RULES CONCERNING DISTRIBUTIONS, ETC. OF
SECURITIZED PRODUCTS(March 17, 2009)

CHAPTER I

GENERAL PROVISIONS(Purpose)
Article 1 The purpose of the Rules Concerning Distributions, etc. of Securitized Products(hereinafter referred to as the “Rules”) is to prescribe the establishment of procedures for thecommunication, etc. of information on the details and risks of the Underlying Assets, etc. ofSecuritized Products and other matters to be complied with when an Association Member engages
in Distributions, etc. of Securitized Products. In addition, the Rules seek to ensure the traceabilityof Securitized Products by further enhancing and standardizing the information communicated toCustomers who are investors, and thereby contribute to the development of the sounder
securitization market.
(Compliance with Laws, Ordinances and Rules, etc.)
Article 2 When engaging in Distributions, etc. of Securitized Products, an Association Member mustcomply with the Financial Instruments and Exchange Act (hereinafter referred to as the “FIEA”)
and other related laws, ordinances and rules, etc. in addition to the Rules.
(Definitions)
Article 3 The terms set force in each of the following Items shall have their respective definitionsprescribed therein for the purposes of the Rules:(1) Securitized Product: Among the securities prescribed in Article 3, Item (1) of the Articles ofAssociation, those that are issued based on the underlying cash flow stemming from specificassets (hereinafter referred to as the “Underlying Assets”) for the main purpose of essentiallytransferring ownership of the said Underlying Assets, or those that are issued with reference
to the risk of the said Underlying Assets for the main purpose of essentially transferring therisk of the said Underlying Assets; provided, however, that the following cases are excluded.
(i)

Securitized Products for which the location and details of specific risk (including therisk arising from the Underlying Assets of the said Securitized Product, the samehereinafter) are clear, and it is possible for investors to recognize such risk.

(ii)

Securitized Products that are distributed to the holders of the Underlying Assets or tothe conduit at the origination stage (provided that the Distributions to the conduit is not1

based on a request by the Customer)(iii)

Securitized Products for which fund managers, etc. have investigated and analyzed theUnderlying Assets of the targeted investment before making the investment and thefund managers, etc. are required under related laws and ordinances to report toCustomers on the investment in and investment management of the said Securitized
Product.

(2) Customers: The counterparty to which an Association Member is going to distribute
Securitized Products and a person or entity that is already holding the Securitized Products
distributed by the said Association Member.
(3) Distributions: Acts that an Association Member makes a Customer acquire Securitized
Products (excluding the acts falling under agency or intermediary).

CHAPTER IICOLLECTION AND COMMUNICATION, ETC. OF INFORMATION(Establishment of Internal Procedures for the Communication, etc. of Details and Risks ofUnderlying Assets)
Article 4 An Association Member shall establish internal procedures that allow it to carry out
properly and accurately the following duties in order to communicate the details and risks ofUnderlying Assets, etc. of the Securitized Products to Customers based on sufficient considerationfor ensuring the traceability of Securitized Products.
(1) Prior to Distributions, the said Association Member shall consider the collection of theinformation on the details and risks of the Underlying Assets, etc. of Securitized Products
judged to be necessary for the proper communication of information. Following that process,the said Association Member shall collect and analyze the information that it judged that itshould collect with the exception of information that it can’t collect (The analysis can besubstituted with an analysis prepared by others, the same applies hereinafter).
(2) At the time of Distributions, of the information collected and analyzed according to thepreceding Item, the said Association Member shall communicate directly to Customers theinformation that it judged that it should communicate to Customers. Provided, however, that
direct communication will not be necessary if a third party or another method is used tocommunicate the information to the Customers or the Customers can acquire the informationon their own. It should be noted that the information to be communicated includes risk that is
not reflected in the credit rating of the Securitized Product.
(3) After the Distributions, if there is a request by a Customer (limited to the Customer who canbe recognized to be holding the said Securitized Product, the same applies hereinafter) forinformation to be used in an investment decision or as a price evaluation reference, the said
Association Member shall consider the collection of information enabling the Customer to2

properly trace the information collected and analyzed according to Item 1 above. Then thesaid Association Member shall collect and if necessary analyze the information that it judgedthat it should collect or newly communicate to the Customer with the exception ofinformation that it can’t collect. Following that procedure, the said Association Member shallcommunicate directly to the Customer the information that it judged that it should
communicate to the Customer. Provided, however, that direct communication will not benecessary if a third party or another method is used to communicate the information to theCustomer or the Customer can acquire the information on his/ her own.
(4) Regarding the information which cannot be collected as prescribed in Item 1 and 3, or theinformation which the said Association Member did not judge necessary to communicate asprescribed in Item 2 and 3, if it judges that it shall communicate these reasons, it shall clearlycommunicate the reasons why it couldn’t collect the information or why it didn’t judge that itshould communicate the information.
(Establishment of Organizational Systems, etc.)
Article 5 To establish the procedures prescribed in the preceding Article, an Association Member
shall establish the necessary organizational systems and acquire staff.
(Use of the Standardized Information Reporting Package)
Article 6 In communicating information in accordance with Article 4, an Association Member may
use the separately prescribed Standardized Information Reporting Package (SIRP) as a reference if
it judges that its use as a reference is appropriate.
(Establishment of Internal Rules)
Article 7 An Association Member shall provide its internal rules pertaining to treatments prescribedin the Article 4 to the preceding inclusive.

CHAPTER III

MISCELLANEOUS PROVISIONS(Treatment of Beneficial Interests of Trusts)
Article 8 It is desirable that an Association Member treats beneficial interests of trusts as prescribedby Article 2, Paragraph 2, Items 1 and 2 of the FIEA that have the same features as Securitized
Products in a manner equivalent to that provided for in the Rules.
(Treatment of an Association Member Acting as Agent or Intermediary)
Article 9 Even if an Association Member does not distribute Securitized Products, but only act as anagency or an intermediary, it is desirable that treatment of the products be equivalent to the items
provided under Chapter II.
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SUPPLEMENTARY PROVISIONSThe Rules are enforced from June 1, 2009 and applied for those Securitized Products which are to be
distributed with a trade date falling on or after that date and issued on and after that date. However, it
is desirable that the treatment for Securitized Products distributed with a trade date prior to theenforcement date, and those issued prior to the enforcement date and distributed with a trade date onor after the enforcement date be based on the Rules.

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