HOW TO START AN INVESTMENTADVISORY BUSINESS IN JAPAN
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Co-published by JIAM and DT Legal

Registration Requirements
The fund is aninvestment trust orinvestment company(Paragraph 1Securities)
Distributing Funds
The fund is a limited
partnership(Paragraph 2Securities)

Type 1 Financial
Instruments
Business/Financial
Instruments
Intermediary Service
No limits/restrictions
on the type and statusof the limited partner

Type 2 Financial
Instruments Business

Therefore, unless the following De Minimis
exemption is cleared, the GP needs to beregistered as a DIM or rely on the Article 63
exemption:

Must have at least one
Qualified Institutional
Investor; max. 49 nonQII investors

Specially Permitted
Businesses for
Qualified Institutional
Investor, etc.
(“Article 63 Exemption”)① There must be under 10 Japanese
investors② All investors must be qualified institutional
investors, and,
③ The invested amount by Japanese
investors must not exceed 1/3 of the fundNo limits/restrictions on
the type of investor

Investment
Management
Business (“DIM”)

The Japan office will
provide investment
management(*1)

No limits on AUM
Only Qualified
Investors

ProvidingInvestment
Management

ProvidingInvestment
Advice(*1) The General Partner (GP) of the fund isdeemed to be managing the assets ofJapanese investors (limited partners).

The Japan office will
not provide investment
management

Investment
management to beprovided by anoverseas affiliate (*2）

The Japan office will
provide investment
advice on securities

Investment Advisory
and Agency Business(Advisory)

The Japan office will
not provide investment
advice on securities

Investment advisory tobe provided by anoverseas affiliate (*2)

( * 2) However, the counterparty must be aregistered inv estment manager, or aregistered financi al institution, suc h as a trustbank,providing inves tment managem ent
services.

AUM up to
JPY 20 billion

Qualified Investor
Investment
Management Business(“Pro-DIM”)

The Japan office acts asagent/intermediary in thecontract execution of theoverseas affiliate providing
investment management

Investment Advisory
and Agency Business(agency/intermediary)

The Japan office acts asagent/intermediary in thecontract execution of theoverseas affiliate providing
investment advisory

Investment Advisory
and Agency Business(agency/intermediary)

Disclaimer: All of the contents of these materials are copyrighted by DT Legal Japan (the “DTLJ”) and may not be reprinted, duplicated, etc., without the prior written permission of the DTLJ under relevant copyright laws. These materials
describe only our general and current observations in accordance with relevant laws and regulations, and DTLJ is not rendering professional advice or services by this material. Before making any decision or taking any action that may
affect your finances or your business, you should consult a qualified professional adviser.

Illustrative Roadmap for Investment Advisory Set-up in Japan

Registration for a Qualified Investor
Investment Management Business(“Pro-DIM”)

Registration for a
Type 1 Financial
Instruments
Business
Registration for an
Investment Management
Business (“DIM”)

Registration for a
Type 2 Financial
Instruments
Business
Notification to open a Japan rep. officefor the purpose of info. gatheringl Reporting info. on the Japan
market to the overseas affiliate

Registration for an
Investment Advisory
and Agency Business
Notification of the Specially
Permitted Businesses for
Qualified Institutional Investor,etc. (“Article 63 Exemption”)(Expect one month fromdocumentation to notification)(For Type 2
FinancialInstruments
Business andhigher, a Japan
office will berequired.)(It may take 12-18 months or longer
to draft all required documents andto respond to comments from theKanto Finance Bureau and theJSDA.)(For Investment Management Businessand higher, an applicant must be acorporation with a Board of Directors andAuditor or a branch of an equivalentforeign entity.)☆ Even after the submission of notifications and registration,
the registrant will be subject to various Japanese rules andregulations to properly engage in registered businesses,
including rules on solicitation, ledgers, and on otherreporting requirements.

Disclaimer: All of the contents of these materials are copyrighted by DT Legal Japan (the “DTLJ”) and may not be reprinted, duplicated, etc., without the prior written permission of the DTLJ under relevant copyright laws. These materials
describe only our general and current observations in accordance with relevant laws and regulations, and DTLJ is not rendering professional advice or services by this material. Before making any decision or taking any action that may
affect your finances or your business, you should consult a qualified professional adviser.