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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, gInvestment Trust with Instruction by Trustorh 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 gspecific asseth), with a view to dividing the beneficiary interests to be distributed to a plural of persons.

(2)   [Not Translated]

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

(4)-(12) [Not Translated]

(13) In this law, gpublic offeringh 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, gprivate offering for eligible institutional investorsh 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, gprivate offering for the investing publich 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‚Μ

@@@    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 gforeign investment securitiesh) 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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