I285 AVENUE OFTHE AMERICAS PAUL. WEISS. RIFKIND. WHARTON 8 GARRISON LLP NEWK)RK. IPI 1 0 0 1 ~ TELEPHONE (2 I21 373-5000 FACSIMILE 12 IP) 757-3900 #-)L 70'J 7%2F 7- t-2m#? !J Y2%RS*%*rn**%% 1015 L STREET. NW WASHINGTON. DC 20030-5004 NKOKU SElMEl BUILDING. 2-2 UCHlSAlWAlCHO 2-CHOME. CHIYODA-KU. TOKYO 100-001 I.JAPAN TELEPHONE (202) 223-73W FACSIMILE (202) 223-7420 TELEPHONE (03) 3597-8 I0l FACSIMILE (03)3587-8 120 ORIENTAL PW,TOWER €3 SUITE 1205 NO. I EAST CHANG AN AVENUE DONG CHENG DISTRICT BEIJING. 100738 PEOPLE'S REPUBLIC OF CHINA TELEPHONE (8O- 10) 8518-2700 FACSIMILE (80- t 0) (15 (8-2700/6 1 l2TH FLOOR, HONO KONG CLUB BUILDING 3A CHATER ROAD. CENTRAL HONQ KONG January 23,2006 TELEPHONE 1852) 253ESO35 FACSIMILE 1852) 2530-0022 ALDER CASTLE I0 NOBLE STREET LONDON ECZV 7JU. U.K. TELEPHONE (44 20) 7307 1000 U.S. Securities and Exchange Commission FACSIMILE I44 201 7307 1050 100 F Street, N.E. Washington, D.C. 20549 U.S.A. Attn: Mr. Brian V. Breheny, Chief Ms. Christina Chalk, Special Counsel Office of Mergers and Acquisitions Division of Corporation Finance Mitsubishi UFJ Financial Group, Inc. and Designated Subsidiaries Request to Report on Schedule 13G as Qualified Institutional Investors Ladies and Gentlemen: We are writing on behalf of Mitsubishi UFJ Financial Group, Inc. ("MUFG") and certain of its non-U.S. subsidiaries listed in Annex A attached hereto (the "Designated Subsidiaries") to request assurance that the Division of Corporation Finance (the "Division") will not recommend enforcement action by the U.S. Securities and Exchange Commission (the "Commission") if MUFG and the Designated Subsidiaries report beneficial ownership of registered equity securities as required by the rules promulgated under Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Act"), on Schedule 13G based on Rule 13d-l(b)(l) of the Act rather than on Schedule 13D or on Schedule 13G as passive investors, notwithstanding the fact that it and/or they do not technically meet the definitions of the persons listed in Rule 13d- l(b)(l)(ii). I. Background A. Description of MUFG MUFG is a bank holding company organized under the laws of Japan. Formed through the merger between Mitsubishi Tokyo Financial Group, Inc. and UFJ Holdings, Inc. on October 1,2005, MUFG is the largest bank holding company in the world when measured by total assets. Through its direct and indirect subsidiaries (collectively, together with MUFG, the "Group"), MUFG provides a broad range of PAUL. WEISS. RIFKIND. WHARTON 8 GARRISON LLP U.S. Securities and Exchange Commission financial services domestically in Japan and internationally to consumer and corporate customers, including commercial banking, investment banking, asset management, trust and securities-related services as well as credit card and consumer financing services. MUFG's shares are listed on the Tokyo Stock Exchange, the Osaka Securities Exchange, the Nagoya Stock Exchange and the London Stock Exchange. In addition, American Depositary Receipts (ADRs) representing MUFG's shares are listed on the New York Stock Exchange. MUFG engages in various financial services activities in the United States through its subsidiaries and their subsidiaries, branches, offices and agencies. UnionBanCal Corporation, which is approximately 63%owned indirectly by MUFG through The Bank of Tokyo-Mitsubishi UFJ, Ltd. ("BTMU"), provides commercial banking services in California, Oregon and Washington through its subsidiary, Union Bank of California. BTMU, which is a wholly-owned Japanese subsidiary of MUFG, has subsidiaries, branches, offices or agencies in California, Georgia, Illinois, Massachusetts, Minnesota, New York, Oregon, Texas, Washington and Washington, D.C., offering various financial services, including commercial banking, investment banking, asset management, trust and securities-related services. In addition, Mitsubishi UFJ Securities (USA), Inc., a U.S. subsidiary indirectly owned by MUFG through Mitsubishi UFJ Securities Co., Ltd. ("MUS"), provides broker-dealer services in New York. Similarly, Mitsubishi UFJ Securities International plc, a U.K. broker-dealer wholly owned by MUS, has a branch office in New York. B. Description of Designated Subsidiaries Among the Group companies, the Designated Subsidiaries include the following Japanese, U.K. and Swiss subsidiaries: Japan BTMU and The Senshu Bank conduct commercial banking and banking- related activities in Japan. Mitsubishi UFJ Trust and Banking Corporation engages in banking and investment trust activities. Activities similar to those of investment advisers in the United States are conducted by MU Investments Co., Ltd. and Mitsubishi UFJ Asset Management Co., Ltd., while MUS and Mitsubishi UFJ Wealth Management Securities, Ltd. engage in broker-dealer activities. All of the above subsidiaries are organized under the laws of Japan. United Kingdom Mitsubishi UFJ Securities International plc is organized under the laws of the United Kingdom and engages in broker-dealer and banking activities. Mitsubishi UFJ Asset Management (UK) Ltd. is also organized under the laws of the United Doc #.T1<1:55108.14 PAUL. WEISS. RIFKIND. WHARTON 8 GARRISON LLP U.S. Securities and Exchange Commission Kingdom and engages in activities that are similar to those of investment advisers in the United States. Switzerland UFJ Bank (Switzerland) Ltd. is organized under the laws of Switzerland and conducts broker-dealer and banking activities. C. Description of Regulation of MUFG and Designated Subsidiaries As briefly described below, MUFG and the Designated Subsidiaries are subject to the following regulatory regimes in Japan, the United Kingdom and Switzerland. Please note that we do not practice Japanese, U.K. or Swiss law. The discussion in the following summary pertaining to those jurisdictions is based on our communications with MUFG and its local counsel in Japan, the U.K. and Switzerland. Japan As noted above, the Group conducts commercial banking, investment banking, asset management, trust and securities-related services as well as credit card and consumer financing services activities in Japan that are analogous to those of banks, broker-dealers and investment advisers contemplated by Rules 13d-1 (b)(l )@)(A), (B) and (E) under the Act, respectively. In conducting those activities, the Group companies are subject to extensive regulation, as briefly summarized below, which, taken together, is comparable to the regulatory regime applicable to such activities in the United States. Please note that the regulatory regime in Japan has also been described in previous no- action letters, in response to which no-action relief was granted. See, e.g., Deutsche Bank AG (available Feb. 14,2002); Morgan Stanley Group Inc. (available Dec. 29, 1995); and Bankers Trust New York Corporation (available May 15, 1990). See also the letter from Mori, Hamada & Matsumoto attached hereto as Annex B confirming that the following descriptions of the Japanese regulatory regime are applicable to MUFG and its Designated Subsidiaries in Japan and that they fairly summarize such Japanese regulatory regime. Supervision. The Financial Services Agency of Japan ("FSA"), established as an agency of the Cabinet Office in 1998 after several reorganizations of Japanese governmental agencies, is responsible for supervising and inspecting financial institutions, making policy for the overall Japanese financial system and conducting insolvency proceedings with respect to financial institutions. The FSA, if it deems necessary to secure the sound and appropriate operation of a bank holding company's or a bank's business, may request the submission of reports or materials from or conduct an on-site inspection of a bank holding company or a bank, or suspend all or part of the business of a bank. Furthermore, the FSA may revoke the approval of a bank holding company or the license of a bank when a bank holding company or a bank acts contrary PAUL, WEISS. RIFKIND. WHARTON 8 GARRISON LLP U.S. Securities and Exchange Commission to public policy. The Bank of Japan, as the central bank for financial institutions, conducts "on-site inspections," in which its staff visits financial institutions and inspects the assets and risk management systems of those institutions. The Banking Law. Among the various laws that regulate financial institutions, the Banking Law (Law No. 59 of 1981, as amended) and its related orders and ordinances are regarded as the fundamental law for bank holding companies, banks and other private financial institutions. The Banking Law addresses capital adequacy, inspections and reporting, as well as the scope of business activities, disclosure, accounting, limitation on granting credit and standards for arm's length transactions. Bank Holding Company Regulations. In December 1997, the Anti- Monopoly Law was amended to generally permit the creation and existence of holding companies, which had been previously prohibited, except in circumstances in which the existence of a holding company would result in an excessive concentration of economic power. Additional legislative measures relating to holding companies of certain types of financial institutions, such as banks, trust banks and securities companies, were also proposed around this time and they ultimately became effective in March 1998. In connection with those legislative measures and amendments, in December 1997, the Fair Trade Commission amended the guidelines under the Anti-Monopoly Law to relax the standards for approval of a financial