RULES CONCERNING FOREIGN SECURITIESTRANSACTIONS(December 4, 1973)

CHAPTER I.

GENERAL PROVISIONS(Purpose)
Article 1 The purpose of the Rules Concerning Foreign Securities Transactions (hereinafter referred toas the “Rules”) is to contribute to investor protection by prescribing matters to be observed with respect
to transactions in foreign securities to be carried out between an Association Member and a customer
or other Association Member (excluding the derivative transactions prescribed in Article 2, Paragraph
20 of the Financial Instruments and Exchange Act (hereinafter referred to as “FIEA”) and transactions
on a Financial Instruments Exchange Market in Japan; the same shall apply hereinafter) andunderwriting, etc. of public offering of foreign shares, etc. in Japan.
(Definitions)
Article 2 In these rules, the definition of the terms set forth in each of the following Items shall beprescribed therein:(1) Foreign Securities:
Among securities set forth in each Item of Article 2, Paragraph 1 of the FIEA or the rights deemedas securities prescribed in the same article, Paragraph 2 thereof (excluding those set forth in each
Item of the same Paragraph), those that are safe kept outside Japan (including the management of
the quantity described or recorded in an account in case that issuance of certificate is not requiredwith respect to rights to be indicated on securities in accordance with the laws and regulations
governing the issuance of such securities and the rights are ones to be indicated on the securities
when a certificate is not issued; the same shall apply hereinafter).
(2) Foreign Bonds:
Foreign securities that are set forth below:(a) Securities prescribed in Article 2, Paragraph 1, Item 1 through 5 of the FIEA, or securities orcertificates issued by a foreign country or a foreign person prescribed in the same Paragraph,
Item 17 thereof that have the nature of the securities;(b) Investment corporation debentures prescribed in Article 2, Paragraph 1, Item 11 of the FIEA,
or foreign Investment corporation debentures prescribed in Article 11, Paragraph 1 of the
Cabinet Office Ordinance on the Disclosure of Details on Specific Securities.
(3) Foreign Shares:
Among Foreign Securities, shares prescribed in Article 2, Paragraph 1, Item 9 of the FIEA, or
securities or certificates issued by a foreign person prescribed in the same Paragraph, Item 17
thereof and that have the nature of share.
(4) Foreign Share Option Certificates:
Among Foreign Securities, Share Option Certificates prescribed in Article 2, Paragraph 1, Item 9of the FIEA, or securities or certificates issued by a foreign person prescribed in the same
Paragraph, Item 17 thereof and have the nature of share option certificates.
(4)-2 Foreign Corporate Bond Certificates with Share Options:
Foreign Securities that are foreign corporate bond certificates with share options prescribed in1Article 10-2, Paragraph 1, Item 4 of the Cabinet Office Ordinance on Definitions under Article 2of the FIEA (hereinafter referred to as the “Definitions Ordinance”), or securities or certificatesissued by a foreign entity prescribed in Article 2, Paragraph 1, Item 17 of the FIEA that have thenature of corporate bond certificates with share options.
(5) Foreign Investment Trust Beneficiary Certificates:
Among Foreign Securities, beneficiary certificates of foreign investment trusts prescribed in
Article 2, Paragraph 1, Item 10 of the FIEA.
(6) Foreign Real Estate Investment Trust Beneficiary Certificates:
Among Foreign Investment Trust Beneficiary Certificates, beneficiary certificates with the
purpose of which is to invest in real estate, real estate leases and land use rights, and beneficiaryrights of trusts which entrusts real estate, land leases and land use rights as their main assets.
(7) Foreign Investment Securities:
Among Foreign Securities, foreign investment securities prescribed in Article 2, Paragraph 1, Item
11 of the FIEA that are categorized in investment securities.
(8) Foreign Investment Equity Subscription Right Certificates:
Among Foreign Securities, New Investment Unit Subscription Warrants Securities prescribed in
Article 2, Paragraph 1, Item 11 of the FIEA or securities issued by a foreign investment corporationthat are similar to Investment Equity Subscription Right Certificates prescribed in Article 220,
Paragraph 1 of the Act on Investment Trust and Investment Corporations (hereinafter referred toas the “Investment Trust Act”).
(9) Foreign ETFs:
Among Foreign Investment Trust Beneficiary Certificates and Foreign Investment Securities,
those prescribed in Article 94 and Article 259 of Ordinance for Enforcement of Act on Securities
Investment Trust and Securities Investment Corporations.
(10) Foreign Loan Claims Trust Beneficiary Certificates:
Among Foreign Securities, securities prescribed in Article 2, Paragraph 1, Item 18 of the FIEA.
(11) Foreign CDs:
Among Foreign Securities, securities prescribed in Article 1, Item 1 of Enforcement Order of the
Financial Instruments and Exchange Act (hereinafter “FIEA Enforcement Order”).
(12) Foreign CPs:
Among Foreign Securities, securities prescribed in Article 2, Paragraph 1, Item 15 of the FIEA or
securities or certificates issued by a foreign person prescribed in the same Paragraph, Item 17
thereof and that have the nature of the securities.
(13) Foreign Depositary Receipts:
Among Foreign Securities, securities prescribed in Article 2, Paragraph 1, Item 20 of the FIEA.
(14) Foreign Preferred Equity Investment Certificates:
Among Foreign Securities, securities prescribed in Article 2, Paragraph 1, Item 8 of the FIEA, or
securities or certificates issued by a foreign person prescribed in the same Paragraph, Item 17
thereof and that have the nature of the securities.
(15) Foreign Government Bonds, etc.:
Among Foreign Securities, those prescribed in Article 1, Item 1(a) of the Cabinet Office Ordinanceon the Disclosure of Details on the Issuer of Foreign Bonds, etc.
(16) Foreign Shares, etc.:
Foreign shares, Foreign ETFs, closed-end Foreign Investment Trust Beneficiary Certificates,
closed-end Foreign Investment Securities, Foreign Preferred Equity Investment Certificates, and2

Foreign Depositary Receipts (limited to those that indicate rights related to shares, and securities
or certificates issued by a foreign person and that have the nature of the shares (including the rights
to be indicated on the securities in case that issuance of certificate is not required with respect tothe rights to be indicated on securities and the rights are ones to be indicated on the securities whena certificate is not issued)).
(17) Foreign Investment Trust Securities:
Open-end Foreign Investment Trust Beneficiary Certificates (excluding Foreign ETFs) and openend Foreign Investment Securities (excluding Foreign ETFs).
(18) Foreign Transaction(s):An act of placing an order for the sale or purchase of Foreign Securities (excluding Foreign
Investment Trust Securities) in a foreign Financial Instruments Market (including an Over-theCounter market; the same shall apply hereinafter) by means of intermediary, brokerage or agency
service, and an act of brokering an order for the sale of Foreign Securities in response to a tender
offer (meaning to solicit offer for purchase or sale of Foreign Shares, etc., Foreign Share Option
Certificates, Foreign Investment Equity Subscription Right Certificates, or Foreign Bonds frommany and unspecified number of persons and to purchase Foreign Shares, etc., Foreign Share
Option Certificates, Foreign Investment Equity Subscription Right Certificates, or Foreign Bonds
from outside of a foreign Financial Instruments Market; the same shall apply hereinafter).
(19) Domestic Over-the-Counter Transaction(s):Over-the-Counter transactions of Foreign Securities (excluding Foreign Investment Trust
Securities) conducted in Japan.
(20) Underwriting, etc. of Domestic Public Offering:
Underwriting of Foreign Shares, etc. (limited to those made at the time of public offering),
secondary distribution of Foreign Shares, etc. (excluding those prescribed in Article 4, Paragraph
1, Item 4 of the FIEA (hereinafter referred to as “Secondary Distribution of Foreign Securities”);
the same shall apply hereinafter), or handling of public offering or secondary distribution.
(21) Qualified Institutional Investors:
Those who are prescribed in Article 2, Paragraph 3, Item 1 of the FIEA (excluding the Association
Members).
(22) Professional Investors:
Professional investors prescribed in Article 2, Paragraph 31 of the FIEA (excluding the
Association Members and investors who are regarded as customers other than the Professional
Investors pursuant to Article 34-2, Paragraph 5 and including those regarded as the Professional
Investors pursuant to Article 34-3, Paragraph 4 (including the cases that applies mutatis mutandis
to Article 34-4, Paragraph 6 thereof).
(23) Foreign Stock Margin Transaction(s):A margin transaction prescribed in Article 156-24, Paragraph 1 of the FIEA, which is anintermediary, brokerage or agency service for the entrustment of purchase and sale of securities
on a foreign Financial Instruments Market conducted by a Regular Member by extending credit
to a customer in Japan, where the Regular Member or the customer does not receive credit from a
Local Brokerage Securities Services Provider (of the foreign securities service providers
prescribed in Article 58 of the FIEA, this means those that provide intermediary, brokerage oragency service for the entrustment of purchase and sale of securities on foreign Financial
Instruments Markets; the same shall apply hereinafter).
2.

The rights to be indicated on Foreign Securities set forth in the preceding Paragraph, Items 2 through15 shall be deemed as Foreign Securities even if a certificate of such Foreign Securities is not issued.

(Conclusion of Agreement)3

Article 3 An Association Member must, when receiving an order from a customer or another Association
Member for a transaction of Foreign Securities (including the cases of handling of public offering or
secondary distribution, or handling of private placement), conclude an agreement concerning atransaction of Foreign Securities with such customers or such another Association Member.
2.

When an Association Member intends to conclude an agreement concerning a transaction of Foreign
Securities prescribed in the preceding Paragraph with a customer (excluding Professional Investors incase that the sale of the Foreign Securities are made by handling of private placement), the Association
Member must deliver the agreement on foreign securities trading account (hereinafter referred to as the“Agreement”) to the customer, and must receive an application for the establishment of a trading
account pursuant to the Agreement submitted by the customer.

3.

An Association Member must have a system that enables it to confirm that the application prescribedin the preceding Paragraph is surely received by methods designated by the Association Member suchas accepting from a customer an application form describing that the customer applies for theestablishment of a trading account pursuant to the Agreement.

4.

Notwithstanding the provision of Paragraph 2, in cases that an Association Member has alreadydelivered the Agreement to a customer who intends to conclude a contract for foreign securities
transaction, and such customer does not request the Association Member to deliver the Agreement
again, the Association Member is not required to deliver the Agreement.

5.

The Agreement prescribed in Paragraph 2 must define the matters set forth in the following Items;
provided, however, that matters that are clearly not required to be included in the agreement with thecustomer may be excluded in light of the business, etc. of an Association Member (the scope of theForeign Securities handled, attributes of the customer, type of transaction, methods of concluding theagreement with the customer; the same shall apply hereinafter):(1) Matters on account processing of Foreign Securities;(2) Matters on instructions for the execution place and execution method of the sell and purchaseorders;(3) Matters on receipt, execution, and process of orders;(4) Matters on contract date and delivery date;(5) Matters on handling of safekeeping, holder name and return of the Foreign Securities;(6) Matters on processing of Foreign Investment Trust Securities entrusted for safekeeping by acustomer in case such securities have failed to meet the selection criteria;(7) Matters on processing of rights related to the Foreign Securities;(8) Matters on various notifications;(9) Matters on handling of various notifications from an issuer;(10) Matters on fees and payment due date related to the execution of transactions;(11) Matters on receipt/payment of foreign currency;(12) Matters on receipt and payment of money;(13) Matters on delivery of the transaction balance statement;(14) Matters on items in notification to an Association Member and procedures for changing items in4notification;(15) Matters on effectiveness of notifications;(16) Matters on account management fee;(17) Matters on cancellation of the contract;(18) Matters on exemption from liability;(19) Matters on agreed jurisdiction;(20) Matters on procedures for changing the Agreement; and(21) Matters on Foreign Stock Margin Transactions (limited to cases where the customer engages in
Foreign Stock Margin Transaction).
6.

The Agreement prescribed in Paragraph 2 must define the contents set forth in the following Items(limited to Items 1 through 14 if the customer does not engage in Foreign Stock Margin Transaction);provided, however, that contents that are clearly not required to be included in the agreement with thecustomer may be excluded in light of the business, etc. of an Association Member:(1) The contract date in foreign transactions of the Foreign Securities shall be the date when an
Association Member confirms the execution of the order of the transaction at the execution place(in case that the day is a non-business day, such date shall be the business day immediately
thereafter);(2) The delivery date in sale and purchase of the Foreign Securities shall be the third business day
counting from the contract date except for cases where a different treatment is separately agreed
on with the customers;(3) The safekeeping of the Foreign Securities entrusted by a customer to an Association Member
shall be delegated to a depositary institution designated by the Association Member under theapplicable governing laws and practices;(4) The safekeeping prescribed in the preceding Item shall be made under the name of the
Association Member;(5) Even if Foreign Investment Trust Securities entrusted for safekeeping by a customer have failed
to meet the selection criteria prescribed in Article 16 or 17, an Association Member shall accept
the customer’s order for brokerage of repurchase or cancellation;(6) An Association Member shall receive on behalf of the customer fruits such as dividend, coupon,and distribution, and redeemed funds of the Foreign Securities entrusted for safekeeping by acustomer, and then the Association Member shall pay such money to the customer;(7) In case share options or Investment Equity Subscription Rights are granted on Foreign Securities
entrusted for safekeeping by a customer, an Association Member shall in principle sell such shareoptions and pay the proceeds to the customer.
(8) Regarding the exercise of voting rights or making an objection at a shareholders meeting(including creditor meeting, beneficial owners meeting, owners meeting, investors meeting, andinvestment corporation creditor meeting; the same shall apply hereinafter) of the Foreign
Securities entrusted for safekeeping by the customer, an Association Member shall follow the
instructions by the customer; provided, however, that if the customer does not give any
instructions, the Association Member shall neither exercise the voting rights nor make anobjection;5(9) An Association Member shall notify the followings to a customer of the Foreign Securities
entrusted for safekeeping by the customer:(a) Notice of facts that may significantly impact the position of a shareholder, beneficiaryowner, owner, investor, or investment corporation creditor such as an issuance of sharesby public offering, share split, or reverse share split;(b) Notice of dividend, coupon, distribution, and redemption; and(c) Notice of important agenda at the shareholders meeting such as a merger.
(10) An Association Member or an issuer of the Foreign Investment Trust Securities shall send afinancial statement (including investment reports prescribed in Article 14 of the Investment Trust
Act that applies mutatis mutandis to the provision in Article 59 of the same Act, and a documentthat states important matters among the matters to be stated in the investment reports (hereinafterreferred to as the “Investment Reports, etc.”)) and other documents related to the Foreign
Investment Trust Securities entrusted for safekeeping by a customer (hereinafter referred to as
the “Financial Statements, etc.”) (excluding those not required to be sent to the customers underrelevant laws and regulations) to the customer;(11) An Association Member shall retain notices and materials issued by an issuer of the Foreign
Securities entrusted for safekeeping by a customer in three years (or one year for Foreign CDs
and Foreign CPs) from the date when such notices and materials reach the Association Member,and make them available to the relevant customer;(12) An Association Member shall deliver the notices and materials prescribed in the preceding Item
to a customer when the customer requests delivery of such notices and materials;(13) Any payment or receipt of money between an Association Member and a customer in respect tothe transaction, etc. of Foreign Securities shall be made in yen or foreign currency (limited to theforeign currency designated by the applicant to the extent that the Association Member canhandle it). In such cases, the conversion rate between the foreign currency and yen shall be therate designated by the Association Member on the conversion date unless otherwise agreed or
specified;(14) In case of transactions with a Regular Member, the conversion date prescribed in the preceding
Item shall be the contract date in terms of payment for transactions, and the day when the Regular
Member confirms the receipt of total amount in terms of payment prescribed in Items 6 and 7;(15) Where a dividend of surplus or any other money is delivered, or where the right to receive sharesor any other rights have been granted by a share split, etc., the processing of rights based on
Article 43 shall be performed by the Regular Members who engage in Foreign Stock Margin
Transaction with respect to the issues for which the Foreign Stock Margin Transaction was
conducted; and(16) Regular Members who engage in Foreign Stock Margin Transactions shall handle customers
who have engaged in Foreign Stock Margin Transactions in accordance with the provisions ofItems 9, 11 and 12.
7.

Notwithstanding the provisions prescribed in Item 10 or Item 12 of the preceding Paragraph, an
Association Member may prescribe in the Agreement prescribed in Paragraph 2 that the Association
Member shall provide information that should be included in the documents set forth in each of thesaid Items in a method using an electronic processing organization or other methods using thetelecommunication technology under the provisions of relevant laws and regulations, instead of sending
or delivering such documents physically.

8.

When an Association Member approves an application in the event that a customer has applied for theestablishment of an account prescribed in Paragraph 2, the Association Member must establish theaccount and notify the customer the effect.
6

9.

When an Association Member brokers the sale of Foreign Securities by a customer for a tender offer,
the Association Member must receive consent orally or in writing from the said customer upon giving
explanation on the matters listed in the following items:(1) That the tender offer is not made through the procedures required under the FIEA;(2) That the offer for sale shall not be rescinded on or after the date and time specified by the
Association Member;(3) The amount of consideration for the sale in the tender offer (where the amount of consideration
has not been determined at the time of offer, the method for determining the amount ofconsideration);(4) Planned quantity to be purchased by the buyer;(5) Conditions for the execution of tender offer and the handling of any offer to sell in excess of theplanned purchase quantity;(6) Handling of contract date;(7) Scheduled date of payment of the proceeds of sale and handling in the case where the proceeds ofsale are paid in foreign currency;(8) That the Foreign Securities offered for sale in the tender offer shall not be separately sold without
the approval of the Association Member;(9) Handling of fees for the offer to sell for the tender offer and tax treatment of sales proceeds; and(10) Matters not provided in any of the preceding items shall be subject to the tender offer provisions
specified by the buyer and the terms and conditions of the Agreement.

(Dealing in Accordance with Agreement, Etc.)
Article 4 An Association Member must handle the execution of sale and purchase, etc. of Foreign
Securities, settlement of trade price and safekeeping of the Foreign Securities, etc. which are to be
conducted based upon a customer’s order, upon providing explanation to the customer and inaccordance with the content for which consent was obtained pursuant to the provisions of Agreement
or the provision of Paragraph 9 of the preceding Article.
(Matters to be Observed)
Article 5 An Association Member shall, in soliciting a customer for an investment in Foreign Securities,
take due care so that the investment may be made in a manner suitable to the intention, investment
experience, and financial resources, etc. of the customer.
(Offering of Materials, Etc.)
Article 6 An Association Member must, with respect to the Foreign Securities entrusted by a customer
for safekeeping, retain any notices and materials, etc. delivered from the issuer of the relevant Foreign
Securities (excluding those obligatory to submit to customers and to be publicly disclosed underrelevant laws and regulations) for three years (or one year for Foreign CDs and Foreign CP) from thedate when such notices or materials reach the Association Member, and make them available to therelevant customer.
2.

An Association Member must endeavor to make important materials which contribute to the relevant
customer’s investment decision that have been made public by the issuer of the Foreign Securities
7

(excluding those prescribed in the preceding Paragraph and those obligatory to submit to customers
and to be publicly disclosed under relevant laws and regulations) available to the customer.
3.

An Association Member must, when requested by a customer with respect to the Foreign Securities
entrusted for safekeeping, deliver the notices and materials, etc. delivered from the issuer prescribed inpreceding Paragraph.

4.

An Association Member must, when receiving an order for a transaction of Foreign Securities(excluding those with respect to which disclosure is made under the provision of the FIEA), explain to
the customer to the effect that the disclosure of corporate affairs and other related matters, etc. under
the FIEA is not conducted on such Foreign Securities; provided, however, this provision shall not apply
if the description that corporate affairs and other related information, etc. on such Foreign Securities is
not disclosed under the FIEA is included in the Agreement (including attached materials that areprovided at the same time of providing the Agreement) or in a delivered pre-contractual document(with the meaning of delivered pre-contractual document prescribed in Article 37-3 of the FIEA).

CHAPTER II. SOLICITATION, ETC. OF ALREADY-ISSUED FOREIGNSECURITIESSECTION 1.

GENERAL PROVISIONS(Eligible Securities)
Article 7 Regarding Already-Issued Foreign Shares, etc., Foreign Share Option Certificates, Foreign
Investment Equity Subscription Right Certificates, and Foreign Bonds, an Association Member may
solicit Foreign Transactions and Domestic Over-the-Counter Transactions to customers (excluding the
Qualified Institutional Investors and the Business Corporations, etc. prescribed in Paragraph 5; thesame shall apply hereinafter in this Article and the next Article) only for the securities set forth in eachof the following Items; provided, however, this shall not apply in the case of secondary distribution of
Foreign Securities secondary offering or private placement of the Foreign Securities (those fall under
Article 2, Paragraph 4, Item 2(b) or (c); the same shall apply hereinafter), or in the event that therelevant Foreign Securities are the ones for delivery in connection with the settlement of foreign
securities futures transactions, etc.:(1) (i) Those Foreign Shares, etc., Foreign Share Option Certificates, Foreign Investment Equity
Subscription Right Certificates, and Foreign Bonds traded in a foreign Financial Instruments
Exchange Market or Over-the-Counter Market which is deemed by the Association Member tosatisfy the qualifications prescribed in Paragraph 4 and which has no problem in view of investor
protection (hereinafter referred to as the “Eligible Foreign Financial Instruments Market”), (ii) thoseForeign Shares, etc., Foreign Share Option Certificates, Foreign Investment Equity Subscription
Right Certificates, and Foreign Bonds which are scheduled to be traded on the Eligible Foreign
Financial Instruments Market (limited only to the case where the fact that the transaction isscheduled on such Eligible Foreign Financial Instruments Market is publicly disclosed or approvedby such Eligible Foreign Financial Instruments Market or a competent authority or a similarorganization that supervises such Eligible Foreign Financial Instruments Market; and the price inthe public offering or the secondary distribution of such securities has already been determined, or
the price that is a basis for the transaction of such securities is publicly disclosed by such Eligible
Foreign Financial Instruments Market), and (iii) those Foreign Bonds which were issued by anissuer who has issued its securities as stated in (i) (ii) above;(2) Those Foreign Government Bonds, etc. and those bonds which were issued by an internationalorganization of which Japan is a member;(3) Those Foreign Bonds and Foreign Preferred Investment Securities (limited to those prescribed in
FSA Notification No. 19 dated on March 27, 2006 and similar ones) of which disclosure is8

conducted pursuant to the FIEA;(4) Those Foreign Shares, etc., Foreign Share Option Certificates, Foreign Investment Equity
Subscription Right Certificates, and Foreign Bonds traded at a Financial Instruments Exchange
Market in Japan; and(5) Those Foreign Share Option Certificates, Foreign Investment Equity Subscription Right Certificates,and Foreign Bonds which were issued by the issuer of securities listed on a Financial Instruments
Exchange Market in Japan.
2.

Already-Issued Foreign Shares, etc., Foreign Share Option Certificates, and Foreign Investment Equity
Subscription Right Certificates with respect to which an Association Member may solicit private
placement (excluding solicitation for selling, etc. to Professional Investors) to customers shall be thesecurities set forth in the preceding Paragraph, Item 1.

3.

Already-Issued Foreign Bonds with respect to which an Association Member may solicit private
placement to customers shall be the securities set forth in Paragraph 1, Items 1, 2, and 5 and the
securities issued under laws and regulations of a country or region that satisfies all the following
requirements:(1) All the necessary laws and regulations on the system relating to Foreign Bonds are established;(2) All the necessary laws and regulations on the disclosure relating to Foreign Bonds are established;(3) There is a competent authority or a similar organization that supervises issuers of Foreign Bonds;
and(4) The purchase price, sale proceeds, and fruits, etc. of Foreign Bonds can be transmitted or received.

4.

The requirements for the Eligible Foreign Financial Instruments Market prescribed in Paragraph 1 shallbe set forth in each of the following Items:(1) Trading prices of securities traded at the relevant Financial Instruments Exchange Market or Overthe-Counter market in the foreign country (hereinafter referred to in this Paragraph as “Traded
Securities”) are available;(2) Investment information such as financial statements concerning the issuers of Traded Securities isavailable;(3) There is an authority or similar organization that supervises the relevant Financial Instruments
Exchange Market or Over-the-Counter market in the foreign country;(4) Purchase price, sales price, fruits, etc. of or resulting from Traded Securities can be paid or received
through remittance; and(5) There is an organization that conducts the safekeeping of Traded Securities.

5.

“Business Corporations, etc.” prescribed in Paragraph 1 shall be those set forth in each of the following
Items (excluding those who are qualified as the Qualified Institutional Investors):(1) Business corporation (limited to those fall under either of the following):(a) A listed company or a similar company; or(b) A foreign corporation that has characteristics mentioned in the above (a).
(2) An entity that falls under any of the following:(a) National or municipal government;(b) Bond issuing entity prescribed in Article 2, Paragraph 1, Item 3 of the FIEA;
9

(c) Mutual aid association of a government office; or(d) Juridical person that is economically and socially trustworthy such as incorporated school orreligious corporation.
(Handling in Case of Selling without Solicitation)
Article 8 An Association Member must, when selling (including the case of entrustment) or conducting
an intermediary of a sell order (including intermediary of entrusted sell order) of Foreign Transactions
or Domestic Over-the-Counter Transactions (excluding Secondary Distribution of Foreign Securities,
and solicitation for selling, etc. Foreign Shares, etc., Foreign Share Option Certificates, and Foreign
Investment Equity Subscription Right Certificates, to Professional Investors) of Foreign Shares, etc.,
Foreign Share Option Certificates, Foreign Investment Equity Subscription Right Certificates, andForeign Bonds other than the Foreign Shares, etc., Foreign Share Option Certificates, Foreign
Investment Equity Subscription Right Certificates, and Foreign Bonds prescribed in Paragraphs 1 to 3of the preceding Article without soliciting a customer, properly manage it by preparing a document
stating that the order is based on the customer’s intention, and keeping and maintaining the document
except for the cases prescribed in each Item below:(1) Continued acquisition under an employee stock ownership plan;(2) Exchange of share certificates accompanied by a merger, etc.;(3) Acquisition of the shares of a new company which are allotted along with the break-up of acompany;(4) Acquisition of shares by choosing share dividends in the event that the option of cash dividends andshare dividends are given; and(5) A purchase order by a customer is through another Association Member or a Financial Instruments
Intermediary Service Provider.
(Internal Rules, Etc.)
Article 9 In order to ensure the transparency and fairness of foreign transactions and Domestic Over-theCounter Transactions of Foreign Shares, etc., Foreign Share Option Certificates, Foreign Investment
Equity Subscription Right Certificates, and Foreign Bonds, an Association Member must prescribe thematters concerning the brokerage commissions and proper contract management of Domestic Overthe-Counter Transaction in its internal rules, and must endeavor to establish an internal control system
including internal inspection and audit as well as to manage such systems properly.
2.

In handling Foreign Stock Margin Transactions, a Regular Member must establish internal rules for theselection of issues to be handled, explanations to customers, and other necessary matters; and shallendeavor to establish an internal control system including internal inspections and audits and to ensure
appropriate operation thereof, in order to carry out fair transactions and conduct appropriate investment
solicitation.

SECTION 2.

DOMESTIC OVER-THE-COUNTER TRANSACTIONS(Settlement)
Article 10 The securities in Domestic Over-the-Counter Transactions shall be settled through an accounttransfer.
(Ensuring Fairness of Transaction)

10Article 11 An Association Member, in executing Domestic Over-the-Counter Transactions in Foreign
Shares, etc., Foreign Share Option Certificates, Foreign Investment Equity Subscription Right
Certificates, and Foreign Bonds (excluding those listed on a domestic Financial Instruments Exchange
Market; the same shall apply in the next Article and Article 14) with customers, must maintain thefairness of the transaction by acting at a proper price based on the Market Price computed in reasonable
manners (hereinafter referred to as “Internal Market Price”).
2.

Internal Market Price, which is prescribed in the preceding Paragraph, shall be made in considerationof maintenance of method of acquisition and computation.

3.

An Association Member shall compute Internal Market Price in proper and reasonable manners as tothe issue whose Internal Market Price is difficult to acquire or whose Internal Market Price has notbeen computed continuously.

4.

An Association Member must explain the epitome of the manner of computing transaction prices, etc.,
either orally or in writing when requested to do so by customers.

(Ensuring Fairness of Transaction with Small Investors)
Article 12 An Association Member shall give still more consideration to the fairness of the transactions
by paying full attention to that prescribed in the preceding Article and the each of following Item when
executing Domestic Over-the-Counter Transactions in Foreign Shares, etc., Foreign Share Option
Certificates, Foreign Investment Equity Subscription Right Certificates, and Foreign Bonds, of which
contract prices converted into Japanese Yen are below ¥10,000,000 with a customer (except the
Qualified Institutional Investors and the Business Corporations, etc. prescribed in Article 7, Paragraph
5; hereinafter referred to as “Small Investor”):(1) Notification of Price Information:
An Association Member must, when requested by Small Investors to offer price information,
immediately notify the offered transaction price at the counter of its own company. An Association
Member must also provide the current closing price at a foreign Financial Instruments Exchange
Market, the current quotations at a foreign Financial Instruments Market or other reference
information, when requested by Small Investors to do so.
(2) Enlightenment of Domestic Over-the-Counter Transaction:
An Association Member shall endeavor to enlighten Small Investors with respect to Domestic
Over-the-Counter Transactions in Foreign Shares, etc., Foreign Share Option Certificates, Foreign
Investment Equity Subscription Right Certificates, and Foreign Bonds, by keeping at a counter
leaflets, etc. about knowledge of Domestic Over-the-Counter Transactions in Foreign Shares, etc.,
Foreign Share Option Certificates, Foreign Investment Equity Subscription Right Certificates, andForeign Bonds.
(Extraordinary Transactions)
Article 13 With respect to Domestic Over-the-Counter Transaction in Foreign Bonds to be conducted byan Association Member with a customer or another Association Member, the Association Member
must not effect the transactions set forth below and any other acts of providing financial returns tocustomers or the third parties with the aim of compensating for the customer’s loss or adding to the
profit (hereinafter referred to as “Extraordinary Transactions”):(1) Domestic Over-the-Counter Transactions in same-foreign-bond issues in which sales and purchases
are conducted simultaneously at prices favorable to customers or the third parties, but unfavorable
to the Association Members with the aim of compensating for the customer’s loss or adding to the
profit; provided, however, that the price differential that corresponds to a proper interest based ona difference in the delivery dates and the price differential that corresponds to the differential indelivery terms between the certificate bonds and registered bonds are excluded;11

(2) The transaction with prior promises that an Association Member will repurchase or sell at prices
favorable to customers or cancel the transaction when it sells to or purchases from the customers
Foreign Bonds; provided, however, that Gensaki Transactions are excluded; or(3) A transaction with prior promises in collusion with a third party that the customer will be sure togain profits by selling to or purchasing from the third party Foreign Bonds when an Association
Member sells to or purchases from the customers the Foreign Bonds.
2.

An Association Member must, when a short-term transaction conducted with a customer has produced
a substantial amount of profits for the customer, be mindful of the possibility that such a transaction
may fall under an Extraordinary Transaction, and must endeavor to strengthen further internal
administration of matters concerning the contract with the customer, confirmation of such a contract,keeping of records, etc.

3.

“Short-term” transactions prescribed in the preceding Paragraph shall mean the transactions in which
the number of business day(s) between sale date and purchase date are not exceeding two (2) days on
the contract and delivery basis respectively.

4.

“A substantial amount of returns” in Paragraph 2, shall mean returns generated by the transactions tocustomer of an amount not less than one percent of the par face value.

(Preparing and Keeping of Transaction Records and Keeping and Maintaining of Internal Market
Price)
Article 14 When an Association Member has conducted Domestic Over-the-Counter Transaction of
Foreign Shares, etc., Foreign Share Option Certificates, Foreign Investment Equity Subscription Right
Certificates, and Foreign Bonds, it must properly manage by immediately preparing an order slip andother related documents that state such matters as the contracting time, and shall keep and maintainthose document in a proper manner.
2.

An Association Member shall keep and maintain Internal Market Price on a daily basis; provided,
however, that, if Internal Market Price is calculated in accordance with a certain rule, it is enough forthem to keep and maintain the basis for such rule.

3.

In the event that an Association Member conducts a transaction in an issue which falls under Article
11, Paragraph 3, such Association Member must retain (i) the quotations of Foreign Shares, etc.,
Foreign Share Option Certificates, Foreign Investment Equity Subscription Right Certificates, orForeign Bonds related to such transaction which are acquired through a market information service, (ii)the price or quotations of such Foreign Shares, etc., Foreign Share Option Certificates, Foreign
Investment Equity Subscription Right Certificates, or Foreign Bonds at their principal trading markets,
and/or other information which was referred to conduct the transaction.

CHAPTER III. SALE, ETC. OF FOREIGN INVESTMENT TRUST SECURITIES(Eligible Securities)
Article 15 Foreign Investment Trust Securities for which an Association Member may solicit (excluding
secondary distribution of Foreign Securities) to customers (excluding Qualified Institutional Investors)
must be the ones confirmed by the Association Member to meet all of the criteria set forth in each of
the following Items and not to have any issue in view of investor protection:(1) Securities of a trust which was established pursuant to the laws and regulations of a country or
region which satisfies the following qualifications:(a) A country or region that has laws and regulations on a system concerning Foreign
Investment Trust Securities;
12(b) A country or region that has laws and regulations on disclosure concerning Foreign
Investment Trust Securities;(c) A country or region that has an authority or similar organization that supervises an issuerof Foreign Investment Trust Securities; and(d) A country or region where the purchase price, sales price, fruits, etc. of or resulting from
Foreign Investment Trust Securities can be transmitted or received through remittance.
(2) In the case of handling of public offering or secondary distribution, Securities shall meet the“selection criteria” prescribed in the next Articles or Article 17:(Selection Criteria of Foreign Investment Trust Beneficiary Certificates)
Article 16 The selection criteria of Foreign Investment Trust Beneficiary Certificates (limited to openend types and excluding Foreign ETF; the same shall apply hereinafter in this Article) shall be set forthin each of the following Items:(1) Amount of Minimum Net Asset Value:(a) Net asset value of the Foreign Investment Trust shall be 100 million yen or more (Foreign
currencies shall be converted into yen at the basic exchange rate announced by Bank of Japanor a rate similar thereto. The same shall apply in this Article and the following Article.); and(b) Net asset value of the administration company (issuer of the beneficiary certificate) shall be
50 million yen or more.
(2) Designation of Safekeeping Place:
The businesses concerning the safekeeping of assets shall be consigned to a bank or trust company.
(3) Appointment of Agent in Japan:
An agent of the administration company (an individual or a corporation which is authorized by theadministration company to conduct any judicial or extrajudicial act in Japan; the same shall apply
hereafter) shall be established in Japan. In such cases, the post of the said agent is not precluded
from being held concurrently by an Agent Association Member prescribed in Item 5 (anAssociation Member who is the designated company for Foreign Investment Trust Securities(limited to those confirmed by the Association Member that it meets the selection criteria) and who
is responsible for conducting the business prescribed in Article 21 in Japan on behalf of an issuerof the Foreign Investment Trust Securities under the agreement with the issuer or a local
underwriter of the Foreign Investment Trust Securities; the same shall apply hereinafter).
(4) Jurisdiction:
Any lawsuit related to transactions in Foreign Investment Trust Beneficiary Certificates acquiredby a Japanese investor shall be clearly subject to the jurisdiction of Japan.
(5) Establishment of Agent Association Member:
The Agent Association Member shall be established in Japan.
(6) Limitation on Short Selling:
The total Market Price of the securities sold short shall not exceed the net asset value.
(7) Limitation on Borrowing:(a) For Foreign Investment Trust Beneficiary Certificates other than Foreign Real Estate
Investment Trust Beneficiary Certificates, the amount of borrowing shall not exceed 10% of
the net asset value; provided, however, that this shall not apply if such amount temporarily
13

exceeds 10% for a reason such as merger;(b) Concerning Foreign Real Estate Investment Trust Beneficiary Certificates, when borrowing
is necessary due to asset management, etc., care should be taken regarding the soundness of
the investment trust assets.
(8) Limitation on Derivative Transactions, etc.:
Concerning Foreign Investment Trust Beneficiary Certificates (excluding Foreign Real Estate
Investment Trust Beneficiary Certificates; the same shall apply in the following Item), if theamount calculated in advance with a reasonable method by an administration company or amanagement company as the amount that is equivalent to risks that possibly arise as a result ofchanges of interest rate, exchange rate, quotation in the financial instruments markets, and otherindicators or other reasons exceeds the amount of net assets, derivative transactions, etc.
(derivative transactions prescribed in Article 2, Paragraph 20 of the FIEA (including transactionsof Share Option Certificates, Foreign Share Option Certificates, Investment Equity Subscription
Right Certificates, or Foreign Investment Equity Subscription Right Certificates, or securities orcertificates that represent options prescribed in Article 2, Paragraph 1, Item 19 of the FIEA, sales
or purchase of Bonds with Options Rights, and transaction of commodity investment, etc. (thoseprescribed in Article 3, Item 10 of the Enforcement Order of the Act on Investment Trust andInvestment Corporations)); the same shall apply hereinafter) shall not be conducted.
(9) Managing Credit Risk:
Concerning Foreign Investment Trust Beneficiary Certificates, it is not allowed to conduct atransaction that is against a reasonable method pre-determined by an administration company or amanagement company for properly managing the credit risk (a risk possibly generated by a default
by a counterparty or other reasons in respect of holding securities and other assets; the same shallapply hereinafter).
(10) Limitation on Acquisition of Shares of Same Issuing Company:
More than 50% of the total number of voting rights (with the meaning of voting rights prescribedin Article 9, Item 1 of the Investment Trust Act; the same shall apply hereinafter) of a single issuing
company shall not be owned by a Foreign Investment Trust through Foreign Investment Trust
Beneficiary Certificates managed by an administration company. In such cases, percentage may be
calculated based upon either the price of such shares at the time of acquisition or the market valueof such shares. (The same shall apply in this Article and the following Article.)(11) Maintaining Price Transparency:
For privately offered share, non-listed share, and real estate, etc., with less liquidity, there shall bea system in place to maintain price transparency; provided, however, that it shall not apply to thefunds that clearly stated policy of not investing more than 15% in less-liquid assets.
(12) Prohibition of Improper Transaction:
The administration company shall be forbidden to conduct transactions for the purpose of its own
benefit or for the benefit of third parties other than beneficiaries of the Foreign Investment Trust
Beneficiary Certificates and other transaction, etc. that compromise the protection of thebeneficiary or hamper the appropriate management of the investment trust assets.
(13) Change in Managers:
A change in the officers of the administration company shall require the approval, etc. of therelevant authorities, investors or trustees.
(14) Clarified Purchase Method:
The method of purchasing the securities sold back by investors shall be clarified in the country
where the Foreign Investment Trust Beneficiary Certificates are established.
(15) Disclosure to Investors:
Details of Foreign Investment Trust Beneficiary Certificates shall be disclosed to the investors and14

relevant authorities in the country where the Foreign Investment Trust Beneficiary Certificates are
established; provided, however, that this shall not apply in the event that the disclosure is conductedpursuant to the FIEA.
(16) Audit Certificate:
Financial statements of Foreign Investment Trust Beneficiary Certificates shall be audited by anindependent auditor.
2.

Notwithstanding the provisions in the preceding Paragraph, selection criteria of Foreign Investment
Trust Beneficiary Certificates that are managed based on the framework of the Asia Region Funds
Passport (hereinafter referred to as the “ARFP”) shall be set forth in each of the following Items:(1) Conformity to the ARFP Rules:
The requirements prescribed in the framework of the ARFP (hereinafter referred to as the “ARFP
Rules”) shall be met.
(2) Appointment of Agent in Japan:
An agent of the administration company shall be established in Japan. In such case, the post of thesaid agent is not precluded from being held concurrently by an Agent Association Member.
(3) Jurisdiction:
Any lawsuit related to transactions in Foreign Investment Trust Beneficiary Certificates acquiredby a Japanese investor shall be clearly subject to the jurisdiction of Japan.
(4) Establishment of Agent Association Member:
The Agent Association Member shall be established in Japan.
(5) Prohibition of Improper Transaction:
The administration company shall be forbidden to conduct transactions for the purpose of its own
benefit or for the benefit of third parties other than the beneficiary of the Foreign Investment Trust
Beneficiary Certificates and other transaction, etc. that compromise the protection of thebeneficiary or hamper the appropriate management of the investment trust assets.
(6) Change in Managers:
A change in the officers of the administration company shall require the approval, etc. of therelevant authorities, investors, or trustees.

(Selection Criteria of Foreign Investment Securities)
Article 17 The selection criteria of Foreign Investment Securities (limited to open-end Foreign Investment
Securities and excluding Foreign ETF; the same shall apply in this Article) shall be as set forth in eachof the following Items:(1) Amount of Minimum Net Assets:(a) Net asset value held by the foreign Investment Corporation shall be 100 million yen or more;(b) Net asset value of the management company shall be 50 million yen or more.
(2) Designation of Safekeeping Place:
The businesses concerning the safekeeping of assets shall be entrusted to a bank or trust company.
(3) Appointment of Agent in Japan:
An agent of the Foreign Investment Corporation (an individual or a corporation which is authorized
by the Foreign Investment Corporation to conduct any judicial or extrajudicial act in Japan; thesame shall apply hereafter) shall be established in Japan. In such cases, the post of the said agent
is not precluded from being held concurrently by the Agent Association Member.
15

(4) Jurisdiction:
Any lawsuit related to transactions in Foreign Investment Securities acquired by a Japanese
investor shall be clearly subject to the jurisdiction of Japan.
(5) Establishment of Agent Association Member:
The Agent Association Member shall be established in Japan.
(6) Limitation on Derivative Transactions, etc.:
If the amount calculated in advance with a reasonable method by a foreign investment corporation,an administration company, or a management company as the amount that is equivalent to risks
that possibly arise as a result of changes of interest rate, exchange rate, quotation in the financial
instruments markets, and other indicators or other reasons exceeds the amount of net assets,
derivative transactions, etc. shall not be conducted.
(7) Managing Credit Risk:
It is not allowed to conduct a transaction that is against a reasonable method pre-determined by aforeign investment corporation, an administration company, or a management company forproperly managing the credit risk.
(8) Limitation on Acquisition of Shares of Same Issuing Company:
More than 50% of the total number of voting rights of a single issuing company shall not be owned
by a foreign Investment Corporation.
(9) Prohibition of Acquisition of Own Securities:
The Foreign Investment Corporation shall not acquire the Foreign Investment Securities issued byitself.
(10) Prohibition of Improper Transactions:
The management company shall be forbidden to conduct transactions for the purpose of its own
benefit or for the benefit of third parties and other transaction, etc. that compromise the protectionof the investors or hamper the appropriate management of the assets of a Foreign Investment
Corporation.
(11) Change in Managers:
A change in the officers of the Foreign Investment Corporation shall require the approval, etc. of
the relevant authorities, investors or trustees.
(12) Clarified Purchase Method:
The method of purchasing the securities sold back by investors shall be clarified in the country
where Foreign Investment Securities are established.
(13) Disclosure to Investors:
Details of Foreign Investment Securities shall be disclosed to the investors and relevant authorities
in the country where Foreign Investment Securities are established; provided, however, that thisshall not apply in the event that the disclosure is conducted pursuant to the FIEA.
(14) Audit Certificate:
Financial statements of Foreign Investment Securities shall be audited by an independent auditor.
2.

Notwithstanding the provisions in the preceding Paragraph, selection criteria of Foreign Investment
Securities that are managed based on the framework of the ARFP shall be set forth in each of thefollowing Items:(1) Conformity to the ARFP Rules:
The ARFP Rules shall be met.

16

(2) Appointment of Agent in Japan:
An agent of the Foreign Investment Corporation shall be established in Japan. In such case, thepost of the said agent is not precluded from being held concurrently by an Agent Association
Member.
(3) Jurisdiction:
Any lawsuit related to transactions in Foreign Investment Securities acquired by a Japanese
investor shall be clearly subject to the jurisdiction of Japan.
(4) Establishment of Agent Association Member:
The Agent Association Member shall be established in Japan.
(5) Prohibition of Acquiring Own Securities:
The Foreign Investment Corporation shall not acquire the Foreign Investment Securities issued byitself.
(6) Prohibition of Improper Transaction:
The management company shall be forbidden to conduct transactions for the purpose of its own
benefit or for the benefit of third parties and other transactions, etc. that compromise the protectionof the investors or hamper the appropriate management of assets of the Foreign Investment
Corporation.
(7) Change in Managers:
A change in the officers of the Foreign Investment Corporation shall require the approval, etc. of
the relevant authorities, investors, or trustees.
(Notification, Etc. of Commencement of Sale)
Article 18 An Agent Association Member must submit to the Association a “Statement of Notification of
Dealing in Foreign Investment Trust Securities” prepared in the form provided by the Association, a“Confirmation Letter” that relates to the conformity to the selection criteria, a copy of the contract
related to the Agent Association Member, and other documents deemed necessary by the Association.
2.

When an Agent Association Member intends to abolish its agency business (with the meaning of thebusiness prescribed in Article 21 that an Agent Association Member conducts domestically on behalfof an issuer of the Foreign Investment Trust Securities pursuant to an agreement with the issuer of theForeign Investment Trust Securities or a local underwriting company; the same shall apply hereinafter),
it must notify the Association of that effect.

(Obligation to Repurchase)
Article 19 An Association Member must, even when the Foreign Investment Trust Securities havebecome unable to meet the selection criteria, accept an order from a customer for brokerage for the
repurchase or cancellation of the securities.
(Continuation of Agency Business)
Article 20 An Agent Association Member must, in the event that there are no other companies to act asAgent Association Member with respect to the Foreign Investment Trust Securities for which the Agent
Association Member is conducting agency business, must continue the agency business concerned.
(Forwarding, Etc. of Materials)
Article 21 An Agent Association Member must forward a prospectus of the Foreign Investment Trust
Securities for which the Agent Association Member is conducting agency business to an Association
Member who intends to sell the Foreign Investment Trust Securities to a customer or another17

Association Member (hereinafter referred to as “Customer” in this and the following Article).
2.

An Agent Association Member must make public the base prices of the Foreign Investment Trust
Securities for which it is acting as an agent.

3.

An Agent Association Member must forward Financial Statements, etc. to the Association Member
who has sold the Foreign Investment Trust Securities to the Customer.

4.

An Agent Association Member must, when the Foreign Investment Trust Securities for which it isacting as an agent have become unable to meet the selection criteria, immediately report the Association
to that effect, and must notify the Association Members who have sold the Foreign Investment Trust
Securities concerned to Customer.

(Disclosure of Materials)
Article 22 An Association Member who has sold Foreign Investment Trust Securities to a Customer must
forward to the Customer the Financial Statements, etc.; provided, however, that this shall not apply
when the issuer of Foreign Investment Trust Securities sends the Financial Statements, etc. to theCustomer or when the Financial Statements, etc. are provided to the Customer, by any of the methods
prescribed in Article 48, Paragraph 1, either by the Agent Association Member for the Foreign
Investment Trust Securities or by another Association Member who has sold the Foreign Investment
Trust Securities to the Customer.
2.

Notwithstanding the provisions of the preceding Paragraph, when an Agent Association Member has
published a summarized version of the Financial Statement, etc. of Foreign Investment Securities indaily newspapers which deal mainly with current affairs, the Agent Association Member may dispensewith delivering such a Financial Statement, etc. to Customer, unless the Customer has requested it.

3.

An Association Member must, when the Foreign Investment Trust Securities sold by it to Customer
have become unable to meet the selection criteria, notify the Customer concerned to that effect without
delay.

(Restriction Concerning Advertising, Etc.)
Article 23 When an issuer, etc. of Foreign Investment Trust Securities has conducted advertising oroffered premiums in Japan in violation of the “Rules Concerning Representation of Advertising, Etc.
and Offer of Premiums” established by the Association, an Association Member must not conduct thesale, etc. of such Foreign Investment Trust Securities.

CHAPTER IV. UNDERWRITING, ETC. OF PUBLIC OFFERING OF FOREIGNSHARES, ETC. IN JAPAN(Eligible Securities)
Article 24 Foreign Shares, etc. which an Association Member may conduct Underwriting, etc. of Public
Offering in Japan (excluding the Foreign Preferred Subscription Securities prescribed in FSA
Notification No. 19 dated on March 27, 2006 and similar ones; the same shall apply in this Chapter)shall be limited to the securities set forth below:(1) Securities traded or scheduled to be traded on the Eligible Foreign Financial Instruments Market;
and(2) Securities traded or scheduled to be traded on a Financial Instruments Exchange Market in Japan.
(Special Notes in Underwriting, Etc.)

18

Article 25 An Association Member shall conduct Underwriting, etc. of Public Offering in Japan of
Foreign Shares, etc. by sufficiently paying attention to the earning performance of the issuer, trends inshare prices or liquidity at Financial Instruments Markets in its home country, etc., or other mattersdeemed to be important in view of investor protection.
(Smooth Conclusion, Etc. of Sale and purchase)
Article 26 An Association Member who conducts Underwriting, etc. of Public Offering in Japan of
Foreign Shares, etc. which are not listed on a Financial Instruments Exchange Market in Japan shallendeavor to smoothly execute sell or purchase orders of customers through Foreign Transactions or
Domestic Over-the-Counter Transactions.
(Notification, Etc. of Underwriting, Etc. of Domestic Public Offering)
Article 27 In cases where an Association Member does Underwriting, etc. of Public Offering in Japan of
Foreign Shares, etc. that are not listed in a domestic Financial Instruments Exchange Market, theAssociation Member must file in advance the “Statement of Notification of Underwriting, etc. of Public
Offering in Japan of Foreign Shares, etc.” that is prepared in the form provided by the Association andother documents deemed necessary by the Association.
2.

When any content included in the Statement of Notification of Underwriting, etc. of Public Offering inJapan of Foreign Shares, etc. submitted to the Association pursuant to Paragraph 1 is changed, an
Association Member must immediately submit such change in writing to the Association.

3.

Submission of documents to the Association and notification in writing prescribed in the preceding two
Paragraphs may be done by the Representative Association Member (one representing Association
Member if there are two or more Association Members who conduct Underwriting, etc. of Public
Offering in Japan of Foreign Shares, etc.). The same shall apply to the submission of documents
prescribed in the following Article, Paragraph 2 and notification in writing prescribed in the same
Article, Paragraph 3, Item 4 and the same Article, Paragraph 4.

(Provision, Etc. of Materials, Etc.)
Article 28 An Association Member must immediately receive from the issuer (including the agent inJapan) materials that are published by the issuer and useful for the investment decision by an investor
and other materials or information that is deemed especially necessary by the Association (referred toas “Materials, etc.” in this Article) and must provide them to a customer as well as make them available
to the public in accordance with the provisions prescribed in Article 6, Paragraph 1 and 2; provided,
however, this provision does not apply if Materials, etc. published by the issuer can easily be acquiredin Japan on a continuous basis by use of the Internet or other means.
2.

If an Association Member receives or collects Materials, etc. from the issuer as prescribed in thepreceding Paragraph, it must ensure the certainty of receipt of the Materials, etc. by executing a contract
with the issuer, and also submit a copy of such contract and a document describing the businessprocedures of collecting information (hereinafter referred to as the “Operating Procedures ofCollecting Information”) to the Association in advance.

3.

The Operating Procedures of Collecting Information shall describe the following matters and an
Association Member shall comply with it:(1) How to collect information;(2) How to make Materials, etc. available to the public;(3) When a situation arises where it is difficult to receive or collect the Materials, etc. from the issuer
immediately, an Association Member shall immediately collect the Materials, etc. on the issuer thatare disclosed by such issuer through main Eligible Foreign Financial Instruments Market, a19competent authority which supervises such main Eligible Foreign Financial Instruments Market, ora self-regulatory organization similar to the Association, provide customers with them, and makethem available to the public; and(4) When a situation arises where it is difficult to receive or collect the Materials, etc. from the issuer
immediately, or when such situation is resolved, an Association Member shall immediately report
it to the Association in writing and make it available to the public.
4.

When any content included in the copy of the contract, etc. or the Operating Procedures of Collecting
Information submitted to the Association pursuant to Paragraph 2 is changed, an Association Member
must immediately report it to the Association in writing.

(Public Announcement of Issuer’s Name, Etc. of Foreign Shares Etc.)
Article 29 The Association shall disclose the matters set forth below among matters that are submitted by
the Association Member pursuant to Article 27, Paragraph 1, Article 27, Paragraph 2, Article 28,
Paragraph 2, and Article 28, Paragraph 4:(1) Name of issuer;(2) Name of the main Eligible Foreign Financial Instruments Market; and(3) How to make the Materials, etc. available to the public when the Materials, etc. are received orcollected from the issuer pursuant to the provision of Article 28, Paragraph 1.
(Dealing in Case the Continuous Disclosure Obligation Does Not Apply)
Article 30 In cases where the submission obligation of continuous disclosure document under the FIEA
does not apply to an issuer, or in case the Foreign Share, etc. prescribed in Article 27, Paragraph 1 islisted on a domestic Financial Instruments Exchange Market or meets either of the following conditions
or other appropriate conditions that are deemed appropriate by the Association, the Association may
cease to apply the treatment prescribed from Article 27 to the preceding Article:(1) The Foreign Shares, etc. is de-listed on an Eligible Foreign Financial Instruments Market in its homecountry;(2) The circumstance of the liquidity of Foreign Shares, etc. is considered to be getting extremely worse
in an Eligible Foreign Financial Instruments Market in its home country;(3) The issuer determines to restrict the transfer of the Foreign Shares, etc.; or(4) The issuer changes organization structure such as company.

CHAPTER V. FOREIGN STOCK MARGIN TRANSACTIONS(Scope of Relevant Foreign Shares, etc.)
Article 31 Foreign Shares, etc. handled by Regular Members in Foreign Stock Margin Transactions shallbe limited to those listed on an Eligible Foreign Financial Instruments Market located in the UnitedStates of America (hereinafter referred to as “Relevant Foreign Shares, etc.” in this Article).
2.

A Regular Member shall not conduct Foreign Stock Margin Transactions that concern securities otherthan Relevant Foreign Shares, etc.

3.

In conducting a Foreign Stock Margin Transaction with a customer, a Regular Member shall establish

20

the criteria for selecting issues to be handled and the criteria for prohibiting acceptance of new orders,and shall publicize such criteria.
4.

A Regular Member shall provide customers with information on issues that it has selected based on thecriteria set forth in the preceding Paragraph.

5.

A Regular Member must establish the criteria, set forth in Paragraph 3, based on the “Guidelines for
Issue Selection, etc.” separately established by the Association.

(Agreement and Consent for Opening a Foreign Stock Margin Transaction Account, etc.)
Article 32 In conducting a Foreign Stock Margin Transaction with a customer, a Regular Member must
accept the “Agreement and Consent for Opening a Foreign Stock Margin Transaction Account” fromthe customer and must set up a “Foreign Stock Margin Transaction Account.”
2.

The following matters must be included and specified in the “Agreement and Consent for Opening a
Foreign Stock Margin Transaction Account” referred to in the preceding Paragraph:(1) Processing with the Foreign Stock Margin Transaction Account;(2) Scope of substitute securities for margin;(3) Separate management of margin (including handling of substitute securities);(4) Handling of purchased securities and sales proceeds;(5) Modification of terms of payment;(6) Processing of dividends from surplus or rights to receive shares granted by share split;(7) Forfeiture of benefit of time;(8) Processing of Foreign Stock Margin Transactions in the event of forfeiture of benefit of time;(9) Processing of margin, etc.;(10) Netting calculation;(11) Order of appropriation of payments, etc.;(12) Payment of late charges;(13) Measures, etc. to be taken in the case where a Regular Member is a financial instruments business
operator that is the subject of a notice, prescribed in Article 79-54 of the FIEA or a distressedfinancial instruments business operator, prescribed in Article 79-55, Paragraph 2 of the FIEA;(14) Prohibition of assignment of claims, etc.;(15) Interest and other considerations for margin;(16) Applicable laws and jurisdiction; and(17) Other matters that the Regular Member deems necessary.

21

(Acceptance of Margin for Foreign Stock Margin Transactions)
Article 33 When a sale or purchase of a Foreign Stock Margin Transaction (excluding reverse trades madefor the purpose of clearing such Foreign Stock Margin Transaction) is conducted, a Regular Member
shall accept an amount not less than the amounts set forth in the following items as margin from thecustomer by the date and time designated by the Regular Member on the third business day from thecontract date.
(1) Where there is no margin deposited (meaning the margin already accepted; the same shall apply
hereinafter) for the customer’s Foreign Stock Margin Transaction at the time of acceptance:
Amount obtained by multiplying the agreed price of the Foreign Stock Margin Transaction by
50/100 (hereinafter referred to as “Normal Minimum Amount”); provided, however, that if thesaid amount is less than the amount in United States of America Dollar currency (hereinafterreferred to as “U.S. Dollar currency”) specified by the Regular Member as an amount equivalent
to 300,000 Japanese yen or more (hereinafter referred to as the “Minimum Margin Amount”), thesaid Minimum Margin Amount shall apply; or(2) Where there is a margin deposited pertaining to the customer’s Foreign Stock Margin Transaction
at the time of acceptance:(a) When the sum of the Normal Minimum Amount for the Foreign Stock Margin Transaction
and the total amount of the margin deposited for the Foreign Stock Margin Transaction fromthe customer is equal to or more than the Minimum Margin Amount, the Normal Minimum
Amount for the said Foreign Stock Margin Transaction shall apply; or(b) When the sum of the Normal Minimum Amount for the Foreign Stock Margin Transaction
and the total amount of the margin deposited for the Foreign Stock Margin Transaction fromthe customer is less than the Minimum Margin Amount, the difference shall be added to theNormal Minimum Amount for the said Foreign Stock Margin Transaction.
(Types, etc. of Money to be Received as Margin)
Article 34 The money that a Regular Member may accept from a customer as margin for the Foreign
Stock Margin Transaction shall be in U.S. Dollar currency or Japanese yen currency; provided,
however, that in the case of acceptance in Japanese yen, such amount shall be the amount converted
into U.S. Dollar currency at the foreign exchange rate specified by the Regular Member and multipliedby 95/100.
(Substitute Securities as Margin for Margin Transactions)
Article 35 A Regular Member may substitute securities as margin for Foreign Stock Margin Transactions.
2.

The types of securities referred to in the preceding Paragraph shall be those listed in the following
items, and the price of substitution upon acceptance thereof shall be an amount not exceeding theamount obtained by multiplying the market value (meaning the market value of securities specified in
the following Paragraph; provided, however, that if there is a market value as of the date, the use of themarket value as of the date shall not be precluded) on the previous day by the rate specified in therelevant item (in the case of securities denominated in Japanese yen, the amount converted into U.S.
Dollar currency at the foreign exchange rate specified by the Regular Member):(1) Share certificates listed on a Financial Instruments Exchange Market in Japan (meaning sharecertificates prescribed in Article 2, Paragraph 1, Item 9 of the FIEA, investment securitiesprescribed in Item 6 of the same Paragraph, preferred equity investment certificates prescribed in
Item 7 of the same Paragraph, issued by a domestic corporation, Foreign Shares, etc., beneficiary

22certificates of beneficiary certificate-issuing trusts prescribed in Item 14 of the same Paragraph,and beneficiary certificates of foreign beneficiary certificate-issuing trusts (meaning the securitiesprescribed in Item 17 of the same Paragraph that have the nature of securities prescribed in Item
14 of the same Paragraph); the same shall apply hereinafter in this Article): 70/100(2) National government bonds(meaning national government bonds prescribed in Article 2,
Paragraph 1, Item 1 of the FIEA): 85/100(3) Municipal bonds(meaning municipal bonds prescribed in Article 2, Paragraph 1, Item 2 of the
FIEA, limited to those issued upon which the original underwriting contract was concluded by a
Financial Instruments Business Operator (meaning the financial instruments business operator
prescribed in Article 2, Paragraph 9 of the FIEA; the same shall apply hereinafter) that engages insecurities services (meaning the securities services prescribed in Article 28, Paragraph 8 of the
FIEA; the same shall apply hereinafter)): 75/100(4) Bonds issued by a juridical person under a special act (securities prescribed in Article 2, Paragraph
1, Item 3 of the FIEA):(a) Those for which the government guarantees the redemption of principal and the payment ofinterest: 80/100; or(b) Other: 75/100(5) Corporate bond certificates (meaning the corporate bond certificates prescribed in Article 2,
Paragraph 1, Item 5 of the FIEA, excluding those that are corporate bond certificates with shareoptions or exchangeable corporate bond certificates (securities prescribed in Article 2, Paragraph
1, Item 5 of the FIEA or securities prescribed in Item 17 of the same Paragraph that have the natureof securities prescribed in Item 5 of the same Paragraph (hereinafter referred to as “Corporate
Bond Certificates” in this item) and that are, upon the request from the holder of the Corporate
Bond Certificates, redeemed by the shares of a specific company that is not the issuer; the same
shall apply hereinafter); the same shall apply hereinafter) listed on a Financial Instruments
Exchange Market in Japan, or Corporate Bond Certificates issued by a non-foreign corporation
whose shares are listed on a Financial Instruments Exchange Market in Japan (limited to thoseissued upon which the original underwriting contract was concluded by a Financial Instruments
Business Operator that engages in securities services): 75/100(6) Corporate bond certificates with share options listed on a Financial Instruments Exchange Market
in Japan or corporate bond certificates with share options issued by a non-foreign corporation
whose shares are listed on a Financial Instruments Exchange Market in Japan (limited to thoseissued upon which the original underwriting contract was concluded by a financial instruments
business operator that engages in securities services): 70/100(7) Exchangeable corporate bond certificates listed on a Financial Instruments Exchange Market in
Japan (limited to those issued upon which the original underwriting contract was concluded by a
Financial Instruments Business Operator that engages in securities services): 70/100(8) Foreign government bonds listed on a Financial Instruments Exchange Market in Japan (securitiesprescribed in Article 2, Paragraph 1, Item 17 of the FIEA that have the nature of securitiesprescribed in Item 1 of the same Paragraph): 75/100(9) Foreign municipal bonds listed on a Financial Instruments Exchange Market in Japan (securitiesprescribed in Article 2, Paragraph 1, Item 17 of the FIEA that have the nature of securitiesprescribed in Item 2 of the same Paragraph): 75/100

23

(10) Yen-denominated bonds issued by International Bank for Reconstruction and Development :80/100(11) Yen-denominated bonds issued by Asian Development Bank: 80/100(12) Yen-denominated foreign bond certificates issued by a foreign corporation excluding the issuer ofbond certificates set forth in the preceding four items (limited to those listed on a Financial
Instruments Exchange Market in Japan): 75/100(13) Investment trust beneficiary certificates and investment securities (limited to those listed on a
Financial Instruments Exchange Market in Japan and those for which the market value as of theprevious day is publicized by the Investment Trusts Association, Japan):(a) Beneficiary certificates of public bond investment trusts: 75/100; or(b) Other: 70/100(14) Foreign Shares, etc., beneficiary certificates of foreign beneficiary certificate-issuing trusts, andETNs (meaning securities issued by a foreign corporation in a foreign country that have the natureof securities prescribed in Article 2, Paragraph 1, Item 5 of the FIEA and whose redemption value
is linked to a specific index (quotations and other indicators on a Financial Instruments Market);the same shall apply hereinafter) listed on an Eligible Foreign Financial Instruments Market
located in the United States of America: 60/100 (or 70/100, if the current market price is the latest)
3.

The market value of securities shall be as specified in the following items according to the category of
securities listed in the respective items:(1) The share certificates prescribed in Item 1 of the preceding Paragraph, corporate bond certificateswith share options set forth in Item 6 of the same Paragraph, exchangeable corporate bondcertificates prescribed in Item 7 of the same Paragraph, and investment trust beneficiary
certificates and investment securities prescribed in Item 13 of the same Paragraph that are listed
on a Financial Instruments Exchange Market in Japan:
Closing price on a Financial Instruments Exchange Market in Japan (when quotation is made on
the Financial Instruments Exchange Market in Japan, the said closing quotation price shall apply)(2) Investment trust beneficiary certificates and investment securities prescribed in Item 13 of thepreceding Paragraph for which the Investment Trusts Association, Japan publicizes the market
value as of the immediately preceding day:Market value publicized by the Investment Trusts Association, Japan(3) Securities other than those listed in the preceding two items for which the Association publicizes
the reference statistical prices (yields) for over-the-counter bond transactions:Average value of the reference statistical prices (yields) for over-the-counter bond transactions
publicized by the Association (for inflation-indexed government bonds (meaning inflationindexed government bonds prescribed in Article 1 of the Ministerial Ordinance on the Handlingof Inflation-indexed Government Bonds (Ordinance of the Ministry of Finance No. 7 of 2004)),
the value obtained by multiplying the average value by the indexation coefficient published by the
Ministry of Finance shall apply)(4) Securities other than those listed in the preceding items that are listed on a Financial Instruments
Exchange Market in Japan:
Closing price on a Financial Instruments Exchange Market in Japan (when quotation is made on
the Financial Instruments Exchange Market in Japan, the said closing quotation price shall apply)24

(5) Foreign Shares, etc., beneficiary certificates of foreign beneficiary certificate-issuing trusts, andETNs prescribed in Item 14 of the preceding Paragraph:
Closing price or quotation rate on an Eligible Foreign Financial Instruments Market located in the
United States of America (the price shall be converted into Japanese yen at the foreign exchange
rate specified by the trading participant)(Loan of Securities or Money from Foreign Stock Margin Transaction and Due Date)
Article 36 For sales through Foreign Stock Margin Transactions, a Regular Member shall lend the soldsecurities on the delivery date of the said sale with the sales proceeds and margin as collateral. For
purchase through Foreign Stock Margin Transactions, a Regular Member shall lend money equivalent
to the full amount of said purchase contract price on the delivery date of the said purchase with thepurchased securities and margin as collateral.
2.

The due date of the loan of securities sold or purchase price from a Foreign Stock Margin Transaction
shall be the business day following the date of loan, and if no request for payment is made by thecustomer by three business days prior to the due date, the Regular Member shall defer the due datesequentially to the following business day; provided, however, that a Regular Member may specify the
maximum amount that may be deferred.

(Withdrawal, etc. of Margin Deposited)
Article 37 A Regular Member may have money or securities received from a customer as margin for a
Foreign Stock Margin Transaction withdrawn to the extent corresponding to the amount calculated bydeducting the amount set forth in Item 2 from the amount set forth in Item 1.
(1) The total amount of the margin deposited pertaining to the customer’s Foreign Stock Margin
Transaction (limited to those for which the margin for the said Foreign Stock Margin Transaction
has been deposited; the same shall apply in Item 1 (a) and Item 2 (a) of the following Paragraph,and Paragraph 3, Item 1)(2) The amount obtained by multiplying the agreed price of all securities for the Foreign Stock Margin
Transaction referred to in the preceding Item (excluding those for which a reverse trade has been
made and those for which money or securities necessary for settlement has been delivered bymeans other than a reverse trade; the same shall apply in Item 1 (b) and Item 2 (b) of the following
Paragraph, Paragraph 3, Item 2, and Paragraph 4) by 50/100 (if the amount is less than the
Minimum Margin Amount (except when it is zero), the Minimum Margin Amount shall apply)2.

In addition to the withdrawal set forth in the preceding Paragraph, a Regular Member may have moneyor securities received from a customer as margin for a Foreign Stock Margin Transaction withdrawn,
limited to the following cases:(1) Clearing a portion of an outstanding account (limited to cases where the amount is to be withdrawn
to the extent corresponding to the amount calculated by deducting the amount specified in (b) fromthe amount specified in (a))(a) The total amount of margin deposited for the customer’s Foreign Stock Margin Transaction(b) The amount calculated by multiplying the agreed price of all securities for the Foreign Stock
Margin Transaction referred to in (a) (excluding those related to the outstanding account tobe settled) by 50/100 (if the amount thus calculated is less than the Minimum CollateralAmount, the Minimum Collateral Amount shall apply)(2) Clearing a portion of an outstanding account (excluding clearing by means of a reversing trade)25

on the condition that all of the securities purchased or money equivalent to the sales price of
securities sold through the Foreign Stock Margin Transaction related to the outstanding accountto be settled are deposited as a margin deposited for the Foreign Stock Margin Transaction (limited
to cases where the amount specified in (a) is equal to or greater than the amount specified in (b)after the deposit thereof)(a) The total amount of margin deposited for the customer’s Foreign Stock Margin Transaction(b) The amount calculated by multiplying the agreed price of all securities for the Foreign Stock
Margin Transaction referred to in (a) by 50/100 (if the amount thus calculated is less than the
Minimum Margin Amount, the Minimum Margin Amount shall apply)(3) Clearing the entirety of the outstanding account(4) All or part of the said money or securities is to be replaced
3.

When a Regular Member conducts a new Foreign Stock Margin Transaction for the customer, theRegular Member may appropriate the money or securities received from the customer as a margindeposit for the Foreign Stock Margin Transaction to the amount of money to be received as margin for
the new Foreign Stock Margin Transaction pursuant to the provision of Article 4 within the extent
corresponding to the amount calculated by deducting the sum of the amounts set forth in Items 2 and 3
from the amount set forth in Item 1.
(1) The total amount of margin deposited for the customer’s Foreign Stock Margin Transaction(2) The amount calculated by multiplying the agreed price of all securities for the Foreign Stock
Margin Transaction referred to in the preceding item by 50/100(3) When the sum of the amount of money to be deposited and the amount set forth in the preceding
Item is less than the Minimum Margin Amount, the amount equivalent to the difference between
said sum and the amount of the Minimum Margin Amount4.

The agreed price referred to in Paragraph 1, Item 2, Paragraph 2, Item 1 (b) and Item 2 (b), Item 2 ofthe preceding Paragraph, and Paragraph 3 of the following Article shall be the price after deducting thevalue of the rights in cases where there are ex-rights securities among all of the securities for the Foreign
Stock Margin Transaction and the outstanding account is settled by deducting the value of the rightsfrom the sales or purchase price of such securities (the agreed price under Paragraph 1, Item 2,
Paragraph 2, Item 1 (b) and Item 2 (b), and Item 2 of the preceding Paragraph (excluding cases where
the customer subscribes for securities due to such ex-rights and has not received delivery of money
equivalent to the value of rights), as well as the agreed price under Paragraph 3 of the same Article,
include the cases where the customer has promised to conduct such settlement with the Regular
Member).

(Calculation of Margin Deposited for Foreign Stock Margin Transaction)
Article 38 The total amount of the margin deposited prescribed in Article 33, and Paragraph 1, Item 1 ofthe preceding Article, Paragraph 2, Item 1 (a) and Item 2 (a) of the same Article, and Paragraph 3, Item
1 of the same Article shall be calculated by deducting the following amounts. Notwithstanding theabove, the amount set forth in Item 1 for Foreign Stock Margin Transaction concerning the outstanding
account to be settled shall not be deducted from the total amount of the margin deposited prescribed in
Paragraph 2, Item 1 (a) of the preceding Article.
(1) The amount equivalent to the sum of the amount of accounting losses obtained by deducting the
profit from the loss based on fluctuations in the market price of securities for the customer’s

26

Foreign Stock Margin Transaction, the amount of loss due to reverse trade and commission fees,
interest on borrowed money, borrowing and lending fees for borrowed securities and others thatshould be borne by the customer for the customer’s Foreign Stock Margin Transaction (whencalculating the total amount of the margin deposited prescribed in Paragraph 1, Item 1 of thepreceding Article in the event that the customer is required to pay the amount to be borne by thecustomer as a result of the securities sold through the Foreign Stock Margin Transaction being exrights, such amount to be borne shall be excluded);(2) The amount equivalent to the amount of credit extended when credit is extended for the customer’s
Foreign Stock Margin Transaction other than credit extended to the customer in the amount equal
to the agreed price of the securities for the Foreign Stock Margin Transaction; and(3) The amount equivalent to the remaining amount in cases where obligations owed by the customer
to the Regular Member remain after the settlement of the customer’s outstanding account(including debts that have become a new obligation with a Regular Member as borrowed moneyor other debts).
2.

For the calculation of the total amount of the margin deposited prescribed in the preceding Paragraph,the substitute price in the case where all or part of the margin for the customer’s Foreign Stock Margin
Transaction is substituted by securities shall be the amount obtained by multiplying the market valueof the securities (provided, however, that if there is a market price as of the date, the use of the market
price as of the date shall not be precluded) as of the day immediately preceding the calculation date by
the rate prescribed in the relevant item of Article 35, Paragraph 2.

3.

Profit or loss based on fluctuations in the market price of securities for the customer’s Foreign Stock
Margin Transaction as set forth in Paragraph 1 shall be the gain or loss arising from the difference
between the agreed price of the securities and the value appraised at the market value (if there is nomarket value on the previous day, it shall be the market value as of the closest preceding day, and if
there is a market value on that day, the use of the market value on that day shall not be precluded) as ofthe day immediately preceding the calculation date.

4.

If any profit has arisen from a reverse trade, and money equivalent to the profit is to be deposited as amargin from a customer for the Foreign Stock Margin Transaction at the time of settlement of theoutstanding account due to the reverse trade, the total amount of the margin deposited prescribed in
Article 33, and Paragraph 1, Item 1, Paragraph 2, Item 1 (a) and Item 2 (a), and Paragraph 3, Item 1 ofthe preceding Article may be calculated by adding the amount equivalent to the profit.

5.

If the total amount of the margin deposited prescribed in Paragraph 3, Item 1 of the preceding Article
is calculated by adding the amount equivalent to the profit prescribed in the preceding Paragraphpursuant to the provisions of the same Paragraph, the money equivalent to the profit is deemed to bemoney deposited as a margin from the customer for the Foreign Stock Margin Transaction, and theprovision of the said Paragraph shall apply.

6.

Notwithstanding the provisions of Article 34, the commission fees, borrowing and lending fees andother expenses to be paid by the customer in- Japanese yen for the purpose of calculation under thepreceding Paragraphs shall be calculated using the amounts converted into U.S. Dollar currency at theforeign exchange rate specified by the Regular Member.

7.

When a Regular Member intends to have a customer conduct a Foreign Stock Margin Transaction on aholiday in Japan, the Regular Member shall also calculate the margin deposited on that holiday.

(Restrictions on Withdrawal, etc. of Accounting Profit from Foreign Stock Margin Transaction)
Article 39 Even if there is accounting profit from a customer’s Foreign Stock Margin Transaction due to27

fluctuations, etc. in the market price of securities for the Foreign Stock Margin Transaction, a Regular
Member must not deliver money or securities equivalent to the amount of the profit or appropriate thisprofit to the amount of money to be received as margin.
(Additional Acceptance of Margin for Foreign Stock Margin Transactions)
Article 40 If there is accounting loss from a customer’s Foreign Stock Margin Transaction due tofluctuations, etc. in the market price of securities for the Foreign Stock Margin Transaction, a Regular
Member may have the customer add the amount equivalent to the loss as margin to be received by theRegular Member.
(Maintenance of Margin for Foreign Stock Margin Transactions)
Article 41 Each business day, a Regular Member shall calculate the total amount of the margin depositedfor the customer’s Foreign Stock Margin Transaction and the amount obtained by multiplying theagreed price of all securities for the customer’s Foreign Stock Margin Transaction by 30/100.
2.

If, in the preceding Paragraph, the total amount of the margin deposited for the customer’s Foreign
Stock Margin Transaction falls below the amount obtained by multiplying the agreed price of all
securities for the customer’s Foreign Stock Margin Transaction by 30/100, the Regular Member must
additionally recieve the amount necessary to maintain the said amount as margin from the customer by
the date and time designated by the Regular Member on the third business day from the date of thecalculation set forth in the preceding Paragraph; provided, however, that this shall not apply to cases
where the customer has requested repayment of the outstanding account that was the subject of suchcalculation (in the case of means other than a reverse trade, this is limited to cases where the delivery
of money or securities necessary for the settlement has been received).

(Acceptance of Orders for Foreign Stock Margin Transactions, etc.)
Article 42 In taking an order for a Foreign Stock Margin Transaction from a customer, a Regular Member
must receive instructions from the customer to conduct a trade as a Foreign Stock Margin Transaction.
2.

In conducting brokerage for an order for a Foreign Stock Margin Transaction with a Local Brokerage
Securities Services Provider, a Regular Member shall conduct such brokerage in such a way thatenables the Regular Member to distinguish between Foreign Stock Margin Transactions and othertransactions.

(Handling of Ex-Dividend Adjustment Amount, etc.)
Article 43 In the case where a dividend of surplus or any other money is delivered for an issue for which
a Foreign Stock Margin Transaction is conducted, a Regular Member shall collect the amountcalculated in accordance with the “Rights Handling Guidelines” separately established by the
Association from the margin-selling customer (meaning a customer receiving a loan of securities for
the Foreign Stock Margin Transaction) of that issue and pay it to the margin-buying customer for theissue (meaning a customer receiving a loan of money for the Foreign Stock Margin Transaction).
2.

In the case where a Regular Member is granted the right to receive shares or other rights, through share
split, etc., with respect to the issues subject to Foreign Stock Margin Transactions, the Regular Member
shall handle such cases in accordance with the “Rights Handling Guidelines” separately established by
the Association.

(Prevention of Excessive Solicitation, etc.)
Article 44 Regular Members shall refrain from soliciting investment in Foreign Stock Margin28

Transactions (excluding a reverse trade made for the purpose of clearing the said Foreign Stock Margin
Transaction) for individual issues for which cautions or restrictions on trading have been issued by an
Eligible Foreign Financial Instruments Market located in the United States of America, the supervisory
authorities that supervise such Eligible Foreign Financial Instruments Market, or a self-regulatoryorganization equivalent to the Association.
2.

In the case where a Regular Member accepts brokerage of a Foreign Stock Margin Transaction from acustomer for an issue referred to in the preceding Paragraph, the Regular Member must explain to thecustomer that cautions or restrictions on trading have been issued and the details thereof.

3.

A Regular Member shall not engage in the brokerage of Foreign Stock Margin Transactions (excluding
a reverse trade made for the purpose of clearing the said Foreign Stock Margin Transaction) for issues
for which delisting from an Eligible Foreign Financial Instruments Market located in the United Statesof America has been decided.

4.

A Regular Member shall set rules in advance regarding the handling of unexecuted orders for Foreign
Stock Margin Transactions in the case where an Eligible Foreign Financial Instruments Market locatedin the United States of America has suspended trading (including by activation of circuit breakers), andshall explain this to the customer.

(Provision of Materials, etc.)
Article 45 The provisions of the Paragraphs under Article 6 shall apply mutatis mutandis to the issues
subject to Foreign Stock Margin Transactions of customers who engage in Foreign Stock Margin
Transactions.
(Written Notice of Outstanding Balance of Transactions)
Article 46 Each month, a Regular Member shall send a notice on margin transactions to customers who
have an outstanding account for a Foreign Stock Margin Transaction. However, this shall not apply tocases where the customer is another Regular Member or where it is not required to deliver a Report on
Outstanding Balance of Transactions to the customer pursuant to Article 45 of the FIEA or Article 111,
Item 1 of the Cabinet Office Order on Financial Instruments Business, etc. (hereinafter referred to as
the “FIB Cabinet Office Order”).
2.

The written notice prescribed in the preceding Paragraph must state the issue, information as to whether
the issue is sold or purchased, volume, contract price, effective trading date, final payment request due
date (limited to cases where applicable), and the borrowing and lending fee agreed upon with thecustomer. However, in cases where the average of the unit prices of transactions of the same issue on
the same day can be stated in the Report on Outstanding Balance of Transactions pursuant to Article
108, Paragraph 7 of the FIB Cabinet Office Order, the average may be stated as the contract price inthe written notice.

CHAPTER Ⅵ. MISCELLANEOUS PROVISIONS(Report on Status of Transaction, Etc.)
Article 47 An Association Member must make a report to the Association on the status of transactions of,safekeeping of, and, the status of Underwriting, etc. of Public Offering of Foreign Securities in Japan
using the prescribed form.
2.

When an Association Member conducts or has conducted the transaction prescribed in Article 1-7-3,
Item 6 of the FIEA Enforcement Ordinance, the Association Member shall report to the Association

29

the matters set forth in the above Item 6 and each Item of Article 13-3, Paragraph 1 of the Definitions
Ordinance in a pre-defined manner. The matters set forth in the same Paragraph, Item 4 shall beseparately determined by the Association.
3.

When an Association Member has conducted the transaction prescribed in Article 1-8-4, Item 4 of the
FIEA Enforcement Ordinance, the Association Member shall report to the Association the matters set
forth in the above Item 4 and Article 13-7, Paragraph 10 of the Definitions Ordinance in a pre-definedmanner. The matters set forth in the same Paragraph, Item 3 shall be separately determined by the
Association.

4.

The Association shall publicly disclose the result based on the report prescribed in the preceding
Paragraph in a pre-defined manner.

5.

When an Association Member makes or has made secondary distribution of Foreign Securities thatmeet the requirements prescribed in Article 2-12-3, Items 1, 2, and 3 of the FIEA Enforcement
Ordinance (limited to the case where sale and purchase are made continuously), the Association
Member shall report the matters that the Association considers necessary to the Association, in a predefined manner.

6.

The Association shall publicly disclose the result in a pre-defined manner for the purpose ofconfirmation by an Association Member pursuant to Article 13, Item 3 of the Cabinet Office
Ordinance on Provision or Publication of Information on Securities, Etc.

7.

When a Regular Member conducts a Foreign Stock Margin Transaction, the Regular Member must
report to the Association on the trading volume and other matters deemed necessary by the Association
in a prescribed manner.

(Delivery, Etc. of Documents using Electromagnetic Methods)
Article 48 In substitution for the delivery of the following documents, under the provision of the “Rules
Concerning Handling of Documents Delivery, etc. through Electromagnetic Method” (hereinafterreferred to as “ Electric Document Delivery Rules”), Association Members may use methods
employing electronic information processing systems or other information technologies to provide thematters to be recorded in the documents for the customers. In such a case, the Association Members
shall be regarded as having submitted, etc., the following documents:(1) Agreement on foreign securities trading account prescribed in Article 3, Paragraph 2;(2) Notices and materials delivered from the issuer of Foreign Securities prescribed in Article 6,
Paragraph 3 (including when applied mutatis mutandis pursuant to Article 45);
(3) Written explanation on the calculation method, etc. of the trading price prescribed in Article 11,
Paragraph 4;(4) Prospectus of Foreign Investment Trust Securities for which an Association Member is acting as anagent prescribed in Article 21, Paragraph 1;(5) Financial Statements, etc. (excluding the Investment Reports, etc.) related to Foreign Investment
Trust Securities for which an Association Member is acting as an agent prescribed in Article 21,
Paragraph 3;(6) Financial Statements, etc. (excluding the Investment Reports, etc.) of Foreign Investment Trust
Securities prescribed in Article 22, Paragraph 1;(7) Materials, etc. prescribed in Article 28;(8) Written notice prescribed in Article 46.
30

2.

In substitution for the collection of the following documents, under the provision of the ElectricDocument Delivery Rules, Association Members may use methods employing electronic information
processing systems or other information technologies to receive the matters to be recorded in the
documents. In such a case, the Members shall be regarded as having collected, etc. the following
documents:(1) The application for the trading account prescribed in Article 3, Paragraph 3;(2) Documents prescribed in Article 3, Paragraph 9;(3) Agreement and Consent for Opening a Foreign Stock Margin Transaction Account, prescribed in
Article 32.

(Mutatis Mutandis Application to Solicitation for Investment to Professional Investors)
Article 49 When an Association Member engages in solicitation for selling, etc. to Professional Investors
or in private placement (limited to cases set forth in Article 2, Paragraph 3, Item 2 (b) of the FIEA; thesame shall apply hereinafter), or handles solicitation for selling, etc. to Professional Investors, forForeign Shares, Foreign Share Option Certificates, Foreign Corporate Bond Certificates with Share
Options, Foreign Investment Trust Beneficiary Certificates, Foreign Investment Securities, or Foreign
Investment Equity Subscription Right Certificates that are not listed on a Financial Instruments
Exchange Market in Japan, the provisions of Articles 3 through 17 (excluding Article 3, Paragraph 2,
Article 6, Paragraph 3, Article 7, Paragraph 3, and Article 12, Paragraph 1) of the “Rules Concerning
Solicitation of Professional Investors for Investment in Over-the-Counter Securities, etc.” shall apply
mutatis mutandis. In this case, the terms “Over-the-Counter Securities, etc.,” “private placement or
handling of private placement,” and “Over-the-Counter Securities” in these provisions shall be replacedwith “Foreign Shares, Foreign Share Option Certificates, Foreign Corporate Bond Certificates with
Share Options, Foreign Investment Trust Beneficiary Certificates, Foreign Investment Securities, orForeign Investment Equity Subscription Right Certificates,” “handling of private placement,” and“Foreign Shares, Foreign Share Option Certificates, or Foreign Corporate Bond Certificates with Share
Options,” respectively. The term “preceding Paragraph” in Article 3, Paragraph 3 shall be replacedwith “Article 50 of the Rules Concerning Foreign Securities Transactions.” The term “Investment Trust
Beneficiary Certificates” and “within three months” in Article 7, Paragraph 2 shall be replaced with
“Foreign Investment Trust Beneficiary Certificates” and “within six months,” respectively. The term
“Investment Trusts, etc.” in Article 10 shall be replaced with “Foreign Investment Trust Beneficiary
Certificates, Foreign Investment Securities, or Foreign Investment Equity Subscription Right
Certificates.” The term “preceding Paragraph” in Article 12, Paragraph 2 and “Paragraph 1” inParagraph 3 of the same Article shall both be replaced with “Article 52 of the Rules Concerning Foreign
Securities Transactions.”2.

Foreign Shares, closed-end Foreign Investment Trust Beneficiary Certificates, and closed-end Foreign
Investment Securities that may be solicited pursuant to this Chapter, shall be issued in accordance withthe laws and regulations of the countries or regions that meet the requirements set forth in the following
Items:(1) All the necessary laws and regulations on the system relating to the relevant securities are
established;(2) All the necessary laws and regulations on the disclosure relating to the relevant securities are
established;(3) There is a competent authority or a similar organization that supervises issuers of the relevant
securities; and(4) The purchase price, sale proceeds, and fruits, etc. of the relevant securities can be transmitted or
received.
31

(Examination of Issuer, etc.)
Article 50 When a Handling Association Member (meaning the Handling Association Member prescribedin Article 2, Item 9 of the “Rules Concerning Solicitation of Professional Investors for Investment inOver-the-Counter Securities, etc.”; the same shall apply hereinafter) conducts an inspection based on
the provision of Article 3, Paragraph 1 of the “Rules Concerning Solicitation of Professional Investors
for Investment in Over-the-Counter Securities, etc.” as applied mutatis mutandis pursuant to thepreceding Article with the replacement of specified terms, it must examine the matters prescribed in
the following items according to the category of securities set forth in the respective items, inaccordance with the internal rules established by the Handling Association Member pursuant to theprovisions of Article 52.
(1) Foreign Shares, Foreign Share Option Certificates, or Foreign Corporate Bond Certificates with
Share Options:(a) The actual existence of the issuer and its business;(b) The financial status of the issuer;(c) The social nature of the issuer, including the status of its compliance with laws andregulations;(d) Whether or not the issuer is an Antisocial Force, whether or not the issuer has any relationshipwith an Antisocial Force, and its system for eliminating any relationship with an Antisocial
Force and the status of operation of such system;(e) The status of interest between the Handling Association Member and the issuer;(f) The risks in investing in the Foreign Shares, Foreign Share Option Certificates, or Foreign
Corporate Bond Certificates with Share Options; and(g) In the case of private placement (limited to cases specified in Article 2, Paragraph 3, Item 2(ii) of the FIEA; the same shall apply hereinafter) or the handling of private placement, thevalidity of the business plan and the appropriateness of the use of funds.
(2) Foreign Investment Trust Beneficiary Certificates:
Foreign Investment Trust Beneficiary Certificates conform to the requirements set forth in Article
16, Paragraph 1, Items 1, 2, 7, and 10 through 14 (excluding the proviso to Item 11, and excluding
Item 14 in the case of closed-end Foreign Investment Trust Beneficiary Certificates).
(3) Foreign Investment Securities or Foreign Investment Equity Subscription Right Certificates:(a) The status of the development of a system for asset management, etc.;(b) The social nature of the issuer, including the status of its compliance with laws andregulations;(c) Whether or not the issuer is an Antisocial Force, whether or not the issuer has any relationshipwith an Antisocial Force, and its system for eliminating any relationship with an Antisocial
Force and the status of operation of such system; and(d) Foreign Investment Securities conform to the requirements set forth in Article 17, Paragraph
1, Items 1, 2, and 8 through 12 (excluding Item 12 in the case of closed-end Foreign
Investment Securities).
(Specified Information on Securities and Information on the Issuer)
32Article 51 The Specified Information on Securities set forth in Article 6, Paragraph 1 and the Informationon the Issuer set forth in Article 7, Paragraph 1 of the “Rules Concerning Solicitation of Professional
Investors for Investment in Over-the-Counter Securities, etc.” as applied mutatis mutandis pursuant to
Article 49 with the replacement of specified terms must be prepared by the issuer in accordance with
the Instructions for Description separately established by the Association, using the forms set forth in
the following items according to the category of securities set forth in the respective items:(1) Foreign Shares, Foreign Share Option Certificates, or Foreign Corporate Bond Certificates with
Share Options:(a) Specified Information on Securities:
Form 1(b) Information on the Issuer:
Form 4(2) Foreign Investment Trust Beneficiary Certificates:(a) Specified Information on Securities:
Form 2(b) Information on the Issuer:
Form 5(3) Foreign Investment Securities or Foreign Investment Equity Subscription Right Certificates:(a) Specified Information on Securities:
Form 3(b) Information on the Issuer:
Form 6(Internal Rules)
Article 52 A Handling Association Member must provide for, in the internal rules, the matters listed in
the following items according to the category of securities set forth in the said items for which thesolicitation for investment is to be made pursuant to Article 49, and must develop a system for properly
executing the matters set forth in the said internal rules.
(1) Foreign Shares, Foreign Share Option Certificates, or Foreign Corporate Bond Certificates with
Share Options:(a) Matters concerning the verification to be conducted pursuant to the provision of Article 3,
Paragraph 1 of the “Rules Concerning Solicitation of Professional Investors for Investment
in Over-the-Counter Securities, etc.” and the examination to be conducted pursuant to theprovision of Article 50 as applied mutatis mutandis pursuant to Article 49 with thereplacement of specified terms;(b) Matters concerning the acquisition of Information on the Issuer;(c) Matters concerning the management of Professional Investors;(d) Matters concerning the delivery of Foreign Shares, Foreign Share Option Certificates, orForeign Corporate Bond Certificates with Share Options;(e) Matters concerning the check for unfair transactions; and33

(f) Other matters that the Handling Association Member deems necessary.
(2) Foreign Investment Trust Beneficiary Certificates, Foreign Investment Securities, or Foreign
Investment Equity Subscription Right Certificates:(a) Matters concerning the verification to be conducted pursuant to the provision of Article 3,
Paragraph 1 of the “Rules Concerning Solicitation of Professional Investors for Investment
in Over-the-Counter Securities, etc.” and the examination to be conducted pursuant to theprovision of Article 50 as applied mutatis mutandis pursuant to Article 49 with thereplacement of specified terms;(b) Matters concerning the acquisition of information on Foreign Investment Trust Beneficiary
Certificates, Foreign Investment Securities, or Foreign Investment Equity Subscription Right
Certificates;(c) Matters concerning the management of Professional Investors;(d) Matters concerning the delivery of Foreign Investment Trust Beneficiary Certificates,
Foreign Investment Securities, or Foreign Investment Equity Subscription Right Certificates;
and(e) Other matters that the Handling Association Member deems necessary.

SUPPLEMENTARY PROVISIONS [Omitted](Note) This amendment comes into effect as of July 1, 2022.
This translation is solely for the convenience of those interested therein, and accordingly all questions that
may arise with regard to the meaning of the words or expressions herein shall be dealt with in accordancewith the original Japanese text34

(Reference Form of the Agreement Concerning Foreign Securities Transactions Account that isprescribed in Article 3, Paragraph 2 of the Rules: enforced on January 1, 2011)

AGREEMENT CONCERNING FOREIGN SECURITIESTRANSACTIONS ACCOUNTCHAPTER I.

GENERAL PROVISIONS(Purpose of Agreement)
Article 1 The purpose of this Agreement shall be to clarify the rights and obligations concerning Foreign
Securities (Foreign Securities under the provisions of the rules by Japan Securities Dealers
Association or a Financial Instruments Exchange; the same shall apply hereinafter) transactions to beentered into by you (hereinafter referred to as the “Customer”) with our Company.
2.

The Customer shall agree to the matters set forth in this Agreement with respect to the entrustment of(a) sale or purchase or other transactions of Foreign Securities in a Financial Instruments Exchange
Market in Japan (hereinafter referred to as the “Domestic Entrustment Transactions”), (b) agency ofsale or purchase order of Foreign Securities to a Financial Instruments Market outside Japan(including an OTC market; the same shall apply hereinafter) (hereinafter referred to as the “Foreign
Transactions”), (c) OTC transactions in Japan of Foreign Securities (hereinafter referred to as the“Domestic OTC Transactions”), and (d) safekeeping of such Foreign Securities to our Company(including the management of the quantity described or recorded in an account of such Foreign
Securities in case the rights that should be described in the Foreign Securities do not require theissuance of securities certificates in accordance with laws and regulations governing the issuance ofsuch Foreign Securities and such quantity is included in the rights that should be described in the
securities if a securities certificate is not issued (hereinafter referred to as “Deemed Foreign
Securities”); the same shall apply hereinafter), and shall conduct such transactions at its own judgment
and responsibility.
The above-mentioned Domestic Entrustment Transactions, Foreign Transactions, and Domestic OTC
Transactions shall not include sale and purchase in connection with margin trading [(excluding
Foreign Stock Margin Transactions (A margin transaction prescribed in Article 156-24, Paragraph 1of the FIEA, which is an intermediary, brokerage or agency service for the entrustment of purchaseand sale of securities on a foreign Financial Instruments Market conducted by the Company byextending credit to a Customer in Japan, where the Company or the applicant does not receive credit
from a Local Brokerage Securities Services Provider (of the foreign securities service providers
prescribed in Article 58 of the FIEA, this means those that provide intermediary, brokerage or agency
service for the entrustment of purchase and sale of securities on foreign Financial Instruments
Markets))], and sale and purchase in connection with repayment of purchase price or sold securities
loaned through margin transaction [(excluding Foreign Stock Margin Transactions)].
Note: The provisions in the brackets shall be applied by the Regular Member conducting
Foreign Stock Margin Transactions. (These provisions are not necessary for Members who are
not engaged in Foreign Stock Margin Transactions.)(Dealing Through Foreign Securities Transactions Account)
Article 2 In connection with any Foreign Securities transactions to be entered into by the Customer with
our Company, the execution of a sale or purchase, settlement of the sale or purchase price, custody of
securities, and all other matters, including the receipt or payment of money, etc. relating to such
Foreign Securities transactions, shall be dealt with through the “Foreign Securities Transactions
35

Account” (hereinafter referred to as the “Account”).
(Matters to be Observed)
Article 3 In connection with any Foreign Securities transactions to be entered into by the Customer with
our Company, the Customer shall comply with the provisions of Japanese laws and regulations, andthe provisions of the rules, decisions, and practices established by the Financial Instruments Exchange
in Japan on which such sale or purchase of securities is executed (hereinafter referred to as the“Exchange”), Japan Securities Dealers Association and securities depositories (including Japan
Securities Depository Center Inc. and other securities depositories designated by the Exchange; thesame shall apply hereinafter), to the extent that such provisions relate to the sale and purchase in such
Foreign Securities, and shall follow any guidance given by our Company with respect to the laws,
regulations, and practices, etc. of the country or region (hereinafter referred to as “Countries, etc.”)of the issuer of such Foreign Securities (for depository receipts, a depository organization related tosuch depository receipts; the same shall apply hereinafter).

CHAPTER II. DOMESTIC ENTRUSTMENT TRANSACTIONS OF FOREIGNSECURITIES(Deposit of Foreign Securities for Commingled Custody, Etc.)
Article 4 The Foreign Securities to be deposited by the Customer with our Company (excluding Foreign
Shares, etc. and Foreign Share options; hereinafter referred to as the “Deposited Securities”) shall bedeposited under a contract of deposit for commingled custody. Foreign Shares, etc. and Foreign Shareoptions of which the quantity is recorded or described in the account of the Customer in our Company(hereinafter referred to as the “Transferred Securities”) shall be properly managed in accordance withlaws and regulations, provisions of the rules, decisions, and practices established by a securities
depository, to the extent that such provisions relate to the sale and purchase in Foreign Securities
based on the nature of rights held by the customer.
2.

The Deposited Securities shall be deposited under the name of our Company with a securities
depository for commingled custody. In the event that the Deposited Securities are in registered form,
the securities depository shall transfer such securities to the name designated by the securities
depository. For Transferred Securities, the quantity of the securities described or recorded in theaccount of our Company in a local custodian that is prescribed in the next Paragraph shall betransferred to the account of the securities depository designated by the local custodian and thequantity shall be described or recorded on such account.

3.

The Deposited Securities to be deposited for commingled custody or the Transferred Securities to betransferred to the account of the securities depository under the preceding Paragraph (hereinafterreferred to as the “Deposited Securities, etc.”) shall be held in custody or managed by a custodian
located in the Countries, etc. of the issuer of such the Deposited Securities, etc. or in the Countries,
etc. deemed appropriate by the securities depository (hereinafter referred to as the “Local Custodian”)
in accordance with the laws, regulations, and practices of the Countries, etc. where the Local
Custodian is located and the rules, etc. of the Local Custodian.

4.

With respect to deposit, record, or description under Paragraph 1 above, the Customer shall pay ourCompany the actual costs incurred by our Company for each instance, unless the Customer deposits
Foreign Securities with our Company in the Countries, etc. in which the Local Custodian is located.

(Joint Ownership Right of Deposited Securities)
Article 4-2 When the Customer deposits Foreign Securities with our Company, the Customer shall havethe joint ownership right of the Foreign Securities he/she deposited, the Foreign Securities of the same
issue that are deposited by other customers with our Company, and the Foreign Securities of the same36

issue that are deposited by our Company with a securities depository and held for commingled
custody by the securities depository. The Customer of the Foreign Share, etc. that are described orrecorded in the account of our Company in the Local Custodian shall obtain the rights under thegoverning law applicable to such Foreign Securities correspondent to the quantity described orrecorded in the account in the securities depository of the said Local Custodian.
2.

The joint ownership right of the Deposited Securities owned by the Customer shall be transferred
when our Company records the transferred quantity in the account of the Customer. The right inconnection with the Transferred Securities owned by the Customer shall be transferred when our
Company describes or records the transferred quantity in the account of the Customer.

(Sale or Delivery of Deposited Securities in a Financial Instruments Market Outside Japan)
Article 5 If the Customer intends to sell the Deposited Securities, etc. in a Financial Instruments Market
outside Japan, or intends to receive the delivery of such Deposited Securities, etc., our Company shallmove the Deposited Securities, etc. to the custody of our Company or a custodian designated by ourCompany (hereinafter referred to as the “Company’s Custodian”) from the Local Custodian, ortransfer to the account designated by our Company, and sell or deliver them to the Customer.
2.

With respect to the delivery under the preceding Paragraph, the Customer shall pay our Company theactual costs incurred by our Company for each instance.

(Treatment in Case of Delisting)
Article 6 If the Deposited Securities, etc. are delisted from the Exchange, our Company shall transfer such
Deposited Securities, etc. from the Local Custodian to the Company, the Company’s Custodian, ortransfer to the account designated by our Company on or after the date of such delisting.
2.

Notwithstanding the provision in the preceding Paragraph, if a securities depository confirms that the
Deposited Securities, etc. to be delisted has no value as securities, our Company shall treat such
Deposited Securities, etc., under the rules provided by the securities depository, as if the Customer
agrees that a certificate of such the Deposited Securities, etc. is to be disposed unless the Customer
requests the return of the certificate of such Deposited Securities, etc. by the date designated by the
securities depository.

(Treatment of Dividends, Etc.)
Article 7 Dividends on the Deposited Securities, etc. (including income distribution for Foreign
Investment Trust Beneficiary Certificates, etc., profit distribution for Foreign Investment Trust
Securities, etc., and distribution of benefit from trusted assets for beneficiary certificates, etc. of
beneficiary certificates of trusts with foreign beneficial interest certificates; the same shall apply
hereinafter), redemption payments, and other cash that is delivered not based on an act by a substantial
or formal owner of Deposited Securities, etc. (including cash that is delivered based on the deemed
act by a substantial or formal owner of Deposited Securities, etc. pursuant to the Articles ofIncorporation or internal rules of an issuer or determination by the board of directors or otherorganization of issuer, rules of securities depository, or an agreement, etc. of Foreign Securities
Transaction Account; the same shall apply hereinafter) shall be treated as prescribed in each of thefollowing Items:(1) If cash dividends are to be made, such dividends shall be received by a securities depository andshall be paid to the Customer through a paying agency bank for the dividends (or a paying agency
bank for income distribution in case of Foreign Investment Trust Beneficiary Certificates, etc.,
Foreign Investment Trust Securities, etc., and beneficiary certificates, etc. of beneficiary
certificates of trusts with foreign beneficial interest certificates; the same shall apply hereinafter).
(2) In the case of share dividends (including share splits, free distribution of shares, etc. on which
withholding tax (including that imposed in the Countries, etc. where the issuer of such Deposited37Securities, etc. is located, the same shall apply hereinafter), and also including ones that are related
to Foreign Investment Trust Beneficiary Certificates, etc., Foreign Investment Securities, etc.,
Covered Warrants, Foreign Share Depository Receipts, and beneficiary certificates, etc. of
beneficiary certificates of trusts with foreign beneficial interest certificates, and of the same
nature; the same shall apply hereinafter) is imposed, such dividends shall, in accordance with theclassification prescribed in (a) or (b) below, be treated pursuant to the provisions of (a) or (b)below, as applicable:(a) Cases except where the securities depository admits that the Exchange is the principal marketof the Deposited Securities, etc.;
If the securities depository designates the transfer of share certificates related to the share
dividends on the Deposited Securities, etc., and the Customer pays an amount equivalent to thewithholding tax, the share certificates related to such share dividends shall be received by the
securities depository and shall be transferred to the Account through the Company, however,(A) if the share certificates of such securities are less than one share (or one unit in case of
Foreign Investment Trust Beneficiary Certificates, etc., Foreign Investment Securities, etc., andbeneficiary certificates, etc. of beneficiary certificates of trusts with foreign beneficial interest
certificates, (one certificate in case of Foreign Investment Trust Securities, etc. that are similar
to an Investment Corporation Bond), and one Covered Warrant in case of Covered Warrant, andone certificate in case of Share Depository Receipts; the same shall apply hereinafter) or (B) if
the securities depository does not designate such transfer or if the securities depository
designates the transfer but the Customer does not pay an amount equivalent to the withholding
tax imposed in Japan, the securities depository shall dispose share certificates related to share
dividends through sale, and the proceeds thereof shall be paid to the Customer through the sharehandling agent (or beneficiary rights handling agent in the case of Foreign Investment Trust
Beneficiary Certificates, etc. and beneficiary certificates of beneficiary certificates of trusts
with foreign beneficial interest certificates; investment unit handling agent or investment
corporation bond administration handling agent in the case of Foreign Investment Securities,
etc., and a covered warrant administration handling agent in the case of Covered Warrant; thesame shall apply hereinafter); provided, however, that, if the Customer does not pay the amountequivalent to the withholding tax in the Countries, etc. where the issuer of the Deposited
Securities, etc. is located within the prescribed time limit, the Customer, in principle, cannot
receive the share certificates related to such share dividends or the sale proceeds of such sharecertificates.
(b) Cases where the securities depository admits that the Exchange is the principal market of the
Deposited Securities, etc.;
The Customer shall pay an amount equivalent to the withholding tax, and the share certificates
related to such share dividends shall be received by the securities depository and shall betransferred to the Account through our Company; provided, however, that share certificates ofsuch securities that are less than one share shall be sold by the securities depository and the saleproceeds shall be paid to the Customer through the share handling agent.
(3) Distribution of money other than dividends shall be received by the securities depository and shallbe paid to the Customer through the share handling agent.
(4) Payment of the amount equivalent to the withholding tax imposed in the Countries, etc. of theissuer of the Deposited Securities, etc. set forth in Item 2 above shall be made in Yen, and theconversion between a foreign currency and Yen shall be made at the rate prescribed by the clearing
company or our Company; provided, however, that such payment may be made in a foreign
currency if our Company consents thereto.
2.

With respect to the method of payment of the dividends prescribed in Item 1, the proceeds of saleprescribed in Item 2 (a) and (b), and the money prescribed in Item 3, respectively, of the preceding
Paragraph (hereinafter referred to as the “Dividends, etc.”), the Customer shall give our Company
written instructions in the form prescribed by our Company.

38

3.

All payments of the Dividends, etc. shall be made in Yen. (Any fraction less than one Yen occurringin such a case shall be discarded.)4.

The conversion between a foreign currency and yen in the payment prescribed in the preceding
Paragraph shall be the TTB on the date when the dividend payment handling bank (or share handlingagent in case of conversion of money other than the dividend prescribed in Paragraph 1, Item 1; thesame shall apply hereinafter in this Paragraph) confirms the receipt of the dividend, etc. (or the TTB
immediately after the confirmation of such receipt in case the dividend payment handling bankdetermines that it is difficult to use the TTB on the receipt date), provided, however, that such rateshall be the rate designated by the securities depository if the transfer of foreign currency to Japan is
impossible or difficult due to the laws, regulations, or practices, etc. of the Countries, etc. where theissuer of the Deposited Securities, etc. is located).

5.

If, during the process of the payment of the Dividends, etc. prescribed in each Item of Paragraph 1
above, any expense paid by the securities depository in accordance with the domestic laws,
regulations or practices, etc. of the Countries, etc. of the issuer of the Deposited Securities, etc., such
expense shall be borne by the Customer and collected from the Customer by a deduction from thedividends or otherwise.

6.

Preparation, submission, etc. of a report on the dividends shall be made by the share handling agent,
the securities depository, or the Company in accordance with the relevant laws and regulations.

7.

Notwithstanding the provisions of Paragraphs 1 and 3 [of this Article], if a securities depository
cannot pay the Dividends, etc. in Yen due to an abrupt change in the foreign exchange situation,
closing of foreign exchange market, etc., the securities depository may reserve the payment of the
Dividends, etc. until such cause ceases to exist or may make such payment in a foreign currency. Insuch case, the reserved Dividends, etc. shall not bear any interest or other compensation.

(Treatment of Share Option, Etc. and Other Rights)
Article 8 The share option, etc. (rights to receive the new allotment of Foreign Shares, etc.) and otherrights related to the Deposited Securities, etc. shall be treated pursuant to the provisions of each of
the following Items:(1) For cases in which the share option, etc. are to be granted, such rights shall, according to theclassification prescribed in (a) or (b) below, be treated pursuant to the provisions of (a) or (b)below, as applicable:(a) Cases except where the securities depository admits that the Exchange is the principal marketof the Deposited Securities, etc.:(i) If the Customer notifies our Company that it desires to subscribe for new shares (Foreign
Shares, etc. that are newly allotted; the same shall apply hereinafter) within a prescribed periodof time and pays the price of such new shares to the securities depository through our Company,
the securities depository shall subscribe for such new Shares on behalf of the Customer by
exercising its share options, etc. and transfer such new shares to the Account through ourCompany, and (ii) if the Customer does not notify our Company that it desires to subscribe for
new shares within the prescribed period of time or the securities depository confirms that it is
impossible to exercise its share option, etc., such share option, etc. shall be disposed of throughsale by the securities depository. However, in case the securities depository cannot sell a partor all of the share option, etc. due to the laws, regulations, or practices, etc. of the Countries,
etc. where the issuer of such the Deposited Securities, etc. is located, the said part or all ofsuch option shall be invalid.
(b) Cases where the securities depository admits that the Exchange is the principal market of the
Deposited Securities, etc.:

39

The securities depository receives the share options, etc. and transfers them to the Accountthrough our Company. In such case, (i) if the Customer notifies our Company that it desires
to subscribe for new shares within the prescribed period of time and pays the price of suchnew shares to the securities depository through our Company, the securities depository shallsubscribe for such new shares on behalf of the Customer by exercising its share option, etc.
and transfer such new shares to the Account through our Company, and (ii) if the Customer
does not notify our Company that it desires to subscribe for new shares within the prescribedperiod of time, the Customer may not subscribe for new shares.
(2) The new shares allocated upon share split, free distribution of shares, consolidation of sharesthrough capital decrease or merger, etc. (excluding those on which withholding tax is imposed,
and including those related to Foreign Investment Trust Beneficiary Certificates, etc., Foreign
Investment Securities, etc., Covered Warrants, Foreign Share Depositary Receipts, andbeneficiary certificates of foreign beneficiary securities issuing trust and that are of the same
nature as the above) shall be received by the securities depository and shall be transferred to the
Account through our Company; provided, however, that, new shares that are less than one share
shall be disposed of through sale by the securities depository.
(3) If share certificates other than the share certificates issued by the issuer of the Deposited Securities,
etc. are distributed, and if the securities depository designates the transfer of such distributed sharecertificates and the Customer pays an amount equivalent to the withholding tax, such distributed
share certificates shall be received by the securities depository and shall be transferred to the
Account through our Company, and (A) the share certificates of such shares that are less than one
share and (B) such distributed share certificates (i) if the clearing company does not designate
such transfer or (ii) if the securities depository designates the transfer but the Customer does not
pay an amount equivalent to the withholding tax imposed in Japan, shall be disposed of throughsale by the securities depository and the sale proceeds thereof shall be paid to the Customer
through the share handling agent; provided, however, that if the Customer does not pay the amountequivalent to the withholding tax imposed in the Countries, etc. where the issuer of the Deposited
Securities, etc. is located within the prescribed time limit, the Customer, in principle, cannot
receive such distributed share certificates or the sale proceeds of the share certificates.
(4) In case any rights other than those set forth in the preceding three Items are granted, the mattershall be treated as prescribed by the securities depository.
(5) The proceeds of the disposition through sale made prescribed in Items 1(a), 2 and 3 above shallbe treated, mutatis mutandis, prescribed in Paragraph 1, Item 2(a) of the preceding Article andParagraphs 2 through 5 and 7 of the preceding Article.
(6) Payment of the price of the new shares set forth in Item 1 above and the amount equivalent to thewithholding tax imposed in the Countries, etc. of the issuer of the Deposited Securities, etc. set
forth in Item 3 above shall be made in Yen, and the conversion between a foreign currency andYen shall be made at the rate determined by the securities depository or our Company; provided,
however, that such payment may be made in a foreign currency if our Company consents thereto.
(Treatment in Case of Non-Payment)
Article 9 If the Customer fails to pay to our Company, within the prescribed time limit, the amountrelated to the exercise of the share options, etc. to subscribe for new shares or any other price or theamount equivalent to the withholding tax that the Customer promised to pay to our Company in order
to exercise the rights of any Foreign Securities or in order to receive share dividends, our Company
may, at its own discretion, enter into a sales contract, etc. for the shares to be subscribed, for theaccount of the Customer in order to perform the Customer’s debt.
(Exercise of Voting Rights)
Article 10 The rights to vote on the Deposited Securities, etc. (excluding Foreign Share Depository40

Receipts; the same shall apply hereinafter in this Article) at a general meeting of shareholders (or ageneral beneficiary meeting for Foreign Investment Trust Beneficiary Certificates, etc. andbeneficiary certificates of beneficiary certificates of trusts with foreign beneficial interest certificates;
investors meeting for Foreign Investment Securities, etc.; and investment corporation creditors’
meeting; the same shall apply hereinafter) shall be exercised by the securities depository with the
instructions of the Customer; provided, however, that the securities depository shall not exercise thevoting rights in the absence of such instructions.
2.

The instructions set forth in the preceding Paragraph shall be given to the share handling agent in theprescribed written form no later than the date designated by the securities depository.

3.

Notwithstanding the provisions of Paragraph 1 above, if the securities depository cannot exercise thevoting rights at a general shareholders meeting related to the Deposited Securities, etc. due to the laws
and regulations of the Countries, etc. of the issuer of the Deposited Securities, etc., the Customer shall
exercise the voting rights by having the securities depository send the prescribed document, submitted
by the Customer to the share handling agent, to the issuer.

4.

Notwithstanding the provisions set forth in Paragraph 1 and the preceding Paragraph, if the securities
depository cannot exercise the voting rights other than the unified manner at a general shareholders
meeting due to the laws and regulations of the Countries, etc. where the issuer of the Deposited
Securities, etc. is located, or if the Customer is allowed to participate in such shareholders meetings
related to the Deposited Securities, etc. and exercise its voting rights itself, the securities depository
may separately prescribe the treatment of exercising voting rights.

(Exercises of Voting Rights Related to Foreign Share Depositary Receipts)
Article 10-2 Voting rights at a general shareholders meeting for Foreign Shares, etc. to which the rights
described in Foreign Share Depositary Receipts relates shall be exercised by the issuer of such Foreign
Share Depositary Receipts with the instructions of the Customer, provided, however, that the issuer
shall not exercise the voting right in the absence of such instructions.
2.

The provisions set forth in Paragraph 2 of the preceding Article shall apply mutatis mutandis to the
instructions set forth in the preceding Paragraph.

3.

Notwithstanding the provision set forth in Paragraph 1, if the issuer of the Foreign Share Depositary
Receipt cannot exercise the voting rights at a general shareholders meeting of Foreign Shares, etc. towhich the rights described in Foreign Share Depositary Receipts relates due to laws and regulationsof the Countries, etc. where the issuer is located, the Customer shall exercise such voting rights byusing the following method: the securities depository sends the prescribed documents which theCustomer is normally required to submit to a Share handling agent to the issuer of the Foreign Share,
etc. through the issuer of the Foreign Share Depositary Certificates.

4.

Notwithstanding the provision set forth in Paragraph 1 and the preceding Paragraph, if the issuer of
the Foreign Share Depositary Receipts cannot exercise the voting rights through the securities
depository other than the unified manner at a general shareholders meeting of Foreign Shares, etc. towhich the rights described in Foreign Share Depositary Receipts relates due to the laws andregulations of the Countries, etc. where the issuer is located, or if the Customer is allowed toparticipate in the said shareholders meeting related to the Foreign Shares, etc. and exercise its voting
rights itself, the securities depository may separately prescribe the treatment of exercising voting
rights.

(Dispatch, Etc. of Documents, Etc. Related to General Shareholders Meeting)
Article 11 Documents related to a general shareholders meeting of the Deposited Securities, etc.
(excluding Foreign Share Depositary Receipts) or Foreign Shares, etc. to which the rights describedin Foreign Share Depositary Receipts relates, business reports, and other notices relating to the rights
or interests of shareholders (beneficiary for Foreign Investment Trust Beneficiary Certificates, etc.
41and beneficiary certificates of beneficiary certificates of trusts with foreign beneficial interest
certificates, investors or investment corporation creditors for Foreign Investment Securities, etc., andowners for Foreign Share Depositary Receipts), including dividends, the granting of share options,etc., delivered by the issuer of the Deposited Securities, etc. shall be sent by the share affairs handlingagent to the Customer at the address notified by the Customer.
2.

If agreed by the Exchange, the dispatch of the notices set forth in the preceding Paragraph may bereplaced by the insertion of public notices in a daily newspaper, which publishes the mattersconcerning current events, or by preserving such notices at the share handling agent’s location.

CHAPTER III. FOREIGN TRANSACTIONS AND DOMESTIC OTC TRANSACTIONSOF FOREIGN SECURITIES AND DEALING OF PUBLIC OFFERING OR
SECONDARY DISTRIBUTION, OR DEALING OF PRIVATE PLACEMENT(Place of Execution of Sale or Purchase Orders and Instructions for Method of Execution)
Article 12 The type of sale or purchase transactions between the Customer and our Company and theplace and method of execution of sale or purchase orders placed by the Customer with our Company
shall be those instructed by the Customer in advance, to the extent acceptable to our Company.
(Execution and Processing of Orders)
Article 13 Sale or purchase orders by the Customer to be placed with our Company and the Customer’s
application for the acquisition of Foreign Securities related to the Public Offering and Secondary
Distribution or Private Placement shall be conducted pursuant to the provisions of each of thefollowing Items:(1) With respect to Foreign Transactions or applications for the acquisition of Foreign Securities
related to the Public Offering or Secondary Distribution, or Private Placement, there may be a lagin time between the date and time of the placement of the orders and the date and time that thecontract is made, due to the time difference, etc., provided, however, that our Company agrees tohandle such matters without delay;(2) Orders to be placed with our Company shall be placed within the time prescribed by our Company;(3) Domestic OTC Transactions shall be conducted when the Customer requests so and our Company
agrees to such a request;(4) The minimum purchase amount of Foreign Securities shall be as prescribed by our Company; and(5) Our Company shall send Delivery Document upon Conclusion of Contract, etc. to the Customer,
without delay after confirming that the sale or purchase, etc. has been executed.
(Delivery Date, Etc.)
Article 14 After the transaction has been concluded, the delivery, etc. shall be conducted pursuant to theprovisions of each of the following Items:(1) In the case of a Foreign Transaction, the contract date shall be the date on which our Company
confirms that the sale or purchase order is executed at the place of execution (or if such date falls
on a holiday, the following business day); and(2) The delivery date shall be the third business day from the contract date, unless otherwise agreed
between our Company and the Customer.
(Custody, Rights and Name of Foreign Securities)
42

Article 15 The custody of Foreign Securities entrusted to our Company by the Customer, and the handlingof rights and name of such Foreign Securities shall be prescribed in the provisions of each of thefollowing Items:(1) Our Company shall entrust the Foreign Securities entrusted for safekeeping by the Customer tothe Company’s Custodian;(2) The safekeeping prescribed in the preceding Item shall be made under the name of our Company;(3) If the Foreign Securities (except for Deemed Foreign Securities) owned by the Customer aredeposited in the Company’s Custodian, the Customer shall obtain a right that corresponds to thequantity of such Foreign Securities that is described or recorded in an account of our Company
related to such Foreign Securities in the Company’s Custodian under the governing laws andpractices, and such Foreign Securities shall be deposited based on the nature of the right related
to the quantity obtained;(4) The provision in the preceding Item shall apply mutatis mutandis to Deemed Foreign Securities.
In such cases, “Foreign Securities (except for Deemed Foreign Securities) owned by the Customer
are deposited in the Company’s Custodian” shall be read as “the quantity of such Deemed Foreign
Securities is described or recorded in an account of our Company related to such Foreign
Securities in the Company’s Custodian”, and “obtain a right that corresponds to the quantity ofsuch Foreign Securities” shall be read as “obtain a right that corresponds to the quantity of such
Deemed Foreign Securities”;(5) In the case described in Item (3), the Customer shall obtain the right on securities or certificates
related to such Foreign Securities under applicable governing laws;(6) The right on the Foreign Securities owned by the Customer shall be transferred when our
Company describes or records the transferred quantity on the Account corresponding to thetransferred quantity;(7) If the Foreign Securities of which the right is owned by the Customer need the registration of theholder’s name, the holder shall be a person designated by the Company’s Custodian or a person
designated by the custodian;.
(8) If the Foreign Securities of which the right is owned by the Customer require sale, change ofcustodian, or return, such actions shall be processed in accordance with pre-defined procedures. ,Provided, however, that the Customer shall not request the return of a certificate of Foreign
Securities of which certificate cannot be returned under local laws and regulations, etc. in Japan;(9) The Customer shall pay the actual cost of such change of custodian or return set forth in thepreceding Item incurred by our Company in each instance;(10) If the Foreign Securities of which right is owned by the Customer lose value as securities and theCompany’s Custodian deletes the outstanding amount under local laws and regulations, theoutstanding amount subject to such deletion shall also be deleted in the Account, and a certificate
of such Foreign Securities are treated as disposed unless the Customer specifically requests
otherwise.
(Treatment in Case of Non-Conformity with Selection Criteria)
Article 16 If any Foreign Investment Trust Securities no longer conform to the selection criteria
determined by Japan Securities Dealers Association, our Company will discontinue the sale of such
Foreign Investment Trust Securities. In such case, however, if the Customer so desires, our Company
shall respond to brokerage for the sale of such Foreign Investment Trust Securities purchased by the
Customer or for the cancellation thereof.
43

(Treatment of Rights Relating to Foreign Securities)
Article 17 The rights to the Foreign Securities held in custody by our Company’s Custodian shall betreated pursuant to the provisions of each of the following Items:(1) The fruits, such as dividends, interest, distribution of profits, etc. on the Foreign Securities heldin custody by such custodian and the redemption money thereof shall be received by our Company
on behalf of the Customer and paid over to the Customer. In such case, if, during the process ofsuch payment, any expenses are incurred by our Company in accordance with the domestic laws,
regulations, practices, etc. of the Countries etc. of the issuer of such Foreign Securities, such
expenses shall be borne by the Customer and collected from the Customer by deduction from thesuch fruits or redemption money or otherwise;(2) If the share options, etc. is granted with respect to the Foreign Securities, such options shall, in
principle, be disposed of through sale, and the proceeds of such sale shall be handled, mutatis
mutandis, pursuant to the provisions of the preceding Item. However, in case our Company cannot
sell part or all of the share options, etc. due to the laws, regulations, or practices, etc. of theCountries, etc. where the issuer of such Foreign Securities is located or due to the market condition,such part or whole of such subscription right shall be invalid;(3) The shares allocated upon share dividend, share split, free distribution of shares, capital decrease,merger or share swap, etc. shall be handled on the Account through our Company; provided,
however, that all shares that are less than the trading unit in the Financial Instruments Market
outside Japan shall, unless the Customer specifically requests otherwise, be disposed of throughsale, and the proceeds of such sale shall be handled, mutatis mutandis, pursuant to the provisionsof Item 1 above;(4) If the shares allotted in accordance with the provisions set forth in the preceding Item are subject
to the withholding tax, notwithstanding such provisions, the shares shall, unless the Customer
specifically requests otherwise, be disposed of through sale and the proceeds of such sale shall behandled, mutatis mutandis, pursuant to the provisions of Item 1 above;(5) If any rights other than those set forth in the preceding four Items are granted with respect to theForeign Securities, all such rights shall, unless the Customer specifically requests otherwise, bedisposed of through sale, and the proceeds of such sale shall be handled, mutatis mutandis,
pursuant to the provisions of Item 1 above;(6) The exercise of voting rights or the objections at a general shareholders meeting, creditors’
meeting, beneficiaries’ meeting, owners’ meeting, etc. shall be conducted in accordance with theCustomer’s instructions; provided, however, that, in the absence of the Customer’s instructions,
our Company shall not exercise the voting rights or raise any objections;(7) For the application of reduced tax rate or tax exemption, tax refund, or other procedures related
to the withholding tax imposed on the investment fruits prescribed in Item 1 in a country outside
Japan, our Company may handle and implement them on behalf of the Customer.
(Notices)
Article 18 Our Company shall send the following notices to the Customer concerning the Foreign Securities
that are entrusted for safekeeping to our Company:(1) Notice of any fact that materially affects the status of the shareholders or beneficiaries and owners,
such as issuance of subscription shares, share split, or consolidation of shares, etc.;(2)

Notice of dividends, interests, distribution of profits, redemption money, etc.; and44

(3) Notice concerning mergers or other important agenda to be submitted at a general shareholders
meeting.
2.

Our Company or the issuer of Foreign Investment Trust Securities shall send to the Customer, in
addition to the notices set forth in the preceding Paragraph, any performance reports or otherdocuments related to the Foreign Investment Trust Securities entrusted for safekeeping to ourCompany; provided, however, that unless the Customer requests that our Company do so, ourCompany shall not send the Customer any performance reports or other documents related to theForeign Investment Securities if a notice on details thereof is published on a daily newspaper thatreports the current topics.

(Notices, Etc. from Issuer)
Article 19 Notices, materials, etc. delivered by the issuer shall be kept by our Company and make themavailable for three (3) years (for those notices related to overseas CDs and overseas CPs, for one (1)year) from the date of their arrival; provided, however, that if the Customer requests our Company to
do so, our Company shall send them to the Customer.
2.

The actual costs incurred in sending the notices, materials, etc. to the Customer in accordance withthe proviso to the preceding Paragraph shall, except for the costs relating to the Foreign Investment
Trust Securities, be paid by the Customer to our Company for each instance.

(Fees, Etc.)
Article 20 Fees concerning the execution of transactions, the payment date thereof, etc. shall be treatedpursuant to the provisions of each of the following Items:(1) For the Foreign Transaction of Foreign Securities, the Customer shall pay to our Company thesale and purchase commissions, tax, and public dues and any other assessments and charges in the
Financial Instruments Market located outside Japan and the prescribed brokerage commissions nolater than the delivery date prescribed in Article 14, Item 2; and(2) For the application for acquisition of Foreign Investment Trust Securities in the Public Offeringand Secondary Distribution or Private Placement, the Customer shall pay to our Company the fee
prescribed by the fund and tax and public dues and any other assessment and charges prescribedat the place of brokerage no later than the date prescribed in the prospectus etc.
2.

If our Company conducts any special treatment in accordance with the Customer’s instructions, theCustomer shall pay to our Company the actual costs incurred by our Company for each instance.

(Receipt or Payment of Foreign Currency, Etc.)
Article 21 The receipt or payment of foreign currency related to any Foreign Securities transaction shall, in
principle, be made by means of a transfer between a foreign currency deposit account opened by the
Customer in its own name and a foreign currency deposit account in our Company’s name designatedby our Company.
(Receipt and Payment of Money)
Article 22 The receipt and payment of money conducted between our Company and the Customer inconnection with the Foreign Securities transaction, etc. prescribed in this Chapter shall be made in
Yen or another currency (limited to those designated by the Customer and which is acceptable to ourCompany). In such case, the conversion between a foreign currency and Yen shall be made at the rate
determined by our Company as of the conversion date, except as otherwise agreed upon or designated.
2.

The conversion date set forth in the preceding Paragraph shall be the contract date with respect to asales price and the date on which our Company confirms the receipt of the total amount of a sales
45

price with respect to the settlement related to the treatment prescribed in Article 17, Items 1 through4.

CHAPTER IV. EXCEPTIONS IN FOREIGN STOCK MARGIN TRANSACTIONS
Note: The provisions in Chapter IV shall be applied by the Regular Member conducting Foreign Stock
Margin Transactions. (These provisions are not necessary for Regular Members who are notconducting Foreign Stock Margin Transactions.)(Processing of Foreign Stock Margin Transactions)
Article 23 Notwithstanding the provisions of Article 2, all monetary handling for Foreign Stock Margin
Transactions conducted between the Customer and our Company, including and concerning themoney and securities loaned by our Company, margin, securities provided as substitute securities for
Foreign Stock Margin Transactions, execution of sale and purchase, settlement of sale prices, custodyof securities, and other payment and receipt of money related to Foreign Stock Margin Transactions,shall be processed using the Foreign Stock Margin Transaction Account.
The term “the Account” in the provisions up to the preceding Article shall be replaced with “Foreign
Stock Margin Transaction Account” where it relates to Foreign Stock Margin Transactions.
(Matters to Be Observed in Foreign Stock Margin Transactions)
Article 24 A Customer who intends to open a “Foreign Stock Margin Transaction Account” shall provide
the required information in the “Agreement and Consent for Opening a Foreign Stock Margin
Transaction Account” using the form specified by our Company and submit it to our Company.
2.

Notwithstanding the provision of Article 3, in connection with any Foreign Stock Margin Transactions
with our Company, the Customer shall comply with the laws and regulations of Japan, provisions
relating to the terms and conditions of the Foreign Stock Margin Transactions set forth in regulations
decisions, and practices of Japan Securities Dealers Association and the Financial Instruments
Markets outside Japan where the securities are traded, and the Agreement and Consent for Opening a
Foreign Stock Margin Transaction Account, as well as with any guidance from our Company withrespect to the laws, regulations, and practices of the countries where the issuers of the Foreign
Securities are located.

(Processing of Dividends, etc. Pertaining to Foreign Stock Margin Transactions)
Article 25 Notwithstanding the provision of Article 17, Item 1, dividends, etc. from Foreign Stock Margin
Transactions shall be handled as follows if any distribution of dividend of surplus (limited to thosewhere the dividend property is cash, this shall include the distribution of profits on beneficiary
certificates of investment trusts and foreign investment trusts and the distribution of cash on
investment securities and foreign investment securities) or other delivery of money (hereinafterreferred to as “Dividends, etc.”) is made with respect to the issues for which Foreign Stock Margin
Transactions are conducted:(1) If the Customer has received a money loan for the Foreign Stock Margin Transaction as of therecord date of dividend-receiving shareholders date designated by the issuer of the issue, theamount equivalent to the amount of withholding tax on dividend income, etc. (including thewithholding tax on amounts deemed as dividend income under tax laws) shall be deducted fromthe amount of Dividends, etc. delivered to the shareholders of the relevant issue (including
preferred equity investors, beneficiaries, investors, investment corporation creditor, and holders
of depository receipts; the same shall apply hereinafter) upon payout.
(2) If the Customer has received a loan of securities for the Foreign Stock Margin Transaction as of
the record date of dividend-receiving shareholders designated by the issuer of the issue, theamount of Dividends, etc. to be delivered to shareholders of the relevant issue shall be collected.
46

(3) The provision of Article 7 shall apply mutatis mutandis to Dividends, etc. on deposited securities,
etc. among Foreign Shares, etc. provided as substitute securities for a Foreign Stock Margin
Transaction (hereinafter referred to as “Substitute Securities for Margin”).
(4) The provisions of Article 17, Items 1, 3, and 4 shall apply mutatis mutandis to Dividends, etc. on
Substitute Securities for Margin that are not those set forth in the preceding Item.
(5) The Dividends, etc. on the securities provided as Substitute Securities for Margin for a Foreign
Stock Margin Transaction that are not those set forth in the preceding two Items shall be processedin the manner prescribed by our Company.
(Exercise of Voting Rights Pertaining to Substitute Securities )Article 26 The provision of Article 10 or Article 10-2 shall apply mutatis mutandis to the voting rights at
the general meeting of shareholders for deposited securities, etc. among Substitute Securities for
Margin.
A Customer shall not have any voting rights of the securities purchased by the Customer with themoney loaned by our Company as a Foreign Stock Margin Transaction.
2.

The provision of Article 17, Item 6 shall apply mutatis mutandis to the voting rights at the general
meeting of shareholders for Foreign Shares, etc. among Substitute Securities for Margin that are notthose set forth in the preceding Paragraph.

3.

The voting rights at the general meeting of shareholders for the securities provided as SubstituteSecurities for Margin for a Foreign Stock Margin Transaction that are not those set forth in thepreceding two Paragraphs shall be processed in the manner prescribed by our Company.

(Sending, etc. of Documents, etc. of Shareholders Meeting Pertaining to Substitute Securities)
Article 27 The provision of Article 11 shall apply mutatis mutandis to any documents related toshareholders meetings, business reports, and other notices related to rights or interests of shareholders(beneficiary for Foreign Investment Trust Beneficiary Certificates, etc. and beneficiary certificates offoreign beneficiary certificate-issuing trusts, investor or investment corporation creditor for Foreign
Investment Securities, etc., and holder in the case of depository receipts for Foreign Shares), such as
dividends and grants of share options, etc. pertaining to, among the Substitute Securities for Margin,
the deposited securities, etc. delivered by the issuer of the deposited securities, etc. (excluding
depository receipts for Foreign Shares) or Foreign Shares, etc. related to the rights indicated on
depository receipts for Foreign Shares.
2.

The provision of Article 19 shall apply mutatis mutandis to any documents related to shareholders
meetings, business reports, and other notices related to rights or interests of shareholders (beneficiaryfor Foreign Investment Trust Beneficiary Certificates, etc. and beneficiary certificates of foreign
beneficiary certificate-issuing trusts, and investor or investment corporation creditor for Foreign
Investment Securities, etc.), such as dividends and grants of share options, etc. pertaining to, among
the Substitute Securities for Margin, Foreign Shares, etc. delivered by the issuer of the Foreign Shares,
etc. that are not securities set forth in the preceding Paragraph.

3.

The notices set forth in the items under Article 18, Paragraph 1 or 2 for the securities provided as
Substitute Securities for Margin for a Foreign Stock Margin Transaction that are not those set forth in
the preceding two Paragraphs shall be provided in the manner prescribed by our Company.

(Instructions on the Place and Method of Execution of Sale or Purchase Orders for Foreign Stock
Margin Transactions)
Article 28 Notwithstanding the provision of Article 12, the place and method of execution of the
Customer’s sale or purchase order with our Company for a Foreign Stock Margin Transaction shall47

be as designated by our Company.
(Execution and Processing of Orders for Foreign Stock Margin Transactions)
Article 29 Notwithstanding the provision of Article 13, the sale or purchase order for a Foreign Stock
Margin Transaction shall be conducted pursuant to the provisions of each of the following items:(1) Orders shall be placed with our Company within the time specified by our Company.
(2) The minimum purchase unit for Foreign Securities shall be as specified by our Company.
(3) Our Company shall send Delivery Document upon Conclusion of Contract, etc. to the Customer,
without delay after confirming that the sale or purchase, etc. has been executed.
(Delivery Date, etc. for Foreign Stock Margin Transactions)
Article 30 The provision of Article 14 shall apply mutatis mutandis to the handling of delivery, etc. after
the Foreign Stock Margin Transaction has been concluded.
2.

The delivery of the margin for a Foreign Stock Margin Transaction and the securities provided as
Substitute Securities for Margin for a Foreign Stock Margin Transaction shall be completed within
the period specified by our Company.

(Processing of Rights Pertaining to Foreign Stock Margin Transactions)
Article 31 The provisions of Articles 7 and 8 shall apply mutatis mutandis to the processing of the rights
of deposited securities, etc. among Substitute Securities for Margin.
2.

The provision of Article 17 shall apply mutatis mutandis to the processing of the rights of securities
as Substitute Securities for Margin that are not those set forth in the preceding Paragraph.

3.

If a right to receive dividends from surplus or shares due to share split is granted with respect tosecurities purchased through a Foreign Stock Margin Transaction or securities loaned from ourCompany, the handling of such right shall be as specified by our Company.

(Notices)
Article 32 Our Company will give the following notices to the Customer with respect to any securities for
a Foreign Stock Margin Transaction with outstanding balance:(1) Notice of issuance of shares for subscription, share split or consolidation, etc., or any other factthat materially affects the status of shareholders or beneficiaries and holders;(2) Notice of dividends, interest, profit distributions, redemption money, etc.; and(3) Notice of merger or other important proposal to the shareholders meeting.
(Notices, etc. from the Issuer)
Article 33 Our Company shall keep notices and materials, etc. delivered by issuers of securities for a
Foreign Stock Margin Transaction with outstanding balance for three years from the date of theirarrival and make them available for review.; provided, however, if the Customer wishes to have such
documents sent, they will be sent to the Customer.
2.

The Customer shall pay our Company, as they arise, the actual costs required for sending notices andmaterials, etc. to the Customer pursuant to the proviso of the preceding Paragraph.

48

(Fees, etc. for Foreign Stock Margin Transactions)
Article 34 The Customer shall pay to our Company the interest on the borrowed money for a Foreign
Stock Margin Transaction, borrowing and lending fees and other fees for the securities borrowed for
a Foreign Stock Margin Transaction by the delivery date set forth in Article 14, Item 2, and in suchcases, the Customer shall comply with the provisions of Articles 21 and 22 with respect to the receipt
and payment of foreign currencies and cash.
(Delivery of Report on Outstanding Balance of Foreign Stock Margin Transactions)
Article 35 Pursuant to the provision of Article 37, the Customer shall periodically receive a Report on
Outstanding Balance of Transactions issued by our Company with respect to the securities for a
Foreign Stock Margin Transaction with outstanding balance.
(Account Management Fee for Foreign Stock Margin Transactions)
Article 36 The Customer shall pay to our Company an account management fee for the Foreign Stock
Margin Transaction Account as specified by our Company, as the cost of various procedures set forthin this agreement.
Note: These Rules above shall be appropriately prescribed according to the actual and current
situation of each company..

CHAPTER Ⅴ. MISCELLANEOUS PROVISIONS(Delivery of Account Balance Statements)
Article 37 With respect to the Foreign Securities entrusted for safekeeping by the Customer to ourCompany, the Customer shall receive account balance statements issued by our Company on a regularbasis; provided, however, that by the request of the Customer our Company may substitute thismethod for a method whereby the Customer receives an account balance statement immediately after
any transfer or settlement activity in the account.
2.

Notwithstanding the provisions of the previous Item, in the case that our Company is not legallyobligated to deliver Delivery Document upon Conclusion of Contract, etc. to the Customer, with the
exception of those cases provided for otherwise legally, the Customer shall receive an account balancestatement immediately after any transfer or settlement activity in the account.

3.

Even when our Company is delivering an account balance statement to a Customer immediately after
any transfer or settlement activity in the account, for the matters to be stipulated under the law, ourCompany may substitute the method of delivery of an account balance statement immediately after
any transfer or settlement activity in the account with the method of issuing an account balancestatement on a regular basis.

(Notification of Identification Number)
Article 38 On the occasion of opening an account pursuant to the provisions of the Act on the Use of
Numbers to Identify a Specific Individual in the Administrative Procedure (hereinafter referred to as“Number Use Act”) or other relevant laws and regulations, or upon receipt of a notice of an
Identification Number (meaning an Individual Number prescribed in Article 2, Paragraph 5 of the
Number Use Act or a Corporate Number prescribed in Paragraph 15 of the same Article; the same
shall apply hereinafter), or in any other cases prescribed in the Number Use Act or other relevant laws
and regulations, the Customer shall notify the Company of the Customer’s Identification Number. In
this event, the Company shall verify the identity of the Customer pursuant to the provisions of the
Number Use Act or other relevant laws and regulations.

49

(Matters to be Notified)
Article 38-2 The Customer shall notify its address (or residence), name (or appellation), seal, Identification
Number, etc. to our Company in the written form prescribed by our Company.
(Notice of Change in Notified Matters)
Article 39 If any change occurs in the address (or residence), name (or appellation), Identification Number,etc. notified to our Company or if the Customer’s seal notified to our Company is lost, the Customer
shall immediately give our Company a notice thereof in accordance with the procedures prescribedby our Company.
(Exemption from Liability in Case of Failure to Notify, Etc.)
Article 40 Our Company shall be exempted from any liability for any damage caused to the Customer by
the failure to make, or a delay in making, any notice under the preceding Articles.
(Effect of Notice)
Article 41 If any notice concerning the Account given by our Company to the Customer is delayed or does
not arrive due to the removal or absence of the Customer or any other cause attributable to theCustomer, such notice may be treated as if it had arrived at the Customer at such time as it would
normally have arrived.
(Account Administration Fee)
Article 42 The Customer shall pay to our Company the account administration fee prescribed by ourCompany as expenses for the various procedures provided for in this Agreement.
(Termination of Agreement)
Article 43 This Agreement shall be terminated upon the occurrence of any of the following events:(1) If the Customer proposes the termination hereof to our Company;(2) If the Customer violates any of the provisions hereof and our Company gives the Customer a
notice of termination;(3) If it is found that the Customer made a false statement on its commitment at the time of opening
the account and the Company gives the Customer a notice of termination;(4) If the Customer is found to be an organized crime group member, a corporation associated withan organized crime group, or antisocial forces such as a corporate racketeer, and the Company
gives the Customer a notice of termination;(5) If the Customer makes a violent request or unfair request that exceeds the legal responsibility, andthe Company determines that it is impossible to continue the contractual relationship and gives
the Customer a notice of termination; or(6) If, other than those events prescribed in the preceding Items, any event prescribed by our Company
as an event where it is deemed appropriate to terminate this Agreement occurs, or if our Company
proposes the termination hereof to the Customer for unavoidable reasons.
2.

In the case of the termination of this Agreement pursuant to the preceding Paragraph, our Company
shall return Deposited Foreign Securities and money to the Customer in a manner prescribed by theCompany. If there are some Foreign Securities that cannot be returned in the original form, theCompany shall return the sale proceeds, etc. to the Customer in a manner prescribed by the Company
50

through the liquidation or closing transaction under the instruction of the Customer.
(Matters Exempt from Liability)
Article 44 Our Company shall be exempted from liability for the damages set forth in below:(1) Damages arising from a delay in, or the impossibility of, execution of a sale or purchase, receipt
or payment of money, safekeeping procedure, etc. due to any event deemed to be force majeure,such as an act of God, political change, strike, abrupt change in the foreign exchange situation,
closing of foreign exchange market, etc.;(2) Damages arising from causes not attributable to our Company, such as errors or delays in telegraphor mail; and(3) Damages arising from the receipt or payment of money, return of securities entrusted for
safekeeping, or other actions made or taken after our Company has acknowledged that the seal on
the relevant document in the form prescribed by our Company is the genuine seal impression
notified to our Company [by the Customer].
Note: Be careful not to make this indemnity disadvantage the Customers one-sidedly.
(Governing Law and Agreed Jurisdiction)
Article 45 The governing law concerning the rights and obligations on the Foreign Securities transactions
between the Customer and our Company shall be the Japanese law; provided, however, that the
governing law may be the law of another country requested by the Customer if the Customer
specifically requests it and our Company accepts it.
2.

With respect to any legal action relating to the Foreign Securities transactions between the Customer
and our Company, our Company may designate a court among the courts having jurisdiction over thehead office or branch offices of our Company.

(Amendment to Agreement)
Article 46 The provisions of this Agreement may be amended, [based on the provision of Article 548-4 of
the Civil Code], due to the change of laws and regulations, instruction by the competent authority, or
any other reason that requires such amendments. The fact of the amendment and the content of theamendments, as well as the timing that they come into effect, shall be publicized by means of [Display
at a counter, Internet, or other equivalent methods] by the date when the amendments come into effect.
Note: The description inside the brackets above shall be appropriately prescribed according to
the actual and current situation of each Regular Member. The wording, “based on the provisionof Article 548-4 of the Civil Code,” is not mandated by law; provided, however, the inclusion ofthis wording may contribute to easier recognition of the rationality of a change in standard
terms and conditions in agreements, and thus each Regular Member shall decide whether or
not to cite individual articles based on the content of its own agreements.
(Consent of Providing Personal Data to a Third Party)
Article 47 In any case described in each Item below, the Customer shall consent that the personal data of
the Customer (address, name, contact information, date of birth, the quantity of Foreign Securities
held, and other information to the extent that it is necessary depending on each case) may be provided
to a person set forth in each Item below:(1) In case a reduced tax rate or tax exemption, tax refund, or other procedures related to thewithholding tax imposed by a country other than Japan is implemented on the investment fruits
such as dividends, interests, distribution of profits, etc. of the Foreign Securities;
51

The tax authority of the country, a custodian of the Foreign Securities, or a person who isdesignated by the above-mentioned persons/entities to implement the procedures for the abovementioned actions on their behalf.
(2) In case a reduced tax rate or tax exemption, tax refund, or other procedures related to thewithholding tax imposed by a country other than Japan is implemented on the investment fruits
such as dividends, interests, distribution of profits, etc. of the Foreign Securities that are related
to the rights described in depositary receipts;
The tax authority of the country, a custodian of the Foreign Securities, an issuer or a custodian ofthe depositary receipt, or a person who is designated by the above-mentioned persons/entities toimplement the procedures for the above-mentioned actions on their behalf.
(3) In case an issuer of the Foreign Securities that is related to the rights described in Foreign
Securities or depositary receipts prepares statistical data that is necessary to produce the securities
report and other documents in accordance with the laws and rules of Japan or other countries orrules of a Financial Instruments Exchange (hereinafter referred to as “Laws and Rules”), to
exercise the rights or fulfill the obligations under the Laws and Rules, to provide information to
substantial shareholders, or to do public relations;
An issuer or a custodian of the Foreign Securities, or an issuer or a custodian of the Foreign
Securities that are related to the rights described in depositary receipts.
(4) In case the competent authority of the Financial Instruments Market that executes the transactionof Foreign Securities and is located outside Japan (including a self-regulatory organization that is
authorized by the competent supervising authority; the same shall apply hereinafter in this Item)
conducts an investigation on money laundering, crimes in connection with securities transaction,or other investigation for the purpose of ensuring transaction fairness in the Financial Instruments
Market under the relevant Laws and Regulations, etc. of that countries, etc., and in case it is clearthat the personal information contained in the investigation result is used neither for criminal
proceedings by the court or judges nor for any other purposes;
The competent supervising authority, a Foreign Securities broker or a custodian of the Foreign
Securities transaction.
Note 1: For these provisions, in light of Articles 3 and 11 of the “Guideline on the Protectionof Personal Information in the Financial Sector” prepared by the Personal
Information Protection Commission and the Financial Services Agency, it isdesirable that the provisions related to the treatment of the personal information
are clearly distinguished from other provisions by using a different size font, a bold
font, or other method to let the owner of the personal information recognize andunderstand it easily.
Note 2In the case of providing the U.S. tax agency (the Internal Revenue Service) withinformation including the personal information of the Customer as required forcomplying with the Foreign Account Tax Compliance Act in the U.S. (“FATCA”),
it is necessary to obtain consent pursuant to the “Statement of Mutual Cooperationand Understanding between the U.S. Department of the Treasury and the
Authorities of Japan to Improve International Tax Compliance and to Facilitate
Implementation of FATCA” dated June 11, 2013 (by the Financial Services Agency,
Ministry of Finance, and National Tax Agency). For the provision of personal
information, it is also necessary to obtain consent pursuant to the Act on theProtection of Personal Information. If you intend to obtain the consent mentioned
above not by individual consent forms but by this agreement, one approach is tochange the title of Article 33 to “(Consent of Providing Personal Data, Etc. to a
Third Party)” and add a provision like the one below:
For these provisions, in light of Articles 3 and 11 of the “Guideline on the Protectionof Personal Information in the Financial Sector” prepared by the Personal
Information Protection Commission and the Financial Services Agency, it isdesirable, as in the case of Paragraph 1, that the provisions related to the treatment
52

of the personal information are clearly distinguished from other provisions by using
a different size font, a bold font, or other method to let the owner of the personal
information recognize and understand it easily.
2.

Based on the request from the U.S. government and the Japanese government, if
the Company believes that the applicant meets or is likely to meet any of thefollowing Items as a reportable person under the Foreign Account Tax Compliance
Act in the U.S. (“FATCA”), the Customer must consent that the Customer’s
information (name, address/location, U.S. Taxpayer Identification Number,account number, balance of account, income generated on the account, and otherinformation designated by the U.S. tax agency (Internal Revenue Service)) may beprovided to the U.S. tax agency (Internal Revenue Service) for the purpose of tax
execution by the U.S. tax agency:(1) Natural person, corporation, or other entity who is a taxpayer in the U.S.;(2) Non-U.S. corporation or other entity that is substantially controlled by anatural person who is a taxpayer in the U.S.; or(3) Financial institutions that have not participated in the FATCA framework(excluding those who are treated as exempt beneficiary owners pursuant to
Articles 1471 and 1472 of the U.S. Internal Revenue Code).
As of MMMM DD, YYYY
(Name of Association Member)(Note) This amendment comes into effect as of July 1, 2022.
This translation is solely for the convenience of those interested therein, and accordingly all questions that
may arise with regard to the meaning of the words or expressions herein shall be dealt with in accordancewith the original Japanese text53