions (Articles 287 - 294)

Chapter IV Credit Rating Agencies

Section 1 General Provisions (Articles 295 - 305)

Section 2 Business (Articles 306 - 314)

Section 3 Accounting (Articles 315 - 320)

Section 4 Supervision (Articles 321 - 325)

Chapter V High-Speed Traders

Section 1 General Provisions (Articles 326 - 335)

Section 2 Business (Articles 336 and 337)

Section 3 Accounting (Articles 338 - 340)

Section 4 Supervision (Articles 341 - 346)

Chapter VI Miscellaneous Provisions (Articles 347 - 350)

Supplementary Provisions

Chapter I General Provisions

(Definitions)

Article 1(1)As used in this Cabinet Office Order, the terms "securities", "public offering of securities", "private placement of securities", "secondary distribution of securities", "issuer", "underwriter", "registration statement," "financial instruments business", "financial instruments business operator", "prospectus", "financial instruments intermediary service", "financial instruments intermediary service provider", "authorized financial instruments firms association", "financial instruments market", "financial instruments exchange", "financial instruments exchange market", "trading participant", "derivative transactions", "market transactions of derivatives", "over-the-counter transactions of derivatives", "foreign market derivatives transactions", "financial instruments", "financial indicator", "foreign financial instruments exchange", "brokerage for clearing of securities, etc.", "financial instruments obligation assumption service", "financial instruments clearing organization", "foreign financial instruments clearing organizations", "securities finance company", "professional investor", "credit rating", "credit rating business", "credit rating agency", "high-speed trading" or "high-speed trader" respectively mean the securities, public offering of securities, private placement of securities, secondary distribution of securities, issuer, underwriter, registration statement, financial instruments business, financial instruments business operator, prospectus, financial instruments intermediary service, financial instruments intermediary service provider, authorized financial instruments firms association, financial instruments market, financial instruments exchange, financial instruments exchange market, trading participant, derivative transactions, market transactions of derivatives, over-the-counter transactions of derivatives, foreign market derivatives transactions, financial instruments, financial indicator, foreign financial instruments exchange, brokerage for clearing of securities, etc., financial instruments obligation assumption service, financial instruments clearing organization, foreign financial instruments clearing organizations, securities finance company, professional investor, credit rating, credit rating business or credit rating agency, high-speed trading or high-speed trader as defined in Article 2 of the Financial Instruments and Exchange Act (hereinafter referred to as the "Act").

(2)As used in this Cabinet Office Order, each of the terms "type I financial instruments business", "type II financial instruments business", "investment advisory and agency business", "investment management business", "securities, etc. management business", "investment advisory business", "wholesale underwriting of securities", or "securities-related business" respectively means a type-I financial instruments business, type-II financial instruments business, investment advisory and agency business, investment management business, securities, etc. management business, investment advisory business, wholesale underwriting of securities, or securities-related business as defined in Article 28 of the Act.

(3)In this Cabinet Office Order (in cases of the terms listed in item (xvi), excluding Article 199, item (xiii), Article 201, item (xxiv), Article 202, item (xviii), Section 4-2 of the following Chapter, and Appended Forms No. 17-2 through No. 17-6), the meanings of the terms listed in the following items are as prescribed respectively in those items:

(i)options: the options defined in Article 2, paragraph (1), item (xix) of the Act;

(ii)business subject to investment: the business subject to investment defined in Article 2, paragraph (2), item (v) of the Act;

(ii)-2Electronically Recorded Transferable Rights: the Electronically Recorded Transferable Rights prescribed in Article 2, paragraph (3) of the Act;

(iii)qualified institutional investors: the qualified institutional investors defined in Article 2, paragraph (3), item (i) of the Act;

(iii)-2solicitation for selling, etc. only for professional investors: the solicitation for selling, etc. only for professional investors defined in Article 2, paragraph (6) of the Act;

(iii)-3commodity-related market transactions of derivatives: the commodity-related market transactions of derivatives defined in Article 2, paragraph (8), item (i) of the Act;

(iv)foreign financial instruments market: the foreign financial instruments market defined in Article 2, paragraph (8), item (iii), (b) of the Act;

(v)over-the-counter transactions of derivatives, etc.: the over-the-counter transactions of derivatives, etc. defined in Article 2, paragraph (8), item (iv) of the Act;

(vi)underwriting of securities: the underwriting of securities defined in Article 2, paragraph (8), item (vi) of the Act;

(vii)over-the-counter traded securities: the over-the-counter traded securities defined in Article 2, paragraph (8), item (x), (c) of the Act;

(viii)investment advisory contract: the investment advisory contract defined in Article 2, paragraph (8), item (xi) of the Act;

(ix)discretionary investment contract: the discretionary investment contract defined in Article 2, paragraph (8), item (xii), (b) of the Act;

(x)registered financial institution: the registered financial institution defined in Article 2, paragraph (11) of the Act;

(x)-2commodities: the commodities defined in Article 2, paragraph (24), item (iii)-3of the Act;

(x)-3securities for professional investors: the securities for professional investors defined in Article 4, paragraph (3) of the Act;

(x)-4solicitation for acquisition only for professional investors: the solicitation for acquisition only for professional investors defined in Article 4, paragraph (3), item (i) of the Act;

(xi)officer: the officer defined in Article 21, paragraph (1), item (i) of the Act;

(xii)transactions of securities-related derivatives: the transactions of securities-related derivatives defined in Article 28, paragraph (8), item (vi) of the Act;

(xii)-2type-I small amount electronic public offering service provider: the type-I small amount electronic public offering service provider defined in Article 29-4-2, paragraph (9) of the Act;

(xii)-3type-I small amount electronic public offering service: the type-I small amount electronic public offering service defined in Article 29-4-2, paragraph (10) of the Act;

(xii)-4type-II small amount electronic public offering service provider: the type-II small amount electronic public offering service provider defined in Article 29-4-3, paragraph (2) of the Act;

(xii)-5type-II small amount electronic public offering service: the type-II small amount electronic public offering service defined in Article 29-4-3, paragraph (4) of the Act;

(xii)-6investment management business for qualified investors: the investment management business for qualified investors defined in Article 29-5, item (i) of the Act;

(xii)-7qualified investor: the qualified investor defined in Article 29-5, item (iii) of the Act;

(xiii)parent bank, etc.: the parent bank, etc. defined in Article 31-4, paragraph (3) of the Act;

(xiv)parent corporation, etc.: the parent corporation, etc. defined in Article 31-4, paragraph (3) of the Act;

(xv)subsidiary bank, etc.: the subsidiary bank, etc. defined in Article 31-4, paragraph (4) of the Act;

(xvi)subsidiary corporation, etc.: the subsidiary corporation, etc. defined in Article 31-4, paragraph (4) of the Act;

(xvii)derivative transactions, etc.: the derivative transactions, etc. defined in Article 33, paragraph (3) of the Act;

(xviii)transactions of securities-related derivatives, etc.: the transactions of securities-related derivatives, etc. defined in Article 33, paragraph (3) of the Act;

(xix)market transactions of derivatives, etc.: the market transactions of derivatives, etc. defined in Article 33, paragraph (3), item (i) of the Act;

(xx)foreign market derivatives transactions, etc.: the foreign market derivatives transactions, etc. defined in Article 33, paragraph (3) item (iii) of the Act;

(xxi)registered financial institution business: the registered financial institution business defined in Article 33-3, paragraph (1), item (vi), (a) of the Act;

(xxii)financial instruments business operator, etc.: the financial instruments business operator, etc. defined in Article 34 of the Act;

(xxiii)act that constitutes a financial instruments transaction: the acts that constitute financial instruments transactions defined in Article 34 of the Act;

(xxiv)financial instruments transaction contract: the financial instruments transaction contract defined in Article 34 of the Act;

(xxv)investment property: the investment property defined in Article 35, paragraph (1), item (xv) of the Act;

(xxv)-2specified over-the-counter derivatives transactions: the specified over-the-counter derivatives transactions defined in Article 40-7, paragraph (1) of the Act.

(xxvi)purchase and sale or other transaction of securities.: the purchase and sale or other transaction of securities. defined in Article 41-2, item (iv) of the Act;

(xxvii)right holders: the right holders defined in Article 42, paragraph (1) of the Act;

(xxviii)capital adequacy ratio: the capital adequacy ratio defined in Article 46-6, paragraph (1) of the Act;

(xxix)financial instruments business, etc.: the financial instruments business, etc. defined in Article 50, paragraph (1), item (i) of the Act;

(xxix)-2special financial instruments business operators: the special financial instruments business operators defined in Article 57-2, paragraph (2) of the Act;

(xxix)-3subject special financial instruments business operator: the subject special financial instruments business operator defined in Article 57-12, paragraph (3) of the Act;

(xxix)-4designated parent company: the designated parent company defined in Article 57-12, paragraph (3) of the Act;

(xxix)-5highest designated parent company: the highest designated parent company defined in Article 57-12, paragraph (3) of the Act;

(xxx)foreign securities service provider: the foreign securities service provider defined in Article 58 of the Act;

(xxxi)authorized transaction-at-exchange operator: the authorized transaction-at-exchange operator defined in Article 60-4, paragraph (1) of the Act;

(xxxi)-2electronic over-the-counter derivatives transactions, etc. business: the electronic over-the-counter derivatives transactions, etc. business defined in Article 60-14, paragraph (1) of the Act;

(xxxi)-3Business operator authorized to conduct electronic over-the-counter derivatives transactions, etc.: the business operator authorized to conduct electronic over-the-counter derivatives transactions, etc. defined in Article 60-14, paragraph (2) of the Act;

(xxxii)qualified institutional investors, etc.: the qualified institutional investors, etc. defined in Article 63, paragraph (1), item (i) of the Act;

(xxxiii)specially-permitted business for qualified institutional investors, etc.: the specially-permitted business for qualified institutional investors, etc. defined in Article 63, paragraph (2) of the Act;

(xxxiv)notifier of specially-permitted business: the notifier of specially-permitted business defined in Article 63, paragraph (5) of the Act;

(xxxiv)-2specially permitted services for foreign investors, etc.: the specially permitted services for foreign investors, etc. defined in Article 63-8, paragraph (1) of the Act;

(xxxiv)-3notifier of specially permitted services for foreign investors, etc.: the notifier of specially permitted services for foreign investors, etc. defined in Article 63-9, paragraph (4) of the Act;

(xxxv)sales representative: the sales representative defined in Article 64, paragraph (1) of the Act;

(xxxvi)entrusting financial instruments business operators, etc.: the entrusting financial instruments business operators, etc. defined in Article 66-2, paragraph (1), (iv) of the Act;

(xxxvii)intermediation for financial instruments: the intermediation for financial instruments defined in Article 66-11 of the Act (in the case of a financial service intermediary (meaning the financial service intermediary defined in Article 11, paragraph (6) of the Act on the Provision of Financial Services (Act No. 101 of 2000) and limited to a person who engages in securities, etc. intermediary business operations (meaning the securities, etc. intermediary business operations defined in paragraph (4) of that Article; the same applies hereinafter); the same applies hereinafter), the acts set forth in the items of Article 11, paragraph (4) of the Act on the Provision of Financial Services);

(xxxviii)over-the-counter securities market: the over-the-counter securities market defined in Article 67, paragraph (2) of the Act;

(xxxix)tradable securities: the tradable securities defined in Article 67-18, item (iv) of the Act;

(xl)certified financial instruments business association: the certified financial instruments business association defined in Article 78, paragraph (2) of the Act;

(xli)certified investor protection organization: the certified investor protection organization defined in Article 79-10, paragraph (1) of the Act;

(xlii)investor protection fund: the investor protection fund defined in Article 79-21 of the Act;

(xliii)collaborative financial instruments obligation assumption services: the collaborative financial instruments obligation assumption services defined in Article 156-20-16, paragraph (1) of the Act;

(xliv)collaborating clearing organization, etc.: the collaborating clearing organization, etc. defined in Article 156-20-16, paragraph (1) of the Act;

(xlv)margin transaction: the margin transaction defined in Article 156-24, paragraph (1) of the Act;

(xlvi)designated dispute resolution organization: the designated dispute resolution organization defined in Article 156-38, paragraph (1) of the Act;

(xlvii)dispute resolution procedures: the dispute resolution procedures defined in Article 156-38, paragraph (10) of the Act;

(xlviii)category for dispute resolution services: the category for dispute resolution services defined in Article 156-38, paragraph (12) of the Act;

(xlix)basic contracts for implementation of dispute resolution procedures: the basic contract for implementation of dispute resolution procedures defined in Article 156-38, paragraph (13) of the Act;

(l)business operator involved in financial instruments transactions: the business operator involved in financial instruments transactions defined in Article 156-38, paragraph (13) of the Act.

(4)As used this Cabinet Office Order, the meanings of the terms listed in the following items are as prescribed respectively in those items:

(i)head office, etc.: the head office or any other principal business office or principal office (in the case of a foreign corporation or an individual domiciled in a foreign state, meaning the principal business office or principal office in Japan);

(ii)amount of non-fixed equity capital: the total of the amount of basic items (meaning the total of the amount of each item listed in Article 176, paragraph (1), items (i) through (vi); the same applies hereinafter) and the amount of supplementary items (meaning the amount of the items listed in item (vii) of that paragraph; the same applies hereinafter), less the amount of deductible assets (meaning the total amount of each of the items listed in the items of Article 177, paragraph (1); the same applies hereinafter);

(iii)competent Director-General of a Local Finance Bureau, etc.: the Director-General of a Local Finance Bureau or the Director-General of the Fukuoka Local Finance Branch Bureau, who has granted a registration which is currently in effect to any financial instruments business operator, registered financial institution, financial instruments intermediary service provider or high-speed trader, or permission which is currently in effect to any authorized transaction-at-exchange operator;

(iv)Commissioner of the Financial Services Agency or other competent official: the special financial instruments business operators and the Commissioner of the Financial Services Agency, in case of a person designated by the Commissioner of the Financial Services Agency under Article 42, paragraph (2), Article 43, paragraph (2) or Article 43-2-3, paragraph (2) of the Order for Enforcement of the Financial Instruments and Exchange Act (hereinafter referred to as the "Order"); or the competent Director-General of a Local Finance Bureau, etc., in the case of any person other than the aforementioned person.

(v)partnership contract: a partnership contract defined in Article 667, paragraph (1) of the Civil Code (Act No. 89 of 1896);

(vi)silent partnership contract: a silent partnership contract defined in Article 535 of the Commercial Code (Act No. 48 of 1899);

(vii)limited partnership agreement for investment: a limited partnership agreement for investment defined in Article 3, paragraph (1) of the Limited Partnership Act for Investment (Act No. 90 of 1998);

(viii)limited liability partnership agreement: a limited liability partnership agreement defined in Article 3, paragraph (1) of the Limited Liability Partnership Act (Act No. 40 of 2005);

(ix)proprietary trading system operation: a business operation relevant to the acts specified in Article 2, paragraph (8), item (x) of the Act;

(x)cooperative financial institution: a cooperative financial institution defined in Article 2, paragraph (1) of the Act on Preferred Equity Investment by Cooperative financial institutions (Act No. 44 of 1993);

(xi)when-issued transaction: a when-issued transaction defined in Article 1, paragraph (2) of the Cabinet Office Order on Transactions under Article 161-2 of the Financial Instruments and Exchange Act and Deposits Related Thereto (Order of the Ministry of Finance No. 75 of 1953);

(xii)undisclosed information: undisclosed material information on the operation, business or properties of a company which is an issuer, which is found to have an impact on customers' investment decisions (meaning the investment decisions defined in Article 2, paragraph (8), item (xi), (b) of the Act; the same applies hereinafter except in Article 16-5-2, item (iii), Article 233-2, paragraph (1), item (iv), and Article 246-10, paragraph (3), item (iii)), or information on ordering trends in the customers' purchase and sale or other transaction of securities. and any other special information which may come to knowledge of any the officers (if an officer is a corporation, including executive members thereof) or employees of the party itself or its parent corporation, etc. or subsidiary corporation, etc. in the course of duties (excluding information related to a foreign corporation (including a foreign organization without juridical personality for which a representative person or administrator has been designated) out of these pieces of information);

(xiii)undisclosed loan information, etc.: undisclosed information on the customer's business or any other special information which may come to knowledge of any of the officers (in the case of a foreign corporation, including its representative person in Japan; the same applies hereinafter except in Section 5 of the following Chapter, Article 238-2, paragraph (1), item (i), (a), Article 239, paragraph (2), item (iii), (b) (limited to the part related to 1.), Article 241, paragraph (2), item (i), (b), Article 246-14, paragraph (1), item (iii), (a), Article 246-20, paragraph (2), item (iii), (b) (limited to the part related to 1.) and Article 246-22, paragraph (2), item (iii), (b)) or employees engaged in a loan business (meaning a service related to loans for business; hereinafter the same applies in this item, Article 123, paragraph (1), item (xix) and Article 150, item (v)) or a financial institution agency service operation (meaning a service for agency or intermediation for the conclusion of contracts for loans or discounting negotiable instrument for business, from among the financial institution agency service prescribed in Article 68, item (xiii); the same applies hereinafter) in the course of duties, which is found to have an impact on the customer's investment decisions in respect of the securities (excluding the securities specified in Article 33, paragraph (2), item (i) of the Act and also excluding the securities specified in Article 2, paragraph (1), item (xvii) of the Act which have the natures prescribed in items (i) and (ii) of that paragraph; hereinafter the same applies in this item) solicited by officers or employees engaged in a financial instruments business or financial instruments intermediation operation (meaning a service operation to conduct intermediation for financial instruments; the same applies hereinafter); or information on ordering trends in the customers' purchase and sale or other transaction of securities. or any other special information which may come to knowledge of any of the officers or employees engaged in a financial instruments business or financial instruments intermediation operation in the course of duties, which is found to have a material impact on the loan business or the financial institution agency service operation pertaining to the issuer of the securities (excluding information related to a foreign corporation (including a foreign organization without juridical personality for which a representative person or administrator has been designated) out of these pieces of information);

(xiv)corporate information: undisclosed important information on the operation, business or properties of listed companies, etc. set forth in Article 163, paragraph (1) of the Act, which is found to have an impact on customers' investment decisions; and undisclosed information on a decision about the launch or suspension (excluding those corresponding to standards prescribed in the proviso to Article 167, paragraph (2) of the Act) of a tender offer as prescribed in Article 27-2, paragraph (1) of the Act (but only if the provisions of the main clause of that paragraph apply), the buying-up equivalent thereto in regard to the share certificates, etc. (meaning the share certificates, etc. prescribed in that paragraph), and a tender offer as prescribed in Article 27-22-2, paragraph (1) of the Act (but only if the provisions of the main clause of that paragraph apply);

(xv)commodity-related business: a financial instruments business for conducting any of the acts specified in Article 28, paragraph (1), item (i)-2 of the Act in the course of trade;

(xvi)electronic trading platform management service: services provided by a financial instruments business operator, etc. for specified over-the-counter derivatives transactions or intermediary, brokerage (excluding brokerage for clearing of securities, etc.) or agency services therefor in the course of trade, using an electronic data processing system to be used for the business of over-the-counter derivatives transactions, etc.

(xvii)Electronically Recorded Transferable Rights to Be Indicated on Securities, etc.: rights prescribed in Article 29-2, paragraph (1), item (viii) of the Act; and

(xviii)Cryptoassets: Cryptoassets prescribed in Article 2, paragraph (5) of the Payment Services Act (Act No. 59 of 2009).

(Submission of Documents in English)

Article 2(1)Documents to be submitted to the Commissioner of the Financial Services Agency, Director-General of a Local Finance Bureau or Director-General of the Fukuoka Local Finance Branch Bureau (hereinafter referred to as the ""Commissioner of the Financial Services Agency or other official") pursuant to the provisions of the Act (limited to Chapter III through Chapter III-4; the same applies in paragraph (3) and the following Article), the Order (limited to Chapters IV through IV-4; the same applies in the same paragraph and the same Article) or this Cabinet Office Order (excluding documents that can be prepared in English pursuant to other provisions of this Cabinet Office Order (including preparation in English in accordance with the forms specified by this Cabinet Office Order; hereinafter the same applies in this paragraph); the same applies in paragraph (3)) that are specified by the Commissioner of the Financial Services Agency in consideration of the content and other circumstances may be prepared in English.

(2)In the case referred to in the preceding paragraph, if it is found to be necessary and appropriate for the public interest or the protection of investors, the Commissioner of the Financial Services Agency or other official may request that the person that is subject to the application of provisions of that paragraph attach a Japanese translation of the outline of all or part of the documents to which these provisions apply.

(3)If, due to any special circumstance, there is any documents to be submitted to the Commissioner of the Financial Services Agency or other official (excluding those to which the provisions of paragraph (1) apply) pursuant to the provisions of the Act, the Order or this Cabinet Office Order that cannot be prepared in Japanese, a Japanese translation thereof must be attached thereto; provided, however, that if the documents to be submitted are the articles of incorporation, or the minutes of a shareholders meeting or a board of officers, etc. (meaning the board of officers, etc. as prescribed in Article 221, item (i)) prepared in English, attaching a Japanese translation of the outline thereof is considered sufficient.

(Conversion of Foreign Currencies or Cryptoassets )

Article 3If the documents to be submitted to the Commissioner of the Financial Services Agency or other official under the Act, the Order or this Cabinet Office Order contains any document indicating the amount or volume in a foreign currency or a cryptoasset, a supplementary note on the amount or volume after conversion into the Japanese currency and the criteria used for such conversion must be stated therein.

Chapter II Financial Instruments Business Operators, etc.

Section 1 General Provisions

Subsection 1 General Rules

(Wholesale Underwriting of Securities Constituting a Managing Underwriter)

Article 4The wholesale underwriting of securities to be specified by Cabinet Office Order as referred to in Article 15 of the Order is the wholesale underwriting for which discussions with the issuer or owner of the securities are to be held upon the execution of the wholesale underwriting contract (meaning the wholesale underwriting contract defined in that Article; hereinafter the same applies in this Article and Article 147, item (iii)), in order to fix the contents thereof, other than the following wholesale underwriting:

(i)the wholesale underwriting of securities for which the discussion is to be held jointly with another party (limited to a party whose amount of stated capital, total amount of funds or total amount of contribution is not less than three billion yen), if, out of either of the total issue value of the securities under the wholesale underwriting contract or of the total value of the secondary distribution of securities or the solicitation for selling, etc. only for professional investors (if such wholesale underwriting contract is the contract listed in Article 15, item (iii) of the Order, including the total amount to be paid upon the exercise of the share options prescribed in that item), the amount of the portion pertaining to the underwriting of securities by financial instruments business operators, etc. and foreign securities service providers (hereinafter referred to as the "total amount of underwriting" in this Article) exceeds ten billion yen, provided that the amount of the portion pertaining to the underwriting of securities by the such party out of the total amount of underwriting is ten billion yen or less; and

(ii)if the total amount of underwriting is ten billion yen or less, and about which the discussion is held.

(Securities Equivalent to Share Option Certificates)

Article 4-2(1)Securities provided for by Cabinet Office Order as prescribed in Article 28, paragraph (7), item (iii) of the Act are the following securities:

(i)corporate bond certificates with share options;

(ii)instruments or certificates issued by a foreign person, and which have the nature of share option certificates or corporate bond certificates with share options;

(iii)certificates of investment equity subscription rights (meaning certificates of investment equity subscription rights defined in Article 2, paragraph (18) of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951); the same applies hereinafter); and

(iv)foreign investment securities (meaning foreign investment securities provided in Article 220, paragraph (1) of the Act on Investment Trusts and Investment Corporations; the same applies hereinafter) and are similar to certificates of investment equity subscription rights.

(2)The right provided for by Cabinet Office Order as prescribed in Article 28, paragraph (7), item (iii) of the Act are as set forth in the following:

(i)rights which are claimable against a foreign national which have the nature of share options;

(ii)investment equity subscription rights (meaning investment equity subscription rights defined in Article 2, paragraph (17) of the Act on Investment Trusts and Investment Corporations; the same applies hereinafter); and

(iii)rights which are claimable against a foreign investment corporation (meaning a foreign investment corporation provided in Article 2, paragraph (25) of the Act on Investment Trusts and Investment Corporations) which have the nature of investment equity subscription rights.

Subsection 2 Financial Instruments Business Operators

(Application for Registration)

Article 5A person that intends to obtain the registration under Article 29 of the Act must submit to the Director-General of a Local Finance Bureau with jurisdiction over the location of such person's head office, etc. (if such location falls within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, to the Director-General thereof; or if the person has no business office or other office in Japan, to the Director-General of the Kanto Finance Bureau) a written application for registration under Article 29-2, paragraph (1) of the Act prepared in accordance with Appended Form No. 1, attaching a copy thereof and the documents or an electronic or magnetic record (meaning an electronic or magnetic record as defined in Article 13, paragraph (5) of the Act; the same applies hereinafter) to be attached thereto pursuant to the provisions of Article 29-2, paragraph (2) or (3) of the Act.

(Employees to Be Indicated in an Application for Registration or Notification)

Article 6(1)The person to be specified by Cabinet Office Order as referred to in Article 15-4, item (i) of the Order is a person that holds position whereby the person may exercise authority on behalf of a supervisor of the operation as prescribed in that item, such as a general manager, vice-chief, section manager or any other person, irrespective of the job title.

(2)The person to be specified by Cabinet Office Order as referred to in Article 15-4, item (ii) of the Order is a person that makes investment decisions based on analysis of the values, etc. of financial instruments (meaning the values, etc. of financial instruments defined in Article 2, paragraph (8), item (xi), (b) of the Act; the same applies hereinafter).

(The Handling Public Offerings Using Information and Communications Technology)

Article 6-2The means to be specified by Cabinet Office Order as referred to in Article 29-2, paragraph (1), item (vi) of the Act are as follows:

(i)to make the contents of information recorded into the files stored on the computer used by a financial instruments business operator, etc. available for other parties via a telecommunications line; and

(ii)in the case of using the means specified in the preceding item, to transmit messages or other information via a telecommunications line connecting a computer used by a financial instruments business operator, etc. and a computer used by the other party or any means similar thereto (other than if communication through audio transmission is made).

(Electronically Recorded Transferable Rights to Be Indicated on Securities, etc.)

Article 6-3What are specified by Cabinet Office Order as referred to in Article 29-2, paragraph (1), item (viii) of the Act are those falling under the cases of being indicated on financial values which can be transferred by using an electronic data processing system (limited to that which is recorded on an electronic device or any other object by electronic means; hereinafter simply referred to as "financial values").

(Matters to Be Stated in a Written Application for Registration)

Article 7The matters to be specified by Cabinet Office Order as referred to in Article 29-2, paragraph (1), item (xii)of the Act are the matters listed in the following:

(i)the trade name or name of the designated dispute resolution organization with which a basic contract for implementation of dispute procedures is concluded for the purpose of taking the measures to conclude such contract for implementation of dispute procedures pertaining to the business specified in Article 37-7, paragraph (1), item (i), (a), item (ii), (a), item (iii), (a) or item (iv), (a) of the Act and the name of the financial instruments firms association (meaning the authorized financial instruments firms association or certified financial instruments business association; the same applies hereinafter) of which the applicant for registration intends to become a member; and the name of the certified investor protection organization of which the applicant for registration intends to become a target business operator (meaning a target business operator as defined in Article 79-11, paragraph (1) of the Act; the same applies hereinafter);

(ii)the name or trade name of the financial instruments exchange of which the applicant for registration intends to become a member or trading participant (hereinafter referred to as the "members, etc.");

(iii)if the applicant for registration intends to conduct securities-related business, the following:

(a)to that effect (in cases where the registration applicant conducts only business pertaining to Electronically Recorded Transferable Rights or the rights prescribed in Article 1-12, item (ii) of the Cabinet Order, out of the type I financial instruments business, including to that effect);

(b)if the applicant for registration applicant intends to conduct type-I financial instruments business (excluding the cases where the registration applicant only conducts business pertaining to Electronically Recorded Transferable Rights or the rights prescribed in Article 1-12, item (ii) of the Cabinet Order, or type-I small amount electronic public offering service and is not to become a member of any investor protection fund), the name of the investor protection fund of which the applicant for registration intends to become a member (excluding an investor protection fund which has a provision of articles of incorporation under Article 79-49, paragraph (4) of the Act);

(iii)-2if the applicant for registration intends to conduct an electronic trading platform management service, to that effect;

(iii)-3if the applicant for registration intends to conduct a commodity-related business, the following matters:

(a)to that effect; and

(b)if the applicant for registration intends to conduct a commodity derivatives transaction-related business (meaning the commodity derivatives transaction-related business provided in Article 79-20, paragraph (1) of the Act; the same applies hereinafter), an investor protection fund to which it becomes a member (excluding an investor protection fund which has a provision of articles of incorporation under Article 79-49, paragraph (2) of the Act);

(iv)if the applicant for registration intends to conduct a business related to commodities investment (meaning the business related to commodities investment defined in Article 37, paragraph (2) of the Order; the same applies hereinafter), the following matters:

(a)to that effect; and

(b)if the business related to commodities investment to be conducted by the applicant for registration only pertains to the goods specified in Article 37, paragraph (1), item (ii), (b) of the Order or the agriculture, forestry and fisheries goods (meaning the goods, etc. related to agriculture, forestry and fishery defined in Article 11, paragraph (2), item (i) of the Order for Enforcement of Act on Control for Business Pertaining to Commodity Investment (Cabinet Order No. 45 of 1992); the same applies in Article 44, item (vii), (b)), to that effect;

(c)if the business related to commodities investment to be conducted by the applicant for registration only pertains to the goods listed in Article 37, paragraph (1), item (ii), (c) through (e) of the Order or the economy, trade and industry goods, etc. (meaning the economy, trade and industry goods, etc. defined in the proviso to Article 11, paragraph (1) of the Order for Enforcement of Act on Control for Business Pertaining to Commodity Investment; the same applies in Article 44, item (vii), (c)), to that effect;

(d)if the applicant for registration intends to conduct a business related to investment in racehorses (meaning a business to conduct the acts listed in the items of Article 194-6, paragraph (1) of the Act, in regard to any of the rights listed in the following; the same applies hereinafter), to that effect:

1.a right under a silent partnership contract, the purpose of which is to acquire racehorses (limited to the racehorses that are or will be registered under Article 14 of the Horse Racing Act (Act No. 158 of 1948) (including as applied mutatis mutandis pursuant to Article 22 of that Act); the same applies hereinafter), using all the monies (including the things similar to money as listed in Article 1-3, items (i) through (iii) of the Order) invested by the holders of such right, to invest such racehorses to the counterparty (limited to a specific party) under the silent partnership contract pertaining to the right specified in 2. below, and to run such racehorses in races (limited to races held by the Japan Racing Association or the National Association of Racing as prescribed in Article 1, paragraph (5) of the Horse Racing Act; the same applies in 2. below);

2.a right under a silent partnership contract, the purpose of which is to run a racehorse invested in by the proprietor (limited to a specific party) under the silent partnership contract which pertains to the right specified in 1. above that is entitled to such right;

(v)if the applicant for registration intends to conduct any of the acts listed in the items of Article 194-6, paragraph (2) of the Act in the course of trade, to that effect;

(vi)if the applicant for registration intends to conduct the business of transaction, etc. of beneficial interest in real property trust (meaning a business related to the purchase and sale or any other transaction of the rights specified in Article 2, paragraph (2), item (i) of the Act which relate to building lots (meaning building lots as defined in Article 2, item (i) of the Building Lots and Buildings Transaction Business Act (Act No. 176 of 1952); the same applies hereinafter) or buildings (hereinafter referred to as the "beneficial interest in real property trust"), or a business related to the purchase and sale of or any other transaction of the rights under a partnership contract, silent partnership contract or limited partnership agreement for investment whose business subject to investment is primarily intended for investment in a beneficial interest in real property rust; the same applies hereinafter), to that effect;

(vii)if the applicant for registration intends to conduct specified investment management business related to real property (meaning an investment management business (excluding a business to conduct the act specified in Article 2, paragraph (8) item (xii) of the Act pertaining to the contract specified in (a) of that item, or to conduct the act specified in item (xiv) of that paragraph) intended for investment in a beneficial interest in real property trust, or in the rights under a partnership contract, silent partnership contract or limited partnership agreement for investment whose business subject to investment is primarily intended for investment in a beneficial interest in real property trust; the same applies hereinafter), to that effect;

(viii)if the applicant for registration intends to conduct specific underwriting (meaning the act specified in Article 16, paragraph (1), item (v) of the Cabinet Office Order on Definitions under Article 2 of the Financial Instruments and Exchange Act (Order of the Ministry of Finance No. 14 of 1993)), to that effect;

(ix)if the applicant for registration intends to conduct an Act of Management of Specified Securities, etc. (meaning the act specified in Article 16, paragraph (1), items (xiv) and (xiv)-2 of the Cabinet Office Order on Definitions under Article 2 of the Financial Instruments and Exchange Act; the same applies in Article 149, item (i), (a) and Article 181, paragraph (1), item (ii), (b)), to that effect;

(x)if the applicant for registration intends to conduct high-speed trading as part of its financial instruments business, and if the applicant for registration is an individual domiciled in a foreign state, the name or trade name of the agent in Japan;

(xi)in cases where the registration applicant intends to engage in business pertaining to the acts set forth in Article 1-12, item (ii) of the Cabinet Order, out of the business pertaining to type II financial instruments business, to that effect; and

(xii)the names and locations of its head office, etc.

(Contents and Methods of Business)

Article 8The contents and method of business to be specified by Cabinet Office Order as referred to in Article 29-2, paragraph (2), item (ii) of the Act are as follows:

(i)the basic principles of business operation;

(ii)the method of execution of business;

(iii)the method of allocation of business operations;

(iv)the types of acts that constitute financial instruments transactions to be conducted in the course of trade;

(v)the system for handling complaints (including the contents of the complaint processing measures and dispute resolution measures concerning the business specified in Article 37-7, paragraph (1), item (i), (b), item (ii), (b), item (iii), (b) or item (iv), (b) of the Act);

(vi)if the applicant for registration intends to conduct type-I financial instruments business, the following matters (in cases of conducting only type-I small amount electronic public offering service, excluding the matters specified in (b) through (e)):

(a)the types of the securities to be handled, and the types of the derivative transactions to be conducted in the course of trade (in cases where the securities in question are electronically recorded transferable rights to be indicated on securities, etc. or that the derivatives transactions in question are the derivatives transactions prescribed in Article 29-2, paragraph (1), item (viii) of the Act, including to that effect and the matters set forth in sub-item (b) or (c) of the following item, and in cases of conducting commodity-related business, including commodities for transactions or indicators pertaining to the commodities);

(b)the following matters in regard to methods of risk management concerning loss:

1.the method of calculating the value of loss risk equivalent (including the market risk equivalent defined in Article 178, paragraph (1), item (i), the counterparty risk equivalent defined in item (ii) of that paragraph and the basic risk equivalent defined in item (iii) of that paragraph; hereinafter the same applies in this item);

2.the method of establishment and application of a ceiling on the value of loss risk equivalent;

3.the name and structure of the section in charge of calculating the value of loss risk equivalent and managing of the ceiling thereof;

4.the method of preparation and preservation of materials which would serve as the basis of the calculation of the value of loss risk equivalent;

5.the frequency of inspection of the value of loss risk equivalent and the status of the application of the ceiling thereof, and the name and structure of the section in charge of such inspection;

6.any other important matters related to the risk management concerning loss;

(c)if the applicant for registration intends to conduct a business in relation to over-the-counter transactions of derivatives, etc. (excluding electronic trading platform management service), the following matters:

1.the name and job title of the person responsible for the management of the business;

2.the name and organizational structure of the section in charge of the business;

3.the conditions for starting transactions with the customers pertaining to the business;

4.the method and frequency of calculating the value of loss risk equivalent pertaining to the business (such information is itemized by the risk of loss which may accrue due to fluctuations in indicators such as quotations on the financial instruments exchange market, interest rates or value of currencies, the risk of loss which may accrue due to a default in the performance of contracts by counterparties to the transactions and on any other reason, and the risk or loss which may accrue due to reasons other than on the aforementioned reasons);

5.the method of the establishment and application of a ceiling on the value of loss risk equivalent pertaining to the business; and the method of the establishment and application for such ceiling classified in accordance with the types of transactions and categories of the customers;

6.the name and structure of the section in charge of calculating the value of loss risk equivalent pertaining to the business, and management of the ceiling thereof;

7.the frequency of reporting the value of loss risk equivalent pertaining to the business and the status of the application of the ceiling thereof to directors or executive officers with authority of representation (in the case of a foreign corporation, its directors, executive officers or any other person holding a position equivalent thereto that are stationed at a business office or other office in Japan, or its representative person in Japan);

8.the means of the preparation and preservation of material which would serve as the basis of the calculation of the value of loss risk equivalent pertaining to the business;

9.the frequency of inspection on the execution of the business, the value of loss risk equivalent and the status of the application of the ceiling thereof, and the name and structure of the section in charge of such inspection; and

10.any other important matter related to the risk management concerning loss pertaining to the business;

(d)if the applicant for registration intends to conduct a business pertaining to the wholesale underwriting of securities, the following matters:

1.the name and title of the person responsible for the management of the business;

2.the name and organizational structure of the section in charge of the business;

3.the method of calculating the value of loss risk equivalent pertaining to the business;

4.the method of the establishment and application of a ceiling on the value of loss risk equivalent pertaining to the business;

5.the name and structure of the section in charge of the calculation of the value of loss risk equivalent pertaining to the business, and management of the ceiling thereof;

6.the frequency of inspection on the execution of the business, the value of loss risk equivalent and status of the application of the ceiling thereof, and the name and structure of the section in charge of such inspection; and

7.any other important matter related to the risk management concerning loss pertaining to the business;

(e)if the applicant for registration intends to conduct a securities, etc. management business, the management means set forth in Article 43-2 through Article 43-3 of the Act;

(f)if the applicant for registration intends to conduct a securities-related business, the following matters concerning the measures listed in the respective items of Article 70-4, paragraph (1):

1.the means for carrying out such measures; and

2.the organization in charge of carrying out such measures and the positions of the personnel therefor; and

(g)if the applicant for registration intends to conduct an electronic trading platform management service, the following matters:

1.the types and specific details of the specified over-the-counter derivatives transactions to be conducted in relation to the electronic trading platform management service;

2.the name and job title of the person responsible for the management of the electronic trading platform management service;

3.the name and organizational structure of the section in charge of the electronic trading platform management service and the section in charge of the business relating to the publication under Article 40-7, paragraph (2) of the Act (if a part of the electronic trading platform management service or a part of the business relating to the publication under that paragraph is to be entrusted to any other person, including such person);

4.the conditions for starting transactions with customers pertaining to the electronic trading platform management service, and the methods of management of the customers;

5.the matters relating to the fees;

6.the means of publicizing quotes for sale or purchase, and other pricing information to customers (limited to means of using an electronic data processing system or other electronic means);

7.the method for deciding the transaction price (for a specified over-the-counter derivatives transactions, if the amount designated by the party as a notional principal does not exceed the amount specified in the items of Article 125-8, paragraph (2) according to the categories of periods from the day when the specified over-the-counter derivatives transaction takes effect to the day when such transaction ceases to be in effect as respectively specified in these items, limited to the method enabling customers to choose either the method specified in the following i., or the method specified in the following i. or ii.), as well as the time when the transaction takes effect:

i. the method using a price based on quotes for the sale or purchase of itself or customers publicized pursuant to 6.;

ii. the method using a price determined based on a negotiation among customers (limited to a negotiation conducted after requesting three or more other customers designated by the customer to present quotes for the sale or purchase, and notifying the customer of the quotes for sale or purchase presented by the other customers in response to the request, the quotes for sale or purchase publicized pursuant to 6., and the quotes if the applicant for registration presents the quotes for sale or purchase);

8.the method of the publication under Article 40-7, paragraph (2) of the Act;

9.the outline, location, volume and maintenance method of the electronic data processing system to be used for the electronic trading platform management service, and the method of handling of cases in which there occurs any malfunction of such electronic data processing system;

10.the method of settlement for the electronic trading platform management service (including the method of ensuring that the obligations arising from the transactions specified in Article 156-62, item (i) or (ii) of the Act are assumed by a financial instruments clearing organization (including a collaborating clearing organization, etc., if the financial instruments clearing organization conducts collaborative financial instruments obligation assumption service) or a foreign financial instruments clearing organization in an appropriate and swift manner), and the method of handling if a customer defaults on a contract;

11.the method for the preparation and preservation of the transaction records for the electronic trading platform management service;

12.the frequency of the inspection on the status of the execution of the electronic trading platform management service, and the name and structure of the section in charge of such inspection;

13.the method of the prevention of unfair transactions, and any other matters relating to the securing of fair transactions; and

14.other important matters in regard to methods of management of risks of loss relating to the electronic trading platform management service.

(h)if the applicant for registration intends to receive or supply information in the cases referred to in Article 123, paragraph (1), item (xviii), (e) and item (xxiv), (d), and Article 153, paragraph (1), item (vii), (g) and (i), the following matters concerning affairs related to the maintenance and management of an electronic data processing system and concerning affairs related to internal management and operation prescribed in paragraph (3) of that Article:

1.the trade name or name of the registered financial institution, parent corporation, etc. or subsidiary corporation, etc. that receives or supplies the information;

2.the method for execution of the affairs; and

3.the organization in charge of such affairs and the positions of the personnel therefor;

(vii)if the applicant for registration intends to conduct type-II financial instruments business, the following matters:

(a)the type of the securities to be handled, and the type of the derivative transactions to be conducted in the course of trade (in cases where the securities in question are electronically recorded transferable rights to be indicated on securities, etc. or that the derivatives transactions in question are the derivatives transactions prescribed in Article 29-2, paragraph (1), item (viii) of the Act, including to that effect);

(b)if the applicant for registration intends to handle the rights specified in Article 2, paragraph (2), item (i) or (ii) of the Act, the type of the trust property pertaining to such rights;

(c)if the applicant for registration intends to handle the rights specified in Article 2, paragraph (2), item (v) or (vi) of the Act, the outline of the business subject to investment pertaining to the rights; and

(d)in cases of implementing the operations defined in Article 29-5, paragraph (2) of the Act, to that effect;

(e)in cases of implementing the operations defined in item (xi) of the preceding Article, the management methods under Article 43-2 and Article 43-3 of the Act;

(viii)if the applicant for registration intends to conduct an investment advisory and agency business, the following matters:

(a)the types of the investment advisory and agency business (meaning the types of business pertaining to the acts specified in Article 2, paragraph (8), items (xi) and (xiii) of the Act);

(b)the type of the securities and rights pertaining to derivative transactions regarding which the applicant for registration intends to give advice;

(c)if the applicant for registration intends to give advice in relation to the rights specified in Article 2, paragraph (2), item (i) or (ii) of the Act, the type of trust property pertaining to such rights;

(d)if the applicant for registration intends to give advice in relation to the rights specified in Article 2, paragraph (2), item (v) or (vi) of the Act, the outline of the business subject to investment pertaining to such rights;

(ix)if the applicant for registration intends to conduct investment management business, the following matters:

(a)the types of the investment management business (meaning the types of business pertaining to the act specified in Article 2, paragraph (8), item (xii) of the Act which pertains to the contract specified in (a) of that item, the act specified in that item which pertains to the contract specified in (b) of that item, the act specified in item (xiv) of that paragraph, and the act specified in item (xv) of that paragraph which pertains to any of the rights listed in (a) through (c) of that item; in cases of engaging in an investment management business for qualified investors, including to that effect);

(b)the type of the securities and type of the rights pertaining to the derivative transactions for which the investment is to be made (in cases where the securities in question are electronically recorded transferable rights to be indicated on securities, etc. or that the derivatives transactions in question are the derivatives transactions prescribed in Article 29-2, paragraph (1), item (viii) of the Act, including to that effect);

(c)if any of the rights specified in Article 2, paragraph (2), item (i) or (ii) of the Act is to become the subject of investment, the type of trust property pertaining to such right;

(d)if any of the rights specified in Article 2, paragraph (2), item (v) or (vi) of the Act is to become the subject of investment, the outline of the business subject to investment pertaining to such right; and

(e)if the any asset other than the securities or the rights pertaining to the derivative transactions is to become the subject of investment, the type of such assets;

(x)if the applicant for registration intends to conduct electronic public offering services (meaning the electronic public offering services provided in Article 29-2, paragraph (1), item (vi) of the Act, and limited to services conducted in relation to the securities specified in the items of Article 3 of the Act or the securities not listed on any financial instruments exchange (excluding the securities specified in the items of Article 15-4-2 of the Order; the same applies hereinafter)), the following matters:

(a)the types of securities to be handled (in cases where the Securities fall under the category of Electronically Recorded Transferable Rights to Be Indicated on Securities, etc., including to that effect);

(b)if the applicant for registration intends to conduct only type-I small amount electronic public offering service among the type I financial instruments business, to that effect (including the effect that the applicant for registration intends to receive money deposited by customers in relation to that business, if the applicant for registration has such intention);

(c)if the applicant for registration intends to conduct only type-II small amount electronic public offering service among the type II financial instruments business, to that effect;

(d)if the applicant for registration intends to conduct electronic-based application type electronic public offering services) (meaning the electronic-based application type electronic public offering services provided in Article 70-2, paragraph (3); the same applies in Article 149, item (i), (a) and Article 150, item (i), (c)), to that effect;

(xi)if the applicant for registration intends to conduct high-speed trading as part of its financial instruments business, the following matters:

(a)the outline of each of the transaction strategies (including the matters specified in the following):

1.the categories of transaction strategies;

2.the name or trade name of the financial instruments exchange, etc. (meaning a person provided in Article 26, paragraph (1) of the Cabinet Office Order on Definitions under Article 2 of the Financial Instruments and Exchange Act; the same applies hereinafter) pertaining to the high-speed trading;

3.the types of securities or market derivatives transactions subject to the high-speed trading;

(b)the name and job title of the person responsible for the management of the business pertaining to the high-speed trading (including the person responsible for making a decision under Article 2, paragraph (41) of the Act and the creation of programs (meaning a series of instructions given to a computer which is combined so as to obtain a certain result; the same applies hereinafter) for the high-speed trading and the management of an electronic data processing systems and other facilities; the same applies hereinafter);

(c)the outline, location and maintenance method of maintaining the electronic data processing system and other facilities for the high-speed trading; and

(d)the details of the measures to ensure sufficient management of the electronic data processing systems and other facilities for the high-speed trading.

(xii)in cases where the registration applicant intends to conduct any of the following acts with regard to the Derivative Transactions prescribed in Article 29-2, paragraph (1), item (ix) of the Act in the course of trade, the name of the Cryptoassets and Financial Indicators pertaining to the Derivative Transactions specified in sub-item (a) or (b) in accordance with the categories of the acts set forth respectively therein:

(a)the acts set forth in Article 2, paragraph (8), items (i) to (v) of the Act: the Derivative Transactions to be conducted in the course of trade; or

(b)the acts set forth in Article 2, paragraph (8), item (xii), (xiv) or (xv) of the Act: the Derivative Transactions for which the investment is to be made.

(Documents to Be Attached to Written Applications for Registration)

Article 9The documents to be specified by Cabinet Office Order as referred to in Article 29-2, paragraph (2), item (ii) of the Act are as follows:

(i)the documents stating the applicant for registration's system for conducting business, such as its personnel structure and the organizational structure;

(ii)if the applicant for registration is a corporation, the following documents:

(a)the resumes of the officers (including those that are found to have the same or a higher authority over the corporation as directors, executive officers or any persons holding position equivalent thereto, irrespective of their job title such as advisor, consultant or others; hereinafter the same applies in this item, Article 13, items (i), (ii) and (iv), Article 47, paragraph (1), item (ii), Article 49, items (i), (ii) and (iv), Article 199, item (ii), Article 201, item (ix), Article 202, item (viii), Article 208-20, items (ii) through (vi), Article 208-22, item (ii), (c), Article 208-31, paragraph (1), item (iv), and paragraph (2), item (iv), Article 208-32, item (ii), Article 238-2, paragraph (1), item (i), Article 241, paragraph (1), item (v), Article 241, paragraph (2), item (i), Article 241-2, item (ii), Article 242, paragraph (1), item (iv), Article 242-2, paragraph (1), item (ii), Article 329, paragraph (1), item (ii), the items of Article 332, Article 341, item (ii), Article 342, paragraph (1), item (v) and Article 343, paragraph (1), item (iv)) (if an officer is a corporation, the document describing the background of the officer); and the resumes of the employees defined in Article 15-4 of the Order (hereinafter referred to as the "major employees", except in Article 47, paragraph (1), item (ii), Article 51, paragraph (1), item (iv), Article 91, paragraph (1), item (iv), Section 6 and Section 6-2);

(b)the extracts of the certificates of residence of the officers and the major employees (if an officer is a corporation, the certificate of registered matters of the officer), or any document in lieu thereof;

(c)if the former surname (meaning the former surname prescribed in Article 30-13 of the Enforcement Order of the Residential Basic Book Act (Cabinet Order No. 292 of 1967); the same applies hereinafter) and given name of the officer or major employee are stated together with the current name of the officer or major employee in a written application for registration under Article 29-2, paragraph (1) of the Act, and the document specified in (b) is not a document certifying the former surname and given name of the officer or major employee, a document certifying the former surname and given name;

(d)the certificate issued by the public agency evidencing that none of the officers or major employees falls under Article 29-4, paragraph (1), item (ii), sub-item (b) of the Act, or any other document in lieu thereof;

(e)the document in which each of the officers and the major employees pledges that they do not fall under any of Article 29-4, paragraph (1), item (ii), sub-items (a) or (c) through (i) of the Act;

(iii)if the applicant for registration is an individual, the following documents:

(a)the resumes of the applicant for registration and the major employees;

(b)the extracts of the certificates of residence of the applicant for registration and the major employees, or any other documents in lieu thereof;

(c)if the former surname and given name of the applicant for registration or major employee are stated together with the current name of the applicant for registration or the major employee in a written application for registration under Article 29-2, paragraph (1) of the Act, and the document specified in (b) is not a document certifying the former surname and given name of the applicant for registration or the major employee, a document certifying the former surname and given name;

(d)the certificate issued by a public agency evidencing that none of the applicant for registration or the major employees falls under Article 29-4, paragraph (1), item (ii), sub-item (b) of the Act, or any other document in lieu thereof; and

(e)the document in which each of the major employees pledges that they do not fall under any of Article 29-4, paragraph (1) item (ii), sub-items (a) or (c) through (g) of the Act;

(iv)the document stating the status of the persons in specified relationships (meaning the parent corporation, etc., subsidiary corporation, etc. and holding company (meaning the holding company defined in Article 29-4, paragraph (3) of the Act; the same applies hereinafter except in Article 198); and if the applicant for registration intends to conduct type-I financial instruments business, associated company (meaning a related company as prescribed in Article 177, paragraph (6); the same applies in (f)); the same applies in (e)), as listed in the following items:

(a)the trade name or name;

(b)the amount of stated capital, the total amount of funds or the total amount of investment;

(c)the location of the head office or principal office;

(d)the type of business;

(e)the capital relationship and personal relationship between the applicant for registration and the persons in specified relationship, as well as their business relationship over the past year;

(f)information as to whether the persons in specified relationship falls under the category of parent corporation, etc., subsidiary corporation, etc., or holding company (if the applicant for registration intends to conduct type-I financial instruments business, information as to whether the persons in specified relationship falls under the category of parent corporation, subsidiary corporation, etc., holding company or associated company);

(v)in cases where the registration applicant intends to conduct type I financial instruments business, type II financial instruments business, or investment management business, and is not a member of a Financial Instruments Firms Association (limited to an association having principal association members or members that are persons conducting the business implemented by the registration applicant), the internal rules concerning the business;

(vi)if the applicant for registration intends to conduct a business related to commodities investment which pertains to racehorses, a document evidencing that the applicant for registration does not fall under the criteria specified in Article 13, item (iii);

(vii)if the applicant for registration intends to conduct a business of transaction, etc. of beneficial interest in real property trust, a document evidencing that the applicant for registration does not fall under the criteria specified in Article 13, item (iv);

(viii)a document stating the matters related to the applicant for registration's ability to carry out the business, if the applicant for registration intends to conduct a specified investment management business related to real property;

(ix)if the applicant for registration intends to conduct high-speed trading as part of its financial instruments business, the following documents:

(a)if the applicant for registration is an individual domiciled in a foreign state, the following documents:

1.an extract copy of the certificate of residence of the agent in Japan (or, if the agent in Japan is a corporation, a certificate of registered information of the agent in Japan), or a document in lieu thereof;

2.if the former surname and given name of the agent in Japan are stated together with the current name of the agent in Japan in a written application for registration under Article 29-2, paragraph (1) of the Act, and the document specified in 1. is not a document certifying the former surname and given name of the agent in Japan, a document certifying the former surname and given name;

(b)if the applicant for registration is an individual, a document prepared using Appended Form 1-2;

(c)the resume of the person responsible for the management of the business pertaining to the high-speed trading; and

(d)if the applicant for registration intends to conduct high-speed trading as part of the type-II financial instruments business (other than if the applicant for registration intends to conduct type-I financial instruments business or investment management business), a document calculating the net assets (meaning the net assets provided in Article 66-53, item (vii) of the Act; the same applies in Article 201, item (xxvii), (b), Article 202, item (xix) and Chapter V).

(x)in the case referred to in item (xii) of the preceding Article, a document explaining the outline of the Cryptoassets and Financial Indicators set forth in that item.

Article 10(1)The documents to be specified by Cabinet Office Order as referred to in Article 29-2, paragraph (2), item (iii) of the Act are as follows:

(i)the latest balance sheet (including notes in reference thereto) and the latest profit and loss statement (including notes in reference thereto);

(ii)if the applicant for registration intends to conduct type-I financial instruments business or investment management business, the following documents:

(a)a document stating the calculated net assets (meaning the net assets prescribed in Article 29-4, paragraph (1), item (v), (b) of the Act; hereinafter the same applies in this Chapter (excluding Article 201, item (xxvii), (b) and Article 202, item (ix));

(b)a document stating the major shareholders' (meaning the major shareholders defined in Article 29-4, paragraph (2) of the Act; hereinafter the same applies in this item, Article 38-2, Article 38-5, Article 199, item (xi), (c), Article 201, item (xx), Article 202, item (v), (b), and item (xvi), Article 208-31, paragraph (1), item (xi) and paragraph (2), item (viii), and Article 208-32, item (ix)) trade names or names, and the locations of their head offices or principal offices (if a major shareholder is an individual, the domicile or residence), as well as the number of the subject voting rights held by the major shareholders (meaning the subject voting rights defined in Article 29-4, paragraph (2) of the Act, and including those deemed to be held pursuant to the provisions of paragraph (5) of that Article);

(c)in cases of a foreign corporation, a document evidencing that a confirmation under Article 29-4, paragraph (1) item (v), (f) of the Act has been made with regard to a person equivalent to a major shareholder, or any document equivalent thereto;

(iii)if the applicant for registration intends to conduct type I financial instruments business, the following documents (in cases of conducting only type-I small amount electronic public offering service, excluding the documents specified in (b) and (c)):

(a)if the applicant for registration is a foreign corporation, a document evidencing that the applicant for registration is a person conducting the same type of business as the type I financial instruments business in a foreign state in accordance with the laws and regulations of the foreign state (including a person prescribed in Article 15-8 of the Order);

(b)a document stating the calculated ratio prescribed in Article 29-4, paragraph (1), item (vi), (a) of the Act;

(c)if the applicant for registration intends to conduct any business pertaining over-the-counter derivatives transactions, etc. (excluding an electronic trading platform management service) or any business pertaining to the wholesale underwriting of securities, the following documents:

1.the resume of the person in charge of the management of the business;

2.the internal rules regarding the business;

3.the contracts to be used in transactions with customers in connection with the business;

(d)if the applicant for registration intends to conduct an electronic trading platform management service, the following matters:

1.the resume of the person responsible for the management of the electronic trading platform management service;

2.the internal rules concerning the electronic trading platform management service;

3.contracts to be used for the transactions with customers in relation to the electronic trading platform management service and their attachments; and

4.an appraisal report issued by a person having no special interest relationship with the registration application in relation to the matters specified in Article 8, item (vi), (g), 9.

(2)If the applicant for registration attaches the documents specified in item (i) of the preceding paragraph, if the balance sheet (including notes in reference thereto) has been prepared by means of an electronic or magnetic record, or if a profit and loss statement (including notes in reference thereto) has been prepared by means of an electronic or magnetic record, instead of as written documents, such applicant for registration may attach the electronic or magnetic record (limited to those specified in the following Article) in lieu of documents.

(Electronic or Magnetic Records)

Article 11(1)The electronic or magnetic record to be specified by Cabinet Office Order as referred to in Article 29-2, paragraph (3) and Article 33-3, paragraph (3) of the Act must have a structure specified in the following:

(i)a 90mm flexible magnetic disc cartridge which complies with X6223 of the Japanese Industrial Standards under the Industrial Standardization Act (Act No. 185 of 1949) (hereinafter referred to as the "JIS"); or

(ii)a 120mm optical disc conforming to JIS X0606 and X6282.

(2)Entry onto an electronic or magnetic record as set forth in item (i) of the preceding paragraph must be completed by the following means:

(i)with regard to the track format, the method designated by the JIS X6225; and

(ii)with regard to volume and file configuration, the means designated by the JIS X0605.

(3)With regard to the electronic or magnetic record set forth in paragraph (1), a document containing the following matters must be affixed:

(i)the trade name or name of the applicant for registration; and

(ii)the date of application.

(Public Inspection of the Registry of Financial Instruments Business Operators)

Article 12A competent Director-General of a Local Finance Bureau, etc. is to keep the registry of financial instruments business operators containing information on the financial business operators to which such person has granted registrations, at the local finance bureau with jurisdiction over the location of the relevant financial instruments business operator's head office, etc. (if such location falls within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, at the Fukuoka Local Finance Branch Bureau; or if the financial instruments business operator has no business office or other office in Japan, at the Kanto Finance Bureau), and make it available for public inspection.

(Criteria for Examination of the Structure of Personnel)

Article 13When conducting an examination under Article 29-4, paragraph (1), item (i), (e) of the Act (including as applied mutatis mutandis pursuant to Article 31, paragraph (5) of the Act) as to whether the applicant for registration lacks a structure of personnel sufficient to conduct a financial instruments business in an appropriate manner, it is to be examined whether the applicant for registration falls under any of the following criteria:

(i)that the applicant for registration is found not to be able to conduct the business in a proper manner, considering status of securing officers or employees having sufficient knowledge and experience for conducting the business as well as its organizational structure;

(ii)that the applicant for registration is found to be likely to cause a loss of confidence in a financial instruments business, on the grounds of having any officer or employee with qualities unfit for the operation of the business in light of such officer's or employee's career, relationship with the organized crime group set forth in Article 2, item (ii) of the Act on Prevention of Illegal Acts by Organized Crime Group Members (Act No. 77 of 1991) or relationship with the organized crime group members set forth item (vi) of that Article or any other circumstances;

(iii)that, if the applicant for registration intends to conduct business related to commodities investment pertaining to racehorses, such applicant for registration does not fall under the following:

(a)that the applicant for registration has been given guidance in advance by the Japan Racing Association or the National Association of Racing;

(b)that the business related to commodities investment to be conducted by the applicant for registration only falls under either the business related to investment in racehorses pertaining to the rights specified in Article 7, item (iv), (d), 1. or the business related to investment in racehorses pertaining to the rights specified in Article 7, item (iv), (d), 2.;

(c)that, if the applicant for registration intends to conduct a business related to investment in racehorses pertaining to the rights specified in Article 7, item (iv), (d), 2., such applicant for registration has obtained a registration under Article 13, paragraph (1) of the Horse Racing Act (including as applied mutatis mutandis pursuant to Article 22 of that Act);

(iv)that, if the applicant for registration intends to conduct a business of transaction, etc. of beneficial interest in real property trust, such applicant for registration does not fall under the following requirements:

(a)that the applicant for registration has assigned its officers or employees having expert knowledge of and experience in transactions related to building lots or buildings to each of the following sections:

1.the section in charge of supervising the business of transaction, etc. of beneficial interest in real property trust;

2.the section in charge of the internal audit;

3.the section in charge of the affairs related to instructions for ensuring compliance with the laws and regulations, etc. (meaning the laws and regulations, disposition of administrative agencies issued under the laws and regulations, or other rules such as the articles of incorporation; the same applies in Article 44, item (i), (a), Article 49, item (iv), (a), 3., Article 199, item (vii) and item (xiii) (a), Article 200, item (vi), Article 208-31, paragraph (1), item (viii), (a), Article 220, item (vii), (b), Article 223, item (x), Article 232-8, item (x), Article 241-2, item (iv), Article 246-23, item (iv), Article 246-30, item (i), Article 328, item (v) and Article 341, item (v));

(b)that the officers or the employees that are to conduct the business of transaction, etc. of beneficial interest in real property trust have sufficient expert knowledge of and experience in transactions of building lots or buildings which enable them to provide necessary explanations so that a customer is able to understand the matters specified in the items of Article 85, paragraph (1), in a manner and to the extent as may be required in light of the customer's knowledge, experience and conditions of property and in light of the purpose of the conclusion of a financial instruments transaction contract;

(v)that, if the applicant for registration intends to conduct a specified investment management business related to real property, such applicant for registration does not fall under the requirements specified by the Commissioner of the Financial Services Agency.

(A Person Unable to Properly Perform Business Pertaining to Financial Instruments Business Due to a Mental or Physical Disorder)

Article 13-2The person to be specified by Cabinet Office Order as referred to in Article 29-4, paragraph (1), item (ii), sub-item (a) of the Act is a person who is unable to adequately carry out the cognition, decision making, and communication necessary for properly performing business pertaining to Financial Instruments Business due to a mental impairment.

(Calculation of Net Assets)

Article 14(1)The net assets to be calculated under Article 29-4, paragraph (1), item (v), (b) of the Act (including as applied mutatis mutandis pursuant to Article 31, paragraph (5) of the Act) must be obtained by deducting the total amount to be inserted into the liabilities section of a balance sheet (excluding the total of the amounts set forth in the following items) from the total amount to be inserted into the assets section thereof:

(i)the financial instruments transaction liability reserve;

(ii)if, in connection with any other business conducted by the applicant for registration, such applicant has any allowance or reserve funds which are required to be inserted into the liabilities section under the laws and regulations and which may be characterized as retained earnings, such allowance or reserve funds.

(2)The appraisal of assets and liabilities set forth in the preceding paragraph must be made based on the value appraised in accordance with corporate accounting standards generally accepted as fair and appropriate as of the date of such calculation.

(3)In the case referred to in the preceding paragraph and in the case of falling under any of the following items, the amount prescribed in each of the relevant items is treated as the appraisal value:

(i)if any monetary claim, or bond certificate without a market price is likely to become uncollectible: the amount after the deduction of the estimate of the uncollectible amount;

(ii)if, with regard to shares without a market price, the status of the assets of the company issuing such shares has deteriorated substantially: the amount after an appropriate reduction;

(iii)if the market value of the current assets other than those specified in the preceding two items is substantially lower than the book value thereof, and if it is found that unlikely that such value will recover to the level of the book value: such market value;

(iv)if, with regard to the fixed assets other than those specified in item (i) or (ii), any underdepreciation or unpredictable impairment has arisen: the amount after deduction of the underdepreciation, or an amount after an appropriate reduction;

(v)if any underdepreciation with regard to deferred assets has arisen: the amount after deduction of the underdepreciation.

(A Person Unable to Properly Exercise the Right of a Shareholder Due to a Mental or Physical Disorder)

Article 14-2The person to be specified by Cabinet Office Order as referred to in Article 29-4, paragraph (1), item (v), sub-item (d), 1. and sub-item (e), 3., a. of the Act (including the cases where these provisions are applied mutatis mutandis pursuant to Article 31, paragraph (5) of the Act) is a person who is unable to adequately carry out the cognition, decision making, and communication necessary for properly exercising the right of a shareholder due to a mental impairment.

(Facts Presumed to Have Material Influence on Decisions on a Company's Financial and Operational Policies)

Article 15The facts specified by Cabinet Office Order as referred to in Article 29-4, paragraph (2) of the Act (including as applied mutatis mutandis pursuant to Article 31, paragraph (5) of the Act) are as follows:

(i)that any officer or employee, or person that has formerly held such positions and would have an influence on the decision on the company's financial policies and operational or business policies has assumed the position of the company's director, executive officer or any other position equivalent thereto;

(ii)that any important loan has been extended to the company;

(iii)that any important technology is furnished to the company;

(iv)that there exist any important operational or business transactions with the company;

(v)that there exists any other fact implying a material influence on decisions on the company's financial policies and operational or business policies.

(Voting Rights Excluded from Voting Rights Held Considering the Manner of Holding or Other Circumstances)

Article 15-2The voting rights to be specified by Cabinet Office Order as referred to in Article 29-4, paragraph (2) of the Act (including as applied mutatis mutandis pursuant to Article 31, paragraph (5) of the Act) are as follows:

(i)the voting rights held by a person engaged in the trust business (meaning the trust business defined in Article 2, paragraph (1) of the Trust Business Act (Act No. 154 of 2004)) as the trust property (excluding the voting rights regarding which that person has been granted the authority to exercise, or the authority to give instruction as to the exercise thereof);

(ii)the voting rights pertaining to the shares or equity owned by a corporation, if a person having the authority of representation for such corporation or a manager having the authority to act as an agent therefor has been granted the authority to exercise the voting rights or to give instruction as to the exercise thereof or the authority required for making an investment, based on such authority of representation or authority to act as an agent;

(iii)the voting rights pertaining to the company's shares owned by a person entrusted with such company's shares acquired (excluding the voting rights regarding which the person so entrusted has been granted the authority to exercise or the authority to give instruction as to the exercise thereof), if an officer or employee of the company has acquired the company's shares jointly with another officer or employee of the company (limited to the acquisition under a certain program wherein the shares are continuously acquired without depending on the individual's investment decisions, and in the amount to be contributed by each of the officers or employees on each occasion is less than one million yen) (in the case of acquisition of any share other than those acquired by the company pursuant to the provisions of Article 156, paragraph (1) of the Companies Act (Act No. 86 of 2005) (including as applied pursuant to the provisions of Article 165, paragraph (3) of that Act following the deemed replacement of terms), the above is limited to cases in which the acquisition was conducted based on an entrustment to a financial instruments business operator);

(iv)the voting rights pertaining to shares or equity owned by heirs as their inherited property (limited to the shares or equity owned prior to the day when the heir (excluding the case of a joint inheritance) gave an unqualified acceptance (including if an unqualified acceptance is deemed to have been given) or a qualified acceptance, or the shares or equity which the coheirs of such inherited property have not yet divided);

(v)the voting rights pertaining to the shares owned by a person engaged in a securities-related business in the course of business pertaining to the underwriting of securities (excluding shares owned on or after the day immediately following the payment date for the shares (or on or after the day immediately following the delivery date for the shares, in cases of the secondary distribution of securities or solicitation for selling, etc. only for professional investors) (if the person in question implements the items listed in Article 2, paragraph (6), item (iii) of the Act, the day when five days (Sunday and the number of holidays defined in Article 14-5 of the Order do not be included in the five days) elapse from the day when the share option certificates pertaining to unexercised share options as defined in that item are acquired)); and

(vi)the voting rights held by the banks' shareholding purchase corporation.

(Total Asset Value)

Article 16(1)The total amount of assets calculated in accordance with the means specified by Cabinet Office Order as referred to in Article 29-4, paragraph (3) of the Act (including as applied mutatis mutandis pursuant to Article 31, paragraph (5) of the Act; hereinafter the same applies in this Article) is the total amount of assets specified in the latest balance sheet of the company (or, if the first business year of the company after its incorporation is not completed, the balance sheet as of the day of the incorporation of the company), and if an issuance of shares for subscription provided in Article 199, paragraph (1) of the Companies Act, delivery of shares as a result of the exercise of share options, issuance of corporate bonds, share exchange, share delivery, merger, company split, acquisition of business, transfer of business or any other material change in the company's assets occurs after the last day of the business year pertaining to the balance sheet (or, if the first business year of the company after its incorporation is not completed, after the day of the incorporation of the company), the amount after adding or deducting the changes in the total asset value as a result of these changes applies.

(2)The assets to be specified by Cabinet Office Order as referred to in Article 29-4, paragraph (3) of the Act are loans from the parent company of a financial instruments business operator (meaning a parent company provided in Article 57-2, paragraph (8) of the Act, and limited to a company designated by the Commissioner of the Financial Services Agency) to its subsidiary company (meaning a subsidiary company provided in Article 29-4, paragraph (4) of the Act, and limited to a company designated by the Commissioner of the Financial Services Agency) and any other assets to be designated by the Commissioner of the Financial Services Agency.

(3)The amount to be calculated by the method specified by Cabinet Office Order as referred to in Article 29-4, paragraph (3) of the Act is the total amount of assets provided in the preceding paragraph, as stated in the financial statements and its annexed detailed statements pertaining to the final business year of the company prepared pursuant to Article 435, paragraph (2) of the Companies Act (or, if the first business year of the company after its incorporation is not completed, the total amount of assets provided in that paragraph as stated in the balance sheet as of the time of incorporation of the company).

(Publication of Trade Name and Other Information by Type-I Small Amount Electronic Public Offering Service Provider)

Article 16-2(1)When a type-I small amount electronic public offering service provider makes a publication under Article 29-4-2, paragraph (8) of the Act, it must make sure that the matters provided in that paragraph are clearly and accurately indicated, in an easily visible location for the person intending to inspect the matters, on the screen of a computer used by the person.

(2)The matters specified by Cabinet Office Order as referred to in Article 29-4-2, paragraph (8) of the Act are as follows:

(i)the fact that the person is a type-I small amount electronic public offering service provider;

(ii)the name of the financial instruments firms association to which the person is a member (if the person is not a member of any financial instruments firms association with principal association members or members that are persons conducting type I financial instruments business that the type I small amount electronic public offering service provider conducts (limited to the business which falls under the category of the securities-related businesses), to that effect);

(iii)whether the person is a member of any investor protection fund (if the person is not a member, including the fact that claims held by the customers against the type-I small amount electronic public offering service provider are not eligible as claims subject to compensation provided in Article 79-56, paragraph (1) of the Act);

(3)The means to be specified by Cabinet Office Order as referred to in Article 29-4-2, paragraph (8) of the Act are the means whereby the contents of information recorded into the files stored on the computer used by a type-I small amount electronic public offering service provider are made available for public inspection via a telecommunications line.

(Total Issue Value and Method of Calculation of Amount to Be Paid by Persons Acquiring Securities)

Article 16-3(1)The method specified by Cabinet Office Order as referred to in Article 15-10-3, item (i) of the Order means the method of adding up the total issue value of the securities subject to public offering or private placement (limited to those for which handling of public offering or handling of private placement is conducted as type-I small amount electronic public offering service or type-II small amount electronic public offering service) (if the securities are share option certificates, this refers to the sum of the total issue value of the share option certificates and the total amount to be paid upon the exercise of the share options pertaining to the share option certificates; hereinafter the same applies in this paragraph) and the total issue value of the securities of the same type (meaning the difference as to whether the securities fall under the category of the securities specified in Article 2, paragraph (1), item (ix) of the Act or the rights specified in item (v) or (vi) of that paragraph which are deemed as securities pursuant to paragraph (2) of that Article; the same applies in the following paragraph) as the securities subject to the public offering or private placement to be implemented by the same issuer for the same subscription period (meaning the subscription period provided in Article 70-2, paragraph (2), item (iv)) subject to the public offering or private placement of the securities as the public offering or private placement implemented by the same issuer within one year before the day of the commencement of the public offering or private placement of the securities (the relevant securities of the same type are limited to those for which handling of public offering or handling of private placement has been or is conducted as type-I small amount electronic public offering service or type-II small amount electronic public offering service).

(2)The method specified by Cabinet Office Order as referred to in Article 15-10-3, item (ii) of the Order means the method of adding up an individual payment amount (meaning the respective amounts to be paid by persons acquiring the securities; and if the securities are share option certificates, this refers to the sum of such amount and the amount to be paid upon the exercise of the share options pertaining to the share option certificates; hereinafter the same applies in this paragraph) for the securities subject to public offering or private placement and the individual payment amount for the public offering or private placement of the securities of the same type as the securities issued by a same issuer subscribed for or paid within a year before the day of the payment for the public offering or private placement for the securities.

(Publication of Trade Name and Other Information by Type-II Small Amount Electronic Public Offering Service Provider)

Article 16-4(1)When a type-II small amount electronic public offering service provider makes a publication under Article 29-4-3, paragraph (3) of the Act, it must make sure that the matters provided in that paragraph are clearly and accurately indicated, in an easily visible location for the person intending to inspect the matters, on the screen of a computer used by the person.

(2)The matters specified by Cabinet Office Order as referred to in Article 29-4-3, paragraph (3) of the Act are as follows:

(i)the fact that the person is a type-II small amount electronic public offering service provider; and

(ii)the name of the financial instruments firms association to which the person is a member (if the person is not a member of any financial instruments firms association with principal association members or members that are persons conducting type II financial instruments business that the type II small amount electronic public offering service provider conducts (limited to the business which falls under the category of the securities-related businesses), to that effect).

(3)The means to be specified by Cabinet Office Order as referred to in Article 29-4-3, paragraph (3) of the Act are the means whereby the contents of information recorded into the files stored on the computer used by a type-II small amount electronic public offering service provider available for public inspection via telecommunications line.

(Measures Concerning the Transfer of Securities Related to Solicitation for Acquisition by Financial Instruments Business Operators who Engage in Investment Management Business for Qualified Investors)

Article 16-5(1)The measures specified by Cabinet Office Order as referred to in Article 15-10-6, item (i) of the Cabinet Order are technical measures to make it impossible to transfer the relevant financial values to persons other than Qualified Investors.

(2)The matters provided for by Cabinet Office Order as defined in Article 15-10-6, item (ii) of the Cabinet Order are the following matters:

(i)The person who intends to acquire does not transfer the Securities that were acquired in response to said Solicitation for Acquisition (meaning the Solicitation for Acquisition defined in Article 2, paragraph (3) of the Act; the same applies in the following item) to persons other than Qualified Investors; and

(ii)in cases where a person who intends to acquire, transfers said Securities acquired in response to said Solicitation for Acquisition, it should be notified to the other party that it is a condition for purchase between a person who implements the Solicitation for Selling, etc. of said Securities (meaning the Solicitation for Selling, etc. defined in Article 2, paragraph (4) of the Act; hereinafter the same applies in this item) and a person who intends to purchase said Securities in response to the Solicitation for Selling, etc., to conclude a contract pertaining the transfer for which it is stipulated that the person who intends to purchase does not transfer said purchased Securities to a person other than Qualified Investors.

(Persons in Close Relationship with Financial Instruments Business Operators)

Article 16-5-2The persons to be specified by Cabinet Office Order as referred to in Article 15-10-7, item (iv) of the Order are the persons specified in the following:

(i)a subsidiary company, etc. (meaning a subsidiary company, etc. provided in Article 15-16, paragraph (3) of the Order; hereinafter the same applies in this item, Article 33, paragraph (2), Article 34, Article 123, paragraph (1), item (xxx), paragraph (11), item (iii), and paragraph (12), Article 125-7, paragraph (2), item (ii), Section 6 and Section 6-2) of the financial instruments business operator, or a subsidiary company, etc. of the parent company, etc. (meaning a parent company, etc. provided in Article 15-16, paragraph (3) of the Order; the same applies in Article 123, paragraph (11), item (iii), and paragraph (12), Article 125-7, paragraph (2), item (ii), Section 6 and Section 6-2) of the financial instruments business operator;

(ii)a person that has received an entrustment of all or part of the authority for the investment of a set of investment property to be conducted by the financial instruments business operator;

(iii)a person that has concluded a contract with the financial instruments business operator in which the party promises to provide the financial instruments business operator with oral, written (excluding newspapers, magazines, books, or any other written work that is issued for sale to many and unspecified persons and which many and unspecified persons can buy as needed) or any other form of advice on the value, etc. of assets for transaction (hereinafter referred to as "transaction assets" in this item) ("value, etc." means the value of transaction assets, amount of consideration for options or trends in indicators relating to the transaction assets; hereinafter the same applies in this item) to be conducted by the financial instruments business operator as an investment of a set of investment property or investment decisions based on the analysis of the value, etc. (meaning decisions as to the types, quantities and prices of assets for investment, whether the type of transaction is purchase or sale, the methods and timing of the transactions or decisions on the details and timing of the transactions to be conducted), and the financial instruments business operator promises to pay remuneration for this, or a person that has concluded a contract with the person in which such person promises to provide the other party with advice on investment decisions by these methods and the other party promises to pay remuneration for this;

(iv)an officer or employee of the person specified in Article 15-10-7, item (iii) of the Order and the preceding three items; and

(v)a relative of the person specified in Article 15-10-7, items (i) and (ii) of the Order and the preceding three items (limited to a spouse and a relative by blood or by affinity within the third degree).

(Persons Equivalent to Professional Investors)

Article 16-6The persons provided for by Cabinet Office Order defined in Article 29-5, paragraph (3) of the Act are the following persons:

(i)a person specified in Article 17-12, paragraph (1), items (iii) through (v), item (viii), item (ix), item (xii), item (xiv) or item (xv) of the Order; and

(ii)a counterparty to the private placement or handling of private placement of equity in the business subject to investment to be acquired (meaning the right specified in Article 2, paragraph (2), item (v) or (vi) of the Act; the same applies hereinafter) which is specified in the items of Article 233-3.

(Persons Excluded as Qualified Investors)

Article 16-7The person provided for by Cabinet Office Order defined in Article 29-5, paragraph (4), item (iii) of the Act is a special purpose company (meaning a special purpose company as defined in Article 33, paragraph (2)), for which a person other than qualified investors has acquired the right indicated on securities, which are issued by the person listed in Article 2, paragraph (1) items (v), (ix), or (xv) of the Act or securities listed n item (xvii) of that paragraph (limited to those that have the nature of securities listed in items (v), (ix), or (xv) of that paragraph) or the right listed in paragraph (2), item (iii) or item (iv) of that Article (excluding the right with which the delivery of the property cannot be received over the amount receivable of the acquisition).

(Contents and Method of Business to be Authorized)

Article 17The matters to be specified by Cabinet Office Order as referred to in Article 30-3, paragraph (2) of the Act are as follows:

(i)the types of transactions to be conducted under the proprietary trading system operation;

(ii)the name and job title of the person responsible for the management of the proprietary trading system operation;

(iii)the name and organizational structure of the section in charge of the proprietary trading system operation (if a part of the proprietary trading system operation is to be entrusted to any other person, including such person);

(iv)the types, issues and minimum transaction units of the securities to be handled under the proprietary trading system operation;

(v)the conditions for starting transactions with customers pertaining to the proprietary trading system operation, and the methods of management of customers;

(vi)the method for deciding the trading price;

(vii)the method of publication of the price information such as quotes, trading price and others;

(viii)the outline, location, volume and maintenance method of the electronic data processing system to be used for the proprietary trading system operation, and the method of handling cases in which a malfunction of the electronic data processing system occurs;

(ix)the method of transfer or other settlement procedures for the securities related to the proprietary trading system operation, and the method of handling if a customer defaults on a contract;

(x)the particulars of the granting of credit with regard to entrustment for a purchase and sale of securities by a financial instruments business operator which is a customer;

(xi)the method for the preparation and preservation of the transaction records for the proprietary trading system operation;

(xii)the frequency of the inspection on the status of the execution of the proprietary trading system operation, and the name and structure of the section in charge of such inspection; and

(xiii)any other important matter related to the risk management concerning loss or to assurance of fairness of the transactions, in regard to the proprietary trading system operation.

(Documents to Be Attached to Written Application for Authorization)

Article 18The documents to be specified by Cabinet Office Order as referred to in Article 30-3, paragraph (2) of the Act are as follows:

(i)the resume of a person responsible for the management of the proprietary trading system operation;

(ii)the internal rules regarding the proprietary trading system operation;

(iii)the contracts to be used for transactions with customers, in connection with the proprietary trading system operation; and

(iv)the appraisal statement on matters specified in item (viii) of the preceding Article, which is prepared by a person having no special interest in the authorization applicant.

(Contents and Method of Business to Be Examined)

Article 19The contents and method of business to be specified by Cabinet Office Order as referred to in Article 30-4, item (v) and Article 31, paragraph (6) of the Act are as follows:

(i)the matters specified in Article 17, items (v), (viii), (x), and (xi); and

(ii)any other important matters related to the assurance of the fairness of transactions to be conducted under the proprietary trading system operation.

(Notification of Change to Matters Specified in Written Application for Registration)

Article 20(1)A financial instruments business operator which intends to file the notification under Article 31, paragraph (1) of the Act must submit to the Commissioner of the Financial Services Agency or other competent official a written notification stating the particulars and date of and reason for the change, attaching a document stating the particulars after such change prepared in accordance with Appended Form No. 1, a copy thereof and the documents specified in the following items in accordance with the categories of the cases respectively set forth therein; provided, however, that the documents specified in each of the following items may be filed without delay after submission of the notification, if any unavoidable ground exists:

(i)if there has been any change to the matters specified in Article 29-2, paragraph (1), item (i) of the Act: the following documents:

(a)a certificate of registered information (in cases of an individual, an extract of residence certificate) stating the matters relating to the change or a document in lieu thereof; and

(b)if the former surname and given name are stated together with the current name in a document setting forth the matters after the change prepared using Appended Form 1, and the document specified in (a) is not a document certifying the former surname and given name, a document certifying the former surname and given name;

(ii)if there has been any change to the matters specified in Article 29-2, paragraph (1), item (ii) of the Act or the matters specified in Article 7, item (xii): the certificate of the registered matters containing the particulars so changed, or any other document in lieu thereof;

(iii)if there has been any change to the matters specified in Article 29-2, paragraph (1), item (iii) or (iv) of the Act: the following documents:

(a)a document stating the systems for business execution, such as the structure of personnel and the organization pertaining to the business;

(b)if there has been any change to officers, the certificate of the registered matters containing the particulars so changed, or any other document in lieu thereof;

(c)the following documents in relation to a person that has newly assumed the position of officer or major employee:

1.the resumes (if the officer is a corporation, the document containing the background of the officer);

2.the extracts of the certificates of residence (if the officer is a corporation, the certificate of the registered matters of the officer), or any other document in lieu thereof;

3.if the former surname and given name are stated together with the current name in a document setting forth the matters after the change prepared using Appended Form 1, and the document specified in 2. is not a document certifying the former surname and given name, a document certifying the former surname and given name;

4.the certificate issued by public agency evidencing that none of the officers or employees falls under Article 29-4, paragraph (1), item (ii), sub-item (b) of the Act, or any other document in lieu thereof;

5.the documents in which each of the officers and major employees pledges that they do not fall under any of Article 29-4, paragraph (1), item (ii), sub-items (a) or (c) through (i) of the Act;

6.in cases where the Financial Instruments Business Operator is a juridical person, a document to pledge that it does not fall under Article 29-4, paragraph (1), item (ii) of the Act (limited to the part pertaining to sub-item (a)); and

7.in cases where the Financial Instruments Business Operator is an individual, a document to pledge that it does not fall under Article 29-4, paragraph (1), item (iii) of the Act (limited to the part pertaining to item (ii), sub-item (a) of that paragraph);

(iv)if there has been any change to the matters specified in Article 29-2, paragraph (1), item (x)of the Act (but only if the business office or other office has been abolished): a document containing the details of the treatment of a customer's account incidental to such change;

(v)in the case of any change in the matters specified in Article 7, item (iii)-2 (but only if the applicant is to conduct an electronic trading platform management service), the following documents:

(a)the resume of the person responsible for the management of the electronic trading platform management service;

(b)the internal rules concerning the electronic trading platform management service;

(c)contracts to be used for the transactions with customers in relation to the electronic trading platform management service and their attachments; and

(d)an appraisal report issued by a person having no special interest relationship with the notifying person in relation to the matters specified in Article 8, item (vi), (g);

(vi)if there has been any change to the matters specified in Article 7, item (iv), (d) (but only if the financial instruments business operator has come to be engaged in the business related to investment in racehorses): a document evidencing that it does not fall under the criteria specified in Article 13, item (iii);

(vii)if there has been any change to the matters specified in Article 7, item (vi) (but only if the financial instruments business operator has come to be engaged in the business of transaction, etc. of beneficial interest in real property trust): a document evidencing that it does not fall under the criteria specified in Article 13, item (iv);

(viii)if there has been any change to the matters specified in Article 7, item (vii) (but only if the financial instruments business operator has come to be engaged in the specified investment management business related to real property): a document containing the matters related to the ability to execute the business in cases of conducting the specified investment management business related to real property;

(ix)in the case of any change in the matters specified in Article 7, item (x), the following documents relating to the person that newly assumed the position of the agent in Japan:

(a)an extract copy of the certificate of residence (or, if the agent in Japan is a corporation, a certificate of registered information of the agent in Japan), or a document in lieu thereof; and

(2)If the Commissioner of the Financial Services Agency or other competent official has received from any financial instruments business operator a notification on the relocation of the head office, etc. filed beyond the jurisdictional district of the competent finance bureau commissioner, etc., the commissioner or official is to send or instruct to send the written notification, the portion of the registry of financial instruments business operators pertaining to the financial instruments business operator and any other documents to the Director-General of a Local Finance Bureau with jurisdiction over the relocated address of the head office, etc. notified thereunder (if such location falls within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, to the Director-General thereof; or if the financial instruments business operator has no business office or other office in Japan, to the Director-General of the Kanto Finance Bureau).

(3)The Director-General of a Local Finance Bureau or the Director-General of the Fukuoka Local Finance Branch Bureau who has received the documents sent pursuant to the provisions of the preceding paragraph is to register the matters related to the financial instruments business operator in the registry of financial instruments business operators.

(Specified Business Outline, etc.)

Article 20-2The business outline or business method specified by Cabinet Office Order as referred to in Article 31, paragraph (3) of the Act is what newly becomes the Cryptoasset or Financial Indicator referred to in Article 8, item (xii).

(Notification on Change of Contents or Method of Business)

Article 21A financial instruments business operator which intends to file the notification under Article 31, paragraph (3) of the Act must submit to the Commissioner of the Financial Services Agency or other competent official a written notification stating the particulars and the scheduled or actual date of and reason for the change, attaching a document stating the matters specified in the items of Article 8 (limited to those matters whose details have been changed), the documents specified in Article 9, item (ix), sub-item (c) and item (x) (limited to those with changes in contents) and the documents provided in Article 20, paragraph (1), item (v) (limited to those with changes in contents).

(Applying for Registration of Changes)

Article 22(1)A financial instruments business operator which intends to obtain the registration of a change under Article 31, paragraph (4) of the Act must submit to the Commissioner of the Financial Services Agency or other competent official a written application for a registration of change prepared in accordance with Appended Form No. 1, attaching a copy thereof.

(2)A document stating the particulars of and reason for the change as well as the following documents (limited to the documents pertaining to the business to be newly conducted (including electronic public offering services and high-speed trading)) must be attached to a written application for a registration of change set forth in the preceding paragraph:

(i)a document in which the financial instruments business operator pledges that it does not fall under any of the items of Article 29-4, paragraph (1) of the Act (excluding items (i) through (iii), item (iv), (d), item (v), (c) and item (vii) (limited to the part pertaining to Article 66-53, item (vi), (c) of the Act);

(ii)a document stating the matters specified in the items of Article 8; and

(iii)a document as specified in the items of Article 9 and the items of Article 10, paragraph (1).

(3)The provisions of Article 10, paragraph (2) apply mutatis mutandis if any of the documents specified in item (iii) of the preceding paragraph (limited to those specified in item (i), paragraph (1) of that Article) is to be attached.

(Application for Authorization of Change)

Article 23(1)A financial instruments business operator which intends to obtain the authorization under Article 31, paragraph (6) of the Act must submit to the Commissioner of the Financial Services Agency or other competent official a written application for authorization stating the following particulars:

(i)the trade name;

(ii)the registration date and registration number; and

(iii)the particulars and reasons for change.

(2)The document stating the matters specified in the items of Article 17 (limited to the those matters whose details have been changed) and the documents specified in the items of Article 18 (limited to those matters whose details have been changed) must be attached to a written application for authorization set forth in the preceding paragraph.

(Criteria for Authorization of Change)

Article 24When the Commissioner of the Financial Services Agency or other competent official intends to grant the authorization under Article 31, paragraph (6) of the Act, the commissioner or official must examine whether the applicant complies with the criteria specified in Article 30-4, item (i) or (v) of the Act.

(Notification of Deposit for Operations)

Article 25(1)A person that has completed making a deposit pursuant to the provisions of Article 31-2, paragraph (1), (4) or (8) of the Act must submit to the Commissioner of the Financial Services Agency or other competent official, a written notification of deposit prepared in accordance with Appended Form No. 2, attaching the original of the certificate of deposit relevant to such deposit.

(2)If a financial instruments business operator (limited to an individual engaged in type-II financial instruments business or a person engaged only in investment advisory and agency business; the same applies in Article 27 and Article 28) intends to replace the items already deposited, such financial instruments business operator must, after having completed the new deposit of the replacement items, submit to the Commissioner of the Financial Services Agency or other competent official a written notification stating to that effect, attaching the original of the certificate of deposit relevant to the replacement deposit.

(3)When the Commissioner of the Financial Services Agency or other competent official receives the original copy of the deposit certificate set forth in the preceding two paragraphs, the commissioner or official must deliver a custody certificate to the depositor.

(Counterparties to Contracts in Lieu of Deposits for Operation)

Article 26The financial institutions to be specified by Cabinet Office Order as referred to in Article 15-13 of the Order are a cooperative financial institution and the Shoko Chukin Bank Limited.

(Notification of Conclusion of Contracts in Lieu of Deposits for Operation)

Article 27(1)When any financial instruments business operator concludes a contract under Article 31-2, paragraph (3) of the Act, it must submit to the Commissioner of the Financial Services Agency or other competent official a written notification of the conclusion of a guarantee contract prepared in accordance with Appended Form No. 3 with a copy of the contract attached thereto, and must present the original of the contract.

(2)When a financial instruments business operator intends to effect any change or cancellation of a contract in lieu of deposit for operation, it must file an application for approval thereon with the Commissioner of the Financial Services Agency or other competent official by submitting a written application for approval of change of guarantee contract prepared in accordance with Appended Form No. 4 or a written application for approval of cancellation of guarantee contract prepared in accordance with Appended Form No. 5.

(3)When an application for approval under the preceding paragraph is filed, the Commissioner of the Financial Services Agency or other competent official is to examine whether the change or cancellation of the contract in lieu of deposit for operation by the financial instruments business operator which has filed the application for approval does not threaten to hider the protection of the investors.

(4)When a financial instruments business operator effects any change or cancellation of the contract in lieu of a deposit for operation based on approval granted by the Commissioner of the Financial Services Agency or other competent official, it must submit to the Commissioner of the Financial Services Agency or other competent official a written notification of a change of guarantee contract prepared in accordance with Appended Form No. 6 attaching a copy of the changed contract, or a written notification of the cancellation of a guarantee contract prepared in accordance with Appended Form No. 7 attaching a document evidencing the fact of the cancellation of the contract; and in addition, in the case of the change of the contract, the financial instruments business operator must present the original of the changed contract.

(Day of Commencement for Counting of Time Limit for Additional Deposit for Operation)

Article 28The day to be specified by Cabinet Office Order as referred to in Article 31-2, paragraph (8) of the Act is the day specified in the following items, in accordance with the reasons for a deficiency in the amount of the deposit for operation respectively set forth therein:

(i)if the financial instruments business operator has changed any of the terms of the contract under Article 31-2, paragraph (3) of the Act (hereinafter referred to as the "contract" in this and the following item) with an approval under Article 15-13, item (iii) of the Order (hereinafter referred to as the "approval" in the following item), as a result of which the amount of deposit for operation deposited as set forth in Article 31-2, paragraph (10) of the Act (including the contract amount set forth in paragraph (3) of that Article) has become less than the amount set forth in Article 15-12 of the Order: the day when the term of the contract was changed;

(ii)if the financial instruments business operator has cancelled the contract with the approval: the day of the cancellation of the contract;

(iii)if the procedures for execution of the right as set forth in Article 15-14 of the Order is implemented: the day when the financial instruments business operator received a copy of the payment entrustment document sent pursuant to the provisions of Article 11, paragraph (3) of the Cabinet Office Order on Security Finance Companies (Order of the Cabinet Office and the Ministry of Justice No. 3 of 2007);

(iv)if, for the purpose of implementing procedures for the execution of the rights as set forth in Article 15-14 of the Order, the Commissioner of the Financial Services Agency or other competent official has realized the deposited securities (including the book-entry transferred bond set forth in Article 278, paragraph (1) of the Act on Book-Entry Transfer of Corporate Bonds and Shares (Act No. 75 of 2001)), and has deposited the realized amount after deducting the realization expenses: the day on which the financial instruments business operator has received a notice under Article 12, paragraph (4) of the Regulation on Security Deposits by Financial Instruments Business Operators; or

(v)if a financial instruments business operator (limited to an individual only engaged in an investment advisory and agency business and an individual only engaged in type-II small amount electronic public offering service which is type-II financial instruments business) has obtained a registration of change under Article 31, paragraph (4) of the Act, as a person engaged in type-II financial instruments business: the day when such operator obtained the registration of change.

(Types of Securities Which May Be Substituted for Deposits for Operation)

Article 29The securities to be specified by Cabinet Office Order as referred to in Article 31-2, paragraph (9) of the Act are as follows. In this case, if the attribution of any right to be indicated on any of the following securities is to be determined based on statement or record of a book-entry transfer account book as referred to in the Act on Book-Entry Transfer of Corporate Bonds and Shares, such right is deemed to be the securities:

(i)national government bond securities;

(ii)municipal bond securities;

(iii)government-guaranteed bond certificates (meaning the securities specified in Article 2, paragraph (1), item (iii) of the Act, for which the government guarantees redemption of principal and interest payments; hereinafter the same applies in Article 65, item (i), (c));

(iv)corporate bond certificates or any other bond certificates designated by the Commissioner of the Financial Services Agency (excluding a registered bond certificate and a bond certificates issued by way of discounting, and also excluding the bonds certificates specified in the preceding item).

(Value of Securities Which May Be Substituted for Deposits for Operations)

Article 30(1)The value of the securities if the securities are to be substituted for a deposit for operations pursuant to the provisions of Article 31-2, paragraph (9) of the Act is the amount specified in the following items, in accordance with the categories of the securities respectively set forth therein:

(i)the securities specified in item (i) of the preceding Article: the face value thereof (if the attribution of the right pertaining to such securities is to be determined in accordance with the statement or record of the book-entry transfer account book as referred to in the Act on Book-Entry Transfer of Corporate Bonds and Shares, the amount stated or recorded in the book-entry transfer account book; hereinafter the same applies in this Article);

(ii)the securities specified in item (ii) of the preceding Article: the amount calculated by discounting the face value of 100 yen to 90 yen;

(iii)the securities specified in item (iii) of the preceding Article: the amount calculated by discounting the face value of 100 yen to 95 yen;

(iv)the securities specified in item (iv) of the preceding Article: the amount calculated by discounting the face value of 100 yen to 80 yen.

(2)With regard to the securities issued by way of discounting, the issue value after adding the amount calculated in accordance with the following formula is deemed to be the face value thereof, and the provisions of the preceding paragraph apply.

((face value - issue value) / the number of years from the date of issuance to the date of redemption) x the number of years from the date of issuance to the date of deposit

(3)For the purpose of calculation in accordance with the formula set forth in the preceding paragraph, if any fraction of less than one year arises with regard to the number of years from the date of issuance and the date of redemption and the number of years from the date of issuance to the date of deposit, or if any fraction of less than one yen arises with regard to the amount obtained by dividing the difference between face value and issue value by the number of years from the date of issuance to the date of redemption, that fraction is rounded down.

(Notification of Concurrent Holding of Officers' Positions)

Article 31(1)A notification under Article 31-4, paragraphs (1) and (2) of the Act (excluding the notification to be filed in the case of a resignation as set forth in those provisions) must be filed by submitting a written notification stating the following particulars to the Commissioner of the Financial Services Agency or other competent official:

(i)the person's name;

(ii)the trade name of the financial instruments business operator;

(iii)the title of the position assumed at the financial instruments business operator;

(iv)the trade name of the other company at which the person concurrently assumes the position of officer;

(v)the title of the position assumed at the company of which the person concurrently assumes the position, and information as to whether such person has been granted the authority of representation; and

(vi)the date of assumption of office, and the term of office.

(2)In the case referred to in the preceding paragraph, if any change to the matters specified in item (iv) or (v) of that paragraph arises, a written notification of the change of a concurrently held position stating the following particulars must be submitted to the Commissioner of the Financial Services Agency or other competent official:

(i)the person's name;

(ii)the trade name of the financial instruments business operator;

(iii)the title of the position assumed at the financial instruments business operator;

(iv)the particulars of the change; and

(v)the date of the change.

(3)A notification under Article 31-4, paragraphs (1) and (2) of the Act (limited to the notification to be filed in the case of a resignation as set forth in those provisions) must be filed by submitting a written notification stating the following particulars to the Commissioner of the Financial Services Agency or other competent official:

(i)the person's name;

(ii)the trade name of the financial instruments business operator;

(iii)the title of the position assumed at the financial instruments business operator;

(iv)the trade name of the company at which the person concurrently held the position of officer;

(v)the title of the position assumed at the company of which the person concurrently held the position, and information as to whether such person had been granted the authority of representation; and

(vi)the date of resignation.

(Persons Excluded from Being Defined as a Parent Corporation and Subsidiary Corporation)

Article 32The person to be specified by Cabinet Office Order as referred to in Article 15-16, paragraphs (1) and (2) of the Order is as follows:

(i)a person solely engaged in a business for the execution of the financial instruments business, etc., the financial instruments intermediary service or the securities, etc. intermediary business operations of any of the following parties:

(a)the party itself; or

(b)the party itself, and its parent corporation, etc. or subsidiary corporation, etc.;

(ii)a person solely engaged in business (excluding business related to the undisclosed information (limited to information which relates to customers of a financial instruments business, etc., a financial instruments intermediary service or securities, etc. intermediary business operations conducted by the issuer or by the party itself)) related to the execution of the business of any of the following parties (excluding a financial instruments business, etc., a financial instruments intermediary service and securities, etc. intermediary business operations):

(a)the party itself; or

(b)the party itself, and its parent corporation, etc. or subsidiary corporation, etc.;

(iii)a corporation or any other organization of a foreign state which has no business office, office or any other establishment equivalent thereto in Japan.

(Persons Which Fall Under the Category of Parent Company)

Article 33(1)The companies to be specified by Cabinet Office Order as referred to in Article 15-16, paragraph (3) of the Order are the following companies, etc. (meaning the companies, etc. prescribed in that paragraph; hereinafter the same applies in this Article through Article 35); provided, however, that this does not apply if it is clearly found that the company does not have control over the decision-making body (meaning the decision-making body specified in that paragraph; the same applies in item (ii), (e)) of other company, etc., in light of the financial, operational or business relationship therewith:

(i)a company, etc. which, on its own account, holds the majority of voting rights in another company, etc. (excluding another company, etc. which has been subject to an order for the commencement of bankruptcy proceedings, an order for the commencement of rehabilitation proceedings or an order for the commencement of reorganization proceedings or any other company, etc. equivalent thereto, regarding which it is found that no effective controlling interest exists; hereinafter the same applies in this paragraph);

(ii)a company, etc. which, on its own account, holds 40 percent or more but 50 percent or less of the voting rights in another company, etc., and which falls under any of the following requirements:

(a)that the voting rights held by the company, etc. on its own account, and by the voting rights held by any person having a close relationship with the company, etc. in terms of equity, personnel affairs, funding, technology, business transactions, etc. and therefore being likely to exercise the voting rights in concert with the intention of the company, etc. and by any person having consented to exercise the voting rights in concert with the intention of the company, etc. constitute a majority of the voting rights in that other company, etc.;

(b)that the officers or employees of the company, etc. or persons that have formerly been in such positions and would have an influence on the decision of such other company, etc. with regard to its financial policies and operational or business policies constitute a majority of the members of the board of directors or any other organ equivalent thereto of such other company, etc.;

(c)that there exist a contract, etc. concluded between the company, etc. and such other company, etc. which provides for control over decision of such other company, etc. with regard to any important financial, operational or business policies;

(d)that the company, etc. has financed (including the provision of a guarantee of obligation and the provision of securities; the same applies in (d) and Article 34, item (ii), (b)) more than half of the total amount of funds procured by such other company, etc. (limited to the amount inserted into the liability section of the balance sheet) (including if the amount financed by the company, etc., and the amount financed by a person with a close relationship with the company, etc. in terms of equity, personnel affairs, funding, technology, business transactions, etc. constitutes more than half of the total amount of the funds procured); or

(e)that there exists any other fact implying that the company, etc. controls the decision-making body of that other company, etc.;

(iii)the company, etc. which falls under any of the requirements specified in (b) through (e) of the preceding item, if the voting rights held by the company, etc. on its own account, and by the voting rights held by any person having a close relationship with the company, etc. in terms of equity, personnel affairs, funding, technology, business transactions, etc. and therefore being likely to exercise its voting rights in concert with the intention of the company, etc. and by any person having consented to exercise the voting rights in concert with the intention of the company, etc. constitute a majority of the voting rights in another company, etc. (including if the company, etc. does not hold voting rights on its own account).

(2)Notwithstanding the provisions of the preceding paragraph, with regard to a special purpose company (meaning a specific purpose defined in Article 2, paragraph (3) of the Act on Securitization of Assets (Act No. 105 of 1998) and an entity conducting the business equivalent thereto with a restriction on the change of business contents; the same applies hereinafter), if the purpose of the incorporation thereof is to make the owners of the securities it issues (including the creditors of the specific borrowing defined in paragraph (12) in that Article) enjoy the profit generating from assets that the special purpose company has acquired at a fair value, and if the business thereof is properly implemented in compliance with such purpose, such special purpose company is regarded as being independent of the companies, etc. which transferred the assets to it (hereinafter referred to as the "transferor company, etc." in this paragraph), and is presumed not to fall under the category of a subsidiary company, etc. of the transferor company, etc.

(Persons Classed as Affiliated Companies)

Article 34The affiliated companies, etc. to be specified by Cabinet Office Order as referred to in Article 15-16, paragraph (4) of the Order are as follows; provided, however, that this does not apply if it is clearly found that the company, etc. (including a subsidiary company, etc. of such company, etc.) is unable to have any material impact on the decision on the financial policies and operational or business policies of another company etc. except for a subsidiary company, etc., in light of its financial, operational or business relationship therewith:

(i)the other company, etc. except for a subsidiary company, etc., if a company, etc. (including a subsidiary company, etc. of such company, etc.) holds on its own account 20 percent or more of the voting rights in such other company, etc. except for a subsidiary company, etc. (excluding another company, etc. except for a subsidiary company, etc. which has been subject to an order for the commencement of bankruptcy proceedings, order for the commencement of rehabilitation proceedings or order for the commencement of reorganization proceedings, or another company, etc. except for a subsidiary company, etc. equivalent thereto, in which case it is found that the company, etc. would not be able to give any material impact on the decision on its financial policies and operational or business policies; hereinafter the same applies in this Article);

(ii)the other company, etc. except for a subsidiary company, etc. which falls under any of the following requirements, if the company, etc. (including a subsidiary company, etc. of such company, etc.) holds on its own account 15 percent or more but less than 20 percent of the voting rights in another company, etc. except for a subsidiary company, etc.:

(a)that any officer or employee of the company, etc. or any person that has formerly been in such a position and is able to give an impact on decision of its financial policies and operational or business policies of has assumed the position of its director, executive officer or any other position;

(b)that any important loan has been granted by the company, etc.;

(c)that any important technology is furnished by the company, etc.;

(d)that there exists any important operational or business transaction with the company, etc. in regard to distribution, purchasing or others; or

(e)that there exists any other fact implying that the company, etc. is able to have a material impact on the decision on its financial, operational or business policies;

(iii)the other company, etc. except for a subsidiary company, etc. which falls under any of the requirements listed in (a) through (e) of the preceding item, if 20 percent or more of the voting rights in such other company except for a subsidiary company, etc. is constituted by the voting rights held by the company, etc. (including a subsidiary company, etc. of such company, etc.) on its own account, and by the voting rights held by any person having a close relationship with the company, etc. in terms of equity, personnel affairs, funding, technology, business transactions, etc. and therefore is likely to exercise the voting rights in concert with the intention of the company, etc. and by any person having consented to exercise the voting rights in concert with the intention of the company, etc. (including if the company, etc. does not hold voting rights on its own account).

(Criteria for Determining Holding Voting Rights)

Article 35(1)For the purpose of determining the holding voting rights as set forth in Article 15-16, paragraph (5) of the Order, the voting rights held are to include the voting rights held under the name of any other person (or under a fictitious name; the same applies in Article 203, paragraph (1)), and the voting rights pertaining to shares or equity in any of the following cases (hereinafter referred to as the "shares, etc." in this Article):

(i)if a person has been granted the authority to exercise the voting rights in the company, etc. or the authority to give instructions as to the exercise thereof, under the provisions of a contract such as a monetary trust agreement or the laws;

(ii)if any person in special relationship as set forth in Article 15-10 of the Order holds the voting rights in the company, etc.;

(iii)if, pursuant to the provisions of Article 147, paragraph (1) or Article 148, paragraph (1) of the Act on Book-Entry Transfer of Corporate Bonds and Shares (including if these provisions are applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1) and Article 276 (limited to the parts pertaining to item (ii)) of that Act), a person may not assert the shares, etc. held by such person (including the shares, etc. pertaining to the voting rights which, pursuant to the provisions of this paragraph, are to be included in the voting rights held by the specified individual shareholder set forth in Article 15-16, paragraph (1), item (iv) of the Order) against the issuer thereof.

(2)Notwithstanding the provisions of the preceding paragraph, the voting rights held as set forth in that paragraph are not to include the voting rights pertaining to the following shares, etc.:

(i)the shares, etc. owned by a corporation, if a person with the authority of representation for such corporation or a manager having the authority to act as an agent therefor has been granted the authority to exercise the voting rights or to give instruction as to the exercise thereof or the authority required for making an investment, based on such authority of representation or authority to act as an agent;

(ii)the shares, etc. owned by heirs as their inherited property (limited to the shares, etc. owned prior to the day when the heir (excluding the case of a joint inheritance) gave an unqualified acceptance (including if an unqualified acceptance is deemed to have been given) or a qualified acceptance, or the shares, etc. which the coheirs of that inherited property have not yet divided).

Subsection 3 Major Shareholders

(Submission of Notification of Holding Subject Voting Rights)

Article 36A person that submits a notification of holding subject voting rights as set forth in Article 32, paragraph (1) of the Act pursuant to that paragraph must submit such notification prepared in accordance with Appended Form No. 8, attaching a copy thereof as well as the documents to be attached thereto under paragraph (2) of that Article, to the Director-General of a Local Finance Bureau with jurisdiction over the location of the head office, etc. (in the case of an individual, the domicile or residence) (or, if such location falls within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, to the Director-General thereof), in the case of a resident (meaning the resident set forth in the first sentence of Article 6, paragraph (1), item (v) of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949); hereinafter the same applies in this Chapter); or, to the Director-General of the Kanto Finance Bureau, in the case of a non-resident (meaning a non-resident as set forth in Article 6, paragraph (1), item (vi) of that Act; hereinafter the same applies in this Chapter).

(Matters to Be Specified in Notifications of Holding Subject Voting Rights)

Article 37(1)The matters to be specified by Cabinet Office Order as referred to in Article 32, paragraph (1) of the Act are as follows:

(i)the trade name or name;

(ii)the location of the head office or principal office (in the case of an individual, the domicile or residence);

(iii)in the case of a corporation, the name of its representative; and

(iv)the number of voting rights held.

(2)The number of voting rights held by all the shareholders, etc. set forth in Article 32, paragraph (1) of the Act is the number of voting rights held by all the shareholders, etc. (meaning the voting rights held by all the shareholders, etc. as prescribed in Article 29-4, paragraph (2) of the Act; the same applies hereinafter) as of the day when the person comes to hold the subject voting rights (meaning the subject voting rights prescribed in Article 29-4, paragraph (2) of the Act); provided, however, that if it is difficult to identify the number of voting rights held by all the shareholders, etc., the number of voting rights held by all the shareholders, etc. stated in the latest annual securities report, etc. (meaning the annual securities report prescribed in Article 24, paragraph (1) of the Act, the quarterly securities report prescribed in Article 24-4-7, paragraph (1) of the Act or the semiannual securities report prescribed in Article 24-5, paragraph (1) of the Act; hereinafter the same applies in this paragraph) (if the annual securities reports, etc. have not been submitted, the number of the voting rights held by all the shareholders, etc. calculated based on the particulars contained in the commercial registry or any other document) may be stated.

(Documents to Be Attached to Notifications of Holding Subject Voting Rights)

Article 38The documents to be specified by Cabinet Office Order as referred to in Article 32, paragraph (2) of the Act are as follows:

(i)in the case of an individual, an extract copy of the certificate of residence (limited to that containing information on the registered domicile), or any other document in lieu thereof;

(ii)in cases where the former surname and given name are stated together with the current name in a notification of holding subject voting rights under Article 32, paragraph (1) of the Act and where the document specified in the preceding item is not a document certifying the former surname and given name, a document certifying the former surname and given name; and

(iii)in the case of a corporation, its certificate of registered matters, or any other document in lieu thereof.

(Notification about Becoming a Specified Major Shareholder)

Article 38-2A major shareholder other than a specified major shareholder of a financial instruments business operator that makes notification pursuant to the provisions of Article 32, paragraph (3) of the Act (meaning the specified major shareholder as defined in paragraph (4) of that Article; hereinafter the same applies in this Article and Article 38-5) must submit a notification about becoming a specified major shareholder, which is prepared pursuant to Appended Form No. 8-2, attached with a copy of the notification, to the Director-General of a Local Finance Bureau with jurisdiction over the location of such major shareholder's head office, etc. (in cases of an individual, the address or residence) in the case of a resident (if the location is in the jurisdictional district of the Fukuoka Local Finance Branch Bureau, to the Director-General thereof), or to the Director-General of the Kanto Finance Bureau in the case of a non-resident.

(Persons Falling Under the Category of Parent Company)

Article 38-3The companies provided for by Cabinet Office Order defined in Article 15-16-2, paragraph (2) of the Order are the following persons (excluding those in cases related to companies that do not have an impact on the content of the documents related to financial accounting):

(i)a parent company defined in Article 8, paragraph (3) of the Regulation on Terminology, Forms, and Preparation Methods of Financial Statements (Order of the Ministry of Finance No. 59 of 1963; hereinafter referred to as the "Regulation on Financial Statements, etc."); and

(ii)a company that is treated the same as those listed in the preceding item when preparing documents related to financial accounting under the designated international accounting standards (meaning the designated international accounting standards defined in Article 93 of the Regulation on Terminology, Forms, and Preparation Methods of Financial Statements (Order of the Ministry of Finance No. 28 of 1976; the same applies hereinafter)) and other fair and appropriate standards or practices of corporate accounting standards in a foreign state.

(Persons Classed as Affiliated Companies)

Article 38-4The affiliated companies, etc. provided for by Cabinet Office Order as defined in Article 15-16-2, paragraph (3) of the Order are the following companies (excluding companies that have no impact on the content of documents related to financial accounting):

(i)affiliated companies defined in Article 8, paragraph (5) of the Regulation on Financial Statements, etc.; and

(Notification about Becoming a Major Shareholder Other Than a Specified Major Shareholder)

Article 38-5A specified major shareholder of a financial instruments business operator that makes notification pursuant to the provisions of Article 32-3, paragraph (2) of the Act must submit a notification about becoming a major shareholder other than a specified major shareholder, which is prepared pursuant to Appended Form No. 8-3, attached with a copy of the notification, to the Director-General of a Local Finance Bureau with jurisdiction over the location of such major shareholder's head office, etc. (in cases of an individual, the address or residence) in the case of a resident (if the location is in the jurisdictional district of the Fukuoka Local Finance Branch Bureau, to the Director-General thereof), or to the Director-General of the Kanto Finance Bureau in the case of a non-resident.

(Application Mutatis Mutandis)

Article 39The provisions of Articles 36 through 38 apply mutatis mutandis to if the provisions of Article 32, paragraphs (1) and (2) of the Act are applied mutatis mutandis pursuant to Article 32-4 of the Act.

Subsection 4 Registered Financial Institutions

(Securities Equivalent to Specified Corporate Bond Certificates)

Article 40The securities to be specified by Cabinet Office Order as referred to in Article 15-17, paragraph (1), item (ii) of the Order are those which satisfy all of the following requirements:

(i)that there exist assets to be transferred directly or indirectly from the owner to a corporation incorporated or managed for the purpose of the issuance of such securities (such assets are hereinafter referred to as the "transferred assets" in the following item); and

(ii)that the corporation set forth in the preceding item issues such securities, and appropriates the money generated from the management, investment or disposition of the transferred assets for the performance of the obligations arising from such securities (including the securities issued for purpose of the refinancing of such securities).

(Securities Equivalent to Short-Term Bonds)

Article 41The securities to be specified by Cabinet Office Order as referred to in Article 15-17, paragraph (3) of the Order are as follows:

(i)book-entry transfer foreign bonds (meaning a book-entry transfer foreign bond as prescribed in Article 66 (excluding item (i)) of the Act on Book-Entry Transfer of Corporate Bonds and Shares as applied mutatis mutandis pursuant to Article 127 of that Act; hereinafter the same applies in this item) which satisfy all of the following requirements:

(a)that the book-entry foreign bonds are yen-denominated;

(b)that the amount of each book-entry transfer foreign bond is not less than 100 million yen;

(c)that there are provisions setting forth that the fixed due date for the redemption of principal is the day on which less than one year has elapsed from the day of paying-in of the total amount of the book-entry transfer foreign bonds, and that there are no provisions setting forth that the redemption of principal be made in installments; and

(d)that there are provisions setting forth that the due date for the interest payment is the same date as the due date for the redemption of principal as set forth in (c);

(ii)the securities which satisfy all of the requirements listed in the items of the preceding Article (limited to those specified in the preceding item).

(Securities Equivalent to Share Certificates)

Article 42The securities to be specified by Cabinet Office Order as referred to in Article 15-18, item (i) of the Order are the corporate bond certificate with special provisions setting forth that redemption by means of share certificates (including preferred equity securities (meaning the preferred equity securities prescribed in the Act on preferred equity investment by cooperative financial institutions; the same applies hereinafter)), share option certificates or corporate bond certificates with share options may be made (limited to the corporate bond certificates with special provisions setting forth that redemption may be made by means of the aforementioned securities issued by a company other than the issuer company of such corporate bond certificates).

(Application for Registration)

Article 43A person that intends to obtain the registration under Article 33-2 of the Act must submit to the Director-General of a Local Finance Bureau with jurisdiction over the location of that person's head office, etc. (if such location falls within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, to the Director-General thereof) a written application for registration set forth in Article 33-3, paragraph (1) of the Act prepared in accordance with Appended Form No. 9, attaching a copy thereof and the documents or electronic or magnetic record to be attached thereto pursuant to the provisions of paragraph (2) or (3) of that Article.

(Matters to Be Stated in Written Application for Registration)

Article 44The matters to be specified by Cabinet Office Order as referred to in Article 33-3, paragraph (1), item (ix) of the Act are as follows:

(i)if any of the employees of the applicant for registration falls under any of the following, the name of such employee:

(a)a person that supervises the affairs related to instructions for ensuring compliance with the laws and regulations in regard to the registered financial institution business; and a person that holds a position whereby the person may exercise the authority on behalf of the person that supervises such affairs, such as a general manager, vice-chief, section manager or any other person, irrespective of the job title;

(b)a person that supervises the section in charge of carrying out advise and investment (including the provision of an instruction thereon; the same applies hereinafter) and a person that makes an investment decision based on analysis of the value of financial instruments and other factors, in connection with the investment advisory business or investment management business;

(ii)the trade name or name of the designated dispute resolution organization with which a basic contract for implementation of dispute procedures is concluded for the purpose of taking the measures to conclude such contract for implementation of dispute procedures pertaining to the business specified in Article 37-7, paragraph (1), item (v), (a) of the Act and the name of the financial instruments firms association of which the applicant for registration is to become a member; and the name of the certified investor protection organization of which the applicant for registration is to become a target business operator;

(iii)the name or trade name of the financial instruments exchange of which the applicant for registration is to become a member, etc.;

(iv)if the applicant for registration intends to conduct any of the acts specified in Article 33-2, item (i) or (ii) of the Act in the course of trade, the following matters:

(a)to that effect;

(b)if the applicant for registration intends to conduct in the course of trade the act specified in Article 33, paragraph (2), item (v) of the Act with regard to the transaction specified in that item, to that effect;

(iv)-2in cases of conducting electronic trading platform management services, to that effect;

(v)in cases of conducting commodity-related businesses, to that effect;

(vi)if the applicant for registration intends to conduct any financial instruments intermediation operation, the trade name of the entrusting financial instruments business operator (meaning the financial instruments business operator engaged in type-I financial instruments business from which the applicant for registration accepts the entrustment of a financial instruments intermediation operation; the same applies hereinafter except in Article 275, paragraph (1), item (xxvii));

(vii)if the applicant for registration intends to conduct a business related to commodities investment, the following matters:

(a)to that effect;

(c)if the business related to commodities investment to be conducted by the applicant for registration only pertains to the goods specified in Article 37, paragraph (1), item (ii), (c) through (e) of the Order or the economy, trade and industry goods, etc., to that effect; and

(d)if the applicant for registration intends to conduct a business related to investment in racehorses, to that effect;

(viii)if the applicant for registration intends to conduct the acts listed in the items of Article 194-6, paragraph (2) of the Act in the course of trade, to that effect;

(ix)if the applicant for registration intends to conduct a business of transaction, etc. of beneficial interest in real property trust, to that effect;

(x)if the applicant for registration intends to conduct a specified investment management business related to real property, to that effect;

(xi)in cases where the registration applicant intends to conduct the acts set forth in Article 33-2, item (i), (ii) or (iv) of the Act with regard to Electronically Recorded Transferable Rights to Be Indicated on Securities, etc., or the acts set forth in Article 33-2, item (i) or (ii) of the Act with regard to the Derivative Transactions prescribed in Article 29-2, paragraph (1), item (viii) of the Act in the course of trade, or in cases where the registration applicant intends to conduct an Investment Management Business pertaining to Electronically Recorded Transferable Rights to Be Indicated on Securities, etc., or said Derivative Transactions, to that effect;

(xii)in cases where the registration applicant intends to conduct the acts set forth in Article 33-2, item (iii) of the Act with regard to the Derivative Transactions prescribed in Article 29-2, paragraph (1), item (ix) of the Act in the course of trade, or in cases where the registration applicant intends to conduct an Investment Management Business pertaining to said Derivative Transactions, to that effect; and

(xiii)the names and locations of its head office, etc.

(Contents and Methods of Business)

Article 45The contents and methods of a business to be specified by Cabinet Office Order as referred to in Article 33-3, paragraph (2), item (ii) of the Act are as follows:

(i)the basic principles of business operation;

(ii)the method of execution of business;

(iii)the method of allocation of business operation;

(iv)types of acts that constitute financial instruments transactions to be conducted in the course of trade;

(vi)if the applicant for registration intends to conduct any of the acts listed in the items of Article 33-2 of the Act in the course of trade, the following matters:

(a)the types of the securities to be handled, and the type of the derivative transactions to be conducted in the course of trade(in cases where the securities in question are electronically recorded transferable rights to be indicated on securities, etc. or that the derivatives transactions in question are the derivatives transactions prescribed in Article 29-2, paragraph (1), item (viii) of the Act, including to that effect and in cases of conducting commodity-related business, including the commodities for transactions or indicators pertaining to the commodities);

(b)if the applicant for registration intends to handle the rights specified in Article 2, paragraph (2), item (i) or (ii) of the Act, the type of the trust property pertaining to such rights;

(c)if the applicant intends to handle the rights specified in Article 2, paragraph (2), item (v) or (vi) of the Act, the outline of the business subject to investment pertaining to such rights;

(d)the means of risk management concerning loss;

(e)if the applicant for registration intends to conduct a business related to the wholesale underwriting of securities with regard to the securities specified in Article 33, paragraph (2), item (i) of the Act, the following matters:

1.the name and title of the person responsible for management of the business;

2.the name and organizational structure of the section in charge of the business;

3.the method of calculating the value of loss risk equivalent pertaining to the business;

4.the method of establishment and application of a ceiling on the value of loss risk equivalent pertaining to the business;

5.the name and structure of the section in charge of calculating the value of loss risk equivalent pertaining to the business and management of the ceiling thereof;

6.the frequency of inspection of the execution of the business, the value of loss risk equivalent and the status of the application of the ceiling thereof, and the name and structure of the section in charge of such inspection; and

7.any other important matter related to the risk management concerning loss pertaining to the business;

(f)if the applicant for registration intends to conduct a business in relation to the act specified in Article 33, paragraph (2), item (v) of the Act in connection with the transaction specified in that item, the following matters:

1.the name and job title of the person responsible for the management of the business;

2.the name and organizational structure of the section in charge of the business;

3.the conditions for starting transactions with the customers of the business;

6.the name and structure of the section in charge of calculating the value of loss risk equivalent pertaining to the business and management of the ceiling thereof;

7.the frequency of reporting the value of loss risk equivalent pertaining to the business and the status of the application of the ceiling thereof to directors or executive officers with the authority of representation or board members (in the case of a foreign corporation, its directors, executive officers or any other person holding a position equivalent thereto that is stationed at the business office or other office in Japan, or its representative person in Japan);

8.the method of the preparation and preservation of material which would serves as the basis of the calculation of the value of loss risk equivalent pertaining to the business;

9.the frequency of inspection of the execution of the business, the value of loss risk equivalent and the status of the application of the ceiling thereof, and the name and structure of the section in charge of such inspection; and

10.any other important matter related to the risk management concerning loss pertaining to the business;

(vii)if the applicant for registration intends to conduct an electronic trading platform management service, the following matters:

(a)the types and specific details of the specified over-the-counter derivatives transactions to be conducted in relation to the electronic trading platform management service;

(b)the name and job title of the person responsible for the management of the electronic trading platform management service;

(c)the name and organizational structure of the section in charge of the electronic trading platform management service and the section in charge of the business relating to the publication under Article 40-7, paragraph (2) of the Act (if a part of the electronic trading platform management service or a part of the business relating to the publication under that paragraph is to be entrusted to any other person, including such person);

(d)the conditions for starting transactions with customers pertaining to the electronic trading platform management service, and the methods of management of the customers;

(e)matters relating to fees;

(f)the method of disclosing quotes for the sale or purchase and other pricing information to customers (limited to the method using an electronic data processing system or other electronic methods);

(g)the method for deciding the transaction price (for a specified over-the-counter derivatives transactions, if the amount designated by the party as a notional principal does not exceed the amount specified in the items of Article 125-8, paragraph (2) according to the categories of periods from the day when the specified over-the-counter derivatives transaction takes effect to the day when such transaction ceases to be in effect as respectively specified in these items, limited to the method enabling customers to choose either the method specified in the following 1., or the method specified in the following 1. or 2., as well as the time when the transaction takes effect;

1.the method using a price based on quotes for the sale or purchase of itself or customers publicized pursuant to the provisions of (f);

2.the method using a price determined based on a negotiation among customers (limited to a negotiation conducted after requesting three or more other customers designated by the customer to present quotes for the sale or purchase, and notifying the customer of the quotes for sale or purchase presented by the other customers in response to the request, the quotes for sale or purchase publicized pursuant to the provisions of (f) and the quotes if the applicant for registration presents the quotes for sale or purchase);

(h)the method of the public announcement under Article 40-7, paragraph (2) of the Act;

(i)the outline, location, volume and maintenance method of the electronic data processing system to be used for the electronic trading platform management service, and the method of handling if a malfunction of the electronic data processing system occurs;

(j)the method of settlement for the electronic trading platform management service (including the method of ensuring that the obligations arising from the transactions specified in Article 156-62, item (i) or (ii) of the Act are assumed by a financial instruments clearing organization (including a collaborating clearing organization, etc., if the financial instruments clearing organization conducts collaborative financial instruments obligation assumption service) or a foreign financial instruments clearing organization in an appropriate and swift manner), and the method of handling if a customer defaults on a contract;

(k)the method for the preparation and preservation of the transaction records for the electronic trading platform management service;

(l)the frequency of the inspection on the status of the execution of the electronic trading platform management service, and the name and structure of the section in charge of such inspection;

(m)the method of the prevention of unfair transactions, and any other matters relating to the securing of fair transactions; and

(n)other important matters in regard to methods of management of risks of loss relating to the electronic trading platform management service;

(viii)if the applicant for registration intends to conduct an investment advisory and agency business, the matters listed in Article 8, item (viii), (a) through (d);

(ix)if the applicant for registration intends to conduct investment management business, the matters listed in Article 8, item (ix), (a) through (e);

(x)if the applicant for registration intends to conduct a securities, etc. management business, the management methods under Article 43-2 through Article 43-3 of the Act;

(xi)in cases of conducting electronic public offering services, the matters specified in Article 8, item (x), (a) and (d);

(xii)the following matters concerning the measures listed in the respective items of Article 70-4, paragraph (1):

(a)the method for carrying out such measures; and

(b)the organization in charge of carrying out such measures and the positions of personnel therefor;

(xiii)if the applicant for registration intends to receive or supply information in the cases referred to in Article 123, paragraph (1), item (xviii), (e) and item (xxiv), (d), the following matters concerning affairs related to the maintenance and management of electronic data processing systems and concerning affairs related to internal management and operation prescribed in Article 153, paragraph (3):

(a)the trade name or name of the entrusting financial instruments business operator that receives or supplies the information;

(b)the method for execution of the affairs; and

(c)the organization in charge of such affairs and the positions of the personnel therefor;

(xiv)if the applicant for registration intends to supply information in the case referred to in Article 154, item (iv), (g), (i) and (j), the trade name or name of the parent corporation, etc. or subsidiary corporation, etc. that receives such information;

(xv)if the applicant for registration intends to conduct high-speed trading as a registered financial institution business, the matters specified in Article 8, item (xi), (a) through (d). and

(xvi)in cases where the registration applicant intends to conduct the acts set forth in Article 33-2, item (iii) of the Act with regard to the Derivative Transactions prescribed in Article 29-2, paragraph (1), item (ix) of the Act in the course of trade, or in cases where the registration applicant intends to conduct an Investment Management Business pertaining to said Derivative Transactions, the name of the Cryptoassets and Financial Indicators set forth in Article 8, item (xii)

(Documents to Be Attached to Written Application for Registration)

Article 46The conditions to be specified by Cabinet Office Order as referred to in Article 33-3, paragraph (2), item (iii) of the Act are the status of the associated company (meaning a parent corporation, etc., a subsidiary corporation, etc. or a holding company; the same applies in item (v)), as listed in the following items:

(i)the trade name or name;

(ii)the amount of stated capital, the total amount of funds or the total amount of investment;

(iii)the location of the head office or principal office;

(iv)the type of business;

(v)the capital relationship and personal relationship between the applicant for registration and the associated company, as well as their business relationship in the past year; and

(vi)information as to whether the associated company falls under the category of parent corporation, etc., subsidiary corporation, etc. or the holding company.

Article 47(1)The documents to be specified by Cabinet Office Order as referred to in Article 33-3, paragraph (2), item (iv) of the Act are as follows:

(i)documents stating the applicant for registration's system for conducting business, such as its structure of personnel and the organizational structure pertaining to the business;

(ii)the resumes of the officers and major employees (meaning an employee that falls under any of Article 44, item (i), (a) or (b); the same applies in Article 51, paragraph (1), item (iv)) in charge of the registered financial institution business (if the officer is a corporation, the document containing the background of such officer);

(iii)if the applicant for registration is not to become a member of a financial instruments firms association (limited to an association having principal association members or members that are persons conducting the business implemented by the applicant for registration), the internal rules concerning the business;

(iv)if the applicant for registration intends to conduct an electronic trading platform management service, the following documents:

(a)the resume of the person responsible for the management of the electronic trading platform management service;

(b)the internal rules concerning the electronic trading platform management service;

(c)contracts to be used for the transactions with customers in relation to the electronic trading platform management service and their attachments; and

(d)an appraisal report issued by a person having no special interest relationship with the applicant for registration in relation to the matters specified in Article 45, item (vii), (i);

(v)if the applicant for registration intends to conduct a business related to commodities investment pertaining to racehorses, a document evidencing that the applicant for registration does not fall under the criteria specified in Article 49, item (iii);

(vi)if the applicant for registration intends to conduct a business of transaction, etc. of beneficial interest in real property trust, a document evidencing that the applicant for registration does not fall under the criteria specified in Article 49, item (iv);

(vii)a document stating the matters related to the applicant for registration's ability to carry out the business, if the applicant for registration intends to conduct a specified investment management business related to real property;

(viii)the notes in reference to the balance sheet and the notes in reference to the profit and loss statement;

(ix)if the applicant for registration intends to conduct a business pertaining to the wholesale underwriting of securities in regard to the securities specified in Article 33, paragraph (2), item (i) of the Act, or the business pertaining to the act specified in item (v) of that paragraph with regard to the transaction specified in that item, the following documents:

(a)the resume of the person responsible for the management of the business;

(b)the internal rules regarding the business;

(c)the contracts to be used in transactions with customers in connection with the business; and

(x)if the applicant for registration intends to conduct a financial instruments intermediation operation, a copy of the contract for the entrustment of a financial instruments intermediation operation concluded with the entrusting financial instruments business operator;

(xi)in the case of conducting a high-speed trading as a registered financial institution business, the resume of the person responsible for the management of business relating to the high-speed trading.

(2)If the applicant for registration intends to attach the document specified in item (vii) of the preceding paragraph, if the notes in reference to the balance sheet or the notes in reference to the profit and loss statement have been prepared by means of an electronic or magnetic record, such applicant for registration may attach the electronic or magnetic record (limited to the record specified in Article 11) in lieu of documents; and

(xii)in the case referred to in Article 45, item (xvi), a document explaining the outline of the Cryptoassets and Financial Indicators set forth in Article 8, item (xii).

(2)In cases where the registration applicant intends to attach the document specified in item (vii) of the preceding paragraph, if the notes in reference to the balance sheet or the notes in reference to the profit and loss statement have been prepared by means of an Electromagnetic Record, such registration applicant may attach the Electromagnetic Record (limited to the record specified in Article 11) in lieu of documents.

(Public Inspection of Registry of Registered Financial Institutions)

Article 48The competent Director-General of a Local Finance Bureau, etc. is to keep the registry of registered financial institutions containing information on the registered financial institutions to which such person has granted registrations, at the local finance bureau with jurisdiction over the location of the relevant registered financial institution's head office, etc. (if such location falls within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, at the Fukuoka Local Finance Branch Bureau), and make it available for public inspection.

(Criteria for Examination of Structure of Personnel)

Article 49When conducting an examination under Article 33-5, paragraph (1), item (iii) of the Act as to whether the applicant for registration lacks a structure of personnel sufficient to conduct a registered financial institution business in the appropriate manner, it is to be examined whether the applicant for registration falls under any of the following criteria:

(ii)that the applicant for registration is found to be likely to cause a loss of confidence in a registered financial institution business, on the grounds of having any officer or employee with qualities unfit for the operation of the business in light of such officer's or employee's career, relationship with the organized crime group set forth in Article 2, item (ii) of the Act on Prevention of Illegal Acts by Organized Crime Group Members or relationship with the organized crime group members set forth item (vi) of that Article or any other circumstances;

(iii)that, if the applicant for registration intends to conduct a business related to commodities investment for racehorses, such applicant for registration does not fall under any of the following requirements:

(a)that the applicant for registration has been given guidance in advance by the Japan Racing Association or the National Association of Racing;

(b)that the business related to commodities investment to be conducted by the applicant for registration only falls under either of the business related to investment in racehorses pertaining to the rights specified in Article 7, item (iv), (d), 1. or the business related to investment in racehorses pertaining to the rights specified in Article 7, item (iv), (d), 2.;

(a)that the applicant for registration has assigned its officers or employees having expert knowledge of and experience in the transaction related to building lots or buildings to each of the following sections:

1.the section in charge of supervising the business of transaction, etc. of beneficial interest in real property trust;

2.the section in charge of the internal audit; and

3.the section in charge of affairs related to instructions for ensuring compliance with the laws and regulations, etc.;

(b)that the officers or the employees that are to conduct the business of transaction, etc. of beneficial interest in real property trust have sufficient expert knowledge of and experience in transactions of building lots or buildings which enable them to provide explanations so that a customer is able to understand the matters specified in the items of Article 85, paragraph (1), in a manner and to the extent as may be required in light of the customer's knowledge, experience and conditions of property and in light of the purpose of the conclusion of a financial instruments transaction contract.

(Conditions for Registration of Over-the-Counter Transactions of Derivatives Pertaining to Securities)

Article 50The conditions to be specified by Cabinet Office Order as referred to in Article 33-5, paragraph (2) of the Act are as follows:

(i)that, if any bank, insurance company (meaning an insurance company as prescribed in Article 2, paragraph (2) of the Insurance Business Act (Act No. 105 of 1995) and including a foreign insurance company, etc. as prescribed in paragraph (7) of that Article; the same applies hereinafter), federation of Shinkin banks, the Norinchukin Bank or the Shoko Chukin Bank Limited, which falls under the category of registered financial institution, conducts over-the-counter transactions of derivatives related to share certificates (meaning the transaction specified in Article 33, paragraph (2), item (v) of the Act wherein the market value fluctuates depending on the fluctuation of price of share certificates or stock price index (meaning the index calculated based on the price of share certificates; the same applies in item (iv)); hereinafter the same applies in this Article) in the course of trade, the accounting for such over-the-counter transactions of derivatives related to share certificates is managed in a specified transaction account (meaning the specified transaction account prescribed in Article 13-6-3, paragraph (1) of the Regulation for Enforcement of Banking Act (Order of the Ministry of Finance No. 10 of 1982), Article 12-4-3, paragraph (1) of the Regulation for Enforcement of Long Term Credit Bank Act (Order of the Ministry of Finance No. 13 of 1982), Article 53-6-2, paragraph (1) of the Regulation for Enforcement of Insurance Business Act (Order of the Ministry of Finance No. 5 of 1996), Article 107, paragraph (1) of the Regulation for Enforcement of the Shinkin Bank Act (Order of the Ministry of Finance No. 15 of 1982), Article 65, paragraph (1) of the Regulation for Enforcement of the Norinchukin Bank Act (Order of the Cabinet Office and the Ministry of Agriculture, Forestry and Fisheries No. 16 of 2001) or Article 18, paragraph (1) of the Regulation for Enforcement of The Shoko Chukin Bank Limited Act Relevant to the Ministry of Economy, Trade and Industry, the Ministry of Finance and the Cabinet Office (Order of the Cabinet Office, the Ministry of Finance and the Ministry of Economy, Trade and Industry No. 1 of 2008) (in case of a branch office of a foreign bank prescribed in Article 47, paragraph (2) of the Banking Act (Act No. 59 of 1981) or a foreign insurance company, etc. prescribed in Article 2, paragraph (7) of the Insurance Business Act, an account similar to a specified transaction account); hereinafter the same applies in this Article);

(ii)that, if any registered financial institution other than that specified in the preceding item intends to conduct over-the-counter transactions of derivatives related to share certificates in the course of trade, the accounting for such over-the-counter transactions of derivatives related to share certificates is managed in an account equivalent to the specified transaction account;

(iii)that, notwithstanding the provisions of the preceding two items, a registered financial institution which conducts over-the-counter transactions of derivatives related to share certificates in the course of trade may manage only the over-the-counter transactions of derivatives related to share certificates which satisfy all of the following requirements in an account other than the specified transaction account (in the case of a registered financial institution as set forth in the preceding item, an account other than an account equivalent to the specified transaction account):

(a)that the counterparty to the over-the-counter transactions of derivatives related to share certificates is a financial instruments business operator conducting the transaction specified in Article 28, paragraph (8), item (iv) of the Act, or an intermediary, brokerage (excluding brokerage for clearing of securities, etc.) or agency service therefor in the course of trade, or is a registered financial institution conducting the act specified in Article 33, paragraph (2), item (v) of the Act in regard to the transaction set forth in that item in the course of trade; and

(b)that the counterparty to the over-the-counter transactions of derivatives related to share certificates manages the accounting for such over-the-counter transactions of derivatives related to share certificates in the specified transaction account (in the case of a financial instruments business operator, in the same type of account as the specified transaction account; or in the case of a registered financial institution set forth in the preceding item, in an account equivalent to the specified transaction account);

(iv)that, if a registered financial institution conducts any over-the-counter transactions of derivatives related to share certificates in the course of trade, it is to, to the maximum extent possible, mitigate the amount of loss in the specified transaction account which may accrue from a fluctuation in the price of share certificates or stock price index pertaining to such over-the-counter transactions of derivatives related to share certificates by immediately effecting a transaction (limited to a transaction managed in the specified transaction account (in case of a registered financial institution prescribed in item (ii), in an account equivalent to the specified transaction account; hereinafter the same applies in this item)) which would effectively reduce the loss arising from a fluctuation in the price of share certificates or stock price index pertaining to such over-the-counter transactions of derivatives related to share certificates.

(Notification of Changes to Matters Stated in a Written Application for Registration)

Article 51(1)A registered financial institution which intends to file the notification under Article 33-6, paragraph (1) of the Act must submit to the Commissioner of the Financial Services Agency or other competent official a written notification stating the particulars and date of and reasons for the change, attaching a document stating the particulars after such change prepared in accordance with Appended Form No. 9, a copy thereof and a document specified in the following items in accordance the categories of documents respectively set forth therein; provided, however, the documents specified in each of the following items may be submitted without delay after submission of the written notification, if any unavoidable ground exists:

(i)if there has been any change to the matters specified in Article 33-3, paragraph (1), item (i) or (ii) of the Act, or the matters specified in Article 44, item (xiii): the certificate of the registered matters containing the particulars so changed, or any other document in lieu thereof;

(ii)if there has been any change to the matters specified in Article 33-3, paragraph (1), item (iii) or (iv) of the Act: the following documents:

(a)the documents stating the registered financial institution's system for conducting business, such as its structure of personnel and the organizational structure pertaining to the business;

(b)the certificate of the registered matters containing the particulars so changed, or any other document in lieu thereof; and

(c)the resume of the person that has newly assumed the position of officer (limited to an officer in charge of registered financial institution business and an accounting advisor) (if the officer is a corporation, the document containing the background of the officer);

(iii)if there has been any change to the matters specified in Article 33-3, paragraph (1), item (vii) of the Act (but only if the business office or any other office was abolished): a document containing the details of the treatment of a customer's account incidental to such change;

(iv)if there is a change to the matters specified in Article 44, item (i): the resume of the person that newly assumes the position of a major employee;

(v)in the case of any change in the matters specified in Article 44, items (iv) through (xii) (but only if the registered financial institution newly conducts the businesses specified in these items): internal rules relating to the businesses, if the applicant for registration is not a member of any financial instruments firms association (limited to an association having principal association members or members that are persons conducting the business implemented by the applicant for registration);

(vi)in the case of any change in the matters specified in Article 44, item (iv)-2 (but only if the registered financial institution is to conduct an electronic trading platform management service), the following documents:

(a)the resume of the person responsible for the management of the electronic trading platform management service;

(b)the internal rules concerning the electronic trading platform management service;

(c)contracts to be used for the transactions with customers in relation to the electronic trading platform management service and their attachments; and

(d)an appraisal report issued by a person having no special interest relationship with the notifying person in relation to the matters specified in Article 45, item (vii), (i);

(vii)if there is a change to the matters specified in Article 44, item (vi) (but only if the registered financial institution has come to newly accept the entrustment of a financial instruments intermediation operation): a copy of the contract for the entrustment of a financial instruments intermediation operation concluded with the entrusting financial instruments business operator;

(viii)if there is a change to the matters specified in Article 44, item (vii), (d) (but only if the registered financial institution has come to conduct a business related to investment in racehorses): a document evidencing that the registered financial institution does not fall under the criteria specified in Article 49, item (iii);

(ix)if there is a change to the matters specified in Article 44, item (ix) (but only if the registered financial institution has come to conduct a business of transaction, etc. of beneficial interest in real property trust): a document evidencing that the registered financial institution does not fall under the criteria specified in Article 49, item (iv); and

(x)if there is a change to the matters specified in Article 44, item (x) (but only if the registered financial institution has come to conduct a specified investment management business related to real property): a document containing matters related to its ability to execute the business when a specified investment management business related to real property is to be conducted.

(2)If the Commissioner of the Financial Services Agency or other competent official has received from any registered financial institution a notification on the relocation of the head office, etc. filed beyond the jurisdictional district of the competent finance bureau commissioner, etc., the commissioner or official is to send or instruct to send the written notification, the portion of the registry of registered financial institutions pertaining to the relevant registered financial institution and any other documents to the Director-General of a Local Finance Bureau with jurisdiction over the relocated address of the head office, etc. notified thereunder (if such location falls within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, to the Director-General thereof).

(3)The Director-General of a Local Finance Bureau or the Director-General of the Fukuoka Local Finance Branch Bureau who has received the documents sent pursuant to the provisions of the preceding paragraph is to register the matters related to the registered financial institution in the registry of registered financial institutions.

(Notification on Change of Content and Method of Business)

Article 52A registered financial institution which intends to file the notification under Article 33-6, paragraph (3) of the Act must submit to the Commissioner of the Financial Services Agency or other competent official a written notification stating the particulars and the scheduled or actual date of and reasons for the change, attaching a document stating the matters specified in the items of Article 45 (limited to those matters whose details have been changed), the document specified in Article 47, paragraph (1), items (xi) and (xii)(limited to those with changes in contents) and the documents specified in Article 51, paragraph (1), item (vi) (limited to those with changes in contents).

Subsection 5 Professional Investors

(Contract Type)

Article 53The kind of contract to be specified by Cabinet Office Order as referred to in Article 34 of the Act is as follows:

(i)a contract for conducting acts listed in Article 2, paragraph (8), items (i) through (x) of the Act, acts specified in item (xvi) of that paragraph or in Article 1-12, item (ii) of the Cabinet Order to be conducted with regard to any of those acts, or acts specified in item (xvii) of that paragraph, in relation to the securities;

(ii)a contract for conducting acts listed in Article 2, paragraph (8), items (i) through (v) of the Act, acts specified in item (xvi) of that paragraph or in Article 1-12, item (ii) of the Cabinet Order to be conducted with regard to any of those acts, or acts specified in item (xvii) of that paragraph, in relation to derivative transactions;

(iii)an investment advisory contract, and a contract for conducting the act specified in Article 2, paragraph (8), item (xiii) of the Act (limited to the act pertaining to an investment advisory contract); and

(iv)a discretionary investment contract, and a contract for conducting the act specified in Article 2, paragraph (8), item (xiii) of the Act (limited to the act pertaining to a discretionary investment contract).

Article 54deleted

(Matters to Be Stated in Document to Be Delivered to Professional Investor That Made Request)

Article 55The matters to be specified by Cabinet Office Order as referred to in Article 34-2, paragraph (3), item (iv) of the Act are as follows:

(i)that the applicant (meaning an applicant prescribed in Article 34-2, paragraph (3) of the Act; the same applies in the following item) will be treated as a customer other than a professional investor with regard to the subject contract (meaning a subject contract prescribed in that paragraph; the same applies in that item and Article 57-2), only by the financial instruments business operator, etc. which has accepted the request pursuant to the provisions of paragraph (2) of that Article; and

(ii)that, with regard to any financial instruments transaction contract which the financial instruments business operator, etc., on behalf of the applicant, concludes with another financial instruments business operator, etc. on or after the date of acceptance (meaning the date of acceptance prescribed in Article 34-2, paragraph (3), item (i) of the Act) pursuant to the subject contract, such applicant is also treated as a customer other than a professional investor by such other financial instruments business operator, etc.

(Provision by Use of Information and Communications Technology)

Article 56(1)The means specified by Cabinet Office Order as referred to in Article 34-2, paragraph (4) of the Act (including as applied mutatis mutandis pursuant to Article 34-3, paragraph (12) (including as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Act), Article 34-4, paragraph (3), Article 37-3, paragraph (2), Article 37-4, paragraph (2), Article 37-5, paragraph (2), Article 40-2, paragraph (6), Article 40-5, paragraph (3) and Article 42-7, paragraph (2) of the Act; hereinafter the same applies in this Article) are the following means (hereinafter referred to as the "electronic or magnetic means"):

(i)the means of using an electronic data processing system set forth in the following items:

(a)to transmit information to be contained in a document (hereinafter referred to as the "information" in this Article) via telecommunications line connecting the computers used by a financial instruments business operator, etc. (including a person that, pursuant to the contract with a financial instruments business operator, etc. providing information set forth in Article 34-2, paragraph (4) of the Act, stores files onto a computer managed by such person, and make such files available for the party to which such information is provided (hereinafter referred to as the "customers" in this Article) or for such financial instruments business operator, etc.; hereinafter the same applies in this Article) and the computers used by the customers, etc. (meaning a customer, and a person that, pursuant to a contract with the customer, stores the customer file (meaning the file solely made available to the customers; hereinafter the same applies in this Article) onto a computer managed by such person; hereinafter the same applies in this Article), and to record the information into the customer file stored onto the computer used by the customers, etc. (if the applicant acknowledges the provision of information by the means specified in Article 34-2, paragraph (4) of the Act or if the applicant notifies to the effect that the applicant will not receive information by such means, the means by which to record such acknowledgment or notice into a file stored on the computer used by the financial instruments business operator, etc. which provides the information set forth in that paragraph);

(b)to make the information recorded into the files stored on a computer used by a financial instruments business operator, etc. available for a customer's inspection via telecommunications line, and to record the information into the customer file of the relevant customer stored on the computer used by such customer, etc. (or, if the applicant acknowledges the provision of information by the means specified in Article 34-2, paragraph (4) of the Act or if the applicant notifies to the effect that the applicant will not receive information by such means, to record such acknowledgment or notice into a file stored on the computer used by the financial instruments business operator, etc.);

(c)to make the information recorded into the customer files stored on the computer used by a financial instruments business operator, etc. available for a customer's inspection via telecommunications line; and

(d)to make the information recorded into the inspection file (meaning a file stored on a computer used by a financial instruments business operator, etc. with which to record the information for the purpose of making them available for public inspection by multiple customers at the same time; hereinafter the same applies in this Article) available for a customer's inspection via telecommunications line;

(ii)to deliver the file storing the information, which is prepared by the use of any object which can securely record certain information by means of magnetic disks, CD-ROMs or any other means equivalent thereto.

(2)The means set forth in the items of the preceding paragraph must conform to the following criteria:

(i)that the means enables a customer to prepare a document by outputting information recorded on the customer file or inspection file;

(ii)in the case of the means listed in item (i), (a), (c) or (d) of the preceding paragraph (excluding the means to record the information into the customer file stored on a computer used by a customer), that the customer is informed of the fact that the information will be or have been recorded into the customer file or the inspection file; provided, however, that this does not apply if it is confirmed that the customer has inspected the information;

(iii)in the case of the means listed in item (i), (c) or (d) of the preceding paragraph, that the following matters cannot be deleted or altered for the period until five years have elapsed from the day when the transaction referred to in the information was finally conducted (if any complaint related to the information has been raised within the period before the expiration date of such period, for the period until either the expiration date of such period or the day when the complaint was settled, whichever comes later); provided, however, that the information may be deleted if the information that has been made available for inspection is delivered in writing, if that information is provided by the means listed in item (i), (a) or (b) of the preceding paragraph or in item (ii) of the preceding paragraph with the customer's consent (meaning consent given by the means specified in Article 15-22 of the Order), or if the customer has instructed that the information should be deleted:

(a)in the case of the means specified in item (i), (c) of the preceding paragraph, the information recorded in the customer file; and

(b)in the case of the means specified in item (i), (d) of the preceding paragraph, the information recorded in the inspection file;

(iv)in the case of the means specified in item (i), (d) of the preceding paragraph, that it conforms to the following requirements:

(a)that information necessary for a customer's inspection of the inspection file is recorded into the customer file; and

(b)that, before the elapse of the period set forth in the preceding item, the customer file recording the information necessary for the customer's inspection of the inspection file as set forth in (a) and such inspection file are kept connectible via telecommunications line; provided, however, that this does not apply if the customer that has been given access to the files has notified to the effect that such connectibility need not be maintained.

(3)The term "electronic data processing system" as used in paragraph (1), item (i) means an electronic data processing system connecting a computer used by a financial instruments business operator, etc. and a computer storing customer files used by a customer, etc. or financial instruments business operator, etc., via telecommunications line.

(Types and Content of Electronic or Magnetic Means)

Article 57The types and contents of the means to be specified as set forth in Article 15-22, paragraph (1) and Article 15-23, paragraph (1) of the Order are as follows:

(i)the means set forth in the items of paragraph (1) of the preceding Article or the items of Article 57-3, paragraph (1), which are to be used by the financial instruments business operator, etc.; and

(ii)the format for recording information into a file.

(Matters to Be Stated in Document Indicating Consent by Person That Made Request for Reinstatement as Professional Investor)

Article 57-2The matters to be specified by Cabinet Office Order as referred to in Article 34-2, paragraph (11) of the Act are as follows:

(i)the day when the acceptance under the provisions of Article 34-2, paragraph (11) of the Act is to be given (hereinafter referred to as the "date of acceptance" in this Article);

(ii)the kind of contract to which the subject contract belongs (meaning the kind of contract prescribed in Article 34 of the Act; hereinafter the same applies in this Subsection);

(iii)a statement to the effect that the applicant for reinstatement (meaning an applicant for reinstatement prescribed in Article 34-2, paragraph (11) of the Act; hereinafter the same applies in this Article) understands the following matters:

(a)that the provisions listed in the items of Article 45 of the Act do not apply if the applicant for reinstatement is any of the persons specified respectively in those items with regard to the subject contract (excluding the cases specified in the proviso to that Article);

(b)that if a person that, in light of the knowledge, experience and state of property of the person, is deemed inappropriate to be treated as a professional investor with regard to the subject contracts is treated as a professional investor, the protection of such person might be impaired;

(iv)that the applicant for reinstatement will be treated as a professional investor again when soliciting the conclusion of, or concluding, the subject contract on or after the date of acceptance;

(v)that, with regard to any financial instruments transaction contract which the financial instruments business operator, etc., on behalf of the applicant for reinstatement, concludes with another financial business operators, etc. on or after the date of acceptance pursuant to the subject contract, the applicant for reinstatement will also be treated as a professional investor again by such other financial instruments business operators, etc.; and

(vi)that the applicant for reinstatement may make a request under the provisions of Article 34-2, paragraph (1) of the Act at any time on or after the date of acceptance.

(Obtaining Consent Using Information and Communication Technology)

Article 57-3(1)The means to be specified by Cabinet Office Order as referred to in Article 34-2, paragraph (12) of the Act (including as applied mutatis mutandis pursuant to Article 34-3, paragraph (3) (including as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Act) and Article 43-4, paragraph (3) of the Act; hereinafter the same applies in this Article) are as follows:

(i)the means of using an electronic data processing system, as listed in the following:

(a)to transmit information via telecommunications line connecting a computer used by a financial instruments business operator, etc. and that used by the other party that it seeks consent from pursuant to Article 34-2, paragraph (12) of the Act (hereinafter referred to as the "customer" in this Article), and to record such information in a file stored on a computer used by the recipient; and

(b)to make information related to the customer's consent recorded into a file stored on a computer used by a financial instruments business operator, etc. available for the customer's inspection via telecommunications line, and to record information related to the customer's consent into a file stored on a computer used by such financial instruments business operator, etc.;

(ii)to obtain the file storing the information related to a consent, which is prepared by the use of any object which can securely record certain information by means of magnetic disks, CD-ROMs or any other means equivalent thereto.

(2)The means listed in the items of the preceding paragraph must be the means enabling a financial instruments business operator, etc. to prepare a document by way of outputting the information recorded on the files.

(3)The "electronic data processing system" as used in paragraph (1), item (i) means an electronic data processing system connecting a computer used by a financial instruments business operator, etc. and a computer used by a customer via telecommunications line.

(Expiration Date If a Corporation Which Is Customer Other Than Professional Investor Is Deemed to Be Professional Investor)

Article 58(1)The case specified by Cabinet Office Order as prescribed in Article 34-3, paragraph (2) of the Act is a case in which a financial instruments business operator, etc. has designated a certain date and publicized the following matters by posting them at a place easily accessible to the public at its business office or any other office, or by any other appropriate means:

(i)that designated date; and

(ii)to the effect that the day set forth in the following paragraph is the expiration date (meaning the expiration date set forth in Article 34-3, paragraph (2), item (ii) of the Act; the same applies in paragraph (2) of the following Article and Article 60).

(2)The day to be specified by Cabinet Office Order as referred to in Article 34-3, paragraph (2) of the Act is the day designated by the financial instruments business operator, etc. under the preceding paragraph, which is the latest of the days within one year from the date of acceptance (meaning the date of acceptance prescribed in item (i), paragraph (2) of that Article; the same applies in item (v), paragraph (2) of the following Article and Article 60).

(Matters to Be Specified in Document Indicating Consent by Corporation Which Is Customer Other Than Professional Investors That Made Request)

Article 59(1)The matters to be specified by Cabinet Office Order as referred to in Article 34-3, paragraph (2), item (iv), (a) of the Act are the fact that the provisions listed in the items of Article 45 of the Act do not apply if the applicant (meaning the applicant prescribed in Article 34-3, paragraph (2) of the Act; the same applies in the following paragraph) falls under any of the persons respectively set forth in such items with regard to the subject contract (meaning the subject contract prescribed in Article 34-3, paragraph (2), item (ii) of the Act; the same applies in the following paragraph and Article 60-2) (excluding the case specified in the proviso to Article 45 of the Act).

(2)The matters to be specified by Cabinet Office Order as referred to in Article 34-3, paragraph (2), item (vii) of the Act are as follows:

(i)that, in regard to any act related to the subject contract (excluding an investment advisory contract and a discretionary investment contract) concluded prior to the expiration date, which is to be conducted pursuant to the provisions of laws and regulations or the contract, the applicant is treated as a professional investor, even if that act is conducted after the expiration date;

(ii)if the kinds of contract pertaining to the request set forth in Article 34-3, paragraph (2) of the Act falls under any of those specified in Article 53, items (iii) and (iv), the fact that, in regard to any act related to the subject contract (limited to an investment advisory contract and a discretionary investment contract), which is to be conducted pursuant to the provisions of laws and regulations or the contract, the applicant is treated as a professional investor only in respect of the act conducted prior to the expiration date;

(iii)that the applicant will be treated as a professional investor with regard to the subject contract, only by the financial instruments business operator, etc. which has accepted the request pursuant to the provisions of Article 34-3, paragraph (2) of the Act;

(iv)that, with regard to any financial instruments transaction contract which the financial instruments business operator, etc., on behalf of the applicant, concludes with another financial instruments business operator, etc. prior to the expiration date pursuant to the subject contract, such applicant is also treated as a professional investor by such other financial instruments business operator, etc.; and

(v)that the applicant may make a request under the provisions of Article 34-3, paragraph (9 of the Act at any time on or after the date of acceptance.

(Period Necessary for a Corporation Which Is Customer Other Than Professional Investors That Made Request to Make Request for Renewal)

Article 60(1)The period to be specified by Cabinet Office Order as referred to in Article 34-3, paragraph (7) of the Act is eleven months (or, in the following cases, the period set forth in the respective items):

(i)when the period between the date of acceptance and the expiration date is less than one year (excluding the case specified in the following item): that period minus one month; or

(ii)when the period between the date of acceptance and the expiration date does not exceed one month: one day.

(2)With regard to the application of the provisions of the preceding paragraph in the cases prescribed in Article 34-3, paragraph (8) of the Act, the term "date of acceptance" in the items of that paragraph is deemed to be replaced with "day following the previous expiration date".

(Matters to Be Stated in a Document to Be Delivered to a Corporation That Made a Request for Reinstatement as a Customer Other Than a Professional Investor)

Article 60-2The matters to be specified by Cabinet Office Order as referred to in Article 34-3, paragraph (11) of the Act are as follows:

(i)the day when the acceptance under the provisions of Article 34-3, paragraph (10) of the Act is to be given (hereinafter referred to as the "date of acceptance" in this Article);

(ii)the kind of contract to which the subject contract belongs;

(iii)that the corporation that made a request under the provisions of Article 34-3, paragraph (9) of the Act (hereinafter referred to as the "applicant for reinstatement" in the following item) will be treated as a customer other than a professional investor again when soliciting the conclusion of, or concluding, the subject contract on or after the date of acceptance; and

(iv)that, with regard to any financial instruments transaction contract which the financial instruments business operator, etc., on behalf of the applicant for reinstatement, concludes with another financial business operator, etc. on or after the date of acceptance pursuant to the subject contract, the applicant for reinstatement will also be treated as a customer other than a professional investor again by such other financial instruments business operator, etc.

(Proprietors That May Make a Request for Treatment as Professional Investor)

Article 61(1)The excluded individual to be specified by Cabinet Office Order as referred to in Article 34-4, paragraph (1), item (i) of the Act is that who satisfies any of the following requirements:

(i)that the individual has not obtained the consent from all of the silent partners on making a request under Article 34-4, paragraph (1) of the Act; or

(ii)that the total amount of the equity investment under the silent partnership contract which the individual concluded is less than 300 million yen.

(2)The individuals to be specified by Cabinet Office Order as referred to in Article 34-4, paragraph (1), item (i) of the Act are as follows:

(i)an individual who has concluded a partnership contract and has become a partner delegated to manage the business of the partnership (limited to an individual who satisfies all of the following requirements):

(a)that the individual has obtained the consent from all of the other partners on making a request under Article 34-4, paragraph (1) of the Act; and

(b)that the total amount of the equity investment under the partnership contract is not less than 300 million yen.

(ii)an individual who has concluded a limited liability partnership agreement and is involved in the decision-making on the execution of the important business of the partnership, and who is also a partner personally executing such business (limited to an individual who satisfies all of the following requirements):

(a)that the individual has obtained the consent from all of the other partners on making a request under Article 34-4, paragraph (1) of the Act; and

(b)that the total amount of the equity investment under the limited liability partnership agreement is 300 million yen or more.

(Individual Who May Make a Request for Treatment as Professional Investor)

Article 62The requirements to be specified by Cabinet Office Order as referred to in Article 34-4, paragraph (1), item (ii) of the Act are the fulfillment of all of the following:

(i)that, judging reasonably from the status of the transactions or any other circumstances, the total amount of the assets of the applicant (meaning the applicant prescribed in Article 34-4, paragraph (2) of the Act; hereinafter the same applies in this Article and Article 64) as of the date of acceptance (meaning the date of acceptance prescribed in Article 34-3, paragraph (2), item (i) of the Act as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Act; the same applies in the following item, paragraph (2) of the following Article, and Article 64, paragraph (2), item (v) and Article 64-2), less the total amount of its liabilities as of that date is likely to be 300 million yen or more;

(ii)that, judging reasonably from the status of the transactions or any other circumstances, the total amount of the applicant's assets (limited to the assets listed in the following) as of the date of acceptance is likely to be 300 million yen or more:

(a)securities (excluding the securities specified in (e) and (f) (limited to contracts that are concluded with a special enterprise operator as defined in Article 2, paragraph (9) of the Real Estate Specified Joint Enterprise Act (Act No. 77 of 1994)));

(b)rights pertaining to a derivative transaction;

(c)specified deposits, etc. as prescribed in Article 11-5 of the Agricultural Co-operatives Act (Act No. 132 of 1947), specified deposits, etc. as prescribed in Article 11-11 of the Fishery Cooperatives Act (Act No. 242 of 1948), specified deposits, etc. as prescribed in Article 6-5-11 of the Act on Financial Businesses by Cooperative (Act No. 183 of 1949), specified deposits, etc. as prescribed in Article 89-2 of the Shinkin Bank Act (Act No. 238 of 1951), specified deposits, etc. as prescribed in Article 17-2 of the Long Term Credit Bank Act (Act No. 187 of 1952), specified deposits, etc. as prescribed in Article 94-2 of the Labor Bank Act (Act No. 227 of 1953), specified deposits, etc. as prescribed in Article 13-4 the Banking Act, specified deposits, etc. as prescribed in Article 59-3 of the Norinchukin Bank Act (Act No. 93 of 2001) and specified deposits, etc. as prescribed in Article 29 of the Shoko Chukin Bank Limited Act (Act No. 74 of 2007);

(d)the rights pertaining to benefits such as insurance proceeds, mutual aid benefits and refunds payable under a specified mutual aid contract as prescribed in Article 11-10-3 of the Agricultural Cooperatives Act, a specified mutual aid contract as prescribed in Article 12-3, paragraph (1) of the Consumer Cooperatives Act (Act No. 200 of 1948), a specified mutual aid contract as prescribed in Article 15-12 of the Fisheries Cooperatives Act, a specified mutual aid contract as prescribed in Article 9-7-5, paragraph (2) of the Small and Medium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949) and a specified insurance contract as prescribed in Article 300-2 of the Insurance Business Act;

(e)beneficial interest in a trust pertaining to a specific trust agreement as prescribed in Article 24-2 of the Trust Business Act;

(f)rights under a real estate specified joint enterprise contract as prescribed in Article 2, paragraph (3) of the Real Estate Specified Joint Enterprise Act; and

(g)rights pertaining to transactions on a commodity market (meaning the transactions on a commodity market defined in Article 2, paragraph (10) of the Commodity Futures Trading Act (Act No. 239 of 1950)), foreign commodity market transaction (meaning the foreign commodity market transaction defined in paragraph (13) of that Article; the same applies in Article 67, item (i)), and over-the-counter commodity derivatives transactions (meaning the over-the-counter commodity derivatives transactions defined in Article 2, paragraph (14) of that Act; the same applies in Article 67, item (ii) and Article 123, paragraphs (8) and (12)); and

(iii)that one year has elapsed from the day when the applicant concluded with the financial instruments business operator, etc. a financial instruments transaction contract which is of the type pertaining to the request under Article 34-4, paragraph (1) of the Act for the first time.

(Expiration Date of Period When Individual Who Is Customer Other Than Professional Investor Is Deemed to Be Professional Investor)

Article 63(1)The case specified by Cabinet Office Order as prescribed in Article 34-3, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Act is one in which a financial instruments business operator, etc. has designated a certain date and publicized the following matters by posting them at a place accessible to the public at its business office or any other office, or by any other appropriate means:

(i)that designated date; and

(ii)to the effect that the day set forth in the following paragraph is the expiration date (meaning the expiration date set forth in Article 34-3, paragraph (2), item (ii) of the Act as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Act; the same applies in paragraph (2) of the following Article and Article 64-2).

(2)The day to be specified by Cabinet Office Order as referred to in Article 34-3, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Act is the day designated by the financial instruments business operator, etc. under the preceding paragraph, which is the latest of the day within one year from the date of acceptance.

(Matters to Be Stated in Documents Indicating Consent by an Individual Who Is a Customer Other Than the Professional Investor That Made a Request)

Article 64(1)The matters to be specified by Cabinet Office Order as referred to in Article 34-3, paragraph (2), item (iv), (a) of the Act as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Act are the fact that the provisions listed in the items of Article 45 do not apply if the applicant falls under any of the persons set forth respectively in such items in regard to the subject contract (meaning the subject contract prescribed in Article 34-3, paragraph (2), item (ii) of the Act; the same applies in the following paragraph and Article 64-3) (excluding the case specified in the proviso to Article 45 of the Act).

(2)The matters to be specified by Cabinet Office Order as referred to in Article 34-3, paragraph (2), item (vii) of the Act as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Act are as follows:

(i)that, with regard to any act related to the subject contract (excluding an investment advisory contract and a discretionary investment contract) concluded prior to the expiration date, which is to be conducted pursuant to the provisions of laws and regulations or the contract, the applicant is treated as a professional investor, even if that act is conducted after the expiration date;

(ii)if the kind of contract pertaining to the request set forth in Article 34-3, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Act falls under any of the kinds specified in Article 53, items (iii) and (iv), to the effect that, with regard to any act related to the subject contract (limited to an investment advisory contract and a discretionary investment contract), which is to be conducted pursuant to the provisions of laws and regulations or the contract, the applicant is treated as a professional investor only with regard to an act conducted prior to the expiration date;

(iii)that the applicant is treated as a professional investor in regard to the subject contract, only by the financial instruments business operator, etc. which has accepted the request pursuant to the provisions of Article 34-3, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Act;

(v)that the applicant may make a request under the provisions of Article 34-4, paragraph (4) of the Act at any time on or after the date of acceptance.

(Period Necessary for an Individual Who Is a Customer Other Than a Professional Investor That Made a Request to Make a Request for Renewal)

Article 64-2(1)The period to be specified by Cabinet Office Order as referred to in Article 34-3, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Act is eleven months (or, in the following cases, the period set forth in the respective items):

(i)when the period between the date of acceptance and the expiration date is less than one year (excluding the case specified in the following item): that period minus one month; or

(ii)when the period between the date of acceptance and the expiration date does not exceed one month: one day.

(2)With regard to the application of the provisions of the preceding paragraph in the cases prescribed in Article 34-3, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Act, the term "date of acceptance" in the items of that paragraph is deemed to be replaced with "day following the previous expiration date".

(Matters to Be Stated in Documents to Be Delivered to an Individual Who Made a Request for Reinstatement as a Customer Other Than a Professional Investor)

Article 64-3The matters to be specified by Cabinet Office Order as referred to in Article 34-3, paragraph (11) of the Act as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Act are as follows:

(i)the day when the acceptance under the provisions of Article 34-4, paragraph (5) of the Act is to be given (hereinafter referred to as the "date of acceptance" in this Article);

(ii)the kind of contract to which the subject contract belongs;

(iii)that the corporation that made a request under the provisions of Article 34-4, paragraph (4) of the Act (hereinafter referred to as the "applicant for reinstatement" in the following item) will be treated as a customer other than a professional investor again when soliciting the conclusion of, or concluding, the subject contract on or after the date of acceptance; and

Section 2 Business

Subsection 1 General Rules

(Money Loan Secured by Securities in Safe Custody)

Article 65The money loan to be specified by Cabinet Office Order as referred to in Article 35, paragraph (1), item (iii) of the Act is the money loan which falls under any of the following items:

(i)a money loan that may be necessary for a customer in maintaining the ownership in the securities specified as follows deposited by a customer for safe custody (limited to the securities owned by the customer which has made such deposit for safety custody), which is secured by such securities, and in which case the total of the amount to be loaned to the customer and the amount of loan already extended as secured by such securities does not exceed five million yen (limited to the amount within the range of market price of the securities as of the time of such loan; the same applies in the next item):

(a)national government bond securities;

(b)municipal bond securities;

(c)government guaranteed bond certificates;

(d)corporate bond certificates;

(e)share certificates;

(f)beneficiary certificates of an investment trust or a foreign investment trust as prescribed in the Act on Investment Trust and Investment Corporations (Act No. 198 of 1951);

(g)investment securities (meaning the investment securities provided in Article 2, paragraph (15) of the Act on Investment Trust and Investment Corporations; the same applies hereinafter), investment corporation bond certificates (meaning the investment corporation bond certificates provided in paragraph (20) of that Article; the same applies in Article 117, paragraph (20), item (iii) and Article 153, paragraph (1), item (iv), (c) and (d)) or foreign investment securities (excluding those similar to certificates of investment equity subscription rights);

(h)instruments or certificates issued by a foreign state or a foreign corporation, which have the natures of the securities listed in (a) through (e);

(ii)if the securities deposited by a customer for safe custody fall under the category of any of the following beneficiary certificates pertaining to an investment trust (limited to the securities owned by the customer that has made the deposit for safety custody), a money loan secured by such securities in the amount equivalent to a cancellation money for such securities, which is to be granted prior to the payment of the cancellation money to the customer that has requested the cancellation of such securities, and in which case the total of the amount to be loaned to the customer and the amount of loan already granted as secured by such securities does not exceed five million yen:

(a)a bond investment trust prescribed in Article 13, item (ii), (a) of the Regulation for Enforcement of the Act on Investment Trust and Investment Corporations (Order of the Prime Minister's Office No. 129 of 2000) which satisfies all of the following requirements and whose primary investment targets comprise financial assets such as short-term public or corporate bonds (meaning the securities listed in (a) through (d) of the preceding item (including instruments or certificates issued by a foreign state or a foreign corporation which have a similar nature thereto)), deposits, money trusts and call loans:

1.that the term of the trust is unlimited;

2.that the account is settled and the amount in excess of the principal is distributed every day, and that the dividend thereof is to be reinvested at the end of each month;

3.that the bond investment trust is cancellable at any time; and

4.that the cancellation money is payable on the day of cancellation or on the business day immediately after such day;

(b)beneficiary certificates of an investment trust which satisfy all of the requirements listed in (a), 1. through 4. and whose primary investment targets comprise financial assets such as medium-term interest-bearing government bonds, deposits, money trusts and call loans; and

(c)beneficiary certificates of the bond investment trust prescribed in Article 25, item (ii) of the Regulation for Enforcement of the Act on Investment Trust and Investment Corporations (limited to the bond investment trust of which accounting period is one day).

(Conclusion of Contracts for Cumulative Investment)

Article 66The conclusion to be specified by Cabinet Office Order as referred to in Article 35, paragraph (1), item (vii) of the Act is the conclusion of a contract which satisfies all of the requirements listed in the following items:

(i)that the contract provides for, as a method of purchases of securities, the types of the securities and the method for the appropriation of a deposit for making purchases;

(ii)that the contract provides, as a method for the management of deposits, that the fruits derived from the money paid and securities deposited by the customer, and the money which the financial instruments business operator's keeps custody due to acceptance of redemption are treated as the cumulative investment deposit, and that accounting of such cumulative investment deposit is managed separately from any other deposit;

(iii)that the contract provides that, in the case of the joint purchase with another customer or financial instruments business operator, it is certain that the customer gains sole ownership in the securities purchased by such customer when the code and number thereof are identified;

(iv)that the contract provides, as a method for the management of securities, that the deposited securities (limited to those co-owned by the financial instruments business operator and the customer) are managed separately from any other securities; and

(v)that the contract may be cancelled if the customer so requests.

(Acts Contributing to Regional Revitalization)

Article 66-2The acts to be specified by Cabinet Office Order as referred to in Article 35, paragraph (1), item (xvii) of the Act are the following acts (in the case of newly acquiring management resources for performing operations to execute the acts in addition to the human resources, information and communications technology, equipment and any other management resources retained by the financial instruments business operator pertaining to the financial instruments business conducted by the financial instruments business operator, even if most of the parts are not used due to demand status, limited to acts that are not likely to hinder the sound and appropriate performance of the operations of the financial instruments business operator and excluding acts falling under the acts specified in items (viii), (xi), (xii) and (xvi) of that paragraph):

(i)consultation on management of other business operators, etc. (meaning a corporation, other organization, and an individual carrying out a business (limited to an individual in the case of performing an act for the interest of the business); the same applies hereinafter in this Article and Article 68), introduction of business operators, etc. or customers related to operations of the other business operator, etc., provision of other necessary information, advice, and acceptance of entrusted affairs related thereto;

(ii)worker dispatch prescribed in Article 2, item (i) of the Act on Securing the Proper Operation of Worker Dispatching Businesses and Protecting Dispatched Workers (Act No. 88 of 1985) related to a professional with highly-skilled capabilities and other professionals contributing to improving the management of business operators, etc. who are users of the financial instruments business operator (limited to the worker dispatch implemented in relation to conducting the acts specified in the preceding item in the course of trade and other operations performed by the financial instruments business operator wherein dispatched workers subject to the worker dispatch (meaning dispatched workers prescribed in item (ii) of that Article and limited to those subject to the worker dispatch prescribed in item (i) of that Article implemented in the course of trade) are not regularly employed workers);

(iii)system design, development, or maintenance (limited to these acts pertaining to a system that is designed or developed solely by the financial instruments business operator or jointly with other business operators, etc., or an equivalent system thereto), or program design, creation, sale (including the sale of peripheral equipment that is necessary in association with the sale of the program), or maintenance (limited to the act pertaining to a program that is designed or created solely by the financial instruments business operator or jointly with other business operators, etc., or an equivalent program thereto) that function by using a computer for other business operators, etc.;

(iv)advertising, publicizing, investigating, analyzing information, or providing information related to the operations of other business operators, etc.; and

(v)visiting users of the financial instruments business operator regularly or in response to a notification.

(Transactions Conducted by Using Fluctuations in Indicators)

Article 67The transactions to be specified by Cabinet Office Order as referred to in Article 35, paragraph (2), item (ii) of the Act are as follows:

(i)foreign commodity market transaction; and

(ii)over-the-counter commodity derivatives transactions.

(Business Subject to Notification)

Article 68The business to be specified by Cabinet Office Order as referred to in Article 35, paragraph (2), item (vii) of the Act is as follows:

(i)business pertaining to purchase and sale of gold bullion, or an intermediation, brokerage, or agency therefor;

(ii)business pertaining to conclusion of a partnership contract, or an intermediation, brokerage, or agency therefor;

(iii)business pertaining to conclusion of a silent partnership contract, or an intermediation, brokerage, or agency therefor;

(iv)business pertaining to conclusion of a loan participation contract (meaning a contract wherein the economic profit and risk of loss originating from a loan claim of a financial institution, etc. is transferred from the original creditor thereof to a third party, instead of transferring any right and obligation arising from the original loan), or an intermediation, brokerage, or agency therefor;

(v)business pertaining to insurance solicitation as prescribed in Article 2, paragraph (26) of the Insurance Business Act or insurance intermediary business operations as prescribed in Article 11, paragraph (3) of the Act on the Provision of Financial Services;

(vi)business pertaining to lease of real properties owned by a financial instruments business operator itself;

(vii)goods leasing business;

(viii)business pertaining to creation and sale of computer programs for the business of any other business operator, etc., and a business to accept the entrustment of computing service;

(ix)business of management of the defined contribution pension prescribed in Article 2, paragraph (7) of the Defined Contribution Pension Act (Act No. 88 of 2001);

(x)business of carrying out the affairs listed in Article 61, paragraph (1), item (i), (ii) or (v) of the Defined Contribution Pension Act (with regard to the affair specified in item (v), limited to the affairs related to the measures set forth in Article 22 of that Act as applied mutatis mutandis pursuant to Article 73 of that Act or the affairs related to the acceptance of a notification on pensions for individuals as prescribed in Article 2, paragraph (3) of that Act), based on an entrustment from the national pension fund association pursuant to the provisions of Article 61, paragraph (1) of that Act;

(xi)trust agreement agency business prescribed in Article 2, paragraph (8) of the Trust Business Act;

(xii)an intermediary service for a conclusion of a contract for the business specified in Article 1, paragraph (1), item (iv) of the Act on Provision of Trust Business by Financial Institutions (Act No. 43 of 1943), a contract for the business specified in item (vi) of that paragraph which relates to the execution of a will, or a contract for the business specified in that item or item (vii) of that paragraph (excluding (a)) which relates to the arrangement of an estate (limited to intermediary services provided for a financial institution engaged in trust business (meaning a financial institution authorized under that paragraph; the same applies hereinafter));

(xiii)financial institution agency service (meaning the bank agency service prescribed in Article 2, paragraph (14) of the Banking Act, the long term credit bank agency service prescribed in Article 16-5, paragraph (2) of the Long-Term Credit Bank Act, the Shinkin Bank agency service prescribed in Article 85-2, paragraph (2) of the Shinkin Bank Act, the credit cooperative agency service prescribed in Article 6-3, paragraph (2) of the Act on Financial Businesses by Cooperative, the Labor Bank agency service prescribed in Article 89-3, paragraph (2) of the Labor Bank Act, the specific credit business agency service prescribed in Article 92-2, paragraph (2) of the Agricultural Cooperatives Act, the specific credit business agency service prescribed in Article 106, paragraph (2) of the Fishery Cooperatives Act, the Norinchukin Bank agency service prescribed in Article 95-2, paragraph (2) of the Norinchukin Bank Act, or the deposit, etc. intermediary business operations prescribed in Article 11, paragraph (2) of the Act on the Provision of Financial Services; the same applies hereinafter);

(xiv)real property management business;

(xv)advisory business related to real property investment;

(xvi)business of a conclusion of a contract on the acquisition or transfer of carbon dioxide equivalent quotas (meaning the carbon dioxide equivalent quotas prescribed in Article 2, paragraph (7) of the Act on Promotion of Global Warming Countermeasures (Act No. 117 of 1998) or any other subject-matter similar thereto; the same applies in the following item), or an intermediation, brokerage, or agency therefor;

(xvii)business of conducting any of the following transactions, or an intermediation, brokerage, or agency therefor:

(a)a transaction wherein the parties mutually promise to pay money with regard to the carbon dioxide equivalent quotas of which quantities are fixed by the parties, based on a quotation for the carbon dioxide equivalent quotas fixed by the parties, or any other transaction similar thereto; and

(b)a transaction wherein the parties thereto promise that one of the parties thereto grants to the other party the right to effect a transaction pertaining to the contract specified in the preceding item and a transaction specified in (a) between the parties upon the other party's manifestation of intention and the other party pays money in consideration for such right, or any other transaction similar thereto;

(xviii)business of conducting the affairs specified in Article 117, paragraph (1), item (iv) of the Act on Investment Trust and Investment Corporations, based on an entrustment by an investment corporation (meaning an investment corporation prescribed in Article 2, paragraph (12) of that Act; the same applies hereinafter) pursuant to the provisions of Article 117, paragraph (1) of that Act; or the business of conducting the affairs related to the management of an organ of a special purpose company, based on entrustment by such special purpose company;

(xix)business of investing money or other properties (excluding Cryptoassets) for other person, as an investment in assets other than securities or rights pertaining to a derivative transaction (excluding the business which falls under any of the categories of business listed in Article 35, paragraph (2), items (i), (ii), (v)-2 and (vi) of the Act);

(xx)business of concluding a contract for a guarantee or assumption of an obligation, or an intermediation, brokerage, or agency therefor;

(xxi)business of making an arrangement with or introducing another business operator, etc., to customers of its business;

(xxii)business of creating any advertisement or promotion in regard to the business of any other business operator, etc.;

(xxiii)funds transfer business prescribed in Article 2, paragraph (2) of the Payment Services Act ; and

(xxiv)business incidental to those listed in Article 35, paragraph (2), items (i) through (vi) of the Act or in the preceding items.

(Notification of Additional Business)

Article 69A financial instruments business operator which intends to file a notification under Article 35, paragraph (3) or (6) of the Act must submit to the Commissioner of the Financial Services Agency or other competent official a written notification stating the type of business to be notified as well as the date of and reason for the commencement or discontinuation of such business, attaching a document specified in the following items in accordance the categories of documents set forth respectively therein:

(i)in the case of the commencement of the business: a document stating the following particulars:

(a)the business methods;

(b)the method of the risk management concerning loss arising from the business; and

(c)the name of the section in charge of the business and the positions of the personnel;

(ii)in the case of the discontinuation of the business: a document stating the means of the treatment of customers' accounts incidental to the discontinuation of such business.

(Applications for Approval of Additional Business)

Article 70(1)A financial instruments business operator which intends to obtain the approval under Article 35, paragraph (4) of the Act must submit to the Commissioner of the Financial Services Agency or other competent official a written application for approval stating the following particulars:

(i)the trade name;

(ii)the registration date and registration number;

(iii)the type of business for which approval is sought; and

(iv)the scheduled date for the commencement of the business.

(2)A document stating the following particulars must be attached to a written application for approval as set forth in the preceding paragraph:

(i)the content of the business and business methods;

(ii)the following matters in relation to the method of risk management concerning risk of loss pertaining to the business:

(a)the method of calculating the value of loss risk equivalent pertaining to the business (in the case of a person engaged in type-I financial instruments business, including the market risk equivalent defined in Article 178, paragraph (1), item (i) and the counterparty risk equivalent defined in item (ii) of that paragraph, and the Basic Risk Equivalent defined in item (iii) of that paragraph; hereinafter the same applies in this item);

(b)the method of the establishment and application of a ceiling on the value of loss risk equivalent pertaining to the business;

(c)the name and structure of the section in charge of the calculation of the value of loss risk equivalent pertaining to the business and the management of the ceiling thereof;

(d)the method of preparation and preservation of materials which would serve as the basis of the calculation of the value of loss risk equivalent pertaining to the business;

(e)the frequency of inspection of the value of loss risk equivalent pertaining to the business and the status of the application of the ceiling thereof, and the name and structure of the section in charge of such inspection; and

(f)any other important matter related to the risk management concerning loss pertaining to the business;

(iii)the organizational structure for executing the business and the positions of the personnel therefor;

(iv)the internal rules regarding the management of the business.

(Establishment of Operational Control System)

Article 70-2(1)The operational control system to be established by a financial instruments business operator, etc. pursuant to Article 35-3 of the Act is to develop internal rules, etc. (meaning internal rules and other documents equivalent thereto) for ensuring the implementation of financial instruments business, etc. in an appropriate way and to implement employee training and other measures to ensure compliance with the internal rules, etc.

(2)The operational control system to be established by a financial instruments business operator, etc. (limited to an operator conducting electronic public offering services or an operator conducting the acts specified in Article 2, paragraph (8), item (vii) of the Act by the method specified in the items of Article 6-2 (limited to the case relating to the securities specified in the items of Article 3 of the Act or the securities not listed on a financial instruments exchange (excluding the securities specified in the items of Article 15-4-2 of the Order)) in the course of trade; the same applies in item (ii)), pursuant to Article 35-3 of the Act, must satisfy the following requirements beyond the requirements under the preceding paragraph.

(i)that the measures to ensure sufficient control of the electronic data processing system pertaining to the financial instruments business, etc. have been taken;

(ii)that, for the matters to be indicated on the sign under Article 36-2, paragraph (1) of the Act pursuant to that paragraph (if the financial instruments business operator, etc. conducts electronic-based application type electronic public offering services, and if it is not a member of any financial instruments firms association (limited to an association having principal association members or members that are persons conducting the business implemented by the financial instruments business operator, etc. (limited to the business pertaining to the electronic-based application type electronic public offering services)), including such fact), measures have been taken to make available for public inspection the contents of information recorded into the files stored on the computer used by the financial instruments business operator via telecommunications line;

(iii)that, for the securities to be handled in the course of electronic-based application type electronic public offering services, etc., measures have been taken for the examination, in an appropriate manner, of the financial status of the issuers, details of business plans , purpose of use of funds and any other matters to facilitate the decision of whether it is appropriate to handle the securities as part of electronic-based application type electronic public offering services, etc. (including the confirmation of the appropriateness of the amount fixed as a target for the subscription amount of customers of the public offering or private placement of securities handled as part of the electronic-based application type electronic public offering services (referred to as "target subscription amount" in the following item and item (v) as well as Article 83, paragraph (1), item (vi), (b) and (c))) in light of the business plan of the issuer;

(iv)that the method of handling the target subscription amount are provided for a case in which the subscription amount of customers of the public offering or private placement of securities handled as part of the electronic-based application type electronic public offering services failed to reach the target subscription amount within the period during which the customers may make a subscription for the acquisition of the securities (referred to as "subscription period" in the following item and Article 83, paragraph (1), item (vi), (a)) and a case in which the subscription amount exceeded the target subscription amount, and that measures have been taken to prevent the customers' misunderstanding as to the method;

(v)that, in relation to the public offering or private placement of the securities handled as part of the electronic-based application type electronic public offering services, if the financial instruments business operator, etc. uses a method whereby the securities are issued subject to the achievement of the target subscription amount for the subscription amount of customer within the subscription period, measures have been taken to ensure that the issuer will not receive the payment of subscription price (including anything equivalent to this; the same applies in item (vii) and Article 83, paragraph (1), item (vi), sub-item (d))before the target subscription amount is achieved;

(vi)that the measures have been taken to confirm that customers may withdraw the subscription or cancel the subscription contract with the issuer before the elapse of the period which is not less than eight days from the day when the customer of the electronic-based application type electronic public offering services, etc. made a subscription for the acquisition of securities to be handled as part of the electronic-based application type electronic public offering services;

(vii)that the measures have been taken to ensure that the issuer provides customers with appropriate information on the business on a regular basis after the issuer receives the payment of the subscription price by the customer of the electronic-based application type electronic public offering services; and

(viii)that necessary and appropriate measures have been taken to prevent the total amount of issue value of the securities for the public offering or private placement handled as part of the type-I small amount electronic public offering service or type-II small amount electronic public offering service and the amount to be paid by the person acquiring the securities from falling below the requirements specified in the items of Article 15-10-3 of the Order (including the measure for the appropriate calculation of the total amount of issue value of the securities or the amount to be paid by the person acquiring the securities in accordance with the calculation methods provided in the paragraphs of Article 16-3).

(3)The term "electronic-based application type electronic public offering services, etc." referred to in items (ii) through (vii) of the preceding paragraph means electronic-based application type electronic public offering services (meaning an electronic public offering services whereby the counterparty to the electronic public offering services (hereinafter referred to as a "customer" in this paragraph) makes a subscription for the acquisition of securities by the following means; hereinafter the same applies in this paragraph), or electronic public offering services conducted by a type-I small amount electronic public offering service provider or type-II small amount electronic public offering service provider (excluding services which fall under the category of electronic-based application type electronic public offering services; hereinafter the same applies in this paragraph), and the acts specified in Article 2, paragraph (8), item (ix) of the Act in relation to the securities for the public offering and private placement to be handled as part of these services (excluding the services which fall under the categories of electronic-based application type electronic public offering services, or electronic public offering services conducted by a type-I small amount electronic public offering service provider or type-II small amount electronic public offering service provider):

(i)a means whereby the matters relating to the securities to be subscribed for by a customer recorded in the files stored on a computer used by a financial instruments business operator, etc. are made available for inspection via telecommunication lines, and by the matters relating to the subscription by the customer is recorded in the file stored on a computer used by the financial instruments business operator, etc.; or

(ii)a means whereby the matters relating to the securities to be subscribed for by a customer that intends to make a subscription for the acquisition of the securities are transmitted via telecommunication lines connecting a computer used by a financial instruments business operator, etc. and a computer used by the customer or similar means (excluding the case of involving a communication through audio transmission), and by the matters relating to the subscription by the customer are recorded in the file stored on a computer used by the financial instruments business operator, etc.

(4)The operational control systems to be established by financial instruments business operators, etc. (limited to the business operators conducting high-speed trading as financial instruments business, etc.) pursuant to Article 35-3 of the Act are the measures to ensure sufficient management of an electronic data processing systems for the high-speed trading and other facilities, beyond the requirements under paragraph (1).

(5)The operational control system to be established by Financial Instruments Business Operators, etc. (limited to those conducting the Securities, etc. Management Business or the business prescribed in Article 7, item (xi) with regard to Electronically Recorded Transferable Rights to Be Indicated on Securities, etc.) pursuant to Article 35-3 of the Act are the measures to ensure that the business operators formulate, publicize and implement the policies concerning the performance of obligations in cases where they are unable to perform all of the obligations in relation to the management of Electronically Recorded Transferable Rights to Be Indicated on Securities, etc. that the business operators assume against their customers, out of Electronically Recorded Transferable Rights to Be Indicated on Securities, etc. that the Financial Instruments Business Operators, etc. manage distinctively or separately from their own assets under the provisions of Article 43-2, paragraph (1) or Article 43-3, paragraph (1) of the Act, as a result of the improper disclosure, loss, or damage of information necessary for transferring financial values on which Electronically Recorded Transferable Rights to Be Indicated on Securities, etc. are indicated or due to other grounds (policies include actions necessary for performing the relevant obligations and times to take those actions), in addition to the requirements under paragraph (1).

(6)The operational control systems to be established by financial instruments business operators, etc. (limited to the business operators whose parent company (meaning a parent company provided in Article 57-2, paragraph (8) of the Act; hereinafter the same applies in this paragraph) is a foreign company designated by the Commissioner of the Financial Services Agency) pursuant to Article 35-3 of the Act are the measures to ensure continuous implementation of business with the parent company as prescribed by the Commissioner of the Financial Services Agency, in addition to the requirements under paragraph (1).

(7)The operational control systems to be established by financial instruments business operators, etc. (limited to an operator conducting the purchase and sale of securities or market derivatives transactions on the financial instruments exchange market (limited to those conducted outside the trading session or through off-floor trading as prescribed in the operational rules of a financial instruments exchange operating the financial instruments exchange market) or a brokerage service for the entrustment of those transactions (excluding brokerage for the clearing of securities, etc.) in the course of trade by using an intra-company transaction system (meaning a system under which the financial instruments business operators, etc. or any other person determines the price of the purchase and sale of securities or market derivatives transactions or other transaction conditions or conducts similar acts by using electronic data processing systems with many persons as the other party or each party simultaneously, but excluding the proprietary trading system prescribed in Article 26-2-2, paragraph (7) of the Order; the same applies hereinafter in this paragraph and Article 158, paragraph (5))) pursuant to Article 35-3 of the Act must meet the following requirements, in addition to the requirements under paragraph (1):

(i)measures are taken to understand the operation status of the intra-company transaction system that the financial instruments business operator, etc. uses (excluding the system established by the financial instruments business operator, etc.); and

(ii)measures are taken to provide appropriate explanation to customers concerning the intra-company transaction system that the financial instruments business operator, etc. uses on the following matters, in light of the customers' knowledge, experience, conditions of property, and purpose of conducting the purchase and sale of securities or market derivatives transactions:

(a)conditions in the case of using the intra-company transaction system; and

(b)a person establishing the intra-company transaction system, a person who can participate in making decisions on transaction conditions, methods of making decisions on transaction conditions, and other information related to operation of the intra-company transaction system.

(Range of Financial Instruments Related Business)

Article 70-3The businesses to be specified by Cabinet Office Order as referred to in Article 36, paragraph (2) of the Act are the businesses specified in the following items according to the category of cases set forth in the respective items:

(i)when a specified financial instruments business operator, etc. (meaning a specified financial instruments business operator, etc. prescribed in Article 36, paragraph (3) of the Act; the same applies hereinafter) is a person listed in Article 15-27, item (i) of the Order: the businesses listed in (a) and (b) below:

(a)financial instruments business or registered financial institution business; and

(b)a business incidental to financial instruments business prescribed in Article 35, paragraph (1) of the Act (including a business conducted by a subsidiary financial institution, etc. of such specified financial instruments business operator, etc. (meaning a subsidiary financial institution, etc. prescribed in Article 36, paragraph (5) of the Act; the same applies hereinafter) that is equivalent to such business); and

(ii)when a specified financial instruments business operator, etc. is a person listed in Article 15-27, item (ii) of the Order: the businesses listed in (a) and (b) below:

(a)financial instruments business or registered financial institution business; and

(b)a business incidental to financial instruments business prescribed in Article 35, paragraph (1) of the Act.

(Measures Required So That Interests of Customer Would Not Be Unjustly Impaired)

Article 70-4(1)A specified financial instruments business operator, etc. must take the following measures so that, as a result of any transaction it or its parent financial institution, etc. (meaning a parent financial institution, etc. prescribed in Article 36, paragraph (4) of the Act; the same applies hereinafter) or subsidiary financial institution, etc. conducts, the interests of a customer pertaining to financial instruments related business (meaning a financial instruments related business prescribed in paragraph (2) of that Article; the same applies hereinafter) conducted by the specified financial instruments business operator, etc. or its subsidiary financial institution etc. would not be unjustly impaired:

(i)the establishment of a system for identifying a subject transaction in an appropriate manner;

(ii)the establishment of a system for ensuring in an appropriate manner the protection of such customer by following means and any other means:

(a)means of separating the section conducting the subject transaction and the section conducting a transaction with such customer;

(b)means of changing the terms or means of the subject transaction or the transaction with such customer;

(c)means of discontinuing the subject transaction or the transaction with such customer; and

(d)means of disclosing in an appropriate fashion that as a result of the subject transaction, the interests of such customer might be unjustly impaired;

(iii)the formulation of policies for implementing the measures listed in the preceding two items and the publication of an overview thereof by an appropriate means; and

(iv)the storage of the following records:

(a)the records pertaining to the identification of subject transactions performed under the system under item (i); and

(b)the records pertaining to the measures for ensuring in an appropriate manner the protection of customers performed under the system under item (ii).

(2)The records prescribed in item (iv) of the preceding paragraph must be preserved for five years after the preparation thereof.

(3)A "subject transaction" under paragraph (1) means a transaction conducted by a specified financial instruments business operator, etc. or its parent financial institution, etc., or subsidiary financial institution, etc., as a result of which the interests of a customer pertaining to financial instruments related business conducted by such specified financial instruments business operator, etc. or its subsidiary financial institution, etc. might be unjustly impaired.

(Forms of Signs to Be Posted)

Article 71The forms to be specified by Cabinet Office Order as referred to in Article 36-2, paragraph (1) of the Act are the forms specified in the following items, in accordance with the categories of the persons respectively set forth therein:

(i)financial instruments business operator: Appended Form No. 10; or

(ii)registered financial institution: Appended Form 11.

(Acts Similar to Advertising)

Article 72The acts to be specified by Cabinet Office Order as referred to in the paragraphs of Article 37 of the Act are the provision of identical information to many persons, by means of postal mail, correspondences delivery (meaning a correspondence delivery as prescribed in Article 2, paragraph (2) of the Act on Correspondence Delivery by Private Business Operators (Act No. 99 of 2002) that is provided by a general correspondence delivery operator as prescribed in paragraph (6) of that Article or by a specified correspondence delivery operator as prescribed in paragraph (9) of that Article; the same applies in Article 266), transmission by facsimile devices, transmission by electronic mails (meaning the electronic mail prescribed in Article 2, item (i) of the Act on Regulation of Transmission of Specified Electronic Mail (Act No. 26 of 2002); the same applies in Article 266), distribution of leaflets or pamphlets or by any other means (excluding those listed in the following):

(i)distribution of documents prepared in accordance with laws or regulations, or in accordance with the dispositions rendered by administrative agencies under the laws and regulations;

(ii)distribution of materials on the analysis and appraisal of the respective companies not intended to be used for solicitation for the conclusion of a financial instruments transaction contract;

(iii)provision of premiums or any other goods only indicating all of the following information (limited to premiums or goods clearly and accurately indicating the information listed in (b) through (d)) (if any of the following information is not indicated on the premiums or other goods, such provision includes the provision of such premiums or other goods incorporating other goods indicating such information as an integral part thereof):

(a)the name, issue or alias of any of the following:

1.the financial instruments transaction contract or the types thereof;

2.the securities or the types thereof;

3.the business subject to investment or the types thereof; or

4.the information equivalent to those listed in 1. through 3.;

(b)the trade name, name or alias of the financial instruments business operator, etc. which provides identical information to many persons by the means specified in this item;

(c)the matters specified in Article 16, paragraph (2), item (i) of the Cabinet Order and the matters specified in Article 76, item (iii) (limited to the case where the letters or numerical characters representing such matter are indicated in a size which does not differ substantially from the size of the largest letters or numerical characters representing matters other than such matters);

(d)a notice to the effect that the recipient thereof should read any of the following documents comprehensively:

1.the document prescribed in Article 37-3, paragraph (1) of the Act (hereinafter referred to as the "document for delivery prior to conclusion of contract");

2.the explanatory document on listed securities, etc. prescribed in Article 80, paragraph (1), item (i);

3.the prospectus prescribed in Article 80, paragraph (1), item (iii) (if there is any document to be delivered as an integral part of such prospectus pursuant to the provisions of that item;, such prospectus and such document); and

4.the explanatory document on change to contract information prescribed in Article 80, paragraph (1), item (iv), (b).

(Method of Indication of Advertisement on the Content of Financial Instruments Business)

Article 73(1)If a financial instruments business operator, etc. intends to make an advertisement or to conduct any other acts specified in the preceding Article (hereinafter referred to as the "advertisement, etc." in this Subsection) with regard to the contents of its financial instruments business (in the case of a registered financial institution, its registered financial institution business; the same applies in the following paragraph and paragraph (3)), it must clearly and accurately indicate the matters listed in the items of Article 37, paragraph (1) of the Act.

(2)If a financial instruments business operator, etc. intends to make an advertisement, etc. in regard to the contents of its financial instruments business, it is to indicate the letters or numerical characters representing the matters specified in Article 16, paragraph (1), items (iv) and (v) of the Cabinet Order and the matters specified in Article 76, item (iii)in a size which does not differ substantially from the size of the largest letters or numerical characters representing matters other than such matters.

(3)Notwithstanding the provisions of the preceding paragraph, if a financial instruments business operator, etc. intends to make any advertisement of the contents of its financial instruments business by means of having broadcast through the use of broadcasting facilities of a basic broadcaster (meaning the basic broadcaster prescribed in Article 2, item (xxiii) of the Broadcast Act (Act No. 132 of 1950) and excluding the Japan Broadcasting Corporation and the Open University of Japan (meaning the Open University of Japan defined in Article 3 of the Act on the Open University of Japan (Act No. 156 of 2002); the same applies hereinafter) or by any of the means listed in the items of Article 77, paragraph (1) (excluding the means of sound broadcasting), it is to indicate the letters or numerical characters representing the matters specified in Article 16, paragraph (2), item (i) of the Cabinet Order and the matters specified in Article 76, item (iii)in a size which does not differ substantially from the size of the largest letters or numerical characters representing matters other than such matters.

(Matters Related to Consideration Payable by Customers)

Article 74(1)The matters to be specified by Cabinet Office Order as referred to in Article 16, paragraph (1), item (i) of the Order are the amount of the consideration payable by customers in relation to a financial instruments transaction contract irrespective of its name such as fees, remuneration, expenses or others (excluding the price of the securities or the amount of security deposit, etc. (meaning the amount of security deposit, etc. prescribed in item (iii) of that paragraph; the same applies in Article 268, paragraph (1); hereinafter referred to as the "fees, etc." in this Subsection)) itemized by the types of such consideration or the upper limit thereof, or the outline of the means of calculation thereof (including the ratio to the price of the securities, the amount of the derivative transactions, etc. prescribed in Article 16, paragraph (1), item (iii) of the Order or the amount of investment properties, which pertains to the financial instruments transaction contract, or the ratio to the profit generating from the acts that constitute financial instruments transactions; hereinafter the same applies in this paragraph); and the total of such amount or upper limit thereof, or the outline of the method of calculation thereof; provided, however, that if these details cannot be indicated, such fact and the reason therefor are indicated.

(2)If the financial instruments transaction contract set forth in the preceding paragraph pertains to the acquisition of rights to be indicated on the securities specified in Article 2, paragraph (1), item (x) or (xi) of the Act or of the rights specified in paragraph (2), item (v) or (vi) of that Article (hereinafter referred to as the "investment trust beneficial interests, etc." in this Article and Article 268), and if the properties pertaining to such investment trust beneficial interests, etc. is to be invested or contributed in another investment trust beneficial interests, etc. (such other investment trust beneficial interests, etc. are hereinafter referred to as the "target investment trust beneficial interests, etc." in this Article), the fees, etc. set forth in the preceding paragraph are to include a trust fee and any other fees, etc. pertaining to such target investment trust beneficial interests, etc.

(3)If the property pertaining to the target investment trust beneficial interests, etc. set forth in the preceding paragraph are to be invested or contributed in another investment trust beneficial interests, etc., such other investment trust beneficial interests, etc. are deemed to be a target investment trust beneficial interests, etc., and the provisions of the preceding two paragraphs apply.

(4)The provisions of the preceding paragraph apply mutatis mutandis to a case in which the property pertaining to the investment trust beneficial interests, etc. which is deemed to be a target investment trust beneficial interests, etc. pursuant to the provisions of that paragraph (including as applied mutatis mutandis pursuant to this paragraph) is to be invested or contributed in another investment trust beneficial interests, etc.

(Matters Equivalent to Sale Price and Purchase Price)

Article 75The matters to be specified by Cabinet Office Order as referred to in Article 16, paragraph (1), item (vi) of the Order are the matters listed in the following items, in accordance with the categories of the transactions respectively set forth therein:

(i)the transaction specified in Article 2, paragraph (22), item (ii) of the Act: the agreed figure under the transactions wherein the person becomes the party paying money when the actual figure (meaning the actual figure prescribed in item (ii), paragraph (21) of that Article; the same applies hereinafter) exceeds the agreed figure (meaning the agreed figure prescribed in that item; the same applies hereinafter), and the agreed figure under the transactions wherein the person becomes the party receiving such money, or any other figures similar thereto;

(ii)the transaction specified in Article 2, paragraph (22), item (iii) or (iv) of the Act: the amount of consideration for the rights in regard to the transaction wherein the person becomes the party granting the rights specified in item (iii) or (iv) of that paragraph, and the amount of consideration for the rights in regard the transaction wherein the person becomes the party acquiring such rights;

(iii)the transaction specified in Article 2, paragraph (22), item (v) of the Act: the interest rates, etc. (meaning the interest rates, etc. prescribed in paragraph (21), item (iv) of that Article; the same applies hereinafter) of the financial instruments (excluding that specified in paragraph (24), item (iii) of that Article) or the financial indicator as of the time of the commencement of the agreed period for the transaction wherein the person becomes the party paying money when the interest rates, etc. or the financial indicators of the financial instruments rise within the agreed period, and the interest rates, etc. of the financial instruments or the financial indicators as of the time of the commencement of the agreed period for the transaction wherein the person becomes the party receiving money when the interest rates, etc. of the financial instruments or the financial indicator rise within the agreed period, or any other figures similar thereto; and

(iv)the transaction specified in Article 2, paragraph (22), item (vi) of the Act: the conditions of the transaction wherein the person becomes the party paying money in the case of the occurrence of any event specified in that item, and the conditions of the transaction wherein the person becomes the party receiving money in such case, or any other conditions similar thereto.

(Important Matters Which May Have Impact on Customers' Decision)

Article 76The matters to be specified by Cabinet Office Order as referred to in Article 16, paragraph (1), item (vii) of the Order are as follows:

(i)the facts regarding important matters on the financial instruments transaction contract, which would be disadvantageous to the customer;

(ii)if the financial instruments business operator, etc. is a member of a financial instruments firms association (limited to an association having principal association members or members that are persons conducting the business related to the contents of the financial instruments business), such fact and the name of such financial instruments firms association; and

(iii)in cases of an Advertisement, etc. regarding the Acts of Financial Instruments Transaction for Cryptoassets, the following matters:

(a)the fact that Cryptoassets are not the Japanese currency or a foreign currency; and

(b)the fact that Cryptoassets can be used for the purpose of paying consideration only with the consent of the person who receives payment of consideration.

(iv)in cases of advertisement, etc. regarding the acts of financial instruments transaction for the leveraged indicator, etc. (meaning the quotations on the financial instruments market and other indicators for which a calculation is made so that their daily fluctuation rate becomes the ratio obtained by multiplying the daily fluctuation rate of another indicator (referred to as the "original index" in sub-item (a) below and Article 83, paragraph (1), item (viii), sub-item (a)) by a certain factor; the same applies in Article 78, item (xiv) and Article 83, paragraph (1), item (viii)), the following matters:

(a)if there is a risk that any difference may occur between the fluctuation rate of the leveraged indicator, etc. and the ratio obtained by multiplying the fluctuation rate of the original index by a certain factor, to that effect and the reasons therefor; and

(b)when an investment in securities relating to the leveraged indicator, etc. does not meet the objective of medium- to long-term investments, to that effect and the reasons therefor.

(Method Equivalent to Broadcasting Using Broadcasting Facilities of Basic Broadcaster)

Article 77(1)The methods to be specified by Cabinet Office Order as referred to in Article 16, paragraph (2) of the Order are as follows:

(i)to broadcast using the broadcasting facilities of private broadcaster (meaning the private broadcaster defined in Article 2, item (xxv) of the Broadcast Act; the same applies in article 270, paragraph (1), item (i));

(ii)to make available for the customer's inspection the contents of the information recorded into the files stored on the computer used by a financial instruments business operator, etc. or by a person that has accepted entrustment of the service of an advertisement, etc. to be made by the financial instruments business operator, etc. (limited to information identical to that provided by means of broadcasting using the broadcasting facilities of a basic broadcaster or by the means specified in the preceding item) via telecommunications line; or

(iii)to expose to the public an indoor or outdoor advertisement regularly or continuously for a fixed period, by means of posting or indicating it on signboards, standing signboards, bills, notices, advertising towers, billboards, buildings or any other structures, or any other methods similar thereto.

(2)The matters to be specified by Cabinet Office Order as referred to in Article 16, paragraph (2), item (ii) of the Order are the matters specified in Article 72, item (iii), sub-item (d) and item (iii) of the preceding Article.

(Matters Prohibited from Misleading Advertisements)

Article 78The matters to be specified by Cabinet Office Order as referred to in Article 37, paragraph (2) of the Act are as follows:

(i)the matters related to cancellation of a financial instruments transaction contract (including matters related to the provisions of Article 37-6, paragraphs (1) through (4) of the Act);

(ii)the matters related to the sharing of all or part of the losses or a guarantee of profit, in connection with a financial instruments transaction contract;

(iii)the matters related to agreement for liquidated damages (including penalties) pertaining to the financial instruments transaction contract;

(iv)the matters related to the financial instruments market or any other market similar thereto located in a foreign state, which pertains to the financial instruments transaction contract (in the case of conducting commodity-related business, including a commodity market (meaning the commodity market provided in Article 2, paragraph (9) of the Commodity Derivatives Act) or a foreign commodity market (meaning the foreign commodity market provided in paragraph (12) of that Article); the same applies in Article 271, item (iv));

(v)the matters related to the financial resources or credit of the financial instruments business operator, etc.;

(vi)the matters related to the performance of the financial instruments business conducted by the financial instruments business operator, etc. (in the case of a registered financial institution, the performance of the registered financial institution business conducted by the registered financial institution);

(vii)the matters related to the amount of the fees, etc. payable by customers in connection with a financial instruments transaction contract or the method of calculation therefor, and the method and timing of the payment of such fees, etc. and the payee of such fees, etc.;

(viii)in cases of an advertisement, etc. for the purchase and sale or any other transaction of the mortgage securities, etc. (meaning the securities specified in Article 2, paragraph (1), item (xvi) of the Act, or the securities specified in item (xvii) of that paragraph (limited to those which have the nature specified in item (xvi) of that paragraph); the same applies hereinafter), the following matters:

(a)the matters related to the certainty or guarantee of the payment of principal and interests of the claims specified in the mortgage securities, etc.;

(b)the matters related to recommendation regarding a financial instruments business operator, etc.;

(c)the matters related to interest; and

(d)the matters related to the collateral on which the mortgage has been created, as stated in the mortgage securities, etc.;

(ix)in cases of an advertisement, etc. regarding an investment advisory contract, the matters related to the contents and methods of advice;

(x)in cases of an advertisement, etc. of a discretionary investment contract or a contract for conducting acts specified in Article 2, paragraph (8), item (xv) of the Act, the matters related to the contents and method of making the investment decisions;

(xi)in cases of an advertisement, etc. regarding the public offering or private placement of the rights specified in Article 7, item (iv), (d), 1., the matters related to bloodlines of the racehorses and the status of the management of the breeding thereof.

(xii)in cases of an Advertisement, etc. regarding the Acts of Financial Instruments Transaction for Electronically Recorded Transferable Rights to Be Indicated on Securities, etc., the following matters:

(a)the nature of the Electronically Recorded Transferable Rights to Be Indicated on Securities, etc.; and

(b)the matters related to the mechanism for the holding and transfer of the Electronically Recorded Transferable Rights to Be Indicated on Securities, etc.; and

(xiii)in cases of an Advertisement, etc. regarding the Acts of Financial Instruments Transaction for Cryptoassets:

(a)the nature of the Cryptoassets;

(b)the matters related to the mechanism for the holding and transfer of the Cryptoassets;

(c)the matters related to changes in transaction volumes or prices of the Cryptoassets or prospects for these;

(d)the matters related to the content of the rights and obligations indicated on the Cryptoassets; and

(e)the matters related to the financial resources or credit of the person who issues or intends to issue the Cryptoassets, the debtor pertaining to the rights indicated on the Cryptoassets, or the person who can exert a material impact on the value or the mechanism of the Cryptoassets, or the business conducted by such person.

(xiv)in cases of advertisement, etc. regarding the acts of financial instruments transaction for the leveraged indicator, etc., the following matters:

(a)the nature of the leveraged indicator, etc. or securities relating to the leveraged indicator, etc.; and

(b)the matters related to changes in figures of the leveraged indicator, etc. or in prices of securities relating to the leveraged indicator, etc., or prospects for these.

(How Matters Are Stated a Document for Delivery Prior to the Conclusion of a Contract)

Article 79(1)The matters set forth in the items of Article 37-3, paragraph (1) of the Act must be stated unambiguously and accurately in the document for delivery prior to conclusion of contract by using letters, characters and numerals larger than 8-point as provided in the JIS Z8305.

(2)Notwithstanding the provisions of the preceding paragraph, the matters listed in the following items are to be stated unambiguously and accurately after the matters required to be stated under the following paragraph in the frame of the document for delivery prior to conclusion of contract by using letters, characters and numerals larger than 12-point as provided in the JIS Z8305:

(i)an outline of the matters listed in Article 37-3, paragraph (1), item (iv) of the Act, and the matters listed in Article 37-3, paragraph (1), items (v) and (vi) of the Act and Article 82, items (iii) through (vi) of this Cabinet Office Order;

(ii)if the financial instruments transaction contract is a contract for over-the-counter derivatives transactions (meaning contracts listed in Article 16-4, paragraph (1), item (i), sub-items (a) through (c) of the Order (hereinafter referred to as the "over-the-counter transactions of financial futures") or contracts listed in that item pertaining to the transactions listed in sub-item (d) of that item, or contracts listed in item (ii) of that paragraph (excluding contracts pertaining to transactions listed in Article 116, paragraph (1), item (iii), (a) and (b)); the same applies hereinafter), the matters listed in Article 94, paragraph (1), items (i) and (iv); and

(iii)if the financial instruments transaction contract relates to a transaction pertaining to electronic-based application type electronic public offering services (meaning the electronic-based application type electronic public offering services, etc. provided in Article 70-2, paragraph (3); the same applies hereinafter), whether the matters specified in Article 83, paragraph (1), item (vi), (f) and (g) are applicable;

(iv)the matter listed in Article 82, item (ix).

(3)A financial instruments business operator, etc. is to, when preparing the document for delivery prior to conclusion of contract, state plainly the matter listed in Article 82, item (i), the matters listed in Article 92-2, paragraph (1), item (iii) (but only if the financial instruments transaction contract to be concluded pertains to the purchase and sale and other transactions of the right of the equity of business subject to investment, of which business subject to investment pertaining to the equity of business subject to investment is the business other than a business which invests primarily in the rights pertaining to securities or derivative transactions), and particularly important matters that may have an impact on customers' judgment among the matters listed in the items of Article 37-3, paragraph (1) of the Act at the beginning of the document for delivery prior to conclusion of contract by using letters, characters and numerals larger than 12-point as provided in the JIS Z8305.

(Exemption from Requirement to Deliver Documents for Delivery Prior to the Conclusion of a Contract)

Article 80(1)The matters to be specified by Cabinet Office Order as referred to in the proviso to Article 37-3, paragraph (1) of the Act are as follows:

(i)if, with regard to the purchase and sale or any other transaction of securities listed on a financial instruments exchange market, over-the-counter traded securities (excluding the securities specified in Article 2, paragraph (1), item (xix) of the Act and the securities designated by the Commissioner of the Financial Services Agency), securities listed on an exchange located in a foreign state which is similar to a financial instruments exchange, or securities traded on a market located in a foreign state which is similar to the over-the counter securities market (excluding the securities designated by the Commissioner of the Financial Services Agency) (the above excludes transactions which fall under the category of derivative transactions, and also excludes margin transactions, when-issued transaction or any other transaction similar to those transactions; hereinafter collectively referred to as the "purchase and sale, etc. of listed securities, etc."), a financial instruments business operator, etc., within one year prior to the conclusion of the financial instruments transaction contract pertaining to the transaction, had delivered to the customer a document on the financial instruments transaction contract containing the matters set forth in Article 37-3, paragraph (1), items (i) through (v) of the Act and Article 82, items (i), (iii), (v), (xi), (xiv) and (xv), and Article 83, paragraph (1), item (viii) of this Cabinet Office Order prepared in accordance with the means equivalent to those specified in the preceding Article (hereinafter referred to as the "explanatory document on listed securities, etc.");

(ii)if, within one year prior to the conclusion of the financial instruments transaction contract pertaining to the purchase and sale of securities (meaning the purchase and sale of securities prescribed in Article 2, paragraph (8), item (i) of the Act; the same applies hereinafter), any other type of transaction of securities, or derivative transactions, etc., a financial instruments business operator, etc. has delivered to the customer a document for delivery prior to conclusion of contract related to any other financial instruments transaction contract which is in substance identical to the first-mentioned financial instruments transaction contract;

(iii)if the financial instruments business operator, etc. has delivered to the customer a prospectus (limited to a prospectus containing all of the matters to be stated in the document for delivery prior to conclusion of contract, as prepared in accordance with the means equivalent to those specified in the preceding Article) (if the prospectus does not contain all of such matters, including if a document stating all of the matters not contained therein has been delivered as an integral part of such prospectus), or in the cases specified in Article 15, paragraph (2), item (ii) of the Act;

(iv)if the financial instruments business operator, etc. intends to conclude a financial instruments transaction contract for the purpose of effecting a partial change to any term of a financial instruments transaction contract already in effect, the following cases:

(a)if such partial change does not result in a change to the matters to be stated in the document for delivery prior to conclusion of contract pertaining to the financial instruments transaction contract already in effect; or

(b)if such partial change results in a change to the matters to be stated in the document for delivery prior to conclusion of contract pertaining to the financial instruments transaction contract already in effect, a case in which the financial instruments business operator, etc. has delivered to the customer a document stating the matters subject to such change (hereinafter referred to as the "explanatory document on change to contract information");

(v)in cases where a Financial Instruments Business Operator, etc. intends to conclude a Financial instruments transaction contract pertaining to Purchase and Sale, etc. of Listed Securities, etc., and has provided the matters to be stated in an Explanatory Document on Listed Securities, etc. to the relevant customer (limited to a customer who has received the delivery of an Explanatory Document on Listed Securities, etc. from the Financial Instruments Business Operator, etc.) by using an electronic data processing system in a manner to make them available for customers' inspection (limited to cases satisfying all of the following requirements and excluding cases where said customer has requested the delivery of an Explanatory Document on Listed Securities, etc.):

(a)that the Financial Instruments Business Operator, etc. has provided said customer with an explanation in advance to the effect that the relevant matters will be provided in the manner to make them available for customers' inspection and that an Explanatory Document on Listed Securities, etc. will be delivered upon a request of the customer by way of delivering a document or by any other appropriate method;

(b)that the Financial Instruments Business Operator, etc. has provided said customer with information necessary for receiving the provision of the relevant matters by way of delivering a document or by any other appropriate method within one year prior to the conclusion of the Financial instruments transaction contract pertaining to said Purchase and Sale, etc. of Listed Securities, etc.;

(c)that it has been made sure that those matters are indicated, in an easily visible location for the customer, on the screen of a computer used by the customer in accordance with the method prescribed in the preceding Article; and

(d)that measures have been taken to ensure that those matters are kept available for easy inspection by said customer for the period until five years have elapsed from the day when said Purchase and Sale, etc. of Listed Securities, etc. was conducted (if any complaint related to those matters has been raised within the period before the expiration date of such period, for the period until either the expiration date of such period or the day when such complaint was settled, whichever comes later);

(vi)in cases where a Financial Instruments Business Operator, etc. intends to conclude a Financial instruments transaction contract pertaining to purchase and sale or other transactions of Securities set forth in Article 2, paragraph (1), items (i) to (iii) or (v) of the Act (excluding corporate bond certificates with share options; hereinafter the same applies in this item) or the Securities set forth in item (xvii) of that paragraph that have the nature of the Securities set forth in items (i) to (iii) or (v) of that paragraph (limited to such Securities for which the due date (limited to the fixed due date; hereinafter the same applies in this item) and the amount of redemption (limited to the fixed amount; hereinafter the same applies in this item) are specified and to which no conditions are attached to the effect that all or part of the amount of redemption as of the due date will not be redeemed, and excluding the Securities designated by the Commissioner of the Financial Services Agency) (the purchase and sale or other transactions exclude those falling under the category of Derivative Transactions, and also exclude Margin Transactions, When-Issued Transactions or any other transactions similar to these; referred to as "Purchase and Sale, etc. of Claims" in sub-items (b) and (d)), and has provided the matters to be stated in a Document for Delivery Prior to Conclusion of Contract to the relevant customer (limited to a customer who has received the delivery of a Document for Delivery Prior to Conclusion of Contract pertaining to a Financial instruments transaction contract that had a similar content to that of the relevant Financial instruments transaction contract from the Financial Instruments Business Operator, etc.) by using an electronic data processing system in a manner to make them available for customers' inspection (limited to cases satisfying all of the following requirements and excluding cases where the customer has requested the delivery of a Document for Delivery Prior to Conclusion of Contract):

(a)that the Financial Instruments Business Operator, etc. has provided the customer with an explanation in advance to the effect that the relevant matters will be provided in the manner to make them available for customers' inspection and that a Document for Delivery Prior to Conclusion of Contract will be delivered upon a request of the customer by way of delivering a document or by any other appropriate method;

(b)that the Financial Instruments Business Operator, etc. has provided the customer with information necessary for receiving the provision of the relevant matters by way of delivering a document or by any other appropriate method within one year prior to the conclusion of the Financial instruments transaction contract pertaining to the Purchase and Sale, etc. of Claims;

(d)that measures have been taken to ensure that those matters are kept available for easy inspection by the customer for the period until five years have elapsed from the day when the Purchase and Sale, etc. of Claims was conducted (if any complaint related to those matters has been raised within the period before the expiration date of such period, for the period until either the expiration date of such period or the day when such complaint was settled, whichever comes later);

(vii)in cases where the provision, etc. of important information in a simple manner has been conducted and explanations have been given to a customer on the matters specified in Article 37-3, paragraph (1), items (iii) through (vii) of the Act (in the cases specified in item (iv), (b), limited to the matters related to the change as prescribed in that item), in a manner and to the extent necessary for ensuring that the customer understands such matters, in light of the customer's knowledge, experience, and conditions of property and in light of the purpose of concluding the financial instruments transaction contract (in cases where the matters to be stated in a document for delivery prior to conclusion of contract (in the case of intending to conclude a financial instruments transaction contract pertaining to purchase and sale, etc. of listed securities, etc., a document for delivery prior to conclusion of contract or explanatory document on listed securities, etc. or in the cases as prescribed in item (iv), (b), a document for delivery prior to conclusion of contract or explanatory document on changes to contract information; the same applies hereinafter in this item, paragraph (6), items (ii) and (iii)) are provided to the relevant customer by using an electronic data processing system in a manner that makes them available for customers' inspection, excluding the cases where the customer requests delivery of the document for delivery prior to conclusion of contract only where the following requirements are fully satisfied):

(a)matters to be stated in the document for delivery prior to conclusion of contract have been displayed in an easily visible location for the customer, on the screen of a computer used by the customer in accordance with the method prescribed in the preceding Article (excluding the cases where the manner to make them available for customers' inspection conforms to the standards set forth in Article 56, paragraph (2), item (i)); and

(b)measures are taken to keep the matters to be stated in the document for delivery prior to conclusion of contract easily available for the customer's inspection for five years after the day of the last transaction listed in said matters to be stated (if a complaint related to those matters is made prior to the last day of that period, until the last day of the period or the day when the complaint is resolved, whichever comes later);

(viii)if the financial instruments transaction contract pertains to any of the following acts:

(a)the sale of securities (but only if a financial instruments transaction contract for the purchase of the securities has been concluded with the financial instruments business operator, etc.);

(b)an intermediary or agency service for the purchase of securities (but only if the financial instruments business operator, etc. provides an intermediary or agency service for the purchase of securities pertaining to the tender offer (meaning the tender offer prescribed in Article 27-2, paragraph (6) of the Act (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act); the same applies in Article 110, paragraph (1), item (ii), (g) and Article 111, item (ii)) to a tender offeror (meaning the tender offeror prescribed in Article 27-3, paragraph (2) of the Act (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the Act); the same applies hereinafter));

(c)an act set forth in Article 1-12, item (i) of the Cabinet Order;

(d)a reversing trade set forth in Article 33-14, paragraph (3) of the Cabinet Order:

(e)the purchase of securities under a contract for cumulative investment (meaning a contract wherein a financial instruments business operator, etc. receives a money deposit from a customer and sells securities to that customer continuously on dates designated in advance while receiving a consideration payable out of such money deposit; hereinafter the same applies in (e) and Article 110, paragraph (1), item (i), (a)), or the sale of securities to be conducted on a regular basis under a contract for cumulative investment;

(f)with regard to the securities specified in Article 2, paragraph (1), item (x) of the Act owned by a customer or rights specified in paragraph (2), item (v) or (vi) of that Article, an act to have such customer acquire an issue identical to such securities or rights, using the earnings generated from those securities or rights;

(g)the purchase and sale (excluding the initial purchase) of the securities specified in Article 2, paragraph (1), item (x) of the Act (limited to the beneficiary certificates for bond investment trust prescribed in Article 25, item (ii) of the Regulation for Enforcement of the Act on Investment Trust and Investment Corporations (limited to the bond investment trust of which accounting period is one day)), or cancellation of an investment trust agreement (meaning the investment trust agreement prescribed in Article 3 or Article 47, paragraph (1) of the Act on Investment Trust and Investment Corporations; the same applies hereinafter) pertaining to such securities;

(h)the underwriting of securities; or

(i)dealing in a public offering or secondary distribution of securities, dealing in private placement of securities, or dealing in a solicitation for selling, etc. only for professional investors (but only if the customer pertaining to the financial instruments transaction contract is the issuer or owner of such securities).

(2)The provisions of Article 34-2, paragraph (4) of the Act, Article 15-22 of the Order, and Article 56 and Article 57 of this Cabinet Office Order apply mutatis mutandis to the delivery of an explanatory document on listed securities, etc. under item (i) of the preceding paragraph and delivery of an explanatory document on change to contract information under item (iv), (b) of that paragraph, and the provisions of Article 27-30-9, paragraph (1) of the Act, Article 23-2 of the Cabinet Office Order on Disclosure of Corporate Affairs (Ministry of Finance Order No. 5 of 1973), Article 18-2 of the Cabinet Office Order on the Disclosure of Information, etc. on Issuers of Foreign Government Bonds, etc. (Ministry of Finance Order No. 26 of 1972), and Article 32-2 of the Cabinet Office Order on Disclosure of Information on Regulated Securities (Ministry of Finance Order No. 22 of 1993) apply mutatis mutandis to the delivery of a document prescribed in item (iii) of the preceding paragraph under said item respectively.

(3)If, within one year from the day of delivery of the explanatory document on listed securities, etc. (including the day when the explanatory document on listed securities, etc. is deemed to have been delivered pursuant to the provisions of this paragraph), a financial instruments transaction contract pertaining to the purchase and sale, etc. of listed securities, etc. has been concluded, such explanatory document on listed securities, etc. is deemed to have been delivered on the date of the conclusion of the contract, and the provisions of paragraph (1), item (i) apply.

(4)If, within one year from the day of delivery of the document for delivery prior to conclusion of contract (including the day when the document for delivery prior to conclusion of contract is deemed to have been delivered pursuant to the provisions of this paragraph), a financial instruments transaction contract which is in substance identical to that pertaining to such document for delivery prior to conclusion of contract (excluding the contract for over-the-counter derivatives transactions) has been concluded, such document for delivery prior to conclusion of contract is deemed to have been delivered on the date of the conclusion of the contract, and the provisions of paragraph (1), item (ii) apply.

(5)With regard to the application of the provisions of paragraph (1), item (iii), to a prospectus (if there is any document to be delivered as an integral part of a prospectus pursuant to the provisions of paragraph (1), item (iii), such prospectus and such document) pertaining to any securities listed in Article 2, paragraph (1), item (x) of the Act, the phrase "document for delivery prior to conclusion of contract, as prepared in accordance with the means equivalent to those specified in the preceding Article" is deemed to be replaced with "document for delivery prior to conclusion of contract".

(6)"Provision, etc. of important information in a simple manner" under paragraph (1), item (vii) means to deliver a document stating the following matters in a simple manner or to provide the matters to be stated in the document by electronic or magnetic means in order to give explanation on these matters (including to reply to customers' questions based on the examples of questions as set forth in item (i)):

(i)outline of major matters specified in the items of Article 37-3, paragraph (1) of the Act (in the cases as prescribed in paragraph (1), item (iv), (b), limited to the matters related to the change as set forth in that item) that contribute to the judgment of customers on conclusion of a contract for a financial instrument transaction and examples of questions related thereto;

(ii)the fact that information necessary to receive provision of matters to be stated in the document for delivery prior to conclusion of contract and the details of the matters to be provided should be read fully; and

(iii)the fact that a document for delivery prior to conclusion of contract will be delivered at the request of a customer.

(Matters Related to Consideration Payable by Customers)

Article 81(1)The matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (iv) of the Act are the amount of the consideration payable by customers in relation to a financial instruments transaction contract irrespective of its name such as fees, remuneration, expenses or others, as itemized by the types of such consideration or the upper limit thereof, or an outline of the method of calculation thereof (including the ratio to the price of securities, the amount of the derivative transactions, etc. prescribed in Article 16, paragraph (1), item (iii) of the Order or the amount of investment property, which pertains to the financial instruments transaction contract, or the ratio to the profit generating from acts that constitute financial instruments transactions; hereinafter the same applies in this paragraph); and the total of such amount or upper limit thereof or an outline of the method of calculation thereof; provided, however, that if these details cannot be indicated, such fact and the reason therefor are indicated.

(2)The provisions of Article 74, paragraphs (2) through (4) apply mutatis mutandis to the fees, etc. set forth in the preceding paragraph.

(Matters to Be Stated in All Types of Documents to Be Delivered Prior to Conclusion of Contract)

Article 82The matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (vii) of the Act are as follows:

(i)a notice to the effect that the recipient of the document for delivery prior to conclusion of contract should read the contents thereof comprehensively;

(ii)the matters specified in Article 16, paragraph (1), item (ii) of the Order;

(iii)if any act that constitutes a financial instruments transaction to be conducted by the customer bears a risk of the accrual of any loss caused directly by a fluctuation in indicators such as money rate, value of currencies or quotations on the financial instruments market, the following matters:

(a)the indicators; and

(b)the reasons for the risk of loss which may be caused by any fluctuation in the indicators;

(iv)if there is a risk that the amount of loss set forth in the preceding item may exceed the amount of any security deposit to be deposited by the customer such as customer margin (such risk is hereinafter referred to as the "risk of loss in excess of principal" in this item), the following matters:

(a)the indicator referred to in the preceding item which would be a direct cause of the risk of loss in excess of principal; and

(b)the reason of risk of loss in excess of principal which may be caused by the fluctuation in the indicators set forth in (a);

(v)if an act that constitutes a financial instruments transaction to be conducted by the customer bears a risk of the accrual of any loss caused directly by a change to the status of the business or property of the financial instruments business operator, etc. or any other person, the following matters:

(a)such person; and

(b)the fact that any change to status of such person's business or property may result in an accrual of loss, and the reasons therefor;

(vi)if there is a risk that the amount of loss set forth in the preceding item may exceed the amount of any security deposit to be deposited by the customer such as customer margin (hereinafter referred to as the "risk of loss in excess of principal" in this item), the following matters:

(a)the person set forth in the preceding item that would be a direct cause of the risk of loss in excess of principal; and

(b)the fact that any change to status of business or property of the person specified in (a) may result in risk of loss in excess of principal, and reasons therefor;

(vii)an outline of the taxation related to the financial instruments transaction contract;

(viii)if there is any ground for termination of the financial instruments transaction contract, the details thereof;

(ix)information as to as to whether the provisions of Article 37-6 of the Act is applicable to the financial instruments transaction contract;

(x)if the provisions of Article 37-6 of the Act is applicable to the financial instruments transaction contract, the matters related to the provisions of paragraphs (1) through (4) of that Article;

(xi)an outline of the financial instruments business operator, etc.;

(xii)an outline of contents and methods (limited to those concerning said Financial instruments transaction contract) of the financial instruments business to be conducted by the financial instruments business operator, etc. (in the case of a registered financial institution, the registered financial institution business to be conducted by the registered financial institution);

(xiii)the method whereby a customer contacts the financial instruments business operator, etc.; and

(xiv)information as to whether the financial instruments business operator, etc. is a member of Financial Instruments Firms Association (limited to an association having principal association members or members that are persons conducting the business pertaining to the Financial instruments transaction contract), and if the financial instruments business operator, etc. is a member of a financial instruments firms association, the name of the association , or whether it is a target business operator of any certified investor protection organization (limited to such certified investor protection organization if the financial instruments transaction contract is covered by the certified businesses (meaning the certified businesses prescribed in Article 79-10, paragraph (1) of the Act) of such certified investor protection organization), and if it is a member or a target business operator of any of these organizations, the name thereof;

(xv)according to the categories specified in the following (a) or (b), the matters specified in the following (a) or (b):

(a)if there is a designated dispute resolution organization (limited to such organization of which category for dispute resolution, services covers the business concerning such financial instruments transaction contract; hereinafter the same applies in this item): the trade name or name of the designated dispute resolution organization with which the financial instruments business operator, etc. concludes a basic contract for implementation of dispute procedures for the purpose of taking the measures to conclude such contract for implementation of dispute procedures pertaining to the business specified in Article 37-7, paragraph (1), item (i), (a), item (ii), (a), item (iii), (a), item (iv), (a) or item (v), (a) of the Act; or

(b)if there is no designated dispute resolution organization: the contents of the complaint processing measures and dispute resolution measures concerning the business specified in Article 37-7, paragraph (1), item (i), (b), item (ii), (b), item (iii), (b), item (iv), (b) or item (v), (b) of the Act of the financial instruments business operator.

(Matters to Be Stated in All Types of Documents to Be Delivered Prior to Conclusion of Contract Pertaining to Purchase and Sale and Other Transactions of Securities)

Article 83(1)With regard to a case in which the financial instruments transaction contract to be concluded pertains to the purchase and sale or any other transaction of securities, the matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (vii) of the Act are as follows, beyond the matters set forth in the items of the preceding Article; provided, however, if the financial instruments transaction contract to be concluded is not a contract for the transaction pertaining to the electronic public offering services, the matters specified in items (iii) through (vi) are excluded:

(i)if the transfer of the securities is subject to any restriction, to that effect and the details of such restriction; and

(ii)if the securities fall under the category of the tradable securities, the matters which should be noted by the customer in relation to an opportunity for the purchase and sale of the tradable securities;

(iii)the trade name, name and address of the issuer of the securities;

(iv)if the issuer of the securities is a corporation, the name of its representative;

(v)the details of the business plan of the issuer of the securities and the purpose of use of funds;

(vi)in the case of electronic-based application type electronic public offering services, the following matters:

(a)the subscription period;

(b)the target subscription amount;

(c)the means of handling the subscription amount for the acquisition of the securities if such amount falls below or exceeds the target subscription amount;

(d)the means of management of subscription prices for the acquisition of the securities;

(e)the summary of the measures provided in Article 70-2, paragraph (2), item (iii) and the summary of the results of implementation of the measures relating to the securities;

(f)the matters necessary for a customer of electronic-based application type electronic public offering services, etc. to withdraw the subscription or cancel the subscription contract with the issuer after making the subscription of acquisition of the securities;

(g)in relation to the acquisition of the securities, the matters relating to the opportunity for purchase and sale and any other matters which require the attention of customers; and

(vii)in cases where the Securities fall under the category of Electronically Recorded Transferable Rights to Be Indicated on Securities, etc., the outline of the Electronically Recorded Transferable Rights to Be Indicated on Securities, etc. and other matters which require the attention of customers with regard to the nature of the Electronically Recorded Transferable Rights to Be Indicated on Securities, etc.

(viii)in cases where the securities fall under securities relating to the leveraged indicator, etc., the following matters:

(b)when an investment in securities relating to the leveraged indicator, etc. does not meet the objective of medium- to long-term investments, to that effect and the reasons therefor; and

(c)in addition to the matters set forth in sub-items (a) and (b), the outline and the nature of the leveraged indicator, etc. and securities relating to the leveraged indicator, etc. and other matters which require the attention of customers with regard to the nature of the leveraged indicator, etc. and securities relating to the leveraged indicator, etc.

(2)Notwithstanding the provisions of the preceding paragraph, if two or more financial instruments business operators, etc. (including a financial service intermediary) are required to deliver to the customer a document for delivery prior to conclusion of contract (in the case of a financial service intermediary, a document prescribed in Article 37-3, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 31, paragraph (2) of the Act on the Provision of Financial Services; the same applies hereinafter in this paragraph) with regard to the same purchase and sale or any other transaction of securities pursuant to the provisions of Article 37-3, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 31, paragraph (2) of the Act on the Provision of Financial Services), and one of those financial instruments business operators, etc. (including a financial service intermediary) has delivered to the customer the document for delivery prior to conclusion of contract stating the matters set forth in the items of the preceding paragraph, the other financial instruments business operator, etc. need not include in its document for delivery prior to conclusion of contract the matters set forth in the items of the preceding paragraph.

(3)Notwithstanding the provisions of paragraph (1), if the financial instruments transaction contract to be concluded pertains to an intermediation, brokerage, or agency service for the sale of securities, and if the customer pertaining to such financial instruments transaction contract is an issuer or owner of such securities, the financial instruments business operator, etc. need not specify in the document for delivery prior to conclusion of contract the matters specified in the items of that paragraph.

(Special Provisions on Matters to Be Stated in a Document to Be Delivered Prior to Conclusion of Contract Pertaining to Purchase and Sale or Any Other Transaction of Beneficial Interest in Trust)

Article 84(1)If a financial instruments transaction contract to be concluded pertains to the purchase and sale or any other transaction of securities specified in Article 2, paragraph (1), item (xiv) of the Act, securities specified in item (xvii) of that paragraph (limited to those which have the nature of the securities specified in item (xiv) of that paragraph) or the rights specified in paragraph (2), item (i) or (ii) of that Article (hereinafter collectively referred to as the "beneficial interest in trust, etc."), the matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (vii) of the Act are as follows, beyond the matters specified in paragraph (1) of the preceding Article:

(i)the matters related to the type of the trust property, term of the trust, method for the management or disposition of the trust property and delivery of the trust property;

(ii)the matters related to the person that has been granted the authority to manage or dispose of the trust property, as well as the details of such authority (if the person is the financial instruments business operator that is registered pursuant to Article 29 of the Act for engaging in investment management business for qualified investors, including to that effect);

(iii)information as to whether the trust property was appraised by any third party at the time of the creation of the trust, or any other matters related to the appraisal of the trust property;

(iv)the matters related to procedures for the transfer of the beneficial interest in trust, etc. (limited to the rights specified in Article 2, paragraph (2), item (i) or (ii) of the Act, which are regarded as securities pursuant to the provisions of that paragraph) as prescribed by the act of trust;

(v)the type of transaction;

(vi)in the case of an agency or intermediary service for sales, or in case of dealing in a public offering, private placement or secondary distribution, the matters related to the seller or purchaser;

(vii)the purpose of the trust;

(viii)the following matters in relation to the beneficiaries' rights and obligations:

(a)if there are any provisions providing that the trustee and the beneficiary enter into an agreement as set forth in Article 48, paragraph (5) of the Trust Act (Act No. 108 of 2006) (including as applied mutatis mutandis pursuant to Article 54, paragraph (4) of that Act) (other than if the trust company provides an explanation pursuant to the provisions of Article 29-3 of the Trust Business Act), to that effect and the details of such agreement;

(b)if there are any special provisions on the decision-making of beneficiaries, to that effect and the details thereof;

(c)if there are any special provisions on the change, consolidation or split of the trust, to that effect and the details thereof;

(d)if there are any special provisions on the grounds for the termination of the trust, to that effect and the details thereof;

(e)if there are any special provisions on the termination of the trust based on an agreement, to that effect and the details thereof; and

(f)if there are any provisions on the resignation of a trustee and the appointment of a new trustee, to that effect and the details thereof.

(ix)the following matters in relation to the risk of loss of the beneficial interest in trust, etc.:

(a)if there is any obligation pertaining to the right specified in Article 21, paragraph (1), item (iii) of the Trust Act, the matters related to details of the obligation such as the total amount of the obligation and the amount of obligation per contract (if such obligation is a borrowing, including the total amount of the borrowing, and also including information on the features of the lender, borrowed amount, due date, outstanding balance for the immediately prior accounting period, interest rates for the accounting period and borrowing period, means of repayment and creation of security, as itemized by the relevant contracts, and aim and purpose of use of such borrowing);

(b)beyond what is set forth in (a), if there is any obligation which may result in any loss related to the beneficial interest in the trust, to that effect and the status of the obligation such as the total amount thereof;

(c)if there is any trust claim, security interest created on the trust property or any other rights having priority over the beneficial interest in trust, the details of such rights;

(d)if a credit enhancement has been implemented in relation to the beneficial interest in trust, to that effect and the details of such credit enhancement; and

(e)if there are special provisions promising to compensate for loss or to supplement profit pursuant to the provisions of Article 6 of the Act on Provision, etc. of trust business by financial institutions, to that effect and the details thereof;

(x)the matters related to tax and any other expenses for the trust property;

(xi)the matters related to the accounting period of the trust property;

(xii)the matters related to reporting of the status of the management or disposition of the trust property;

(xiii)the name of the trustee, and the means of giving public notice;

(xiv)if the money comprising the trust property is to be invested jointly with the money comprising the trustee's own property or the money comprising any other trust property, to that effect and the criteria for the allocation of profit and loss between such trust property, and the trustee's own property or such other trust property;

(xv)if the financial instruments transaction contract pertains to the purchase and sale or any other transaction of the beneficial interest in trust, etc. pertaining to the trust created by the means specified in Article 3, item (iii) of the Trust Act, the following matters:

(a)the particulars of information stated or recorded in the notarial deed or any other document or electronic or magnetic record as set forth in Article 3, item (iii) of the Trust Act;

(b)information as to whether the trustee has been registered under Article 50-2, paragraph (1) of the Trust Business Act, and information as to whether the inspection under paragraph (10) of that Article has been conducted;

(c)if the inspection under Article 50-2, paragraph (10) of the Trust Business Act has been conducted, the results thereof; and

(d)if the inspection under Article 50-2, paragraph (10) of the Trust Business Act has not been conducted, and if the person conducting the purchase and sale or any other transactions of the beneficial interest in trust, etc. is the trustee of such trust, the matters listed in the items of Article 51-7, paragraph (1) of the Regulation for Enforcement of the Trust Business Act (Cabinet Office Order No. 107 of 2004);

(xvi)if the financial instruments transaction contract pertains to the purchase and sale or any other transaction of the beneficial interest in trust, etc. pertaining to the limited liability trust prescribed in Article 2, paragraph (12) of the Trust Act, the following matters beyond those set forth in items (i) through (xiv):

(a)the name of the limited liability trust;

(b)the place if the affairs of the limited liability trust are handled; and

(c)the amount payable, and the fact that the benefit pertaining to the trust property in excess of such payable amount cannot be paid to the beneficiaries.

(2)The provisions of paragraph (2) of the preceding Article apply mutatis mutandis to the purchase and sale or any other transaction of the beneficial interest in trust, etc. In such case, the term "the items of the preceding paragraph" in that paragraph is deemed to be replaced with "the items of Article 84, paragraph (1)".

(3)The provisions of paragraph (3) of the preceding Article apply mutatis mutandis to the beneficial interest in trust, etc. In this case, the term "paragraph (1)" of that paragraph is deemed to be replaced with "Article 84, paragraph (1)".

(Special Provisions on Matters to Be Stated in a Document to Be Delivered Prior to Conclusion of Contract Pertaining to Purchase and Sale or Other Transaction of Beneficial Interest in Real Property Trust)

Article 85(1)If a financial instruments transaction contract to be concluded pertains to a purchase and sale or any other transaction of beneficial interest in real property trust, the matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (vii) of the Act are as follows, beyond those specified in paragraph (1) of the preceding Article; provided, however, that if the trust property pertaining to the beneficial interest in real property trust comprises a building lot, such matters are limited to those listed in items (i) through (ix)-2 and in item (xiii):

(i)the types and details of the registered right existing on the trust property pertaining to the beneficial interest in real property trust, as well as the name of the registered right holder thereof or the name of the owner recorded in the heading-section of the registry (in the case of a corporation, the name thereof);

(ii)an outline of the matters related to restrictions on the building lots or building comprising the trust property pertaining to the beneficial interest in real property trust as imposed under the City Planning Act (Act No. 100 of 1968), the Building Standards Act (Act No. 201 of 1950) or any other laws and regulations, which are specified in Article 3-2 of the Order for Enforcement of the Building Lots and Buildings Transaction Business Act (Cabinet Order No. 383 of 1964);

(iii)matters related to the burden of a private road in connection with the building lots or building comprising the trust property pertaining to the beneficial interest in real property trust;

(iv)the status of the construction or maintenance of the facilities for the supply of drinking water, electricity and gas and the drainage facilities for the building lot or building comprising the trust property pertaining to the beneficial interest in real property trust (if these facilities have not been constructed or maintained, the matters related to plans for construction or maintenance thereof and special burden therefor);

(v)if the development or construction work of the building lot or building comprising the trust property pertaining to the beneficial interest in real property trust has not been completed, the matters related to the shape and structure at the time of the completion thereof as well as any other matters specified in Article 19-2-4 of the Regulation for Enforcement of the Building Lots and Buildings Transaction Business Act (Order of the Ministry of Construction No. 12 of 1957);

(vi)if the building comprising the trust property pertaining to the beneficial interest in real property trust is the subject of the unit ownership prescribed in Article 2, paragraph (1) of the Act on Unit Ownership, etc. of Building (Act No. 69 of 1962), the type and details of the rights related to site of a building for the purpose of ownership of the building, the provisions of a regulation in relation to common elements as specified in paragraph (4) of that Article, the other rights related to a building and its site (if two or more buildings are built in a housing complex, and if the land located within such housing complex or the rights relevant thereto are co-owned by the owners of such buildings, including such land), as well as the matters related to the management or use thereof as set forth in the items of Article 19-2-5 of the Regulation for Enforcement of the Building Lots and Buildings Transaction Business Act;

(vii)if the building lot or building comprising the trust property pertaining to the beneficial interest in real property trust is located in the disaster prone developed residential area designated under Article 20, paragraph (1) of the Act on Regulation of Residential Land Development (Act No. 191 of 1961), to that effect;

(viii)if the building lot or building comprising the trust property pertaining to the beneficial interest in real property trust is located in the sediment disaster prone areas designated under Article 7, paragraph (1) of the Act on Sediment Disaster Countermeasures for Sediment Disaster Prone Areas (Act No. 57 of 2000), to that effect;

(ix)if the building lot or building comprising the trust property pertaining to the beneficial interest in real property trust is located in the sediment disaster prone areas designated under Article 53, paragraph (1) of the Act on Regional Development for Tsunami Disaster Prevention (Act No. 123 of 2011), to that effect;

(ix)-2if the location of the building lot or building comprising the trust property pertaining to the beneficial interest in a real property trust is displayed on the drawing provided by the mayor of a municipality where the location of the building lot or building comprising the trust property is located pursuant to the provisions of Article 11, item (i) of the Regulation for Enforcement of the Flood Control Act (Order of the Ministry of Construction No. 44 of 2000), the location of the building lot or building comprising the trust property on the drawing;

(x)if, with regard to the building comprising the trust property pertaining to the beneficial interest in real property trust, the results of any investigation as to whether asbestos was used have been recorded, the contents of such record;

(xi)if the building comprising the trust property pertaining to the beneficial interest in real property trust (excluding a building for which construction work was commenced on or after June 1, 1981) has undergone a seismic test implemented by any of the following parties in accordance with the items serving as the technical guidelines as specified in Article 4, paragraph (2), item (iii) of the Act on Promotion of Seismic Retrofitting of Buildings (Act No. 123 of 1995), from among the basic policies specified in Article 4, paragraph (1) of that Act, the details thereof:

(a)a designated confirmation and inspection agency as prescribed in Article 77-21, paragraph (1) of the Building Standards Act;

(b)an architect and building engineer as prescribed in Article 2, paragraph (1) of the Act on Architects and Building Engineers (Act No. 202 of 1950);

(c)a registered housing quality evaluation agency as prescribed in Article 5, paragraph (1) of the Housing Quality Assurance Act (Act No. 81 of 1999); or

(d)a local government.

(xii)if the building comprising the trust property pertaining to the beneficial interest in real property trust is a newly constructed housing which has undergone the housing quality evaluation test prescribed in Article 5, paragraph (1) of the Housing Quality Assurance Act, to that effect; and

(xiii)in cases where the Building Lot or building comprising the trust property pertaining to the Beneficial Interest in Real Property Trust does not conform to the content of the contract in terms of the type or quality, and when any of the measures as specified in any of the following sub-items such as a conclusion of guarantee insurance contract has been taken with regard to the performance of a non-conformity warranty obligation, the outlines thereof:

(a)in cases where the Building Lot or building does not conform to the content of the contract in terms of the type or quality, the conclusion of a guarantee insurance contract or a liability insurance contract for the performance of a non-conformity warranty obligation;

(b)in cases where the Building Lot or building does not conform to the content of the contract in terms of the type or quality, the conclusion of a contract for the consignment of the establishment of guarantee insurance or liability insurance for the performance of a non-conformity warranty obligation; or

(c)in cases where the Building Lot or building does not conform to the content of the contract in terms of the type or quality, the conclusion of a contract for consigning the bank, etc. to jointly and severally guarantee the obligation of the performance of a non-conformity warranty obligation.

(2)The provisions of Article 83, paragraph (2) apply mutatis mutandis to the purchase and sale or any other transaction of the beneficial interest in real property trust. In such case, the term "items of the preceding paragraph" in that paragraph is deemed to be replaced with "the items of Article 85, paragraph (1)".

(3)The provisions of Article 83, paragraph (3) apply mutatis mutandis to the beneficial interest in real property trust. In this case, the term "paragraph (1)" in that paragraph is deemed to be replaced with "Article 85, paragraph (1)".

(Special Provisions on Matters to Be Stated in a Document to Be Delivered Prior to Conclusion of Contract Pertaining to Purchase and Sale and Other Transactions of Mortgage Securities)

Article 86(1)If a financial instruments transaction contract to be concluded pertains to the purchase and sale or any other transaction of mortgage securities, etc., the matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (vii) of the Act are as follows, beyond those specified in Article 83, paragraph (1):

(i)the matters related to a unit of principal;

(ii)the matters related to interest;

(iii)if there are any provisions on the receipt of payment of principal and interest of the claims, as stated in the mortgage securities, etc., the details thereof;

(iv)the method of the delivery of the price;

(v)the timing and means of the payment of principal and interest, or any other payment method;

(vi)the matters listed in the items of Article 12, paragraph (1) of the Mortgage Securities Act (Act No. 15 of 1931), as stated in the mortgage securities, etc.;

(vii)the following matters in relation to the loan contract pertaining to the mortgage securities, etc.:

(a)the date of the conclusion of the loan contract;

(b)the amount, interest and purpose of the loaned fund, as well as the method and due date for payment;

(c)information as to whether there is any guarantor;

(d)the following matters with regard to the outline of the collateral pertaining to the loan contract:

1.the secured amount;

2.the appraisal date and the appraised value of the collateral, as well the trade name, name or contact information of the appraiser; and

3.the description of the collateral.

(e)an outline of the repayment plan for the loaned fund specified in the business plan or any other plan pertaining to the collateral set forth in (d); and

(f)if the debtor is a corporation, the following matters in relation to the corporation:

1.the date of incorporation, or the date of the commencement of business;

2.the type of the primary business;

3.the amount of stated capital or total amount of investment as well as the balance sheet and the profit and loss statement, as of the closing day of the accounts of the business year immediately preceding the business year in which the date three months (if the financial instruments business operator, etc. is a foreign corporation, six months) prior to the delivery date of the document for delivery prior to conclusion of contract falls;

(g)if the debtor falls under the party concerned (meaning the party concerned prescribed in Article 8, paragraph (17) of the Regulation on Financial Statements, etc.")) of the financial instruments business operator, etc., to that effect; and

(h)the method whereby the customer collects the claims from the debtor.

(viii)the amount of stated capital or total amount of investment of the financial instruments business operator, etc., and, if it is engaged in another business, the type of such business;

(ix)the matters to be stated in the business report under Article 46-3, paragraph (1), Article 47-2 or Article 48-2, paragraph (1) of the Act, in relation to the financial instruments business operator, etc.;

(x)the fact that the principal of the mortgage securities, etc. is not guaranteed by the government; and

(xi)the latest financial statements of the financial instruments business operator, etc., or any of the following matters in regard to such financial instruments business operator, etc.:

(a)the contents of the accounting audit report set forth in the second sentence of Article 396, paragraph (1) of the Companies Act;

(b)if the financial instruments business operator, etc. is not a company with accounting auditors, and it has been audited by a certified public accountant (including a foreign certified public accountant prescribed in Article 16-2, paragraph (5) of the Certified Public Accountants Act (Act No. 103 of 1948); the same applies hereinafter) or an auditing firm, the details of the report of such auditing; or

(c)if the financial instruments business operator, etc. is not a company with accounting auditors, and it has not been audited by a certified public accountant or an auditing firm, the effect that it has not been audited by a certified public accountant or an auditing firm, and reason therefor.

(2)The provisions of Article 83, paragraph (2) apply mutatis mutandis to the purchase and sale or any other transaction of the mortgage securities, etc. In this case, the term "the items of the preceding paragraph" in that paragraph is deemed to be replaced with "the items of Article 86, paragraph (1)".

(3)The provisions of Article 83, paragraph (3) apply mutatis mutandis to the mortgage securities, etc. In this case, the term "paragraph (1)" in that paragraph is deemed to be replaced with "Article 86, paragraph (1)."

Article 87(1)If a financial instruments transaction contract to be concluded pertains to the purchase and sale or any other transaction of the equity in business subject to investment (such contract is hereinafter referred to as "contract for transaction of equity in business subject to investment" in this Article), the matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (vii) of the Act are as follows, beyond those specified in Article 83, paragraph (1):

(i)the following matters related to the contract for transaction of equity in business subject to investment:

(a)the name of the equity in business subject to investment;

(b)the type of the equity in business subject to investment;

(c)the matters related to an application for the conclusion of the contract for transaction of equity in business subject to investment;

(d)the matters related to the payment of money to be invested or contributed;

(e)if the contract term for the equity in business subject to investment has been prescribed, such contract term;

(f)the following matters related to the cancellation of the equity in business subject to investment:

1.whether the equity in business subject to investment is cancellable;

2.the calculation method, payment method and scheduled payment date of the money concerns the distribution of the properties related to the equity in business subject to investment, which is payable upon cancellation thereof; and

3.the cancellation fee;

(g)if there is an agreement for agreement for liquidated damages (including penalties), the details thereof;

(h)the following matters in connection with the scope of the rights and liabilities of the customer:

1.information as to whether the customer has a right to monitor the properties pertaining to the business subject to investment and if so, the details of such right;

2.ownership in the properties pertaining to the business subject to investment;

3.the scope of the customer's liabilities owed to third parties;

4.the matters related to the allocation of losses to be borne by the customer, in cases of any detriment to the properties pertaining to the business subject to investment due to any loss; and

5.the details of the equity in business subject to investment;

(ii)the following matters in relation to the operation of the business subject to investment:

(a)the contents of the business subject to investment and the operation policy therefor;

(b)matters related to the operational system for the business subject to investment, such as its organizational structure, internal rules and decision-making process for the business subject to investment;

(c)the trade name, name, duty and relevant business of the issuer of the equity in business subject to investment;

(d)the trade name, name, duty and relevant business of the person operating the business subject to investment (if the person is a financial instruments business operator that is registered as set forth in Article 29 of the Act for engaging in investment management business for qualified investors, including to that effect);

(e)if the business subject to investment is a business which invests in securities, the trade name, name, duty and relevant business of the following persons (if the person listed in 2. is a financial instruments business operator that is registered as set forth in Article 29 of the Act for engaging in investment management business for qualified investors, including to that effect):

1.the issuers of the securities (limited to the first to the 30th-ranked securities, in accordance with the descending order of the proportion to the total amount of investment) (if the Issuer (limited to the issuer of the investment trust beneficial interests, etc. prescribed in Article 74, paragraph (2)) makes an investment in other securities, such other securities are regarded as the securities);

2.the person accepting entrustment of an investment or the custody of money or any other property from the issuer of the equity in business subject to investment or a person specified in 1. (another person that such person re-entrusts an investment to is deemed to be the person accepting entrustment from the issuer of the equity in business subject to investment or the person specified in 1.);

(f)the policy for the dividend of profit generating from the investment business, or the policy for the distribution of properties pertaining to the business subject to investment (hereinafter collectively referred to as the "dividends, etc.");

(g)the business year, accounting period or any other period similar thereto;

(h)the method for the collection of fees, etc. pertaining to the business subject to investment and the matters related to tax to be imposed thereon; and

(i)the management method set forth in Article 40-3 of the Act.

(iii)the following matters in relation to the accounting of the business subject to investment;

(a)the balance sheet;

(b)the profit and loss statement;

(c)the total amount of the equity in business subject to investment:

(d)the total number of issued equity interests in business subject to investment;

(e)the following matters related to the dividends, etc.:

1.the total amount of the dividends, etc.;

2.the payment method of the dividends, etc.;

3.if the distribution of the properties pertaining to the business subject to investment is to be made prior to the last day of the contract term specified in item (i), (e), the payment method of the money pertaining to such distribution; and

4.the method for and rate of taxation on the dividends, etc.

(f)the amount of total assets, the net assets, the amount of operating profit or loss, the amount of current profit or loss and the amount of net profit or loss;

(g)the amount of total net assets, the amount of net profit or loss and the amount of dividends, etc. per unit of equity in business subject to investment;

(h)the capital-to-asset ratio and return on equity;

(i)if the business subject to investment is a business which invests in securities, the following matters related to the securities:

1.the issues of the securities itemized by the place of issuance or regions if the financial instruments exchange or any others similar thereto are located; if the category of the securities is a share certificate, the type of business of the issuer thereof, and the volumes and amount thereof (the amount means the total book value and the total market value or the total appraisal value; hereinafter the same applies in this item); and if the category of the securities is a bond, the interest rates and the amount of redemption;

2.the method of the appraisal of the amounts specified in 1.; and

3.the proportion of each of the amounts specified in 1. to the total amount of assets pertaining to the business subject to investment.

(j)if the business subject to investment is a business which invests in any asset other than securities, the following matters related to the asset:

1.the volumes and amount of asset, as itemized by the type of assets;

2.the method of appraisal of the amounts set forth in 1.;

3.the proportion of each of the amounts specified in 1. to the total amount of assets pertaining to the business subject to investment; and

(iv)in cases of conducting the act specified in Article 129, paragraph (1), item (iii) or (iv), to that effect.

(2)The provisions of Article 83, paragraph (2) apply mutatis mutandis to the purchase and sale or any other transaction of equity in business subject to investment. In this case, the term "the items of the preceding paragraph" in that paragraph is deemed to be replaced with "the items of Article 87, paragraph (1)".

(3)The provisions of Article 83, paragraph (3) apply mutatis mutandis to the equity in business subject to investment. In this case, the term "paragraph (1)" in that paragraph is deemed to be replaced with "the items of Article 87, paragraph (1)."

(Special Provisions on Matters to Be Stated in a Document to Be Delivered Prior to Conclusion of Contract Pertaining to Purchase and Sale or Other Transaction of Equity in Foreign Business subject to Investment)

Article 88(1)If a financial instruments transaction contract to be concluded pertains to the purchase and sale or any other transaction of the right specified in Article 2, paragraph (2), item (vi) of the Act (hereinafter referred to as the "equity in foreign business subject to investment"), the matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (vii) of the Act are as follows, beyond those specified in paragraph (1) of the preceding Article:

(i)the name of the laws governing the contract or any other juridical act related to the equity in foreign business subject to investment, and the outline thereof;

(ii)existence of the authority of the foreign state supervising the issuer of the equity in foreign business subject to investment, and if the authority exists, the name and the outline of the supervision;

(iii)the treatment of remittance of the dividends, etc., sales proceeds and any other payment, in regard to exchange control;

(iv)information as to whether there is any person domiciled in Japan who has been granted authority to act as an agent of the issuer of the equity in foreign business subject to investment in connection with acts in or out of court, and there is such person, the name and address and the contents of such authority; and

(v)if the contract or any other juridical act related to the equity in foreign business subject to investment provides for the court to have jurisdiction over an action related to such equity in foreign business subject to investment, the name and location of such court and the procedure for execution.

(2)The provisions of Article 83, paragraph (2) apply mutatis mutandis to the purchase and sale or any other transaction of the equity in foreign business subject to investment. In such case, the term "items of the preceding paragraph" is deemed to be replaced with "the items of Article 88, paragraph (1)".

(3)The provisions of Article 83, paragraph (3) apply mutatis mutandis to the equity in foreign business subject to investment. In this case, the term "paragraph (1)" in that paragraph is deemed to be replaced with "Article 88, paragraph (1)."

(Special Provisions on Matters to Be Stated in a Document to Be Delivered Prior to Conclusion of Contract Pertaining to Purchase and Sale or Other Transactions of Equity in Business subject to Investment Whose Business subject to Investment Is Business Which Primarily Invests in Beneficial Interest in Trust)

Article 89(1)If a financial instruments transaction contract to be concluded pertains to a purchase and sale or any other transaction of equity in business subject to investment wherein the business subject to investment related to such equity in business subject to investment is a business which primarily invests in beneficial interest in trust, etc., the matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (vii) of the Act are the matters listed in the items of Article 84, paragraph (1), in addition to those specified in Article 87, paragraph (1) (if the financial instruments transaction contract pertains to the purchase and sale or any other transaction of equity in foreign business subject to investment, beyond those specified in paragraph (1) of the preceding Article).

(2)The beneficial interest in trust, etc. set forth in the preceding paragraph is to include the beneficial interest in trust, etc. if the business subject to investment set forth in that paragraph is a business which invests in an equity in business subject to investment and the business subject to investment related to such equity in business subject to investment (referred to as the "secondary business subject to investment" in the following paragraph and paragraph (4)) is a business which invests in beneficial interest in trust, etc.

(3)If the secondary business subject to investment set forth in the preceding paragraph is a business which invests in equity in business subject to investment and the business subject to investment related to such equity in business subject to investment is a business which invests in beneficial interest in trust, etc., such business subject to investment is deemed to be a secondary business subject to investment, and the provisions of the preceding two paragraphs apply.

(4)The provisions of the preceding paragraph apply mutatis mutandis if the business subject to investment which is deemed to be the secondary business subject to investment pursuant to the provisions of that paragraph (including as applied mutatis mutandis pursuant to this paragraph) is a business which invests in equity in business subject to investment, and if the business subject to investment related to such equity in business subject to investment is a business which invests in the beneficial interest in trust, etc.

(5)The provisions of Article 83, paragraph (2) apply mutatis mutandis to the purchase and sale or any other transaction of the equity in business subject to investment if the business subject to investment related to such equity in business subject to investment is a business which primarily invests in the beneficial interest in trust, etc. In such case, the terms "the items of the preceding paragraph", "in that paragraph" and "the items of that paragraph" are deemed to be replaced with "the items of Article 84, paragraph (1)", "in Article 89, paragraph (1)", and "items of Article 84, paragraph (1)", respectively.

(6)The provisions of Article 83, paragraph (3) apply mutatis mutandis to the equity in business subject to investment if the business subject to investment related to such equity in business subject to investment is a business which primarily invests in the beneficial interest in trust, etc. In this case, the term "paragraph (1)" of that paragraph is deemed to be replaced with "Article 89, paragraph (1)."

(Special Provisions on Matters to Be Stated in a Document to Be Delivered Prior to Conclusion of Contract Pertaining to Purchase and Sale or Other Transaction of Right under Partnership Contract, Wherein Business subject to Investment Pertaining to the Right Is Primarily Intended for Investment in Beneficial Interest in Real Property Trust)

Article 90(1)If a financial instruments transaction contract to be concluded pertains to the purchase and sale or any other transaction of a right under a partnership contract, a silent partnership contract or a limited partnership agreement for investment, wherein the business subject to investment pertaining to such right is primarily intended for investment in beneficial interest in real property trust, the matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (vii) of the Act are the matters listed in the items of Article 85, paragraph (1), beyond the matters specified in paragraph (1) of the preceding Article.

(2)The beneficial interest in real property trust set forth in the preceding paragraph is to include the beneficial interest in real property trust, if the business subject to investment set forth in that paragraph is a business which invests in any equity in business subject to investment, and if the business subject to investment related to such equity in business subject to investment (referred to as the "secondary business subject to investment" in the following paragraph and paragraph (4)) is a business which invests in the beneficial interest in real property trust.

(3)If the secondary business subject to investment set forth in the preceding paragraph is a business which invests in equity in business subject to investment, and if the business subject to investment pertaining to such equity in business subject to investment is a business which invests in the beneficial interest in real property trust, such business subject to investment is deemed to be the secondary business subject to investment, and the provisions of the preceding two paragraphs apply.

(5)The provisions of Article 83, paragraph (2) apply mutatis mutandis to the purchase and sale or any other transaction of a right under a partnership contract, a silent partnership contract or a limited partnership agreement for investment if the business subject to investment pertaining to such right is primarily intended for investment in the beneficial interest in real property trust. In such case, the terms "the items of the preceding paragraph", "in that paragraph" and "the items of that paragraph" are deemed to be replaced with "the items of Article 85, paragraph (1)", "in Article 90, paragraph (1)", and "items of Article 85, paragraph (1)", respectively.

(6)The provisions of Article 83, paragraph (3) apply mutatis mutandis to the rights under a partnership contract, a silent partnership contract or a limited partnership agreement for investment if the business subject to investment pertaining to such rights is primarily intended for investment in the beneficial interest in real property trust. In such case, the term "paragraph (1)" in that paragraph is deemed to be replaced with "Article 90, paragraph (1)".

(Special Provisions on Matters to Be Stated in a Document to Be Delivered Prior to Conclusion of a Contract Pertaining to Commodity Fund-Related Transactions)

Article 91(1)Notwithstanding the provisions of Article 84, paragraph (1), Article 87, paragraph (1), Article 88, paragraph (1) and Article 89, paragraph (1), if the financial instruments transaction contract to be concluded pertains to the purchase and sale or any other transaction of a beneficial interest in commodity fund (hereinafter referred to as the "commodity fund-related transaction"), the matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (vii) of the Act are the following matters, beyond those specified in Article 83, paragraph (1):

(i)the trade name, name and address of the person that makes an investment (hereinafter referred to as an "investment manager" in this paragraph) of the commodity fund (meaning money or other properties invested or contributed by persons entitled to the beneficial interest in commodity fund; hereinafter the same applies in this Article and Article 109, item (v)), and of the major parties listed in any of the following from among those having a close business relationship with the commodity fund (hereinafter referred to as the "related business operators" in this paragraph); and if any of the aforementioned parties has a representative, the name thereof:

(a)a commodity trading advisor involved in the investment of the commodity fund (meaning the commodity trading advisor prescribed in Article 2, paragraph (4) of the Act on Regulation of Business Pertaining to Commodity Investment (Act No. 66 of 1991); hereinafter the same applies in this Article), and a person that has been granted the same type of permission as a commodity investment advisory business permission as set forth in Article 3 of that Act or any other disposition equivalent thereto (referred to as a "permissions, etc." in item (xiii)) in a foreign state under the laws and regulations of the foreign state corresponding to that Act;

(b)the person that accepts the investment or contribution from the commodity fund (excluding the investment manager); and

(c)the person that the investment manager and the person specified in (b) entrusts the investment of the commodity fund to;

(ii)the amount of stated capital or the total amount of the contribution of the financial instruments business operator, etc. and the investment manager; the trade name or name of the major shareholder thereof (meaning a person holding ten percent or more of the voting rights held by all the shareholders, etc. under the name of such person or any other person; the same applies in Article 95, paragraph (1), item (i) and Article 153, paragraph (1), item (iv), (d), 6., i.); and if the financial instruments business operator, etc. or the investment manager conducts any additional business, the type of such business;

(iii)the balance sheet and profit and loss statement for the business year immediately preceding the business year in which the day when the investment manager commenced the investment of properties falls, or any other document in lieu thereof;

(iv)the names of the officers of the investment manager, and of the major employees thereof engaged in investment of the commodity fund (meaning a person responsible for investment of the commodity fund, such as the general manager, vice-chief, section manager or any other person irrespective of the job title); and if any officer engages in the ordinary business of any other corporation or operates a business, the name of that officer, the trade name or name of the relevant other corporation or the type of business or that ordinary business;

(v)the following matters related to the type of the financial instruments transaction contract and the scope of the customer's rights and liabilities:

(a)the type of the financial instruments transaction contract;

(b)information as to whether the customer has a right to monitor the properties invested or contributed by the customer or trust properties pertaining to the beneficial interest in commodity fund, and if so, the details of such right;

(c)ownership of the properties invested or contributed by the customer, or of trust properties pertaining to the beneficial interest in commodity fund;

(d)the scope of the customer's liabilities owed to third parties;

(e)the matters related to allocation of the losses to be borne by customers, in cases of any detriment to properties invested or contributed by the customer or trust properties pertaining to the beneficial interest in commodity fund due to any loss; and

(f)the right to receive profit and redemption in regard to properties invested or contributed by the customer or trust properties pertaining to the beneficial interest in commodity fund;

(vi)an outline of the laws and regulations applicable to the financial instruments transaction contract or to the trust agreement pertaining to the beneficial interest in commodity fund;

(vii)the following matters related to the type of the investment of the properties invested or contributed by the customer or the trust properties pertaining to the beneficial interest in commodity fund:

(a)information as to whether the type of investment is principal-protected or aggressive;

(b)if the investment is of a principal-protected type, the means of the protection of principal and the amount of principal that may be protected;

(c)if the investment is of an aggressive type, the scope of the losses estimated to be incurred; and

(d)information as to whether any additional offering is to be made.

(viii)the following matters in relation to the contents and policies of the investment of the properties invested or contributed by the customer or the trust properties pertaining to the beneficial interest in commodity fund:

(a)if the scheduled ratio classified into categories of investment target such as ratio per region or ratio per type has been determined, such ratio and any other matters on the contents of and the criteria related to the primary investment target;

(b)if any restriction on investment is imposed by laws and regulations or any other rules, the details and basis of such restriction;

(c)information as to whether any borrowing, concentrated investment, investment in other commodity funds or investment in any investment target lacking liquidity is to be made; and if any restriction on investment is to be imposed, the contents and basis of that restriction;

(d)information as to whether an accelerated redemption may be made;

(e)the scheduled date for the commencement of the investment;

(f)the scheduled date for the termination of the investment; and

(g)the accounting period for the investment of the commodity fund, which is not longer than one year (hereinafter referred to as the "accounting period");

(ix)the factors expected to give rise to any loss in connection with the investment of the commodity fund by way of the transaction specified in Article 2, paragraph (1), item (i) of the Act on Control for Business Pertaining to Commodity Investment (hereinafter referred to as the "commodity futures" in this Article and Article 109, item (iv)), such as its speculative nature, efficiency of fund management, liquidity, credibility of the commodity futures transactions dealer prescribed in Article 2, paragraph (23) of the Commodity Futures Act, the method of investment adopted by the commodity trading advisor and other factors;

(x)the method, frequency and timing of reporting the status of the investment to customers; and

(xi)if a contract specified in Article 2, paragraph (5), item (iii) of the Act on Control for Business Pertaining to Commodity Investment is to be concluded, the details of the right to demand a report to be granted to the customer under that contract;

(xii)the following matters in relation to the investment manager:

(a)the purpose of the business as set forth in its articles of incorporation;

(b)the background of the incorporation thereof;

(c)the change to the trade name;

(d)information as to whether any change of officer of the investment manager requires the approval of the supervisory government agencies or shareholders, etc., and if such approval is required, the basis thereof as well as the procedures for obtaining such approval;

(e)the change to its articles of incorporation, consolidation, business transfer and acquisition of business;

(f)the status of the major investment or contribution; and

(g)material events such as lawsuits;

(xiii)the following matters in relation to any major related business operator:

(a)if the related business operator is to accept an investment or contribution from the commodity fund, the amount of its stated capital or total amount of investment;

(b)if a corporation which is to become a related business operator is to be incorporated based on an investment or contribution to be newly made by the commodity fund, the scheduled amount of such investment or contribution;

(c)with regard to a commodity trading advisor and a person that has been granted the same type of permission, etc. as a permission under Article 3 of the Act on Regulation of Business Pertaining to Commodity Investment in a foreign state under the laws and regulations of the foreign state corresponding to that Act, the serial number of such permission, etc., the name of the agency which has granted such permission, etc. as well as the name of the state to which such agency belongs, the year of the establishment thereof and the year when such permission, etc. was granted; and

(d)the contents of the business pertaining to the investment of the commodity fund.

(xiv)the capital relationship with the investment manager and the major related business operators;

(xv)the following matters in relation to a public offering, private placement or secondary distribution of beneficial interest in commodity fund:

(a)the name of the beneficial interest in commodity fund:

(b)the scheduled total amount and the scheduled total unit of the public offering, private placement or secondary distribution;

(c)the unit of the public offering, private placement or secondary distribution;

(d)the period, method and place of handling of the application; and

(e)the payment date and the payment method.

(xvi)the matters related to the contract period pertaining to the beneficial interest in commodity fund;

(xvii)the matters related to a change to the financial instruments transaction contract, such as the procedures for the change, the method for the announcement that the change is to take place, and any other matters;

(xviii)the following matters in relation to the cancellation of the financial instruments transaction contract:

(a)information as to whether the financial instruments transaction contract is cancellable;

(b)if the financial instruments transaction contract is cancellable, the following matters:

1.the conditions for and method of the cancellation;

2.the term for the application of the cancellation;

3.the method of calculation of the amount to be redeemed upon cancellation, as well as the payment method thereof;

4.the scheduled date for the payment of the amount to be redeemed upon cancellation;

5.the cancellation fee; and

6.to the effect that, if the contracts are cancelled frequently, it may be impossible to make the investment as initially scheduled and it may be impossible to make the investment itself.

(xix)information as to whether the financial instruments business operator, etc. conducts a buy-back, and if it conducts a buy-back, the conditions and methods therefor as well the method of calculation of the buy-back price pertaining to such buy-back, and the method and timing of the payment thereof;

(xx)if there is an agreement for agreement for liquidated damages (including penalties), the details thereof;

(xxi)the method by which the financial instruments business operator, etc. collects fees, etc. from the customers;

(xxii)the payee, calculation method, amount to be paid, payment method and timing of the payment of the fees, etc. pertaining to the management of the commodity fund payable from the commodity fund, and if such amount to be paid has not been fixed, to that effect;

(xxiii)the following matters in connection with asset appraisal, etc. pertaining to the commodity fund:

(a)the method of calculation of the net asset per unit, and the method of appraisal of the assets per unit;

(b)the accounting period; and

(c)the method of notifying the customers;

(xxiv)information as to whether the financial instruments business operator, etc. will have a certified public accountant or an auditing firm audit the balance sheet, profit and loss statement, any document in lieu thereof or any other documents on financial calculation of the commodity fund pertaining to the accounting period, and if so, the scope of such auditing;

(xxv)the method and policy for the distribution of any profit of the commodity fund;

(xxvi)the method of calculation of the amount of redemption payable upon maturity, as well as the method and timing of the payment thereof;

(xxvii)the matters related to taxation on the dividend and the redemption;

(xxviii)if the investment manager is a foreign corporation, information as to whether there it has any person domiciled in Japan that has been granted authority to act as an agent of the investment manager in connection with acts in or out of court, and if so, the trade name, name and the address of such person and the details of such authority;

(xxix)if the contract or any other juridical act pertaining to the beneficial interest in commodity fund provides for the court to have jurisdiction over the action related to such beneficial interest in commodity fund, the name and location of such court; and

(xxx)if a financial instruments transaction contract pertaining to commodity fund-related transactions intended for making additional investment in a commodity fund which accepts additional investment of principal is to be concluded, or if the agency or intermediary services therefor are to be provided (hereinafter referred to as the "conclusion, etc." in this item), the following matters:

(a)the status of the distribution of assets pertaining to the commodity fund as of the last day of the month two months prior to the day of the commencement of solicitation for such conclusion, etc., classified in accordance with the following categories:

1.commodity futures (including a breakdown by the category of major goods pertaining to the commodity futures, such as precious metals, agricultural products, energy resources and others);

2.the commodities investment prescribed in Article 2, paragraph (1), item (ii) of the Act on Control for Business Pertaining to Commodity Investment (including a breakdown by the category of major goods pertaining to the commodities investment, such as precious metals, agricultural products, energy resources and others);

3.the commodities investment prescribed in Article 2, paragraph (1), item (iii) of the Act on Control for Business Pertaining to Commodity Investment (including a breakdown by the category of major goods pertaining to the commodities investment, such as precious metals, agricultural products, energy resources and others);

4.investment by way of acquisition (including production), transfer or use of the goods listed in Article 37, paragraph (1), item (ii), (a) through (e) of the Order or by way of having such goods used (including a breakdown by category of the goods pertaining to such investment as listed in (a) through (e) of that item);

5.other methods of investment (including a breakdown by category of major investment method, such as an investment in securities, negotiable deposits and other major financial instruments, a transaction listed in the items of Article 2, paragraph (21) of the Act, a transaction listed in the items of paragraph (22) of that Article, a transaction prescribed in paragraph (23) of that Article and other methods).

(b)the net asset and the dividends as of the last day of each of the latest ten accounting periods, which ended on the last day of the month two months prior to the month containing the day of the commencement of such solicitation;

(c)the amount, the cancellation payment amount and redemption amount related to of the public offering, private placement, secondary distribution or solicitation for selling, etc. only for professional investors for each of the latest ten accounting periods, which ended on the last day of the month two months prior to the month containing the day of commencement of such solicitation;

(d)the balance sheet and the profit and loss statement of the commodity fund for the accounting period immediately prior to the accounting period in which the day of the commencement of the solicitation falls, or any other document in lieu thereof;

(e)if there is any person that has accepted an investment or a contribution from the commodity fund set forth in (d), the consolidated balance sheet and the consolidated profit and loss statement pertaining to such commodity fund and such person, or any other document in lieu thereof, which are set out in such a way that the customer may understand the net asset of such commodity fund or such person; and

(f)if the document specified in (d) or (e) or any other documents on the financial calculation has been audited by a certified public accountant or an auditing firm, the scope of such auditing (other than if a document related to auditing by a certified public accountant or an auditing firm is attached to the document for delivery prior to conclusion of contract, and if the scope of such auditing is clearly indicated in the document).

(2)The provisions of Article 83, paragraph (2) apply mutatis mutandis to a commodity fund-related transaction. In such case, the term "the items of the preceding paragraphs" in that paragraph is deemed to be replaced with "the items of Article 91, paragraph (1)".

(3)The provisions of Article 83, paragraph (3) apply mutatis mutandis to the beneficial interest in commodity fund. In this case, the term "paragraph (1)" in that paragraph is deemed to be replaced with "Article 91, paragraph (1)".

(4)The term the "beneficial interest in commodity fund" as used in paragraph (1) and the preceding paragraph is as follows:

(i)the rights to be indicated on the securities specified in Article 2, paragraph (1), item (xiv) of the Act or on the securities specified in item (xvii) of that paragraph (limited to those which have the nature of the securities specified in item (xiv) of that paragraph), or the rights specified in paragraph (2), item (i) or (ii) of that Article, the purpose of which is to receive the distribution of profits and refund of the principal of trust primarily intended for the investment of the trust property pertaining to such right through investment by means of the following acts:

(a)the commodities investment prescribed in Article 2, paragraph (1) of the Act on control for business pertaining to commodities investment; and

(b)the acquisition (including production), transfer or use of any of the goods listed in Article 37, paragraph (1), item (ii), (a) through (e) of the Order, or having such goods used;

(ii)the rights specified in Article 2, paragraph (2), item (v) or (vi) of the Act if the business subject to investment pertaining to such rights is an investment in the rights specified in the preceding item; and

(iii)the rights specified in Article 2, paragraph (2), item (v) or (vi) of the Act if the business subject to investment pertaining to such rights is primarily intended for conducting the act specified in item (i), (a) or (b).

(Special Provisions on Matters to Be Stated in a Document to Be Delivered Prior to Conclusion of Contract Pertaining to Transaction Pertaining to Business Related to Investment in Racehorses)

Article 92(1)If a financial instruments transaction contract to be concluded pertains to a transaction of the business related to investment in racehorses, the matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (vii) of the Act are the matters related to bloodlines of the racehorses and status of the management of the breeding thereof, beyond those specified in paragraph (1) of the preceding Article.

(2)The provisions of Article 83, paragraph (2) apply mutatis mutandis to a transaction pertaining to the business related to investment in racehorses. In this case, the term "the matters listed in the items of the preceding paragraph", "that paragraph", "the matters listed in the items of that paragraph" is deemed to be replaced with "the matters related to bloodlines of the racehorses and status of the management of the breeding thereof", "Article 92, paragraph (1)", and "such matters", respectively.

(3)The provisions of Article 83, paragraph (3) apply mutatis mutandis to the right specified in Article 7, item (iv), (d), 1. or 2. In such case, the term "paragraph (1)" in that paragraph is deemed to be replaced with "Article 92, paragraph (1)".

(Special Provisions on Matters to Be Stated in Documents to Be Delivered Prior to Conclusion of a Contract Pertaining to Purchase and Sale or Any Other Transaction of Business-Type Equity of Business subject to Investment)

Article 92-2(1)The matters provided for by Cabinet Office Order defined in Article 37-3, paragraph (1), item (vii) of the Act if the financial instruments transaction contract to be concluded pertains to the purchase and sale and other transactions of the right, of which the business subject to investment related to the equity of business subject to investment is mainly the business other than a business which invests primarily in the rights pertaining to securities or derivative transactions from among the equity of business subject to investment (hereinafter referred to as "business-type equity of business subject to investment" in this Article) are the following matters beyond the matters specified in Article 87, paragraph (1) (if the financial instruments transaction contract is related to the purchase and sale or other transactions of equity in foreign business subject to investment, the matters specified in Article 88, paragraph (1); if the financial instruments transaction contract is related to the purchase and sale or other transactions of those listed in Article 91, paragraph (4), item (iii), the matters specified in paragraph (1) of that Article; and if the financial instruments transaction contract is related to transactions of the business related to investment in racehorses, the matters specified in paragraph (1) of the preceding Article):

(i)matters specified in the following (a) through (c) corresponding to the categories of money management means listed in those (a) through (c) related to the business-type equity of business subject to investment:

(a)the means listed in Article 125, item (ii), (a): the following matters:

1.the trade name or name of the depository;

2.the name and location of the business office or any other office related to the deposit;

3.the name of the deposit; and

4.the account number of the deposit and other necessary matters to specify the deposit;

(b)the means listed in Article 125, item (ii), (b): the following matters:

1.the trade name or name of a bank, etc. (meaning a bank, cooperative financial institution, the Shoko Chukin Bank Limited, or a person that engages in the operations listed in Article 10, paragraph (1), item (i) of the Banking Act in a foreign state) with which there is a deposit or savings account;

2.the name and location of the business office or any other office related to deposits or savings;

3.the name of the deposits or savings; and

4.the account number of the deposits or savings and other necessary matters to specify the deposits or savings;

(c)the means listed in Article 125, item (ii), (c): the following matters:

1.the trade name or name of the trustee of the money trust;

2.the name and location of the business office or any other office related to the money trust;

3.the name of the money trust; and

4.the account number of the money trust and other necessary matters to specify the money trust; and

(d)the method set forth in Article 125, item (ii), sub-item (d): the following matters:

1.the trade name or name of the party to which the management is entrusted;

2.the name and location of the business office or other office pertaining to the entrustment of the management;

3.the name of the entrustment of the management; and

4.the account number of the entrustment of the management and other matters necessary for identifying the entrustment of the management;

(ii)implementation status of the management specified in Article 40-3 and the means with which the financial instruments business operator, etc. checked the implementation status;

(iii)characteristics of the contact pertaining to the purchase and sale and other transactions of the business-type equity of business subject to investment and the statement that investment should be implemented only after understanding the characteristics;

(iv)the following matters related to the flow of funds pertaining to the business subject to investment:

(a)specific content of use of money and other property that is invested or paid by a person that has business-type equity of business subject to investment and the distribution policy of the money and other property for each use; and

(b)the trade name or name and roles of the person that transfers or sends, or manages or keeps money or other properties invested or paid by the person that has business-type equity of business subject to investment; and

(v)existence of an external audit pertaining to money and other properties invested or paid by the person that has business-type equity of business subject to investment, and in cases of receiving an external audit, the name of the person that implements the external audit.

(2)The provisions of Article 83, paragraph (2) apply mutatis mutandis to the purchase and sale and other transactions of the business-type equity of business subject to investment. In this case, the term "each item of the preceding paragraph" as used in that paragraph is deemed to be replaced with "each item of Article 92-2, paragraph (1)".

(3)The provisions of Article 83, paragraph (3) apply mutatis mutandis to the business-type equity of business subject to investment. In this case, the term "paragraph (1)" in that paragraph is deemed to be replaced with "Article 92-2, paragraph (1)".

(Matters to Be Stated in All Types of Document for Delivery Prior to Conclusion of Contracts Pertaining to Derivative Transactions)

Article 93(1)If a financial instruments transaction contract to be concluded pertains to derivative transactions, etc., the matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (vii) of the Act are as follows, beyond those set forth in the items of Article 82:

(i)the matters prescribed in Article 16, paragraph (1), items (iii) and (vi) of the Order;

(ii)the means of the performance of the obligations arising from the derivative transactions, etc., and the means of settlement of such derivative transactions, etc.;

(iii)if the derivative transactions, etc., fall under the category of the market transactions of derivatives, etc. or foreign market derivatives transactions, etc., the trade name or name of the party which establishes the financial instruments exchange market or the foreign financial instruments market pertaining to such transactions;

(iv)the types of any security deposit to be deposited by the customer in connection with the derivative transactions, etc. such as customer margin, and the method of calculation of the amount thereof; the type of properties which may be appropriated to the customer margin or any other security deposit, and the amount which may be appropriated or any other information equivalent thereto; and the method whereby the customer deposits or restitutes the customer margin or any other security deposit.

(v)the method of the collection of the fees, etc. from customers;

(vi)the matters related to the procedures pertaining to derivative transactions, or becoming entrusted, etc. with them thereof (meaning becoming entrusted, etc. set forth in Article 44-2, paragraph (1), item (i) of the Act; the same applies hereinafter); and

(vii)the major technical terms related to derivative transactions or any other basic matters.

(2)The provisions of Article 83, paragraph (2) apply mutatis mutandis to the derivative transactions, etc. In this case, the term "the items of the preceding paragraph" in that paragraph is deemed to be replaced with "the items of Article 93, paragraph (1)".

(Special Provisions on Matters to Be Stated in a Document to Be Delivered Prior to Conclusion of a Contract Pertaining to Over-the-Counter Derivatives Transactions Contracts)

Article 94(1)If a financial instruments transaction contract to be concluded pertains to the contract of over-the-counter derivatives transactions, the matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (vii) of the Act are as follows, beyond those specified in the preceding Article:

(i)if the financial instruments business operator, etc., for the purpose of reducing any possible loss which may accrue from the over-the-counter derivatives transactions (excluding transactions listed in Article 116, paragraph (1), item (iii), (a) and (b); hereinafter the same applies in this paragraph, Article 117, paragraph (1), item (xxvi), Article 123, paragraph (1), items (xx) and (xxi)) to be conducted vis-a-vis a customer, conducts market transactions of derivatives or foreign market derivatives transactions, or other over-the-counter derivatives transactions or other transactions vis-a-vis other financial instruments business operator, etc. or any other person (hereinafter referred to as the "counterparty business operators, etc." in this and the following items, and Article 117, paragraph (1), item (xxviii)-2, (b)), and the financial instruments or options subject to such over-the-counter derivatives transactions or financial indicators pertaining to such over-the-counter derivatives transactions, type of transaction (whether it is a purchase or sale transaction) any other particulars equivalent thereto are identical to the over-the-counter derivatives transactions conducted by the customer (such transaction is hereinafter referred to as the "cover deal"): the trade name or name of the financial instruments exchange market pertaining to such cover deal; or the trade name or name of the party which establishes the foreign financial instruments market pertaining to such cover deal, as indicated in the language used in the state or region where the foreign financial instruments market has been established, as well as the Japanese translation of the indication; or the trade name or name and the business contents of the counterparty business operators, etc. which are the counterparties to the over-the-counter derivatives transactions or other transactions (hereinafter referred to as the "counterparties to cover deals"); and if any of the counterparties to cover deals is a foreign corporation, the name of the competent authority supervising such corporation;

(ii)the trade name, name and the business contents of the counterparty business operator, etc. which is the counterparty to the intermediation, brokerage, or agency service, if a financial instruments business operator, etc. conducts an intermediation, brokerage, or agency service for the over-the-counter derivatives transactions to be conducted by a customer (hereinafter referred to as the "counterparty to intermediary services, etc." in this item and Article 143, paragraph (1), item (ii), (d)); and if such counterparty to intermediary services, etc. is a foreign corporation, the name of the competent authority supervising such counterparty;

(iii)the matters related to prohibited acts in connection with the contract of over-the-counter derivatives transactions; and

(iv)the method for management of the properties under Article 43-2, paragraph (1) or (2) or Article 43-3 of the Act, and the depository thereof.

(2)The provisions of Article 83, paragraph (2) apply mutatis mutandis to the contract of over-the-counter derivative transactions. In this case, the term "the items of the preceding paragraph" in that paragraph is deemed to be replaced with "the items of Article 94, paragraph (1)".

(Matters to Be Stated in a Document to Be Delivered Prior to the Conclusion of a Contract in Relation to Investment Advisory Contracts)

Article 95(1)If a financial instruments transaction contract to be concluded is an investment advisory contract or a contract for conducting of the acts specified in Article 2, paragraph (8), item (xiii) of the Act (limited to the act pertaining to an investment advisory contract), the matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (vii) of the Act are as follows, beyond those set forth in the items of Article 82:

(i)if the financial instruments business operator, etc. is a corporation, the amount of the stated capital, the total amount of investment, and the trade names or names of its officers and the major shareholders;

(ii)the name of the person that conducts the analysis of the values, etc. of financial instruments for the purpose of making it available for the advisory service the customer under the investment advisory contract, or that makes investment decisions based on such analysis (referred to as the "analysts, etc." in Article 106, paragraph (1), item (vi));

(iii)the contents and methods of the advisory service;

(iv)the name of the person that performs the advisory service for customers under the investment advisory contracts;

(v)if the provisions of Article 37-6 of the Act is applicable to the financial instruments transaction contract, the fact that the customer may, before ten days have elapsed from the day when the customer received the document set forth in Article 37-4, paragraph (1) of the Act to be prepared when the financial instruments transaction contract is effected or in the cases set forth in Article 98, paragraph (1), item (i) or (ii) (hereinafter referred to as the "document for delivery upon conclusion of contract") (if, instead of the receipt of the document for delivery upon conclusion of contract, any information to be specified therein was provided by electronic or magnetic means, from the day specified as follows in accordance with the categories of the cases set forth respectively therein), cancel the financial instruments transaction contract in writing:

(a)if such information has been provided by the means specified in Article 56, paragraph (1), item (i): the day when the matters to be stated in the document for delivery upon conclusion of contract are recorded into the file stored on a computer used by a customer; or

(b)if such information has been provided by the means specified in Article 56, paragraph (1), item (ii): the day of the receipt of the file set forth in that item;

(vi)the fact that a cancellation of the financial instruments transaction contract under Article 37-6, paragraph (1) of the Act comes into effect when a document notifying the cancellation thereof is dispatched;

(vii)to the effect that the financial instruments business operator, etc. may not, in connection with its investment advisory business, conduct the acts listed in Article 2, paragraph (8), items (i) through (iv) of the Act vis-a-vis or for the customer;

(viii)to the effect that the financial instruments business operator, etc. may not, in connection with its investment advisory business, receive any money deposit or securities from its customers or have such customer deposit the customer's money or securities to a person having a close relationship with such financial instruments business operator, etc., irrespective of the grounds therefor; and

(ix)to the effect that the financial instruments business operator, etc. may not, in connection with its investment advisory business, loan money or securities to its customers, or provide any intermediation, brokerage, or agency for the lending of money or securities by a third party to such customers.

(2)the provisions listed in the following items do not apply to the cases set forth respectively therein:

(i)the provisions of item (vii) of the preceding paragraph: if the financial instruments business operator, etc. falls under the category of the following persons:

(a)a person engaged in type I financial instruments business (excluding a type-I small amount electronic public offering service provider);

(b)a person engaged in type II financial instruments business (excluding a type-II small amount electronic public offering service provider);

(c)a registered financial institution;

(d)a financial instruments intermediary service provider; or

(e)a financial service intermediary.

(ii)the provisions of item (viii) of the preceding paragraph: if the financial instruments business operator, etc. falls under the category of the following persons:

(a)a person engaged in a securities, etc. management business; or

(b)a registered financial institution (limited to a financial institution engaged in a trust business, or a financial institution accepting deposits, savings, or installment savings, etc. as prescribed in Article 2, paragraph (4) of the Banking Act);

(iii)the provisions of item (ix) of the preceding paragraph: if the financial instruments business operator, etc. falls under the category of the following persons:

(a)a person engaged in type I financial instruments business;

(b)a financial instruments intermediary service provider;

(c)a registered financial institution (limited to a financial institution engaged in a trust business); or

(d)a financial service intermediary.

(3)the provisions of Article 83, paragraph (2) apply mutatis mutandis to an investment advisory contract. In this case, the term "the items of the preceding paragraph" in that paragraph is deemed to be replaced with "the items of Article 95, paragraph (1)".

(Matters to Be Stated in a Document to Be Delivered Prior to Conclusion of Contract Pertaining to a Discretionary Investment Contract)

Article 96(1)If a financial instruments transaction contract to be concluded is a discretionary investment contract or a contract for conducting of the acts specified in Article 2, paragraph (8), item (xiii) of the Act (limited to acts pertaining to a discretionary investment contract; the same applies in item (vi)), the matters to be specified by Cabinet Office Order as referred to in Article 37-3, paragraph (1), item (vii) of the Act are as follows, beyond those set forth in the items of Article 82:

(i)basic investment policy;

(ii)the means of investment pertaining to the customer's assets to be made for the customer under the discretionary investment contract, and the type of the transactions;

(iii)the name of a person that makes an investment decision, or a person that makes an investment decision and makes an investment based thereon, for the customer and pursuant to the discretionary investment contract;

(iv)the matters related to the scope of the discretionary investment decision and the implementation of the investment (including the trade name or name (if the person is a financial instruments business operator that is registered pursuant to Article 29 of the Act for engaging in investment management business for qualified investors, including to that effect), and the basic information of the person to be entrusted, if all or part of the authority for making an investment for the right holder is to be entrusted to a person as set forth in Article 42-3, paragraph (1) of the Act (including if a part of the authority so entrusted is to be re-entrusted));

(v)if a person that manages for the right holder based on a discretionary investment contract is the financial instruments business operator that is registered pursuant to Article 29 of the Act for engaging in investment management business for qualified investors, including to that effect; and

(vi)existence of an external audit related to business pertaining to finance of the financial instruments business operator, etc. (if the financial instruments transaction contract to be concluded is a contract for conducting acts listed in Article 2, paragraph (8), item (xiii) of the Act, the financial instruments business operator, etc. that is a counterparty of the discretionary investment contract pertaining to those acts) or a discretionary investment contract, and if the external audit has been implemented, the name of the person that implemented the external audit, the results of the external audit, and the outline of the results.

(2)If the financial instruments transaction contract to be concluded is a discretionary investment contract, the matters provided for by Cabinet Office Order specified in Article 37-3, paragraph (1), item (vii) of the Act under the policy to set the subject securities of specific issue as subject of investment based on the discretionary investment contract after concluding the discretionary investment contract are the following matters beyond the matters prescribed in the preceding paragraph:

(i)the name of the subject securities, means of calculation of the price of the subject securities, and matters related to the frequency and means of reporting the price to the person that holds the right pertaining to the subject securities;

(ii)the trade name or name, address or residence of the issuer of the subject securities, the person that engages in important operations pertaining to the investment of assets invested or paid by the person that holds the right pertaining to the subject securities (hereinafter it is referred to as "fund assets" in this item and item (iv)), the person that engages in important operations pertaining to preservation of the fund assets, and the person that engages in important operations pertaining to the matters listed in the preceding item other than investment and preservation of fund assets (limited to matters related to the calculation means of the price specified in that item or the means to report the price) (it is referred to as "persons related to fund") and matters related to the role sharing of those persons;

(iii)the capital relationship and personal relationship between the financial instruments business operator, etc. and the persons related to the fund; and

(iv)existence of an external audit pertaining to fund assets, and if the external audit is implemented, the name of the person that implements the external audit.

(3)The provisions of Article 83, paragraph (2) apply mutatis mutandis to the discretionary investment contract. In this case, the term "the items of the preceding paragraph" in that paragraph is deemed to be replaced with "the items of Article 96, paragraph (1) and the items of paragraph (2)", the term "of that paragraph" is deemed to be replaced with "these", and the term "each item of that paragraph" is deemed to be replaced with "each item of paragraphs (1) and (2) of that Article" respectively.

(4)The "subject securities" set forth in paragraph (2) mean the following securities (excluding those corresponding to cases in which the disclosure prescribed in Article 4, paragraph (7) of the Act is implemented in relation to those securities):

(i)securities listed in Article 2, paragraph (1), item (x) or (xi);

(ii)securities similar to beneficiary certificates of investment trust from among securities listed in Article 2, paragraph (1), item (xiv) of the Act;

(iii)securities listed in Article 2, paragraph (1), item (xvii) of the Act that have the nature of securities listed in the preceding item;

(iv)securities listed in Article 2, paragraph (1), item (xx) of the Act that indicate the rights pertaining to securities listed in the preceding three items;

(v)the right to be indicated on the securities listed in the preceding items that are deemed to be securities pursuant to the provisions of Article 2, paragraph (2) of the Act; and

(vi)the rights listed in Article 2, paragraph (2), item (v) or (vi) of the Act that are deemed to be securities pursuant to the provisions of that paragraph.

(Exemption from Requirement of Notification of Document for Delivery Prior to Conclusion of Contract)

Article 97The cases specified by Cabinet Office Order as prescribed in the proviso to Article 37-3, paragraph (3) of the Act are those in which, in connection with the solicitation for the conclusion of a financial instruments transaction contract set forth in that paragraph, a notification under Article 4, paragraph (1) or (2) of the Act has been filed (but only if such notification document contains all of the matters to be stated in a document for delivery prior to conclusion of contract).

(Other Occasions Where Delivery of Documents Is Required)

Article 98(1)The occasions to be specified by Cabinet Office Order as referred to in Article 37-4, paragraph (1) of the Act are as follows:

(i)in cases of the cancellation of all or part of an investment trust agreement pertaining to the securities prescribed in Article 2, paragraph (1), item (x) of the Act or a trust agreement pertaining to the foreign investment trust prescribed in Article 2, paragraph (24) of the Act on Investment Trust and Investment Corporations (excluding the cases falling under the effectuation of a financial instruments transaction contract as set forth in Article 37-4, paragraph (1));

(ii)if any investment equity (meaning the investment equity prescribed in Article 2, paragraph (14) of the Act on Investment Trust and Investment Corporations; the same applies in Article 123, paragraph (1), item (ix)) has been refunded; and

(iii)if a financial instruments transaction contract pertaining to the purchase and sale and any other transaction of securities or derivative transactions, etc. (excluding brokerage for clearing of securities, etc.) was effected, or if the securities, commodities (including instruments or certificates issued in relation to the deposited commodities) or money were delivered, the following cases:

(a)if the customer has requested that a report on outstanding balance of transactions (meaning the document prepared and delivered in the case referred to in this item, pursuant to the provisions of Article 37-4, paragraph (1) of the Act; the same applies hereinafter) be delivered for each occasion if the financial instruments transaction contract has been effected or such delivery has been made, each occasion if the financial instruments transaction contract was effected or such delivery has been made;

(b)in the case referred to as follows, for each last day of the reporting period containing the day when the financial instruments transaction contract was effected or the delivery was made (the term the "reporting period" means the period derived from dividing a one-year term by the terms of three months or shorter (if no financial instruments transaction contract was effected or no such delivery was made within one year from the day of preparation of the latest report on outstanding balance of transactions, and if there is any outstanding monies or securities, it means a one-year period or the period derived from dividing a one-year term by a term shorter than one year); the same applies hereinafter):

1.if the customer is not the one that made the request set forth in (a); or

2.if the statement of the matters specified in Article 108, paragraph (1), items (v) and (vi) is to be omitted pursuant to the provisions of Article 108, paragraph (5);

(iv)if a financial instruments transaction contract pertaining to commodity fund-related transactions has been concluded.

(2)In the case referred to in item (iv) of the preceding paragraph, a financial instruments business operator, etc. must, without delay on or after the last day of the accounting period pertaining to the investment of the commodity fund related to the commodity fund-related transactions set forth in that item, prepare and deliver a written report explaining the status of the investment of such commodity fund.

(Matters to Be Stated in All Types of Documents to Be Delivered Prior to the Conclusion of a Contract)

Article 99(1)the following matters must be contained in a document for delivery upon conclusion of contract:

(i)the trade name or name of the financial instruments business operator, etc.;

(ii)the name of the business office or any other office of the financial instruments business operator, etc.;

(iii)a brief description of the financial instruments transaction contract, the cancellation set forth in item (i), paragraph (1) of the preceding Article or the refund set forth in item (ii) of that paragraph (excluding those specified in Article 100 through Article 107);

(iv)the date when the financial instruments transaction contract is effected, or when the cancellation set forth in paragraph (1), item (i) of the preceding Article or the refunding set forth in item (ii) of that paragraph is made;

(v)the matters related to the fees, etc. pertaining to the financial instruments transaction contract, the cancellation set forth in item (i), paragraph (1) of the preceding Article or the refunding set forth in item (ii) of that paragraph;

(vi)the name of the customers; and

(vii)the method whereby the customer contacts the financial instruments business operator, etc.

(2)If any financial instruments transaction contract pertaining to a market transaction of derivatives for which give-up was implemented (the "give-up" means an act whereby, in accordance with the conditions provided by a financial instruments exchange, the sale or purchase under a market transaction of derivatives conducted by a member, etc. (if such market transaction of derivatives falls under the category of a transaction specified in any of the following items, the transactions set forth respectively therein; hereinafter the same applies in this paragraph) are to be extinguished toward the future, and by, at the same time, the sale or purchase under a market transaction of derivatives identical to the purchase and sale under a market transaction of derivatives so extinguished is newly effected under the name of another member, etc.; the same applies hereinafter), a financial instruments business operator, etc. is to state the fees, etc. under item (v) of the preceding paragraph which are directly received by order executing member, etc. (meaning the member, etc. under whose name the sales or purchases of the market transactions of derivatives were extinguished toward the future through such give-up; the same applies hereinafter) and the clearance executing member, etc. (meaning the member, etc. under whose name the sales or purchases of the market transactions of derivatives were newly effected through such give-up; the same applies hereinafter) from the customer:

(i)a transaction specified in Article 2, paragraph (21), item (ii) of the Act (including a foreign market derivatives transaction similar thereto): a transaction wherein the customer becomes a party paying money or a party receiving money if the actual figure exceeds the agreed figure;

(ii)a transaction specified in Article 2, paragraph (21), item (iii) of the Act (including a foreign market derivatives transaction similar thereto): a transaction wherein the customer becomes a party granting options or a party acquiring options;

(iii)a transaction specified in Article 2, paragraph (21), item (iv) of the Act (including a foreign market derivatives transaction similar thereto): a transaction wherein the customer becomes a party paying money or a party receiving money when the interest rate, etc. of the financial instruments or financial indicators as agreed between the customer and the counterparty increase in the agreed period;

(iv)a transaction specified in Article 2, paragraph (21), item (iv) of the Act: a transaction wherein a party becomes a money-paying or receiving party when a financial indicator for the instruments agreed between the customer and the counterparty rises in the agreed period; and

(v)a transaction specified in Article 2, paragraph (21), item (v) of the Act (including a foreign market derivatives transaction similar thereto): a transaction wherein the customer becomes a party paying money or a party receiving money when any event agreed by the parties in advance (meaning the events specified in that item) occurs.

(Matters to Be Stated in All Types of Document for Delivery Upon Conclusion of Contract Pertaining to Purchase and Sale or Other Transaction of Securities or Derivative Transactions)

Article 100(1)Beyond the matters set forth in the items of paragraph (1) of the preceding Article, the following matters must be stated in the document for delivery upon conclusion of contract to be prepared when a financial instruments transaction contract pertaining to the purchase and sale or any other transaction of securities (excluding mortgage securities, etc.; hereinafter the same applies in this Article and the following Article) or a derivative transaction, etc. is effected or in the cases listed in Article 98, paragraph (1), item (i) or (ii) (if the purchase and sale and other transaction of securities pertains to the action specified in Article 2, paragraph (8), item (vii) of the Act or in Article 1-12, item (i) of the Cabinet Order, or in cases listed in Article 98, paragraph (1), item (i) or (ii), the matters specified in item (i) are excluded):

(i)information as to whether the financial instruments business operator, etc. itself is dealing or it is a transaction based on entrustment by the customer, and in cases of a transaction based on entrustment (limited to those pertaining to over-the-counter transaction of derivatives, etc.), the trade name or name and address or location of the counterparty; and

(ii)information as to whether the type of transaction is a sale, etc. (meaning a sale or any other manner of transfer for value, or a cancellation or refunding; the same applies in Article 108, paragraph (1), item (ii), (c)) or a purchase, etc. (meaning a purchase or any other manner of acquisition for value; the same applies in (c) of that item) (with regard to the transactions listed in (a) through (e) below, information as to the type of such transaction respectively set forth therein):

(a)a transaction specified in Article 2, paragraph (21), item (ii) of the Act (including a foreign market derivatives transaction similar thereto) and a transaction specified in paragraph (22), item (ii) of that Article: whether it is a transaction wherein the customer becomes a party paying money, or a party receiving money, if the actual figure exceeds the agreed figure;

(b)a transaction specified in Article 2, paragraph (21), item (iii) of the Act (including a foreign market derivatives transaction similar thereto) and a transaction specified in paragraph (22), items (iii) and (iv) of that Article: whether it is a transaction wherein the customer becomes a party granting options, or a party acquiring options;

(c)a transaction specified in Article 2, paragraph (21), item (iv) of the Act (including a foreign market derivatives transaction similar thereto) and a transaction specified in paragraph (22), item (v) of that Article: whether it is a transaction wherein the customer becomes a party paying money, or a party receiving money, when the interest rate, etc. of the financial instruments or financial indicators as agreed between the customer and the counterparty increase in the agreed period; and

(d)a transaction specified in Article 2, paragraph (21), item (iv)-2 of the Act: a transaction wherein a party becomes a money-paying or receiving party when a financial indicator for the instruments agreed between the customer and the counterparty rises in the agreed period;

(e)a transaction specified in Article 2, paragraph (21), item (v) of the Act (including a foreign market derivatives transaction similar thereto) and a transaction specified in paragraph (22), item (vi) of that Article: whether it is a transaction wherein the customer becomes a party paying money, or a party receiving money, when any event agreed by the parties in advance (meaning the events specified in any of Article 2, paragraph (21), item (v) and paragraph (22), item (vi) of the Act) occurs;

(iii)the issues (including financial instruments, financial indicators which are the subject of transactions or any others equivalent thereto);

(iv)the agreed volumes (if there is no volume, the number of transactions or any other matter equivalent to volumes);

(v)the amount or figure per transaction unit, such as the unit price, amount of consideration or agreed figure;

(vi)the amount of money payable by the customer and the means of calculation thereof;

(vii)the type of transaction; and

(viii)beyond what is set forth in the preceding items, the matters necessary for accurately disclosing the details of the transaction.

(2)Notwithstanding the provisions of the preceding paragraph, if two or more financial instruments business operators, etc. (including a financial service intermediary) are required to deliver to the customer a document for delivery upon conclusion of contract (in the case of a financial service intermediary, the document prescribed in Article 37-4, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 31, paragraph (2) of the Act on the Provision of Financial Services; the same applies hereinafter in this paragraph) in regard to the same purchase and sale or any other transaction of securities or derivative transactions, etc. pursuant to the provisions of Article 37-4, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 31, paragraph (2) of the Act on the Provision of Financial Services), and one of those financial instruments business operators, etc. (including a financial service intermediary) has delivered to the customer the document for delivery upon conclusion of contract stating the matters set forth in the items of the preceding paragraph, the other financial instruments business operator, etc. need not specify in its document for delivery upon conclusion of contract the matters set forth in the items of the preceding paragraph.

(3)Notwithstanding the provisions of paragraph (1), if the financial instruments transaction contract which has come into effect pertains to a pre-auction trading of government bonds (meaning a when-issued transaction of government bonds (meaning a transaction wherein, within the period between the time when the state publishes the scheduled auction date, scheduled issuance amount, scheduled issue date and scheduled redemption date of the government bonds (hereinafter referred to as "time of publication of scheduled date, etc. for government bond auction" in this paragraph) and the day immediately prior to the issue date of such government bond, a party concludes a contract for the purchase and sale of such government bond which comes into effect subject to the fulfillment of the conditions precedent that such government bonds be issued on the issue date, and in the delivery settlement under such contract is performed on or after the issue date; the same applies in Article 108, paragraph (1), item (vi) and Article 164, paragraph (1), item (i)) to be conducted between the time of publication of scheduled date, etc. for government bond auction and the time of publication of the issue number and coupon rate of such government bond; the same applies hereinafter), the document for delivery upon conclusion of contract pertaining to such financial instruments transaction contract may contain the effect that the transaction falls under the category of a pre-auction trading of government bonds, and the scheduled redemption date and the contracted yield thereof (if the government bonds are floating rate government bonds, spread on the standard interest rates specified by the state), in lieu of the matters specified in paragraph (1), items (iii), (v) and (vi); provided, however, that a document specifying such matters must be delivered before the issue date.

(Special Provisions on Matters to Be Stated in a Document to Be Delivered Upon Conclusion of Contract Pertaining to Purchase and Sale or Other Transaction of Securities or Transactions of Securities-Related Derivatives)

Article 101(1)Beyond the matters specified in paragraph (1) of the preceding Article, the following matters must be stated in a document for delivery upon conclusion of contract to be prepared when a financial instruments transaction contract pertaining to the purchase and sale or any other transaction of securities or transactions of securities-related derivatives, etc. is effected:

(i)if the financial instruments transaction contract pertains to the purchase and sale of securities (excluding a transaction which falls under the category of transactions of securities-related derivatives, etc.; hereinafter the same applies in this Article), the following matters:

(a)information as to whether the transaction is a cash transaction or a margin transaction; and

(b)if a financial instruments transaction contract pertains to a margin transaction, the due date for payment, and information as to whether it is a new transaction or a settlement transaction;

(ii)if the financial instruments transaction contract pertains to a transaction specified in Article 28, paragraph (8), item (iii), (a) of the Act, or to a transaction similar to that specified in (a) of that item conducted on a foreign financial instruments market, the following matters:

(a)information as to whether it is a new transaction or a settlement transaction; and

(b)if the financial instruments transaction contract pertains to a calendar spread transaction as prescribed in the regulations of a party which establishes a financial instruments exchange or a foreign financial instruments market, to that effect;

(iii)if the financial instruments transaction contract pertains to a transaction specified in Article 28, paragraph (8), item (iii), (b) or (c) of the Act, or to a transaction similar to that specified in (b) or (c) of that item conducted on a foreign financial instruments market, information as to whether it is a new transaction or a settlement transaction;

(iv)if a financial instruments transaction contract pertains to a transaction specified in Article 28, paragraph (8), item (iv), (a) of the Act, the following matters:

(a)information as to whether it is a new transaction or a settlement transaction;

(b)the certain future timing, as promised by the parties, in relation to the delivery or receipt of securities and the consideration therefor; and

(c)if the transaction is to be settled by means of the delivery or receipt of the difference, the means of calculation of such difference;

(v)if the financial instruments transaction contract pertains to a transaction specified in Article 28, paragraph (8), item (iv), (b) of the Act, the following matters:

(a)the date of the calculation of the amount of money to be delivered or received;

(b)the means of calculation of the amount of money to be delivered or received;

(c)the day when the money will be delivered or received;

(d)beyond what is set forth in (a) through (c), the matters equivalent to such matters which are necessary for accurately disclosing the details of the transaction;

(vi)if the financial instruments transaction contract pertains to a transaction specified in Article 28, paragraph (8), item (iv), (c) or (d) of the Act, the matters specified in the following, in accordance with the categories of the transactions effected by exercise of the options set forth respectively therein:

(a)a purchase and sale of securities: the matters specified in item (i), (a) and (b);

(b)a transaction specified in Article 28, paragraph (8), item (iv), (a) of the Act: the matters specified in item (iv), (a) through (c);

(c)a transaction specified in Article 28, paragraph (8), item (iv), (b) of the Act: the matters specified in (a) through (d) of the preceding item;

(d)a transaction specified in Article 28, paragraph (8), item (iv), (e) of the Act: the matters specified in (a) through (g) of the following item; and

(e)a transaction other than that specified in (a) through (d): the matters necessary for accurately disclosing the details of the transaction;

(vii)if the financial instruments transaction contract pertains to a transaction specified in Article 28, paragraph (8), item (iv), (e) of the Act, the following matters:

(a)the amount fixed as the principal;

(b)the securities indicator or the securities issues pertaining to the calculation of the amount of money to be paid by the customer;

(c)the method of calculation of the amount of money to be paid by the customer;

(d)the interest rate, securities indicator, type of currency or securities issues pertaining to the calculation of the amount of money to be received by the customer;

(e)the method of calculation of the amount of money to be received by the customer;

(f)the period specified in Article 28, paragraph (8), item (iv), (e) of the Act; and

(g)beyond what is set forth in (a) through (f), the matters equivalent to these matters which are necessary for accurately disclosing the details of the transaction.

(2)The provisions of paragraph (2) of the preceding Article apply mutatis mutandis to a purchase and sale or any other transaction of securities or transactions of securities-related derivatives, etc. In such case, the term "the items of the preceding paragraph" in that paragraph is deemed to be replaced with "the items of Article 101, paragraph (1)".

(3)Notwithstanding the provisions of paragraph (1), in the case referred to in Article 99, paragraph (2), the matters specified in Article 101, paragraph (1), item (ii), (a), item (iii), and item (iv), (a) need not be specified.

(Special Provisions on Matters to Be Stated in a Document to Be Delivered Upon Conclusion of Contract Pertaining to Derivative Transactions)

Article 102(1)Beyond the matters specified in Article 100, paragraph (1) (if a financial instruments transaction contract is related to transactions of securities-related derivatives, etc. (limited to those pertaining to the contract for over-the-counter derivatives transactions), the matters prescribed in paragraph (1) of the preceding Article), the following matters are stated in a document for delivery upon conclusion of contract to be prepared when a financial instruments transaction contract pertaining to derivative transactions, etc. (excluding transactions of securities-related derivatives, etc. (excluding those pertaining to the contract for over-the-counter derivatives transactions) and transactions pertaining to brokerage for clearing of securities, etc.; the same applies in following paragraph) is effected:

(i)the types and amounts of the customer margin and any other security deposit pertaining to the derivative transactions effected (if a contract for a customer margin or any other security deposit pertaining to the derivative transactions has not been concluded for each derivative transaction, to that effect and the means of calculation of the security deposit);

(ii)the party with which the customer margin or any other security deposit pertaining to the derivative transactions effected is to be deposited;

(iii)the trade name or name of a party which establishes the financial instruments exchange market or the foreign financial instruments market pertaining to the derivative transactions, etc. so effected (excluding the over-the-counter transactions of derivatives);

(iv)the time limit of the derivative transactions effected, and if the derivative transactions so effected has been conducted in settlement of the existing derivative transactions before its time limit, to that effect and the matters specified in Article 100, paragraph (1), item (v) in regard to such existing derivative transactions;

(v)the trade name or name of the depository for separate management;

(vi)if the financial instruments transaction contract pertains to a transaction specified in Article 2, paragraph (21), item (v) or, paragraph (22), item (vi) of the Act, the following matters:

(a)the events determined by the parties in advance;

(b)the means of calculation of the amount of money to be received or paid by the customer if any event determined by the parties in advance occurs;

(c)the financial instruments, the rights pertaining to the financial instruments or a monetary claim (such monetary claim excludes claims which fall under the category of the financial instruments or of the rights pertaining thereto) which the parties had promised to transfer between the parties if any event determined by the parties in advance occurs; and

(d)the transaction period.

(2)The provisions of Article 100, paragraph (2) apply mutatis mutandis to derivative transactions, etc. In this case, the term "the items of the preceding paragraph" in that paragraph is deemed to be replaced with "the items of Article 102, paragraph (1)".

(Special Provisions on Matters to Be Stated in a Document to Be Delivered Upon Conclusion of Contract Pertaining to Purchase and Sale or Other Transaction of Mortgage Securities)

Article 103(1)Beyond the matters specified in Article 99, paragraph (1), the following matters must be stated in a document for delivery upon conclusion of contract to be prepared when a financial instruments transaction contract pertaining to the purchase and sale or any other transaction of mortgage securities, etc. is effected:

(i)if there are any provisions on the receipt of the payment of the principal and interest of the claim, as specified in the mortgage securities, etc., the contents thereof;

(ii)the matters specified in the items of Article 12, paragraph (1) of the mortgage securities Act;

(iii)the matters related to the principal and interest;

(iv)the day of the payment of the principal and interest;

(v)if there are any provisions on the calculation of the interests, the contents thereof;

(vi)the matters stated in a loan contract pertaining to the mortgage securities;

(vii)the matters stated in a real property appraisal report;

(viii)the repayment plan of the loan, as specified in the business plan or any other plan pertaining to the collateral;

(ix)if the debtor is a corporation, the following matters in relation to such corporation:

(a)the year and month when the corporation was incorporated or commenced business;

(b)the type of the principal business conducted; and

(c)the balance sheet and profit and loss statement for the business year immediately preceding the business year containing the day three months (six months, if the financial instruments business operator, etc. is a foreign corporation) prior to the day when the document for delivery upon conclusion of contract was delivered; and

(x)the method whereby the customer collects claims from the debtor.

(2)The provisions of Article 100, paragraph (2) apply mutatis mutandis to the purchase and sale or any other transaction of mortgage securities, etc. In this case, the term "the items of the preceding paragraph" in that paragraph is deemed to be replaced with "the items of Article 103, paragraph (1)".

(Special Provisions on Matters to Be Stated in a Document to Be Delivered Upon Conclusion of Contract Pertaining to Commodity Fund-Related Transactions)

Article 104(1)Beyond the matters specified in Article 100, paragraph (1), the following matters must be stated in a document for delivery upon conclusion of contract to be prepared when a financial instruments transaction contract pertaining to commodity fund-related transactions is effected:

(i)the matters specified in Article 37-3, paragraph (1), items (v) and (vi) of the Act;

(ii)the matters specified in Article 83, paragraph (1), item (i), Article 91, paragraph (1), item (i), item (v), item (xvi), and item (xviii), (b), 2. and 4. through 6., and in item (xx) of that paragraph;

(iii)the details of the investment made under the act specified in Article 91, paragraph (4), item (i), (a) or (b), the investment specified in item (ii) of that paragraph or of the business specified in item (iii) of that paragraph, in connection with the beneficial interest in commodity fund;

(iv)the method of the distribution of the profit of the commodity fund;

(v)the method of the payment of the redemption payable upon maturity, and if an accelerated redemption may be made, the method of the payment of such accelerated redemption; and

(vi)the method and rate of taxation imposed on the dividend and the redemption.

(2)The provisions of Article 100, paragraph (2) apply mutatis mutandis to commodity fund-related transactions. In this case, the term "the items of that paragraph" in that paragraph is deemed to be replaced with "the items of Article 104, paragraph (1)".

(Special Provisions on Matters to Be Stated in a Document to Be Delivered Upon Conclusion of Contract Pertaining to Transaction of Business Related to Investment in Racehorses)

Article 105(1)Beyond the matters specified in paragraph (1) of the preceding Article, the matters related to bloodlines of the racehorses and the status of the management of the breeding thereof must be stated in a document for delivery upon conclusion of contract to be prepared when a financial instruments transaction contract pertaining to a business related to investment in racehorses is effected.

(2)The provisions of Article 100, paragraph (2) apply mutatis mutandis to a transaction pertaining to a business related to investment in racehorses. In this case, the terms "the matters listed in the items of the preceding paragraph", "in that paragraph", and "the matters listed in the items of that paragraph" are deemed to be replaced with "the matters related to bloodlines of the racehorses and the status of the management of the breeding thereof", "in Article 105, paragraph (1)", and "such matters", respectively.

(Special Provisions on Matters to Be Stated in a Document to Be Delivered Upon Conclusion of Contract Pertaining to an Investment Advisory Contract)

Article 106(1)Beyond the matters specified in Article 99, paragraph (1), the following matters must be stated in a document for delivery upon conclusion of contract to be prepared when an investment advisory contract or a financial instruments transaction contract for the performance of the act specified in Article 2, paragraph (8), item (xiii) of the Act (limited to that pertaining to an investment advisory contract) is effected:

(i)the contents and method of the advice;

(ii)the amount and timing of the payment of the remuneration;

(iii)the matters related to the cancellation of the contract (including the matters related to the provisions of Article 37-6, paragraphs (1) through (4) of the Act);

(iv)if there is an agreement for agreement for liquidated damages (including penalties), the details thereof;

(v)the contract term;

(vi)the name of the analysts, etc.;

(vii)the name of the person that provides the customer with the advisory services under the investment advisory contract;

(viii)to the effect that the customer is entitled to receive, in preference over other creditors, a payment with regard to claims originating from the investment advisory contract, from a deposit for operation furnished by the financial instruments business operator;

(ix)the matters specified in Article 95, paragraph (1), item (vii);

(x)the matters specified in Article 95, paragraph (1), item (viii); and

(xi)the matters specified in Article 95, paragraph (1), item (ix).

(2)The provisions listed in the following items do not apply to the cases set forth respectively therein:

(i)the provisions of item (ix) of the preceding paragraph: if the financial instruments business operator, etc. falls under the category of any of the following persons:

(a)a person engaged in type I financial instruments business (excluding a type-I small amount electronic public offering service provider);

(b)a person engaged in type II financial instruments business (excluding a type-II small amount electronic public offering service provider);

(c)a registered financial institution;

(d)a financial instruments intermediary service provider; or

(e)a financial service intermediary.

(ii)the provisions of item (x) of the preceding paragraph: if the financial instruments business operator, etc. falls under the category of any of the following persons:

(a)a person engaged in a securities, etc. management business; or

(iii)the provisions of item (xi) of the preceding paragraph: if the financial instruments business operator, etc. falls under the category of any of the following persons:

(a)a person engaged in type I financial instruments business;

(b)a financial instruments intermediary service provider;

(c)a registered financial institution (limited to a financial institution engaged in a trust business); or

(d)a financial service intermediary.

(3)The provisions of Article 100, paragraph (2) apply mutatis mutandis to an investment advisory contract. In this case, the term "the items of the preceding paragraph" in that paragraph is deemed to be replaced with "the items of Article 106, paragraph (1)".

(Matters to Be Stated in a Document to Be Delivered Upon Conclusion of Contract Pertaining to Discretionary Investment Contract)

Article 107(1)Beyond the matters listed in the items of Article 99, paragraph (1), the following matters must be stated in a document for delivery upon conclusion of contract to be prepared when a discretionary investment contract or a financial instruments transaction contract for the performance of the acts specified in Article 2, paragraph (8), item (xiii) of the Act (limited to the act pertaining to a discretionary investment contract) is effected:

(i)the matters related to the scope of the discretionary investment decision and the implementation of an investment (if all or part of the authority for making the investment decisions or the implementation of an investment is to be entrusted to another person, including the name of such entrusted person (if the person is the financial instruments business operator that is registered pursuant to Article 29 of the Act for engaging in investment management business for qualified investors, including to that effect) and the scope of such entrustment);

(ii)the amount and timing of the payment of the remuneration;

(iii)the matters related to the cancellation of the contract;

(iv)if there is an agreement for agreement for liquidated damages (including penalties) the details thereof;

(v)the contract term;

(vi)the particulars and amount of the customer's assets pertaining to the discretionary investment contract;

(vii)the name of a person that makes an investment decision, or a person that makes an investment decision and makes an investment based thereon, for the customers and pursuant to the discretionary investment contract; and

(viii)the method of the investment and the type of the transactions pertaining to the customer's assets which are conducted for the customer under the discretionary investment contract;

(ix)if the financial instruments transaction contract has been effected through an act specified in Article 2, paragraph (8), item (xiii) of the Act, to the effect that the customer is entitled to receive, in preference over other creditors, payment with regard to claims originating from the discretionary investment contract, from a deposit for operation furnished by the financial instruments business operator;

(x)if the person that engages in investment for the right holder based on the discretionary investment contract is the financial instruments business operator that is registered pursuant to Article 29 of the Act for engaging in investment management business for qualified investors, to that effect; and

(xi)frequency to deliver the investment report set forth in Article 42-7, paragraph (1) of the Act.

(2)The provisions of Article 100, paragraph (2) apply mutatis mutandis to a discretionary investment contract. In this case, the term "the items of the preceding paragraph" is deemed to be replaced with "the items of Article 107, paragraph (1)".

(Matters to Be Stated in Report on Outstanding Balance of Transactions)

Article 108(1)The following matters must be stated in a report on outstanding balance of transactions:

(i)the name of the customer;

(ii)the following matters pertaining to the financial instruments transaction contract as set forth in Article 98, paragraph (1), item (iii), (a), or to the financial instruments transaction contract effected during the reporting period:

(a)the date of the contract;

(b)the date of the delivery of the securities or commodities (including instruments or certificates issued in relation to the deposited commodities; hereinafter the same applies in this Article);

(c)information as to whether the type of transaction is a sale, etc. or a purchase, etc. (with regard to the transactions listed in 1. through 5. below, information as to the type of the transactions respectively set forth therein):

1.a transaction specified in Article 2, paragraph (21), item (ii) of the Act (including foreign market derivatives transactions similar thereto) and a transaction specified in Article 2, paragraph (22), item (ii) of the Act: whether it is a transaction wherein, if the actual figure exceeds the agreed figure, the customer becomes a party paying money, or a party receiving money;

2.a transaction specified in Article 2, paragraph (21), item (iii) of the Act (including foreign market derivatives transactions similar thereto), and transactions specified in Article 2, paragraph (22), items (iii) and (iv) of the Act: whether it is a transaction wherein the customer becomes a party granting options, or a party acquiring options;

3.a transaction specified in Article 2, paragraph (21), item (iv) of the Act (including foreign market derivatives transactions similar thereto), and a transaction specified in Article 2, paragraph (22), item (v) of the Act: whether it is a transaction wherein, when the interest rate, etc. of the financial instruments or financial indicators as agreed between the customer and the counterparty increase in the agreed period, the customer becomes a party paying money, or a party receiving money;

4.a transaction specified in Article 2, paragraph (21), item (iv)-2 of the Act: a transaction wherein a party becomes a money-paying or receiving party when a financial indicator for the instruments agreed between the customer and the counterparty rises in the agreed period; and

5.a transaction specified in Article 2, paragraph (21), item (v) of the Act (including foreign market derivatives transactions similar thereto), and a transaction specified in Article 2, paragraph (22), item (vi) of the Act: whether it is a transaction wherein, when any event agreed by the parties in advance (meaning any of the events specified in paragraph (21), item (v) of that Article or paragraph (22), item (vi) of that Article) occurs, the customer becomes a party paying money, or a party receiving money.

(d)the type of the securities or derivative transactions;

(e)the issues (including the financial instruments or financial indicators which are the subject of a transaction, the contract number specified in the contract, or any other information identifying the subject of the transaction; hereinafter the same applies in this Section);

(f)the agreed volumes (if there is no volume, the number of the transactions or any other information equivalent to volume);

(g)the amount or figure per transaction unit, such as the unit price, amount of consideration, agreed figure and option premium;

(h)the amount payable (including the amount of fees); and

(i)information as to whether the transaction is a cash transaction or a margin transaction.

(iii)the date of the delivery of the securities completed during the reporting period, as well as the types, the numbers of shares or units, or the total face value of such securities;

(iii)-2the date of delivery of the commodities completed during the reporting period, as well as the types and quantity of the commodities;

(iv)the date of the delivery of the money completed during the reporting period, and the amount thereof;

(v)the outstanding balance of the money, securities and commodities as of the last day of the reporting period;

(vi)the description of the unsettled account and the loss or gain on valuation of the margin transaction, when-issued transaction (excluding when-issued transaction of government bonds) and derivative transactions, as of the last day of the relevant reporting period;

(vii)if a financial instruments transaction contract set forth in item (ii) pertains to a margin transaction, the following matters in connection with such margin transaction:

(a)information as to whether it is a new transaction or a settlement transaction;

(b)the due date for the payment; and

(c)interest payable for the margin transaction or interest receivable from the margin transaction, or share-borrowing commission or share-lending commission;

(viii)if a financial instruments transaction contract set forth in item (ii) pertains to a transaction specified in Article 28, paragraph (8), item (iii), (a) and (b) of the Act, information as to whether it is a new transaction or a settlement transaction;

(ix)if the financial instruments transaction contract set forth in item (ii) pertains to a transaction specified in Article 28, paragraph (8), item (iii), (c) of the Act or the trading of bonds with options (meaning bond trading wherein one party thereto is entitled to designate the delivery date, and in the contract for such trading of bonds with options will be cancelled if such party does not exercise such right within a certain period; the same applies hereinafter), the following matters in connection with such trading of bonds with options:

(a)the exercise period;

(b)the exercise price;

(c)information as to whether it is a put option (meaning the option whereby a party acquires the position of seller by exercise of rights; the same applies hereinafter) or a call option (meaning the option whereby a party acquires the position of purchaser by exercise of rights; the same applies hereinafter);

(d)information as to whether it is a new transaction, or the exercising of rights, resale, buy-back or set-off; and

(e)the contract month;

(x)if the financial instruments transaction contract set forth in item (ii) pertains to a transaction specified in Article 28, paragraph (8), item (iii), d) of the Act, the following matters in regard to the transaction:

(a)the term of the transaction; and

(b)the delivery date;

(xi)if the financial instruments transaction contract set forth in item (ii) pertains to a transaction specified in Article 28, paragraph (8), item (iii), (d) of the Act, the following matters in regard to that transaction:

(a)information as to whether the financial instruments business operator, etc. itself is dealing or it is a transaction based on entrustment by the customer;

(b)the due date; and

(c)information as to whether it is a new transaction, or a settlement or a cancellation;

(xii)if the financial instruments transaction contract set forth in item (ii) pertains to a transaction specified in Article 28, paragraph (8), item (iv), (c) or (d) of the Act, the following matters in connection with such transaction:

(a)information as to whether the financial instruments business operator, etc. itself is dealing or it is a transaction based on entrustment by the customer;

(b)the exercise period; and

(c)the details of the transaction to be effected by the exercise of options;

(xiii)if the financial instruments transaction contract set forth in item (ii) pertains to a transaction specified in Article 28, paragraph (8), item (iv), (e) of the Act, the following matters in regard to such transaction:

(a)information as to whether the financial instruments business operator, etc. itself is dealing or it is a transaction based on entrustment by the customer;

(b)the term of the transaction; and

(c)the delivery date.

(2)Notwithstanding the provisions of Article 98, paragraph (1), item (iii), if two or more financial instruments business operators, etc. are required to deliver to the customer a report on outstanding balance of transactions stating the matters listed in the items of the preceding paragraph, if one of such financial instruments business operators, etc. has delivered to the customer the report on outstanding balance of transactions stating the matters set forth in the items of the preceding paragraph, the other financial instruments business operator, etc. need not prepare and deliver the report on outstanding balance of transactions.

(3)Notwithstanding the provisions of paragraph (1), the following matters are to be stated in a report on outstanding balance of transactions to be prepared in the case referred to in Article 98, paragraph (1), item (iii), (a) (but only if the delivery of the securities, commodities and money pertaining to the financial instruments transaction contract specified in (a) of that item has been completed):

(i)the matters specified in paragraph (1), item (i), and item (ii), (b) and (e);

(ii)the outstanding balance of the securities, commodities and money after completion of delivery of the securities, commodities and money pertaining to respective purchase and sale or other transactions of securities or derivative transactions, etc. (excluding the matters specified in the following item);

(iii)the outstanding balance of the relevant securities, commodities and money after the completion of the delivery of the securities, commodities and money pertaining to the respective purchase and sale or other transactions of securities or derivative transaction, etc.;

(iv)the details of the unsettled account and the loss or gain on valuation of the margin transaction, when-issued transaction (excluding when-issued transaction of government bonds) and derivatives transactions; and

(v)the fact that the delivery of securities, commodities and money pertaining to the respective purchase and sale or other transactions of securities or derivative transactions, etc. have been completed.

(4)Notwithstanding the provisions of Article 98, paragraph (1), item (iii), (a), if two or more financial instruments business operators, etc. are required to deliver to the customer a report on outstanding balance of transactions stating the matters listed in the items of the preceding paragraph, if one of such financial instruments business operators, etc. has delivered to the customer the report on outstanding balance of transactions stating the matters set forth in the items of the preceding paragraph, the other financial instruments business operator, etc. need not prepare and deliver the report on outstanding balance of transactions.

(5)Notwithstanding the provisions of paragraph (3), if a financial instruments business operator, etc. prepares and delivers to the customer that has made a request under Article 98, paragraph (1), item (iii), (a) a report on outstanding balance of transactions pursuant to (b) of that item, it may omit the statement of the following matters pertaining to such customer as of the time of the completion of the delivery of the securities, commodities and money pertaining to the financial instruments transaction contract set forth in (a) of that item:

(i)the matters specified in paragraph (3), item (ii); and

(ii)the matters specified in paragraph (3), item (iv).

(6)A financial instruments business operator, etc. may, in lieu of the preparation of a document containing the matters set forth in paragraph (1) or (3) and the delivery thereof to the customer, notify the customer of such matters by way of entering the relevant information into a passbook.

(7)Notwithstanding the provisions of paragraph (1), if a financial instruments business operator, etc. has obtained from a customer that delivery of a document for delivery upon conclusion of contract is not required to pursuant to the provisions of Article 110, paragraph (1), item (v) or (vi) a prior consent on packaging the orders for the same issues made on the same day, the financial instruments business operator, etc. may, as the matters specified in paragraph (1), item (ii), (g), state the average of the unit price for the transaction of such issues as of the same day.

(8)If the financial instruments transaction contract set forth in paragraph (1), item (ii) is a market transaction of derivatives for which give-up was implemented, the fees which the order executing member, etc. and clearance executing member, etc. directly received from the customer, as the fees specified in (h) of that item, are to be stated.

(9)Notwithstanding the provisions of paragraph (1), a statement of the matters specified in items (ii) through (xiii) of that paragraph (excluding the matters listed in item (ii), (a) and (d) through (f) of that paragraph, and the matters specified in (h) of that item (limited to fees)) which have been contained in the document for delivery upon conclusion of contract for the respective derivative transactions, etc. or in the contract providing for the terms and conditions of the derivative transaction, etc. may be omitted.

(10)If any act has been conducted which falls under the items of Article 118, item (i), (a) through (e), and if any transaction has been conducted following the customer's consent for the purpose of cancelling the transaction pertaining to that act or for performance in compliance with the purpose of the customer's order (referred to as the "handling of problematic conduct" in Article 110, paragraph (1), item (iv) and Article 164, paragraph (3), item (i)), the statement of the matters specified in the items of paragraph (1) which relates to such handling of problematic conduct may be omitted.

(11)If the financial instruments transaction contract under paragraph (1), item (ii) is a market transaction of derivatives for which give-up was implemented, the statement of the matters specified in item (iii), item (v) (excluding information on any outstanding balance), item (vi), item (vii), (a), item (viii) and item (ix), (d) of that paragraph is to be omitted.

(Matters to Be Stated in Report on Status of Investment of Commodity Funds)

Article 109The report referred to in Article 98, paragraph (2) must contain the following matters:

(i)the dates of the preparation of the relevant report and the previous report;

(ii)the total amount of net assets, and the amount of net assets per unit (including the amount of trust property), as of the end of the accounting period;

(iii)the progress of investments made in the accounting period;

(iv)the status of the distribution of assets itemized by the following category, as of the end of the accounting period:

(a)the commodity futures (including a breakdown by the category of major goods pertaining to the commodity futures, such as precious metals, agricultural products, energy resources and others);

(b)the commodities investment prescribed in Article 2, paragraph (1), item (ii) of the Act on Control for Business Pertaining to Commodity Investment (including a breakdown by the category of major goods pertaining to the commodities investment, such as precious metals, agricultural products, energy resources and others);

(c)the commodities investment prescribed in Article 2, paragraph (1), item (iii) of the Act on Control for Business Pertaining to Commodity Investment (including a breakdown by the category of major goods pertaining to the commodities investment, such as precious metals, agricultural products, energy resources and others);

(d)investment by way of acquisition (including production), transfer or use of the goods listed in Article 37, paragraph (1), item (ii), (a) through (e) of the Order, or by way of having such goods used (including a breakdown by the category of such goods);

(e)other methods of investment (including a breakdown by the category of major investment method such as an investment in securities, negotiable deposits or other major financial instruments, transactions listed in the items of Article 2, paragraph (21) of the Act, transactions listed in the items of paragraph (22) of that Article, a transaction prescribed in paragraph (23) of that Article and other methods);

(v)the balance sheet and profit and loss statement of the commodity fund for the accounting period, or any other document to in lieu thereof (if there is any person that has accepted an investment from the commodity fund, the consolidated balance sheet and the consolidated profit and loss statement pertaining to such commodity fund and such person, or any other document in lieu thereof, which are set out in such a way that the customer may understand the net asset of such commodity fund or such person);

(vi)if the document specified in the preceding item or any other documents on financial calculation have been audited by a certified public accountant or an auditing firm, to that effect and the scope of such auditing (other than if a document related to auditing by a certified public accountant or an auditing firm is attached to the document specified in that item, and if the scope of such auditing is clearly indicated in the document);

(vii)if the document under item (v) or any other documents related to financial accounting have not been audited by a certified public accountant or an auditing firm, to that effect;

(viii)the number of public offerings, private placements, secondary distributions or solicitations for selling, etc. only for professional investors of the beneficial interest in commodity fund conducted, cancelled and redeemed during the accounting period, as well as the increase or decrease in the amount of assets associated therewith; the number of public offerings, private placements, secondary distributions or solicitations for selling, etc. only for professional investors conducted, cancelled and redeemed during the period between the commencement of the investment and the end of the accounting period, as well as the increase or decrease in the amount of assets associated therewith; and

(ix)the following matters in connection with the dividends:

(a)the total amount of the dividends for the accounting period; and

(b)the amount of dividend per unit, for the accounting period.

(When Delivery of Document for Delivery Upon Conclusion of Contract Is Not Required)

Article 110(1)The cases specified by Cabinet Office Order as prescribed in the proviso to Article 37-4, paragraph (1) of the Act pertaining to a document for delivery upon conclusion of contract are as follows:

(i)if the financial instruments transaction contract falls under any of the following, and if the financial instruments business operator, etc. has established a system which enables the periodic delivery of documents containing the particulars of the financial instruments transaction contract to customers, and which enables prompt responses to the customer's inquiries on respective transactions:

(a)a contract for the purchase of securities under the contract for cumulative investment, or for the sale of securities conducted on a regular basis under the contract for cumulative investment;

(b)a contract whereby the financial instruments business operator, etc. causes the customer to acquire the issues of securities or rights which are identical to the securities specified in Article 2, paragraph (1), item (x) of the Act owned by the customer or to the rights specified in Article 2, paragraph (2), item (v) or (vi) of the Act, using the earnings generated from those securities or rights; or

(c)a contract for the purchase and sale of the securities specified in Article 2, paragraph (1), item (x) of the Act (limited to the beneficiary certificates for bond investment trust prescribed in Article 25, item (ii) of the Regulation for Enforcement of the Act on Investment Trust and Investment Corporations (limited to the bond investment trust of which accounting period is one day)), or for the cancellation of an investment trust agreement pertaining to those securities;

(ii)if a financial instruments transaction contract pertaining to the transaction listed in any of the following has been effected, and if a written contract containing the terms of the transaction is to be delivered on each occasion of the conclusion thereof:

(a)the purchase and sale of bonds, etc. (meaning the securities listed in Article 2, paragraph (1), items (i) through (v) and item (xv) of the Act (excluding convertible specified bond certificates and specified bond certificates with rights to subscribe for preferred equity as set forth in the Act on Securitization of Assets, and also excluding corporate bond certificates with share options; the same applies in (a)), the securities specified in item (xvii) of that paragraph (limited to the securities which have the natures of the securities listed in items (i) through (v) and (xv) of that paragraph) and the securities specified in Article 1, item (i) of the Order; hereinafter the same applies in this item) on condition of repurchase (meaning a purchase and sale wherein the repurchase price has been fixed in advance, or wherein the repurchasing date has not been fixed at the time of the conclusion of the contract and the repurchase price may be determined upon fixing the repurchasing date);

(b)the purchase and sale of bonds, etc. on condition of resale (meaning a purchase and sale wherein the resale price has been fixed in advance, or wherein the resale date has not been fixed at the time of conclusion of the contract and the resale price may be determined upon fixing the resale date);

(c)a transaction of the purchase and sale of bonds, etc. wherein the period between the contract date and the delivery date is one month or longer;

(d)a trading of bonds with options;

(e)over-the-counter transactions of derivatives;

(f)an intermediation, brokerage, or agency service for the sale of securities (but only if the customer pertaining to the financial instruments transaction contract is the issuer or owner of the securities);

(g)an intermediary or agency service for the purchase of securities (limited to cases of providing to a tender offeror an intermediary or agency service for the purchase of securities subject to tender offer);

(h)underwriting of securities; and

(i)dealing in a public offering or secondary distribution of securities, dealing in a private placement of securities, or dealing in a solicitation for selling, etc. only for professional investors (but only if the customer pertaining to the financial instruments transaction contract is the issuer or owner of the securities);

(iii)if a financial instruments transaction contract pertaining to the brokerage for clearing of securities to be conducted by a clearing participant (meaning the clearing participant prescribed in Article 156-7, paragraph (2), item (iii) of the Act) has been effected;

(iv)if the relevant action constitutes the handling of problematic conduct;

(v)if the customer has concluded a discretionary investment contract with the financial instruments business operator, etc. or any other financial instruments business operator, etc. (limited to a person engaged in an investment management business), and the purchase and sale or any other transaction of securities or derivative transactions, etc. to be conducted thereunder satisfies all of the following requirements:

(a)that the financial instruments business operator, etc. obtains from the customer, in writing or by means utilizing information technology, a prior approval for the omission of the document for delivery upon conclusion of contract;

(b)that the financial instruments business operator, etc., without delay, delivers to the customer a document containing the matters equivalent to those specified in Article 100, paragraph (1) and any other details of the purchase and sale or any other transaction of securities or derivative transactions, etc. to be conducted under the discretionary investment contract (other than if the customer's prior consent for not requiring the delivery of the documents stating the details is obtained in writing or through telecommunication); and

(c)that the financial instruments business operator, etc. has established a system which enables a prompt response to the customer's inquiries on respective transactions;

(vi)if a financial instruments transaction contract has been effected for the purpose of a partial change to the terms the financial instruments transaction contract already in effect, the following cases:

(a)if the partial change does not result in any change to the matters to be stated in the document for delivery upon conclusion of contract pertaining to the financial instruments transaction contract already in effect; or

(b)if the partial change results in a change to the matters to be stated in the document for delivery upon conclusion of contract pertaining to the financial instruments transaction contract already in effect, and the financial instruments business operator, etc. has delivered to the customer a document containing the matters subject to such change;

(vii)if the financial instruments transaction contract is a market transaction of derivatives for which give-up was implemented upon the customer's instruction, and it has been agreed in advance among the customer, the order executing member, etc. and the clearance executing member, etc., in writing, that the document for delivery upon conclusion of contract is delivered by the clearance executing member, etc., instead of the delivery thereof to the customer by the order executing member, etc.

(2)A financial instruments business operator, etc. may, subject to the customer's approval and pursuant to the provisions of the following paragraph, provide information (hereinafter referred to as the "information" in this Article) to be contained in the document under item (i) of the preceding paragraph or the written contract under item (ii) of that paragraph (hereinafter collectively referred to as the "documents, etc." in this paragraph) by electronic or magnetic means (excluding the means specified in Article 56, paragraph (1), item (i), (d); hereinafter the same applies in this Article), in lieu of the delivery thereof. In this case, the financial instruments business operator, etc. is deemed to have delivered such documents, etc.

(3)If a financial instruments business operator, etc. intends to provide the information pursuant to the provisions of the preceding paragraph, it must, in advance, present to the customer the type and details of the electronic or magnetic means to as specified in Article 56, paragraph (1), item (i), (a) through (c) or item (ii) which it uses and obtain approval therefrom in writing or through methods utilizing information technology.

(4)If a customer has made a notice in writing or through means of utilizing information technology, to the effect that the customer will not receive information provided by electronic or magnetic means, a financial instruments business operator, etc. which has obtained approval under the preceding paragraph must not provide the customer with the information through means of utilizing information technology; provided, however, that this does not apply if the customer has given approval again pursuant to that paragraph.

(5)The provisions of Article 56, paragraph (2) (excluding item (iii), (b), and also excluding item (iv)) apply mutatis mutandis to the provision of information by the electronic or magnetic means set forth in paragraph (2). In this case, the term "the transaction referred to in the information has been finally conducted" in Article 56, paragraph (2), item (iii) is deemed to be replaced with "the information were recorded".

(6)The "means of utilizing information technology" as used in paragraph (1), item (v), (a) and (b), and in paragraphs (3) and (4) are the following means:

(i)the means of using electronic data processing system set forth in Article 56, paragraph (3), the following means:

(a)a means in which information is transmitted via telecommunications line connecting a computer used by a financial instruments business operator, etc. and that used by the customer, and such information is recorded in a file stored on a computer used by the recipient; and

(b)a means in which information on the customer's approval recorded into a file stored on a computer used by a financial instruments business operator, etc. is made available for such customer's inspection via telecommunications line, and such information on the customer's approval is recorded in a file stored on a computer used by such financial instruments business operator, etc.;

(ii)a means in which a file prepared by the use of any object which can securely record certain information by means of magnetic disks, CD-ROMs or any other means equivalent thereto and recording information on the customer's approval is obtained.

(7)The means set forth in the items of the preceding paragraph must be means enabling a financial instruments business operator, etc. to prepare a paper document by way of outputting information recorded on the files.

(8)The provisions of Article 34-2, paragraph (4) of the Act, Article 15-22 of the Order, and Article 56 and Article 57 of this Cabinet Office Order apply mutatis mutandis to the delivery of the documents as set forth in paragraph (1), item (vi).

(When Delivery of Report on Outstanding Balance of Transactions Is Not Required)

Article 111The cases to be specified by Cabinet Office Order as referred to in the proviso to Article 37-4, paragraph (1) of the Act pertaining to a report on outstanding balance of transactions are as follows:

(i)if the customer is a foreign government, foreign governmental organization, foreign local government, foreign central bank or an international organization to which Japan has acceded; if the financial instruments business operator, etc. has obtained from a person granted the authority by such customer a prior approval on the omission of the delivery of a report on outstanding balance of transactions, in writing or through means of utilizing information technology as set forth in paragraph (6) of the preceding Article; and if the financial instruments business operator, etc. has established a system which enables prompt responses to the customer's inquiries on such customer's transaction balance (other than if the customer falls under a qualified institutional investor, or a foreign corporation which is a professional investor);

(ii)an intermediary or agency service for the purchase of securities (but only if the financial instruments business operator, etc. provides to a tender offeror an intermediary or agency service for the purchase of securities subject to a tender offer);

(iii)if the delivery set forth in Article 98, paragraph (1), item (iii) pertains to the underwriting of securities;

(iv)if the financial instruments transaction contract or the delivery set forth in Article 98, paragraph (1), item (iii) pertains to dealing in a public offering or secondary distribution of securities, dealing in a private placement of securities, or dealing in a solicitation for selling, etc. only for professional investors (but only if the customer pertaining to the dealing in a public offering or secondary distribution of such securities, dealing in a private placement of such securities, or dealing in a solicitation for selling, etc. only for professional investors is the issuer or owner of the securities);

(v)if the purchase and sale or other transaction of securities or a derivatives transaction, etc. (excluding brokerage for clearing of securities, etc.) not involving the delivery of securities, commodities (including instruments or certificates issued in relation to the deposited commodities) or money is conducted;

(vi)if the financial instruments transaction contract is a market transaction of derivatives for which give-up was implemented upon the customer's instruction, and it has been agreed in advance among the customer, the order executing member, etc. and the clearance executing member, etc., in writing, that the report on outstanding balance of transactions is delivered by the clearance executing member, etc., instead of the delivery thereof to the customer by the order executing member, etc.

(When Delivery of Report on Status of Investment of Commodity Fund Is Not Required)

Article 112The cases specified by Cabinet Office Order as prescribed in the proviso to Article 37-4, paragraph (1) of the Act pertaining to a report under Article 98, paragraph (2) are those in which the customer falls under any of the categories of the following persons:

(i)a trust company (limited to a trust company licensed under Article 3 or Article 53, paragraph (1) of the Trust Business Act);

(ii)credit cooperatives and federations of credit cooperatives; and agricultural cooperatives, federations of agricultural cooperatives, fisheries cooperatives, federations of fisheries cooperatives, fishery processing industry cooperatives and federations of fishery processing industry cooperatives, which accept savings in the course of trade;

(iii)a commodity derivatives business operators as prescribed in Article 2, paragraph (23) of the Commodity Futures Act;

(iv)a commodity trading advisor as prescribed in Article 2, paragraph (4) of the Act on Regulation of Business Pertaining to Commodity Investment; or

(v)a financial instruments business operator (limited to a business operator engaged in type II financial instruments business, and excluding a qualified institutional investor).

(Type of Security Deposit for Which a Document Is Required to Be Delivered)

Article 113The security deposit to be specified in Cabinet Office Order as referred to in Article 37-5, paragraph (1) of the Act is a contract for over-the-counter derivatives transactions, money, securities or any other property deposited by customers in connection with a transaction under a contract set forth in the items of Article 16-4, paragraph (2) of the Order.

(Matters to Be Stated in Document to Be Delivered Upon Receipt of Security Deposits)

Article 114(1)The following matters must be stated in the document referred to in Article 37-5, paragraph (1) of the Act:

(i)the trade name or name of the financial instruments business operator, etc.;

(ii)the means whereby a customer contacts the financial instruments business operator, etc.;

(iii)the customer's name;

(iv)the date when the financial instruments business operator, etc. received the security deposit (limited to a security deposit set forth in the preceding Article; hereinafter the same applies in this paragraph);

(v)the type of the transactions secured by the security deposit, and the type of the financial instruments or financial indicators which are subject of the transaction;

(vi)if the transaction secured by the security deposit pertains to a market transaction of derivatives or foreign market derivatives transactions, the trade name or name of a party which establishes the financial instruments exchange market or the foreign financial instruments market on which such market transaction of derivatives or foreign market derivatives transactions are to be conducted; and

(vii)information as to whether the security deposit comprises money or securities, etc. (meaning properties other than money, such as securities; hereinafter the same applies in this item), and if the security deposit comprises securities, etc., the type (in the case of securities, the issues thereof) and quantity thereof, and the value to be appropriated.

(2)The document set forth in the preceding paragraph must be prepared by using letters, characters and numerals larger than 8-point as provided in JIS Z8305.

(Amount of Consideration Equivalent to Money Payable by Customers for the Period Until Cancellation of Contract)

Article 115(1)The amount to be specified by Cabinet Office Order as referred to in Article 37-6, paragraph (3) of the Act is the amount specified in the following items, in accordance with the categories of cases set forth respectively therein:

(i)if, for the period until the time specified in Article 37-6, paragraph (2) of the Act (hereinafter referred to as the "time of cancellation" in this paragraph), the financial instruments business operator, etc. has not given any advice under the investment advisory contract: the amount equivalent to the expenses usually required for the conclusion of an investment advisory contract;

(ii)if the investment advisory contract provides that the amount of the remuneration is to be calculated based on the number of occasions advice is given (excluding the case specified in the preceding item): the amount equivalent to the remuneration calculated based on the number of occasions advice was given by the financial instruments business operator, etc. before the time of cancellation (if such calculated amount exceeds the amount of the remuneration for advisory service by the financial instruments business operator, etc. which is considered appropriate in light of socially accepted conventions, the amount after deduction of such exceeded portion);

(iii)the cases other than those specified in the preceding two items: the amount equivalent to that derived from the following formula: dividing the amount of the remuneration for the entire contract term of the investment advisory contract by the total number of days included in such contract term (if, at the time of cancellation, the time of the expiration of such contract term has not been fixed, the total number of days included in such contract term is deemed to be 365; the same applies in the following paragraph), and then multiplying such amount by the number of days between the day of the receipt of the document for delivery upon conclusion of contract (if, in lieu of delivering such document for delivery upon conclusion of contract, information to be contained therein was provided by electronic or magnetic means, the day specified in Article 95, paragraph (1), item (v), (a) or (b), in accordance with the categories of cases set forth respectively therein) and the time of cancellation (if such calculated amount exceeds the amount of the remuneration for advice rendered by the financial instruments business operator, etc. which is considered appropriate in light of socially accepted conventions, the amount after deduction of such exceeded portion).

(2)For the purpose of the calculation under item (iii) of the preceding paragraph, with regard to the amount obtained by dividing the amount of the remuneration for the entire contract term of the investment advisory contract by the total number of days included in such contract term, if any fraction less than one yen occurs, such fraction is rounded down.

(Complaint Processing Measures and Dispute Resolution Measures Concerning Financial Instruments Business)

Article 115-2(1)The measures to be specified by Cabinet Office Order as complaint processing measures as referred to in Article 37-7, paragraph (1), item (i), (b) of the Act are any of the following measures:

(i)taking all of the following measures:

(a)establishing a business operation system sufficient to execute business pertaining to the processing of complaints related to business of a financial instruments business, etc. (meaning complaints related to business of a financial instruments business, etc. prescribed in Article 156-38, paragraph (9) of the Act; hereinafter the same applies in this paragraph and paragraph (3)) in a fair and appropriate fashion;

(b)establishing internal rules for executing business pertaining to the processing of complaints related to business of a financial instruments business, etc. in a fair and appropriate manner (limited to such rules containing provisions which clearly establish an internal allocation of responsibility related to such business); and

(c)informing its customers of where to file complaints related to business of a financial instruments business, etc. and publicizing the business operation system under (a) and the internal rules under (b);

(ii)seeking to process complaints related to business of a financial instruments business, etc. through a complaint resolution implemented by a financial instruments firms association or a certified investor protection organization pursuant to the provisions of Article 77, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Articles 78-6 and 79-12 of the Act);

(iii)seeking to process complaints related to business of a financial instruments business, etc. through mediation prescribed in Article 19, paragraph (1) or Article 25 of the Consumer Basic Act (Act No. 78 of 1968);

(iv)seeking to process complaints related to business of a financial instruments business, etc. through complaint processing procedures implemented by a person specified as follows according to the category of business of a financial instruments business, etc. (meaning the business of a financial instruments business, etc. prescribed in Article 156-38, paragraph (8) of the Act; the same applies in item (iv) of the following paragraph) set forth as follows respectively, or by a person holding a designation listed in the items of Article 19-7 of the Order:

(a)specified type I financial instruments business (meaning specified type I financial instruments business prescribed in Article 156-38, paragraph (2) of the Act; hereinafter the same applies in item (iv) of the following paragraph): a designated dispute resolution organization other than a designated type-I dispute resolution organization (meaning a designated type-I dispute resolution organization prescribed in Article 37-7, paragraph (1), item (i), (a) of the Act; the same applies in item (iv) of the following paragraph);

(b)specified type II financial instruments business (meaning specified type II financial instruments business as defined in Article 156-38, paragraph (3) of the Act; hereinafter the same applies in item (iv) of the following paragraph): a designated dispute resolution organization other than a designated type-II dispute resolution organization (meaning a designated type-II dispute resolution organization prescribed in Article 37-7, paragraph (1), item (ii), (a) of the Act; the same applies in item (iv) of the following paragraph);

(c)specified investment advisory and agency business (meaning specified investment advisory and agency business prescribed in Article 156-38, paragraph (4) of the Act; the same applies in item (iv) of the following paragraph): a designated dispute resolution organization other than a designated investment advisory and agency business dispute resolution organization (meaning a designated investment advisory and agency business dispute resolution organization prescribed in Article 37-7, paragraph (1), item (iii), (a) of the Act; the same applies in item (iv) of the following paragraph);

(d)specified investment management business (meaning specified investment management business prescribed in Article 156-38, paragraph (5) of the Act; the same applies in item (iv) of the following paragraph): a designated dispute resolution organization other than a designated investment management business dispute resolution organization (meaning a designated investment management business dispute resolution organization prescribed in Article 37-7, paragraph (1), item (iv), (a) of the Act; the same applies in item (iv) of the following paragraph);

(e)specified business of a registered financial institution (meaning specified business of a registered financial institution prescribed in Article 156-38, paragraph (6) of the Act; the same applies in item (iv) of the following paragraph): a designated dispute resolution organization other than a designated registered financial institutions dispute resolution organization (meaning a designated registered financial institutions dispute resolution organization prescribed in Article 37-7, paragraph (1), item (v), (a) of the Act; the same applies in item (iv) of the following paragraph); and

(f)specified business of a securities finance company (meaning specified business of a securities finance company prescribed in Article 156-38, paragraph (7) of the Act; the same applies in item (iv) of the following paragraph): a designated dispute resolution organization other than a designated securities finance companies dispute resolution organization (meaning a designated securities finance companies dispute resolution organization prescribed in Article 156-31-2, paragraph (1), item (i) of the Act; the same applies in item (iv) of the following paragraph); or

(v)seeking to process complaints related to business of a financial instruments business, etc. through complaint processing procedures implemented by a corporation that has a financial accounting basis and a structure of personnel sufficient to execute business pertaining to the processing of complaints related to business of a financial instruments business, etc. in a fair and appropriate fashion (meaning a corporation prescribed in Article 156-39, paragraph (1), item (i) of the Act; the same applies in item (v) of the following paragraph).

(2)The measures to be specified by Cabinet Office Order as dispute resolution measures as referred to in Article 37-7, paragraph (1), item (i), (b) of the Act are any of the following measures:

(i)seeking to resolve disputes related to business of a financial instruments business, etc. (meaning disputes related to business of a financial instruments business, etc. prescribed in Article 156-38, paragraph (10) of the Act; hereinafter the same applies in this Article) through mediation by a financial instruments firms association or a certified investor protection organization (meaning mediation prescribed in Article 77-2, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Articles 78-7 and 79-13 of the Act));

(ii)seeking to resolve disputes related to business of a financial instruments business, etc. through mediation by an organization as prescribed in the bar association rules under Article 33, paragraph (1) the Attorney Act (Act No. 205 of 1949) or in any other rules specified under such bar association rules or through arbitration procedures before such organization;

(iii)seeking to resolve disputes related to business of a financial instruments business, etc. through mediation prescribed in Article 19, paragraph (1) or Article 25 of the Consumer Basic Act, or resolution based on an agreement prescribed in that Article;

(iv)seeking to resolve disputes related to business of a financial instruments business, etc. through procedures seeking the resolution of disputes implemented by a person specified as follows according to the category of business of a financial instruments business, etc. set forth as follows respectively, or by a person holding a designation listed in the items of Article 19-7 of the Order:

(a)specified type I financial instruments business: a designated dispute resolution organization other than a designated type-I dispute resolution organization;

(b)specified type II financial instruments business: a designated dispute resolution organization other than a designated type-II dispute resolution organization;

(c)specified investment advisory and agency business: a designated dispute resolution organization other than a designated investment advisory and agency business dispute resolution organization;

(d)specified investment management business: a designated dispute resolution organization other than a designated investment management business dispute resolution organization;

(e)specified business of a registered financial institution: a designated dispute resolution organization other than a designated registered financial institutions dispute resolution organization; and

(f)specified business of a securities finance company: a designated dispute resolution organization other than a designated securities finance companies dispute resolution organization; or

(v)seeking to resolve disputes related to business of a financial instruments business, etc. through procedures seeking the resolution of disputes implemented by a corporation that has a financial accounting basis and a structure of personnel sufficient to execute business pertaining to the resolution of disputes related to business of a financial instruments business, etc. in a fair and appropriate fashion.

(3)Notwithstanding the provisions of the preceding two paragraphs (limited to paragraph (1), item (v), and item (v) of the preceding paragraph), a business operator involved in financial instruments transactions must not seek to process complaints related to business of a financial instruments business, etc. or resolve disputes related to business of a financial instruments business, etc. through procedures implemented by a corporation that falls under any of the following items:

(i)a corporation that was fined pursuant to any provisions of the Act or the Attorney Act and five years have not elapsed since the day on which it served out the punishment or became no longer subject to the punishment;

(ii)a corporation that had its designation under the provisions of Article 156-39, paragraph (1) of the Act rescinded pursuant to the provisions of Article 156-61, paragraph (1) of the Act and five years have not elapsed since the day of that rescission, or a corporation that had its designation listed in the items of Article 19-7 of the Order rescinded and five years have not elapsed since the day of that rescission; or

(iii)a corporation that has a person falling under any of the following among its officers (if an officer is a corporation, including a member that is supposed to conduct the duty thereof; hereinafter the same applies in this item) in charge of its business:

(a)a person that was sentenced to imprisonment or a severer punishment, or was sentenced under any provisions of the Act or the Attorney Act and five years have not elapsed since the day on which the person served out the punishment or became no longer subject to the punishment; or

(b)a person that, at a corporation that had had its designation under the provisions of Article 156-39, paragraph (1) of the Act rescinded pursuant to the provisions of Article 156-61, paragraph (1) of the Act, was an officer of that corporation within one month prior to the day of that rescission and five years have not elapsed since the day of that rescission, or a person that, at a corporation that had had its designation listed in the items of Article 19-7 of the Order rescinded, was an officer of that corporation within one month prior to the day of that rescission and five years have not elapsed since the day of that rescission.

(Exception to the Prohibition of Cold Calling)

Article 116(1)With regard to the act specified in Article 38, item (iv) of the Act, those acts to be specified by Cabinet Office Order as referred to in the proviso to Article 38 of the Act are as follows:

(i)an act of a financial instruments business operator, etc. for soliciting a customer in a continuous business relationship therewith (limited to a customer that concluded two or more of contracts for over-the-counter financial instruments transactions pertaining to over-the-counter transactions of financial futures for the period of one year prior to the day of such solicitation, and that, as of the day of such solicitation, has an unsettled balance of over-the-counter transactions of financial futures) to conclude a financial instruments transaction contract pertaining to over-the-counter transactions of financial futures;

(ii)an act of soliciting a corporation engaged in foreign trade or any other foreign exchange transactions to conclude a financial instruments transaction contract for over-the-counter transactions of financial futures, in an attempt to reduce the possible risk of losses arising from a fluctuation in the exchange rate related to the assets or liabilities held by such corporation;

(ii)-2an act of a Financial Instruments Business Operator, etc. to solicit a customer in a continuous business relationship therewith (limited to a customer who concluded two or more Contracts for Financial Instruments Transaction pertaining to Cryptoasset-related Over-the-Counter Derivatives Transactions (meaning the transactions set forth in Article 16-4, paragraph (1), item (i), sub-item (d) of the Cabinet Order; hereinafter, the same applies in this item, Article 117, paragraph (1), item (xxvi), Article 123, paragraph (1), items (xx) and (xxi), and Article 143, paragraph (2)) for the period of one year prior to the day of such solicitation, and who, as of the day of such solicitation, has an unsettled balance of Cryptoasset-related Over-the-Counter Derivatives Transactions) to conclude a Financial instruments transaction contract for Cryptoasset-related Over-the-Counter Derivatives Transactions;

(iii)an act of soliciting an individual to conclude a financial instruments transaction contract pertaining to the following transactions from among securities-related over-the-counter transactions of derivatives (meaning the transactions listed in Article 28, paragraph (8), item (iv) of the Act; hereinafter the same applies in the following item):

(a)transactions listed in Article 28, paragraph (8), item (iv), (a) of the Act if the individual promises to sell at a fixed time in the future securities that the individual owns and loans or provides as security such securities to the financial instruments business operator, etc. to be the counterparty to such sales; and

(b)transactions listed in Article 28, paragraph (8), item (iv), (c) of the Act (limited to transactions if the transaction effected by execution of the right prescribed in (c) of that item is the transaction listed in (c), 1. of that item), if the individual grants to the financial instruments business operator, etc. the right to effect the purchase of securities owned by the individual, and loans or provides the securities as security to the financial instruments business operator, etc.

(iv)an act of the financial instruments business operators, etc. soliciting customers that are individuals in a continuous business relationship therewith (limited to a customer that concluded two or more contracts for financial instruments transaction pertaining to securities-related over-the-counter transactions of derivatives (excluding transactions listed in (a) and (b) of the preceding item; hereinafter the same applies in this item) for the period of one year prior to the day of such solicitation, and that, as of the day of such solicitation, has an unsettled balance of securities-related over-the-counter transactions of derivatives) to conclude a financial instruments transaction contract pertaining to securities-related over-the-counter transactions of derivatives; and

(v)an act of the financial instruments business operators, etc. soliciting customers that are individuals in a continuous business relationship therewith (limited to a customer that concluded two or more contracts for financial instruments transaction pertaining to over-the-counter derivatives transactions (limited to the following transactions; hereinafter the same applies in this item) for the period of one year prior to the day of such solicitation, and that, as of the day of such solicitation, has an unsettled balance of over-the-counter derivatives transactions) to conclude a financial instruments transaction contract pertaining to over-the-counter derivatives transactions:

(a)a transaction comprising, on one side, the first party's promise to grant the second party the option of effecting a transaction by a unilateral manifestation of the second party's intention alone, in which the parties pay and receive the amount of money calculated based on the difference between the numerical value that they have agreed in advance to use as the agreed figure for the relevant financial indicator (limited to the price of financial instruments or the interest rate of of financial instruments (limited to those listed in item (ii) of that paragraph; the same applies in (b))) if the second party manifests the intention to effect the transaction, and the actual figure of the financial indicator (limited to a financial indicator associated with the financial instruments set forth in paragraph (24), item (ii) or item (iii) of the Act) at the time the second party manifests that intention, and, on the other side, the second party's promise to pay the value of that option, or any transaction similar thereto;

(b)transactions with regard to the amount that parties specified as principal, in which the parties mutually agree that one of the parties pays money based on the interest rate, etc. of financial instruments agreed with the other party or the rate of change during the agreed period of financial indicators (excluding the interest rate, etc. of financial instruments and figures calculated based on them; the same applies in (b)) and pays money based on the interest rate of financial instruments that are specified by the other party with the other party or change rate during the agreed period of financial indicators (including transactions to promise to pay and receive money or financial instruments equivalent to the amount specified as the principal together with the payment of monies in question), or transactions similar thereto; and

(c)transactions in which parties promise mutually that the counterparty grants to the other party the right to effect transactions listed in (b) and the other party pays the value thereto, or transactions similar thereto.

(2)The matters specified by Cabinet Office Order prescribed in the proviso to Article 38 of the Act are those listed in item (iii) of the preceding paragraph in cases of acts listed in items (v) and (vi) of that Article.

(Credit Ratings Less Likely to Result in Insufficient Protection of Investors)

Article 116-2The acts as specified by Cabinet Office Order, as referred to in Article 38, item (iii) of the Act, are as follows:

(i)a credit rating for the assessment of the credit status of the underlying assets (meaning underlying assets as set forth in Article 295, paragraph (3), item (ii)) of the asset securitization products (meaning asset securitization products as set forth in item (i) of that paragraph; hereinafter the same applies in this item) for which the financial instruments transaction contract was concluded (excluding a credit rating which is deemed to be substantially a credit rating for the assessment of the credit status of the asset securitization products); and

(ii)beyond what is set forth in the preceding item, a credit rating whose prime object is the assessment of the credit status of securities other than those pertaining to the financial instruments transaction contract or the credit status of any party other than the issuer of those securities (excluding a credit rating which is deemed to be substantially the credit rating for the assessment of the credit status of those securities).

(Significance of Registration of Credit Rating Agencies and Other Matters)

Article 116-3(1)The matters as specified by Cabinet Office Order, as referred to in Article 38, item (iii) of the Act are as follows:

(i)the significance of a registration under Article 66-27 of the Act;

(ii)the following information regarding the person that has determined the credit rating:

(a)the trade name or name;

(b)if a person is a corporation (including an organization without juridical personality for which the representative person or administrator has been designated), the names of the officers (in cases of an organization without juridical personality for which the representative person or administrator has been designated, the name of such representative person or administrator);

(c)the name and location of the head office or any other principal business office;

(iii)an outline of the policies and means used by the person that has determined a credit rating in determining such credit rating; and

(iv)the assumptions, significance and limitations of the credit rating.

(2)Notwithstanding the preceding paragraph, with regard to credit ratings determined by a person that is an associated corporation (meaning an "associated corporation" defined in Article 295, paragraph (3), item (x); hereinafter the same applies in this paragraph) of a credit rating agency and that is designated by the Commissioner of the Financial Services Agency taking into consideration contents and methods of credit rating business conducted by the associated corporation of the credit rating agency or the status of the disclosure of information or other factors (hereinafter referred to as the "specified associated corporation" in this paragraph), the matters as specified by Cabinet Office Order, as referred to in Article 38, item (iii) of the Act are as follows:

(i)the significance of a registration under Article 66-27 of the Act;

(ii)the trade name or name and the registration number of the credit rating agency;

(iii)the name used by the specified associated corporation as a representation of the credit rating business;

(iv)an outline of the policies and means adopted by the specified associated corporation in determining such its credit ratings, or way to obtain information on the outline from the credit rating agency; and

(v)the assumptions, significance and limitations of credit ratings.

(Acts Equivalent to Accepting the Entrustment of the Purchase and Sale of Securities Pertaining to High-Speed Trading to Be Conducted by Persons Other Than High-Speed Traders)

Article 116-4The acts to be specified by Cabinet Office Order as referred to in Article 38, item (viii) of the Act are the following acts:

(i)an act of a high-speed trader which has received an order for suspension of business pertaining to high-speed trading (including a person provided in Article 16-4-2 of the Order; the same applies in the following item) accepting the entrustment of purchase and sale of securities or market derivatives transactions pertaining to the high-speed trading;

(ii)an act of a high-speed trader which cannot be confirmed to have implemented the measures for securing sufficient management of an electronic data processing system and other facilities for high-speed trading accepting the entrustment of purchase and sale of securities or market derivatives transactions pertaining to the high-speed trading; and

(iii)high-speed trading to be conducted by a person other than a high-speed trader provided in Article 38, item (viii) of the Act (limited to those pertaining to the acts specified in Article 2, paragraph (41), item (iii) of the Act; hereinafter the same applies in this item) or the act specified in item (i) of that paragraph pertaining to the high-speed trading under the preceding two items conducted by the high-speed trader provided in these items.

(Prohibited Acts)

Article 117(1)The acts to be specified by Cabinet Office Order as referred to in Article 38, item (ix) of the Act are as follows:

(i)an act to conclude a financial instruments transaction contract, without having provided a customer (excluding a professional investor (excluding a person that is deemed to be a customer other than a professional investor pursuant to the provisions of Article 34-2, paragraph (5) of the Act, but including a person deemed to be a professional investor pursuant to the provisions of Article 34-3, paragraph (4) of the Act (including as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Act); the same applies hereinafter); hereinafter the same applies in this item) with a prior explanation on the matters specified in Article 37-3, paragraph (1), items (iii) through (vii) of the Act (if the document specified in (d) below is to be delivered, a prior explanation on the matters specified in items (iii) through (vii) of that paragraph as set forth in the relevant document) upon the delivery of the following documents, in a manner and to the extent necessary for ensuring that the customer understands such matters, in light of the customer's knowledge, experience, the status of the customer's properties and in light of the purpose of concluding the financial instruments transaction contract:

(a)a document for delivery prior to conclusion of contract;

(b)an explanatory document on listed securities, etc.; and

(c)in the case referred to in Article 80, paragraph (1), item (iii), the prospectus specified in that item (if there is any document to be delivered as an integral part of such prospectus pursuant to the provisions of that item, such prospectus and such document); and

(d)an explanatory document on changes to contract information;

(ii)an act to make any false representation, or to make any representation which would lead to any material information being misunderstood, in concluding a financial instruments transaction contract or in making a solicitation therefor;

(iii)an act to promise a customer or the customer's designee to provide any special benefit, or to provide any special benefit to a customer or a third party, (including an act to cause any third party to promise to provide, or to provide, any special benefit), in connection with the financial instruments transaction contract;

(iv)an act to use fraudulent means, or to commit an assault or intimidation, in connection with the conclusion or cancellation of the financial instruments transaction contract;

(v)an act to refuse or unreasonably delay the performance of all or part of the obligations under the financial instruments transaction contract, such as the performance of an act that constitutes a financial instruments transaction thereunder;

(vi)an act to acquire any money, securities or any other property, or any customer margin and any other security deposit belonging to the customer's account under the financial instruments transaction contract, through any wrongful means such as use of false quotations;

(vii)in connection with the conclusion or cancellation of the financial instruments transaction contract, an act to solicit a customer (limited to an individual customer, if the financial instruments transaction contract is not a contract for the purchase and sale or any other transaction of mortgage securities, etc. or beneficial interest in commodity fund and a contract specified in each item of Article 16-4, paragraphs (1) and (2) of the Order) by telephone or a personal visit timed in such a way that the customer would be disturbed;

(viii)an act to assemble customers (excluding professional investors) and solicit for conclusion of a financial instruments transaction contract specified in Article 38, item (iv) of the Act (excluding those pertaining to transactions listed in Article 116, paragraph (1), item (iii), (a) and (b)), without clearly indicating to them in advance that the purpose of such assembly is solicitation for conclusion of such financial instruments transaction contract;

(viii)-2when confirming with a customer that is an individual (excluding a person that has opened an account for the transactions of securities or derivative transactions with the financial instruments business operator, etc. and a person that has concluded a commodity transaction contract provided in Article 40 of the Order for Enforcement of the Financial Futures Trading (Cabinet Order No. 280 of 1950) with the financial instruments business operator, etc.), in advance of solicitation, whether the customer wishes to receive the solicitation for the conclusion of a financial instruments transaction contract provided in Article 38, item (v) of the Act (limited to the solicitation pertaining to the transactions specified in Article 16-4, paragraph (2), item (i), sub-item (e) of the Cabinet Order), an act of using a method specified in the following:

(a)to make a visit or phone call; and

(b)to assemble customers without clearly indicating to them in advance that the purpose of such assembly is solicitation;

(ix)an act to solicit a customer (excluding a professional investor) to conclude a financial instruments transaction contract as specified in Article 38, item (vi) of the Act (excluding those pertaining to transactions listed in Article 116, paragraph (1), item (iii), (a) and (b)), notwithstanding that the customer has, in advance, manifested the intention not to conclude such financial instruments transaction contract (including manifesting the intention that the customer does not wish to accept any solicitation for the conclusion of such financial instruments transaction contract);

(x)with regard to the cases of acceptance from a customer of any entrustment, etc. (meaning the entrustment, etc. prescribed in Article 44, item (i) of the Act; the same applies hereinafter) of the purchase or sale of securities, or of market transaction of derivatives or foreign market derivatives transaction, an act to effect any purchase or sale of securities, or market transaction of derivatives or foreign market derivatives transaction (including a transaction to be effected under a discretionary transaction contract prescribed in Article 16, paragraph (1), item (viii), (b) of the Cabinet Office Order on Definitions under Article 2 of the Financial Instruments and Exchange Act (limited to a contract pertaining to the purchase and sale of securities, or market transaction of derivatives or foreign market derivatives transaction; hereinafter referred to as the "discretionary transaction contract")) at a price (in the case of a market transaction of derivatives or a foreign market derivatives transaction, the matter equivalent to the price; hereinafter the same applies in this item) equivalent to or more favorable than the price of the purchase or sale of securities, market transaction of derivatives or foreign market derivatives transaction for which such customer's entrustment, etc. was made, in attempt to effect any purchase and sale of securities whose issues are identical to such securities or to effect any transaction identical to such market transaction of derivatives or foreign market derivatives transaction, on its own account before the effectuation of the purchase and sale or any other transaction based on such entrustment, etc.;

(xi)an act to conduct the purchase and sale or any other transaction of securities or derivative transaction, etc. (excluding brokerage for clearing of securities, etc.) on the customer's account, without obtaining the customer's prior consent;

(xii)an act of an individual-type financial instruments business operator, etc., or of any officer (if the officer is a corporation, including executive members thereof) or employee of a financial instruments business operator, etc. to conduct the purchase and sale or other transaction of securities. by taking advantage of the business position and by the use of information on ordering trends in the customers' purchase and sale or other transaction of securities. and any other special information which may come to such person's knowledge in the course of duties, or solely in pursuit of their speculative profit;

(xiii)becoming entrusted, etc. with the purchase and sale or other transaction of securities. from a customer, knowing that such customer's purchase and sale or other transaction of securities. violates or may violate the provisions of Article 166, paragraph (1) or (3) of the Act or Article 167, paragraph (1) or (3) of the Act;

(xiv)an act to solicit a customer in regard to a purchase and sale or any other transaction of securities, derivative transaction pertaining to securities, or an intermediation, brokerage, or agency therefor, providing such customer with the corporate information on the issuer of such securities;

(xiv)-2with regard to the purchase and sale and other transactions of securities or derivative transactions pertaining to securities (hereinafter collectively referred to as "purchase and sale, etc." in this item) or an intermediation, brokerage, or agency therefore, an act to solicit a customer to implement the purchase and sale, etc. for the purpose of having the customer gain interest by having the customer implement the purchase and sale, etc. before corporate information on the issuer of the securities comes to be disclosed or to avoid causes loss with the customer (excluding the acts listed in the preceding item); and

(xv)if, in connection with public offering prescribed in Article 166, paragraph (2), item (i), (a) or item (ix), (b) of the Act (limited to the public offering pertaining to the securities issued by a listed company, etc. prescribed in Article 163, paragraph (1) of the Act), a pre-hearing is to be carried out to survey the prospective demands of investors for the securities subject to the public offering, an act to provide the corporate information relevant to the public offering to the persons subject to the pre-hearing (hereinafter referred to as the "target" in this item), or to a third party, if that third party has been entrusted with that pre-hearing or furnished with the corporate information pertaining to that public offering to carry out that pre-hearing, without implementing the measures specified in (a) or (b) below in accordance with the categories of the cases set forth respectively therein:

(a)if the financial instruments business operator, etc. carries out the pre-hearing by itself: the following measures:

1.that the section in charge of the affairs related to compliance management (meaning the affairs related to judgment on whether the business of a financial instruments business operator, etc. complies with the laws and regulations (meaning laws and regulations (including the laws and regulations of foreign states), dispositions issued by administrative agencies under the laws and regulations (including dispositions similar thereto issued under the laws and regulations of foreign states), or rules of the financial instruments firms association or financial instruments exchange such as its articles of incorporation (including an association's rules or an exchange's rules equivalent thereto such as its articles of incorporation, which are established under the laws and regulations of the foreign states); hereinafter the same applies in this item, Article 153, paragraph (1), item (vii), (h), and Article 154, item (iv), (h)), and the affairs related to assurance of the compliance of the laws and regulations, etc. by the officers or employees; the same applies in (b), 1.) has given a prior approval for the implementation of such pre-hearing, targets and the contents of the corporate information to be provided to the targets, and has approved in advance that the timing and method of the provision thereof are appropriate;

2.that the financial instruments business operator, etc., in advance of the pre-hearing, has caused the target to promise that the target does not, until the announcement of the relevant corporate information or of the fact that the public offering is to take place, or until the target is informed by the financial instruments business operator, etc. after such pre-hearing that it has decided not to make such public offering, conduct the purchase and sale or any other manner of transfer or acquisition for value or derivative transactions pertaining to specified securities, etc. of the listed companies, etc. as set forth Article 163, paragraph (1) of the Act (hereinafter referred to as the "purchase and sale, etc. of specified securities, etc." in this item) (excluding the cases listed in any of Article 166, paragraph (6), items (i) through (vi) and (viii) of the Act, and also excluding cases in which the purchase and sale, etc. of specified securities, etc. is to be conducted amongst the persons furnished with the relevant corporate information pursuant to the provisions of this item, through means other than a financial instruments exchange market or over-the-counter securities market; hereinafter the same applies in this item), and that the target does not provide the corporate information to any person other than another target (excluding the provision to a third party, if it is essential for the target to furnish such third party with the corporate information in order to implement the business related to the contents of the investigation and such party is bound by an obligation to refrain from conducting any purchase and sale, etc. of specified securities, etc. and from divulging such corporate information, under a contract with the target; and also excluding the provision of information under the laws and regulations, etc.); and

3.that the financial instruments business operator, etc. has prepared a documents containing the name of the person that was responsible for the affairs related to the pre-hearing and the person that actually handled the affairs related thereto, the targets' name and address, the contents of the corporate information provided to the targets, and the timing and means of the provision thereof, and has taken the necessary measures in order to preserve such document for five years after preparation thereof.

(b)if any third party is to be entrusted with such pre-hearing, or furnished with the corporate information pertaining to such public offering to carry out such pre-hearing: the following measures:

1.that the section in charge of the affairs related to compliance management has given prior approval for the implementation of such pre-hearing, the third party, the targets and the contents of the corporate information to be provided to the third party or the targets, and has approved in advance that the timing and method of the provision thereof are appropriate;

2.that the financial instruments business operator, etc., in advance of the pre-hearing, has caused the third party to promise not to conduct the purchase and sale, etc. of specified securities, etc. or provide the corporate information to any person other than the targets (excluding the provision to any other party, if it is essential for such third party to furnish such other party with the corporate information in order to implement the pre-hearing or to conduct the business pertaining to the public offering based on an entrustment from the listed company, etc. or the financial instruments business operator, etc., and such other person is bound by an obligation to refrain from conducting any purchase and sale, etc. of specified securities, etc. and from divulging such corporate information, under a contract with such third party; and also excluding the provision of information under the laws and regulations, etc.); and

3.that the financial instruments business operator, etc. has prepared the documents containing the name of the person that was responsible for the affairs related to the pre-hearing and the person that actually handled the affairs related to the entrustment to such third party or the provision of such corporate information to such third party, the third party's name and address, the contents of the corporate information provided to the third party, and the timing and means of the provision thereof, and has implemented the necessary measures in order to preserve such document for five years after the preparation thereof; and

4.that the financial instruments business operator, etc. has implemented necessary measures so as to prevent the third party from conducting the pre-hearing without taking the measures equivalent to those specified in (a), 2. and 3.;

(xvi)an act to conduct the purchase and sale or other transaction of securities. pertaining to the corporate information (if such purchase and sale or other transaction of securities. is the purchase and sale of securities, it excludes the purchase and sale of securities effected in the case of the exercise of options (including the rights similar to options which are related to th