Investment Trust and Investment Corporation Act

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Investment Trust and Investment Corporation Act (Japan)

[English Translation of the Content and Articles 1, 2 and 220]

Part　One General Provisions

Article 1

The purpose of this law is to make contribution for the development of the national economy through facilitating the investment activities in securities and other valuable instruments by the investors and others, through establishing the systems enabling entities other than investors to collectively manage and invest the money of investors in securities and/or other valuable instruments to distribute the yields to the investors by means of the investment trust or the investment corporation; ensuring the proper management of the money on the basis of such systems; and protecting the purchasers of the various securities and/or instruments issued through such systems.

Article 2

(1) In this law, “Investment Trust with Instruction by Trustor” means the trust settled under this law, the purpose of which is to manage and invest the trust property under the instruction of the trustor (including the instruction of such person as specified in the Government Degree if all or a part of the power to make such instructions is authorized to him) principally in valuable instruments, real estates and/or such other assets as specified in the Government Degree as those for which the investment activities must be facilitated (hereinafter referred to as “specific asset”), with a view to dividing the beneficiary interests to be distributed to a plural of persons.

(2) [Not Translated]

(3) In this law, “investment trust” means the investments trust with instruction by trustor and the investment trusts without instruction by trustor.

(4)-(12) [Not Translated]

(13) In this law, “public offering” means the solicitation or offering of newly issued beneficiary securities (including the similar items specified in the Ordinance of Cabinet Office; hereinafter, this expression shall be construed in the same way) which falls under those for a plural of persons as the offeree parties under the provisions of the Government Degree (except for private offering for eligible institutional investors).

(14) In this law, “private offering for eligible institutional investors” means the solicitation or offering of newly issued beneficiary securities that falls under those solely for eligible institutional investors (which means eligible institutional investors defined in Subparagraph 1, Paragraph 3 of Article 2 of Securities Act) as the offeree parties under the provisions of the Government Degree.

(15) In this law, “private offering for the investing public” means the solicitation or offering of newly issued beneficiary securities that is not either public offering or private offering for eligible institutional investors.

(16)-(29) [Not Translated]

Part　Two Investment Trust System

Chapter　One Investment Trust with Instruction by Trustor

Section 1 General Principles

Section 2 Trustor of Investment Trust

Subsection 1 Approval and Related Matters

Subsection 2 Service and Business

Item 1　General Principles

　 Item 2　Entrustment Business of Investment Trust

　　　　　 Item 3　Management of the Asset of the

Investment Corporation

　　　　　 Item 5　Other Service and Business

　　　　 Subsection 3　 Accounting

　　　　 Subsection 4 Supervision　

　　　　 Subsection 5 Miscellaneous　

Chapter Two Investment Trust without Instruction by Trustor

　Chapter Three Investment Trust Association

　Chapter Four 　 Foreign Investment Trust

Part Three　 Investment Corporation System

　Chapter One　 Investment Corporation

　　 Section 1 General Principles

　　　 Section 2 Incorporation

　　　 Section 3　 Investment Unit and Investment Securities

　　　 Section 4 Organs

　　　　 Subsection 1 General Meeting of Investors

　　　　 Subsection 2 Executing Officers, Supervising Officers

and Board of Officers

　　　　　 item 1　 Executing Officers

　　　　　 Item 2 Supervising Officers

　　　　　 Item 3 Board of Officers

　　　　　 Item 4 Responsibilities of Executing Officers,

Supervising Officers and Related Matters

　　　 Section 5 Delegation of Administration　

　　　 Section 6 Accounting Auditor

　　　 Section 7 Additional Issue of Investment Units　

　　　 Section 8 Payback of the Investment Units

　　　 Section 9 Calculation　

　　　 Section 9-2 Debentures of Investment Corporation

　　　 Section 10 Amendment of Terms　

　　　 Section 11 Dissolution　

　　　 Section 12 Merger　

　　　 Section 13 Liquidation　

　　　　 Subsection 1 General Principles

　　　　 Subsection 2 Special Liquidation　

　　　 Section 14 Registration　

　　　 Section 15　 Miscellaneous

Chapter Two 　 Service and Business of Investment Corporationの

　　　 Section 1 Registration

　　　 Section 2 Service and Business

　　　　 Subsection 1 Scope of the Service and Business

　　　　 Subsection 2 Delegation of Service and Business

　　　 Section 3 Supervision

　　Chapter Three Foreign Investment Corporation

Article 220

(1) A foreign investment corporation or the person equivalent to the former or planner thereof shall, if offering and/or related handlings of investment securities issued by that foreign investment corporation or instruments similar to the investment corporation debentures (in this article or Article 223, hereinafter referred to as “foreign investment securities”) takes place, have to previously notify the Prime Minister of the following matters related to that foreign investment corporation under the Ordinance of Cabinet Office.

1. Purpose, commercial name and address,

2. Particulars related to organization and officers,

3. Particulars related to administration and management of assets,

4. Particulars related to calculation and distribution of profits,

5. Particulars related to the rights represented in the foreign investment securities,

6. Particulars related to refund or repurchase of foreign investment securities,

7. Any matters specified in the Ordinance of Cabinet Office other than those mentioned above.

(2) To the notification under the provisions of the previous paragraph, memorandum of such foreign investment corporation or equivalents or any other documents specified in the Ordinance of Cabinet Office shall be attached.

Part Four Miscellaneous

Part Five Penalties

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