Ordinance for Enforcement of the Act on Investment Trusts and Investment Corporations (Tentative translation)
Pursuant to the provisions of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951) and Order for Enforcement of the Act on Investment Trusts and Investment Corporations (Cabinet Order No. 480 of 2000), and in order to enforce that Act and that Order, the Ordinance of the Prime Minister's Office revising the entire Ordinance for Enforcement of the Act on Securities Investment Trusts and Securities Investment Corporations (Ordinance of the Prime Minister's Office and Ministry of Finance No. 30 of 1998) shall be provided as follows.
Chapter I General Provisions (Article 1 to Article 5)
Chapter II Investment Trust Operated with Instructions from the Settlor (Article 6 to Article 76)
Chapter III Investment Trust without Settlor's Order (Article 77 to Article 93)
Chapter IV Foreign Investment Trust (Article 94 to Article 102)
Chapter V Investment Corporations
Section 1 Investment Corporations (Article 103 to Article 212)
Section 2 Registration, etc. of Investment Corporations (Article 213 to Article 220)
Section 3 Business, etc. of Investment Corporations (Article 220-2 to Article 253)
Section 4 Supervision over Investment Corporations (Article 254 to Article 258)
Chapter VI Foreign Investment Corporations (Article 259 to Article 264)
Chapter VII Miscellaneous Provisions (Article 265 to Article 277)
Supplementary Provisions
Chapter I General Provisions
(Definitions)
Article 1 The terms "Investment Trust Operated with Instructions from the Settlor," "Investment Trust Without a Settlor's Order," "Investment Trust," "Securities Investment Trust," "Securities," "Derivative Transactions," "Beneficiary Certificates," "Public Offering," "Private Placement for Small Number of General Investors," "Settlor Company of an Investment Trust," "Investment Corporation," "Registered Investment Corporation," "Investment Equity," "Investment Securities," "Investor," "Investment Corporation Bonds," "Investment Corporation Bond Certificates," "Asset Management Company," "Asset Custody Company," "Administrative Agent," "Foreign Investment Trust," and "Foreign Investment Corporation" as used in this Ordinance means the Investment Trust Operated with Instructions from the Settlor, Investment Trust Without a Settlor's Order, Investment Trust, Securities Investment Trust, Securities, Derivative Transactions, Beneficiary Certificates, Public Offering, Offering," "Private Placement for Small Number of General Investors, Settlor Company of an Investment Trust, Investment Corporation, Registered Investment Corporation, Investment Equity, Investment Securities, Investor, Investment Corporation Bonds, Investment Corporation Bond Certificates, Asset Management Company, Asset Custody Company, Administrative Agent, Foreign Investment Trust, and Foreign Investment Corporation defined in Article 2 of the Act on Investment Trusts and Investment Corporations (hereinafter referred to as the "Act") respectively, and the terms "Private Placement to Qualified Institutional Investors" and "Private Placement to Small Number of Investors" means the Private Placement to Qualified Institutional Investors and Private Placement to Small Number of Investors prescribed in Article 4, paragraph (2), item (xii) of the Act.
(Attaching of Translations)
Article 2 If any document which is to be submitted to the Commissioner of the Financial Services Agency, Director-General of a Local Finance Bureau, or Director-General of the Fukuoka Local Finance Branch Bureau (hereinafter collectively referred to as the "Commissioner of the Financial Services Agency, etc."), or to be delivered or submitted to the beneficiaries (including persons who intend to acquire Beneficiary Certificates; the same shall apply in the following Article) pursuant to the provisions of the Act, the Order for Enforcement of the Act on Investment Trusts and Investment Corporations (hereinafter referred to as the "Order") or this Ordinance cannot be written in Japanese due to special circumstances, a translation of such document shall be attached thereto; provided, however that this shall not apply to the following documents (limited to those written in English):
(i) documents to be attached to the notification under Article 58, paragraph (1) of the Act pursuant to paragraph (2) of that Article;
(ii) documents to be attached to the notification under Article 16 of the Act as applied mutatis mutandis pursuant to Article 59 of the Act pursuant to the provisions of Article 97, paragraph (2) and Article 98, paragraph (2);
(iii) documents to be attached to the notification under Article 19 of the Act as applied mutatis mutandis pursuant to Article 59 of the Act pursuant to Article 101, paragraph (2);
(iv) documents to be attached to the notification under Article 220, paragraph (1) of the Act pursuant to paragraph (2) of that Article;
(v) documents to be attached to the notification under Article 221, paragraph (1) of the Act pursuant Article 220, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 221, paragraph (2) of the Act; and
(vi) documents to be attached to the notification under Article 222, paragraphs (1) and (2) of the Act pursuant to Article 264, paragraph (2).
(Conversion of a Foreign Currency)
Article 3 If any document which is to be submitted to the Commissioner of the Financial Services Agency, etc. or to be delivered or submitted to beneficiaries or Investors pursuant to the provisions of the Act, the Order, or this Ordinance, includes an amount denominated in a foreign currency, the amount converted into Japanese currency from such foreign currency and the standard used for such conversion shall be denoted in said document; provided, however, that this shall not apply to cases where it is difficult to denote them.
(Requirements, etc. for Excluding Qualified Institutional Investors)
Article 4 The case specified by Cabinet Office Ordinance as referred to in Article 7, paragraph (2) of the Order shall be the cases where any of the following requirements are satisfied:
(i) that a statement to the effect that restriction prohibiting the transfer of the relevant Beneficiary Certificate in cases other the case where transferring to Qualified Institutional Investors (hereinafter referred to as the "Restriction on Resale" in this Article and Article 5, paragraph (1)) is stated on said Beneficiary Certificate and such Beneficiary Certificate is delivered to the acquirer of said Benediciary Certificate:
(ii) that a statement to the effect that a Restriction on Resale is imposed on the relevant Beneficiary Certificate is stated in the documents containing the information on said Beneficiary Certificate which are to be delivered to the acquirer of said Beneficiary Certificate;
(iii) that measures which enable the Members (meaning the members as prescribed in Article 2, paragraph (3) of the Act on Book-Entry Transfer of Company Bonds, Shares, etc. (Act No. 75 of 2001); the same shall apply in Article 5, paragraph (1), item (iii)) to notice that a Restriction on Resale is imposed on the relevant Beneficiary Certificate pursuant to the provisions of that Act; or
(iv) that the issuer of the relevant Beneficiary Certificate is not a person who has already issued Beneficiary Certificates of the Same Class (meaning Beneficiary Certificates of which the issuer and the matters set forth in Article 10-2, paragraph (1), item (xi), sub-item (a) to (c) inclusive of the Cabinet Office Ordinance on Definitions under Article 2 of the Financial Instruments and Exchange Act (Ordinance of the Ministry of Finance No. 14 of 1993) are the same as the relevant Beneficiary Certificate; hereinafter the same shall apply in this Article, the following Article, and Article 5, paragraph (2), item (i)) as said Beneficiary Certificate, which fall under any of the items of Article 24, paragraph (1) of the Financial Instruments and Exchange Act (including the cases where it is applied mutatis mutandis pursuant to Article 27 of that Act; hereinafter the same shall apply in this Article and Article 5, paragraph (2), item (i)).
(Beneficiary Certificates of the Same Class)
Article 4-2 The Beneficiary Certificates specified by Cabinet Office Ordinance as the Beneficiary Certificate of the Same Class as the relevant Beneficiary Certificate as referred to in Article 8, paragraph (1), items (ii) and (iii) of the Order shall be the Beneficiary Certificate of the Same Class.
(Scope of Professional Investors)
Article 4-3 (1) The persons deemed to be professional investors that are specified by Cabinet Office Ordinance as referred to in Article 2, paragraph (9), item (ii) of the Act shall be the persons deemed to be professional investors pursuant to the provisions of Article 34-3, paragraph (4) of the Financial Instruments and Exchange Act (Act No. 25 of 1948) (including the cases where it is applied mutatis mutandis pursuant to Article 34-4, paragraph (4) of that Act) and Article 34-3, paragraph (6) of that Act (including the cases where it is applied mutatis mutandis pursuant to Article 34-4, paragraph (4) of that Act) with regard to the contracts set forth in Article 53, item (i) of the Cabinet Office Ordinance on Financial Instruments Business, etc. (Cabinet Office Ordinance No. 52 of 2007) (referred to as the "Contract for Transaction of Securities" in the following paragraph).
(2) The persons deemed to be customers other than professional investors, that are specified by Cabinet Office Ordinance as referred to in Article 2, paragraph (9), item (ii) of the Act shall be the persons deemed to be customers other than professional investors pursuant to the provisions of Article 34-2, paragraph (5) or (8) of the Financial Instruments and Exchange Act with regard to the Contract for Transaction of Securities.
(Restrictions, etc. on Transfer of Beneficiary Certificates)
Article 5 (1) The method specified by Cabinet Office Ordinance as referred to in Article 8, paragraph (1), item (i) of the Order shall be those that satisfy any of the following requirements:
(i) that a statement to the effect that a Restriction on Resale is imposed on the relevant Beneficiary Certificate is stated on said Beneficiary Certificate and such Beneficiary Certificate is delivered to the acquirer of said Beneficiary Certificate:
(ii) that a statement to the effect that a Restriction on Resale is imposed on the relevant Beneficiary Certificate is stated in the documents containing the information on said Beneficiary Certificate which are to be delivered to the acquirer of said Beneficiary Certificate; or
(iii) that measures which enable the Members to notice that a Restriction on Resale is imposed on the relevant Beneficiary Certificate pursuant to the provisions of the Act on Transfer of Corporate Bonds, Shares, etc.
(2) The requirements specified by Cabinet Office Ordinance as referred to in Article 8, paragraph (2), item (ii) of the Order shall be that the relevant case satisfies all of the following requirements:
(i) that the Beneficiary Certificate of the Same Class as the relevant Beneficiary Certificate does not fall under the category of Securities set forth in the items of Article 24, paragraph (1) of the Financial Instruments and Exchange Act; and
(ii) that a solicitation of an application to acquire Beneficiary Certificates is made where the relevant Beneficiary Certificate is acquired on the condition that a contract on transfer providing the matters listed in the following sub-items (a) and (b) shall be concluded between the issuer of the relevant Beneficiary Certificate and the person who intends to acquire said Beneficiary Certificate in response to the solicitation of an application to acquire Beneficiary Certificates (hereinafter such person shall be referred to as the "Acquirer" in this item), and between the person who makes the solicitation of an application to acquire Beneficiary Certificates and said Acquirer.:
(a) that the Acquirer who has acquired the relevant Beneficiary Certificate in response to the solicitation of an application to acquire Beneficiary Certificates does transfer such Beneficiary Certificate to persons other than Professional Investors, etc. (meaning the Professional Investors, etc. as prescribed in Article 8, paragraph (2), item (ii) of the Order; the same shall apply in sub-item (b));
(b) that, in the following cases, the Acquirer who has acquired the relevant Beneficiary Certificate in response to the solicitation of an application to acquire Beneficiary Certificates may transfer such Beneficiary Certificate to persons other than Professional Investors, etc.:
1. cases where the Acquirer transfers the relevant Beneficiary Certificate to the issuer of said Beneficiary Certificate or its Officer(s) (meaning directors, company auditors, executive officer, board members or auditors, or persons equivalent thereto) that is a person who holds the voting rights exceeding 50 percent of the Voting Rights Held by All the Shareholders, etc. (meaning the Voting Rights Held by All the Shareholders, etc. as prescribed in Article 29-4, paragraph (2) of the Financial Instruments and Exchange Act; hereinafter the same shall apply in this Article) (the first-mentioned voting rights includes voting rights pertaining to shares or equity that may not be duly asserted against the issuer pursuant to the provisions of Article 147, paragraph (1) or Article 148, paragraph (1) of the Act on Transfer of Corporate Bonds, Shares, etc. (including the cases where these provisions are applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1) and Article 276 (limited to the part pertaining to item (ii)) of that Act); hereinafter referred to as the "Subject Voting Rights" in this Article) of the issuer in his/her own name or another person's name (hereinafter such Officer shall be referred to as the "Specified Officer" in this Article), or the Controlled Juridical Person, etc. of the Specified Officer (excluding the issuer); and
2. cases where the Acquirer transfers the relevant Beneficiary Certificate to a company holding shares or equity pertaining to Subject Voting Rights exceeding 50 percent of the Voting Rights Held by All the Shareholders, etc. of the issuer of the relevant Beneficiary Certificate in its own name or another person's name.
(3) In cases where the Specified Officer and its Controlled Juridical Person, etc. jointly hold shares or equity pertaining to the Subject Voting Rights exceeding 50 percent of the Voting Rights Held by All the Shareholders, etc. of another Juridical Person, etc. (meaning a juridical person and other organizations; hereinafter the same shall apply in this Article) in their own name or another person's name, said other Juridical Person, etc. shall be deemed to be the Controlled Juridical Person, etc. of said Specified Officer and the provisions of item (ii), sub-item (b)1. of the preceding paragraph and this paragraph shall apply.
(4) The term "Controlled Juridical Person, etc." as used in paragraph (2), item (ii), sub-item (b)1. and the preceding paragraph means, in cases where a Specified Officer holds shares or equity pertaining to Subject Voting Rights exceeding 50 percent of the Voting Rights Held by All the Shareholders, etc. of another Juridical Person, etc., said other Juridical Person, etc.
Chapter II Investment Trust Operated with Instructions from the Settlor
(Notification of the Contents of the Basic Terms and Conditions of an Investment Trust)
Article 6 (1) The notification under Article 4, paragraph (1) of the Act shall be made by submitting the notification containing the following matters to the Commissioner of the Financial Services Agency or Other Competent Official (meaning the Commissioner of the Financial Services Agency in the case of notification related to the authority designated by the Commissioner of the Financial Services Agency pursuant to the provisions of Article 135, paragraph (5) of the Order, and the Director-General of a Local Finance Bureau who has jurisdiction over the location of the head office of a Financial Services Provider (meaning the Financial Services Provider as prescribed in Article 2, paragraph (11) of the Act; hereinafter the same shall apply, except in Article 112, item (viii) and Article 244), Trust Company, etc. (meaning the Trust Company, etc. as prescribed in Article 47, paragraph (1) of the Act; the same shall apply hereinafter), or an Investment Corporation (in cases of a foreign juridical person, the principal business office or office in Japan) (in cases where the location is within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, the Director-General of the Fukuoka Local Finance Branch Bureau) in the case of notification related to other authority; the same shall apply hereinafter):
(i) the name of the Investment Trust Operated with Instructions from the Settlor pertaining to the relevant Basic Terms and Conditions of an Investment Trust (meaning the Basic Terms and Conditions of an Investment Trust defined in Article 4, paragraph (1) of the Act; hereinafter the same shall apply in this Chapter);
(ii) whether the relevant Investment Trust is a Unit Type (meaning the type of an Investment Trust where additional amounts may not be added to the principal thereof) or Open Type (meaning the type of an Investment Trust where additional amounts may be added to the principal thereof);
(iii) in cases of a Securities Investment Trust, whether the relevant Securities Investment Trust is a Bond Investment Trust (meaning the Bond Investment Trust prescribed in Article 13, item (ii), sub-item (a); hereinafter the same shall apply in this item) or Share Investment Trust (meaning Securities Investment Trust other than the Bond Investment Trust);
(iv) the following matters as those related to the type of assets which are to be the subject of investment:
(a) the type of the Specified Assets (meaning the Specified Assets defined in Article 2, paragraph (1) of the Act; hereinafter the same shall apply) which are to be the subject of investment; and
(b) the type of the assets other than the Specified Assets, which are to be the subject of investment;
(v) the investment policy for the Investment Trust Property (meaning the Investment Trust Property defined in Article 3, item (ii) of the Act; hereinafter the same shall apply in this Chapter);
(vi) the planned amount or the initial planned amount;
(vii) establishment date;
(viii) trust contract period;
(ix) use of a Public Offering, Private Placement to Qualified Institutional Investors, Private Placement to Professional Investors, or Private Placement to Small Number of General Investors;
(x) the period of the Public Offering (meaning the Public Offering of Securities as defined in Article 2, paragraph (3) of the Financial Instruments and Exchange Act; hereinafter the same shall apply in this and the following Chapters) or Private Placement (meaning the Private Placement of Securities as defined in that paragraph; the same shall apply hereinafter);
(xi) the trade name or name of the Financial Services Provider, etc. (meaning the Financial Services Provider, etc. as prescribed in Article 34 of the Financial Instruments and Exchange Act; the same shall apply hereinafter) that handles the Dealing in Public Offering (meaning the dealing in Public Offering of Securities provided in Article 2, paragraph (8), item (ix) of that Act; the same shall apply hereinafter) or Dealing in Private Placement (meaning the dealing in private placement of Securities as provided in that item; the same shall apply hereinafter);
(xii) in cases where the Financial Services Provider carries out Public Offering or Private Placement by itself, such fact; and
(xiii) other matters found to be the feature of the Investment Trust Operated with Instructions from the Settlor pertaining to the relevant Basic Terms and Conditions of an Investment Trust.
(2) The following documents shall be attached to the notification under the preceding paragraph:
(i) a draft of the Basic Terms and Conditions of an Investment Trust; and
(ii) written consent of the Trustee Company (meaning the Trustee Company as defined in Article 9 of the Act; the same shall apply hereinafter)
(Matters to be Stated in the Basic Terms and Conditions of an Investment Trust)
Article 7 The matters specified by Cabinet Office Ordinance as referred to in Article 4, paragraph (2), item (xviii) of the Act shall be the following matters:
(i) matters concerning succession of whole or part of business as a result of split of the settlor or transfer of whole or part of business;
(ii) matters concerning the resignation and dismissal of the trustee, as well as the appointment of a new trustee;
(iii) matters concerning the addition to the principal of a trust in an Investment Trust Operated with Instructions from the Settlor where additional amounts may be added to its principal;
(iv) matters concerning the partial cancellation of an Investment Trust Contract (meaning the Investment Trust Contract defined in Article 3 of the Act; hereinafter the same shall apply in this Chapter);
(v) in cases where the settlor entrusts the authority to make orders for investment (including further entrustment of part of the authority subject to the relevant entrustment; the same shall apply in item (viii) of the following Article and Article 13, item (i)), the details of the entrustment;
(vi) in cases where the person who has accepted the entrustment of authority to make orders for investment from the settlor, further entrusts part of said authority, the trade name or name and location of the person to whom the first-mentioned person further entrusts part of his/her authority to make orders for investment (in cases where the first-mentioned person is a Financial Services Provider registered under Article 29 of the Financial Instruments and Exchange Act for engaging in the Investment Management Business for Qualified Investors (meaning the Investment Management Business for Qualified Investors as prescribed in Article 29-5, paragraph (1) of that Act; hereinafter the same shall apply), including a statement to that effect);
(vii) matters concerning the Consolidation of Investment Trust Operated with Instructions from the Settlor (meaning the Consolidation of Investment Trust Operated with Instructions from the Settlor as prescribed in Article 16, item (ii) of the Act; the same shall apply hereinafter);
(viii) in cases where there is an agent for a beneficiary, a statement to the effect that an authority to exercise voting rights under the provisions of Article 17, paragraph (6) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) of the Act) and the right to demand purchase of beneficial interest under the provisions of Article 18, paragraph (1) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) of the Act) is not included in the authority of the agent for the beneficiary in the Investment Trust Contract; and
(ix) matters concerning the demand for purchase of beneficial interest under the provisions of Article 18, paragraph (1) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) of the Act).
(Details of the Matters to be Stated in the Basic Terms and Conditions of an Investment Trust)
Article 8 The details specified by Cabinet Office Ordinance as referred to in Article 4, paragraph (4) of the Act shall be as follows according to the category of matters listed in the respective items:
(i) the matters listed in Article 4, paragraph (2), item (v) of the Act: the following matters:
(a) the matters related to the changes into a registered form or into a bearer form with regard to Beneficiary Certificates and the procedures for the entry of a name change thereon;
(b) the matters related to the requirements to duly assert against third parties for the transfer of registered Beneficiary Certificates; and
(c) the matters related to the reissuance of Beneficiary Certificates and the costs thereof;
(ii) the matters listed in Article 4, paragraph (2), item (vi) of the Act: the following matters:
(a) basic policy for assets investments;
(b) type of assets which are to be the subject of investment;
(c) in cases of providing a holding ratio or holding restriction for assets which are to be the subject of investment, the details thereof (in cases where the assets which are to be the subject of investment are rights, or where specifying the type and scope of transactions related to the acquisition of such right and imposing restrictions for such acquisition, the respective details thereof);
(d) in cases where loaning the assets acquired by an Investment Trust Property, the details thereof; and
(e) in cases where the relevant trust is a Securities Investment Trust, such fact;
(iii) the matters listed in Article 4, paragraph (2), item (vii) of the Act: in accordance with the type of assets for which the Financial Services Provider gives orders for investment, the respective method, standard and record date for the appraisal therefor;
(iv) the matters listed in Article 4, paragraph (2), item (viii) of the Act: the following matters:
(a) matters concerning the method of calculation for the amount of distributable profits;
(ii) the matters concerning the timing, method and place of the payment of the amount of profit distribution, amount of redemption, and amount for partial cancellation;
(v) the matters listed in Article 4, paragraph (2), item (ix) of the Act: the following matters:
(a) the matters concerning the explanation for the grounds for extension of a trust contract;
(b) matters concerning the explanation for the grounds for cancellation of a trust contract; and
(c) matters concerning the explanation for the treatment of the trust contract in cases of rescission of registration of a settlor or any other case;
(vi) the matters listed in Article 4, paragraph (2), item (x) of the Act: the matters concerning the accounting period and special provisions thereon;
(vii) the matters listed in Article 4, paragraph (2), item (xiii) of the Act: matters concerning the purpose, maximum amount, and use of the borrowing, and, in cases where lenders for the borrowings are limited to Qualifies Institutional Investors, such fact;
(viii) the matters listed in Article 4, paragraph (2), item (xv) of the Act: matters concerning the amount of remuneration for entrustment, and the timing and method of payment thereof;
(ix) the matters listed in Article 4, paragraph (2), item (xvii) of the Act: the matters specified in the following sub-item (a) or (b) according to the category of methods of public notice listed in the respective sub-items:
(a) the method of giving the public notice by publishing in a daily newspaper that publishes matters on current affairs: the name of the daily newspaper that gives the public notice; or
(b) Electronic Public Notice (meaning the Electronic Public Notice as prescribed in Article 25, paragraph (1), item (ii) of the Act): the Registration Address (meaning the Registration Address defined in Article 2, item (xiii) of the Ordinance on Electronic Public Notice (Ordinance of the Ministry of Justice No. 14 of 2006); the same shall apply in Article 79, item (iv), sub-item (b)).
(Matters to be Stated in the Documents Stating the Contents, etc. of Basic Terms and Conditions of an Investment Trust)
Article 9 The matters specified by Cabinet Office Ordinance as referred to in Article 5, paragraph (1) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 54, paragraph (1) and Article 59 of the Act) shall be the following matters:
(i) the following matters concerning the real property which belongs to the Investment Trust Property (hereinafter referred to as the "Real Property for Investment" in this item):
(a) with regard to the Real Property for Investment classified by area, by use, and by for lease or non-lease, the name, location, use, area, structure, whether it is held with ownership or other rights, and the Price (meaning the price as appraised by the appraisal method or standard specified in the Basic Terms and Conditions for an Investment Trust, or appraised and estimated value, posted price, road ratings, published selling price, or other price deemed to be fair in accordance thereto hereinafter the same shall apply in sub-items (b) and (f)), for each property;
(b) the appraisal method of the Price as well as the name of the appraiser;
(c) the details of the collateral;
(d) Status of the Real Property (meaning the structure and current status of the real property, and other matters that have a material influence on the Price of the Real Property for Investment; the same shall apply in sub-item (e));
(e) a summary of the results of the investigation on the status of the real property made by a third party (if such investigation has not been made, such fact) as well as the name of the investigator;
(f) the Investment Ratio (meaning the ratio of the Price of the relevant property to the total of the Prices of all of the property) of each property;
(g) in cases where there is a counterparty with whom a lease contract for the relevant Real Property for Investment has been concluded (hereinafter referred to as the "Tenant" in this sub-item (g)), the following matters (for those which cannot be stated due to unavoidable circumstances, such fact):
1. the total number of Tenants, total lease revenue, total leased area, and total leasable area, as well as the Occupancy Rates (meaning the rate of the total leased area to the leasable area; the same shall apply hereinafter) on a fixed day over the most recent five years
2. in cases where there is a Major Property (meaning buildings and facilities pertaining to one piece of land which are found to be used collectively and for which the total lease revenue consists of 10 percent or more of all the lease revenues of all Real Property for Investment), the total number of Tenants, total lease revenue, total leased area, total leasable area, and Occupancy Rates on a fixed day over the most recent five years of each Major Property; and
3. in cases where there are Major Tenants (meaning Tenants for which the total leased area is 10 percent or more of the whole leased area of all of the Real Property for Investment), the name and type of business of the Tenant, annual lease, leased area, expiration date of the contract, method for renewing the contract, security deposit, and any other matters to be noted with regard to the lease contract therefor.
(ii) the following matters concerning a Renewable Energy Power Generation Facilities for Investment (meaning the Renewable Energy Power Generation Facilities (meaning the Renewable Energy Power Generation Facilities as prescribed in Article 3, item (xi) of the Order; the same shall apply hereinafter) which belongs to the Investment Trust Property; hereinafter the same shall apply in this item):
(a) with regard to the Renewable Energy Power Generation Facilities for Investment classified by the Classification, etc. of Facility (meaning the Classification, etc. of Facility as prescribed in Article 2 of the Ordinance for Enforcement of the Act on Special Measures Concerning Procurement of Electricity from Renewable Energy Sources by Electricity Utilities (Ordinance of the Ministry of Economy, Trade and Industry No. 46 of 2012); the same shall apply hereinafter), by area, and by for lease or non-lease: the name, location and structure of each Renewable Energy Power Generation Facilities, whether it is held with ownership or other rights, and its Price (meaning the price as appraised by the appraisal method or standard specified in the Basic Terms and Conditions for an Investment Trust, or any other price deemed to be fair in accordance thereto; hereinafter the same shall apply in sub-items (b) and (g), and the following item, sub-items (a) and (b));
(b) the appraisal method of the Price as well as the name of the appraiser;
(c) the details of the collateral;
(d) Status of the Renewable Energy Power Generation Facilities (meaning the matters specified according to the cases set forth below; the same shall apply in sub-item (e)):
1. in cases where the Renewable Energy Power Generation Facilities falls within the category of Certified Power Generation Facility (meaning the Certified Power Generation Facility as prescribed in Article 3, paragraph (2) of the Act on Special Measures Concerning Procurement of Electricity from Renewable Energy Sources by Electricity Utilities (Act No. 108 of 2011); the same shall apply in Article 135, item (iii), sub-item (d)): the details of the Specified Contract (meaning the Specified Contract as prescribed in Article 4, paragraph (1) of that Act; hereinafter the same shall apply in sub-item (d), Article 22, paragraph (3), item (viii), and Article 135, item (iii), sub-item (d)) relating to the Renewable Energy Power Generation Facilities (meaning the name of the Specified Supplier (meaning the Specified Supplier as prescribed in Article 3, paragraph (2) of that Act; hereinafter the same shall apply in this item and Article 135, item (iii), sub-items (d) and (f)), the name of the Electricity Utilities (meaning the Electricity Utilities as prescribed in Article 2, paragraph (1) of that Act; hereinafter the same shall apply in sub-item (d) and Article 135, item (iii), sub-item (d)) which has concluded the Specified Contract with said Specified Supplier, the Procurement Price (meaning the Procurement Price as prescribed in Article 3, paragraph (1) of that Act; the same shall apply in Article 135, item (iii), sub-item (d)), the Procurement Period (meaning the Procurement Period as prescribed in that paragraph; the same shall apply in Article 135, item (iii), sub-item (d)), and other important matters concerning said Specified Contract), the structure and current status of the Renewable Energy Power Generation Facilities, and other matters that have a material influence on the Price of the Renewable Energy Power Generation Facilities for Investment; and
2. in cases other than those set forth in 1.: the details of the Power Purchase Contract regarding the Renewable Energy Power Generation Facilities (excluding a contract falling within the category of Specified Contract; hereinafter the same shall apply in 2., Article 22, paragraph (3), item (viii), and Article 135, item (iii), sub-item (d)) (meaning the name of the person who intends to produce Electricity from Renewable Energy Sources (meaning the Electricity from Renewable Energy Sources as prescribed in Article 2, paragraph (2) of the Act on Special Measures Concerning Procurement of Electricity from Renewable Energy Sources by Electricity Utilities; hereinafter the same shall apply in 2. and Article 135, item (iii), sub-item (d)) using the Renewable Energy Power Generation Facilities) (excluding a person who falls within the category of Specified Supplier; hereinafter referred to as the "Supplier" in 2., sub-item (f), and Article 135, item (iii), sub-item (d), 2. and sub-item (f)), the name of the Electricity Utilities which has concluded the Power Purchase Contract with said Supplier, the price of Electricity from Renewable Energy Sources per kilowatt to be supplied under said Power Purchase Contract, the contract term, and other important matters concerning said Power Purchase Contract), the structure and current status of the Renewable Energy Power Generation Facilities, and other matters that have a material influence on the Price of the Renewable Energy Power Generation Facilities for Investment;
(e) a summary of the results of the investigation on the status of the Renewable Energy Power Generation Facilities made by a third party (if such investigation has not been made, such fact), as well as the name of the investigator;
(f) the matters Concerning the Specified Supplier and the Supplier (the business description, financial conditions, earnings conditions, status of personnel engaged in the operation of the Renewable Energy Power Generation Facilities, record of the operation of the Renewable Energy Power Generation Facilities, and other important matters concerning the Specified Supplier's or the Supplier's ability to execute business; the same shall apply in Article 135, item (iii), sub-item (f));
(g) the Investment Ratio of each Renewable Energy Power Generation Facilities (meaning the ratio of the Price of the relevant Renewable Energy Power Generation Facilities to the total of the Prices of all Renewable Energy Power Generation Facilities); and
(h) in cases where there is a counterparty with whom a lease contract for the Renewable Energy Power Generation Facilities for Investment has been concluded, the annual lease, expiration date of the contract, method for renewing the contract, security deposit, and any other matters to be noted with regard to the lease contract;
(iii) the following matters concerning a Right to Operate Public Facility, etc. for Investment (meaning the Right to Operate Public Facility, etc. (meaning the Right to Operate Public Facility, etc. as prescribed in Article 3, item (xii) of the Order; hereinafter the same shall apply) which belongs to the Investment Trust Property; hereinafter the same shall apply in this item):
(a) with regard to the Public Facility, etc. (meaning the Public Facility, etc. as prescribed in Article 2, paragraph (1) of the Act on Promotion of Private Finance Initiative (Act No. 117 of 1999); hereinafter the same shall apply) covered by the Right to Operate Public Facility, etc. for Investment, classified by type of Public Facility, etc. and by area: the name, location, Operation, etc. (meaning operation and maintenance as well as planning therefor, and including the provision of services to citizens; hereinafter the same shall apply) of each Public Facility, etc., and the name of the Administrator, etc. of Public Facility, etc. (meaning the Administrator, etc. of Public Facility, etc. as prescribed in paragraph (3) of that Article; the same shall apply in Article 135, item (iv), sub-item (a) and Article 246, paragraph (10)), as well as the duration and Price of the Right to Operate Public Facility, etc. for Investment;
(b) the appraisal method of the Price as well as the name of the appraiser;
(c) the details of the collateral;
(d) Status of the Right to Operate Public Facility, etc. (meaning the Details of the Service Contract for the Operation, etc. of the Public Facility, etc. (meaning the counterparty to the contract, contract period, service fee, and other matters to be noted with regard to said contract; the same shall apply in Article 135, item (iv), sub-item (d)), annual revenue from the facility business, current status of the Public Facility, etc., and other matters that have a material influence on the Price of the Right to Operate Public Facility, etc. for Investment; the same shall apply in sub-item (e));
(e) a summary of the results of the investigation on the status of the Right to Operate Public Facility, etc. made by a third party (if such investigation has not been made, such fact), as well as the name of the investigator; and
(f) the matters Concerning the Counterparty to the Service Contract for the Operation, etc. of the Public Facility, etc. (the business description, financial conditions, earnings conditions, status of personnel engaged in the Operation, etc. of the Public Facility, etc., record of the Operation, etc. of the Public Facility, etc., and other important matters concerning the counterparty's ability to execute business; the same shall apply in Article 135, item (iv), sub-item (f)).
(Cases Where Delivery of Documents Stating the Contents, etc. of Basic Terms and Conditions for an Investment Trust is Not Required)
Article 10 The cases specified by Cabinet Office Ordinance as referred to in the proviso to Article 5, paragraph (1) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 54, paragraph (1) and Article 59 of the Act) shall be the following cases:
(i) cases where the solicitation of an application to acquire Beneficiary Certificates is made through Private Placement to Qualified Institutional Investors;
(ii) cases where the solicitation of an application to acquire Beneficiary Certificates is made, and the information on the contents of the Basic Terms and Conditions for an Investment Trust pertaining to the Investment Trust Contract to be concluded thereby and on the matters prescribed in the preceding Article, is provided or publicized under the provisions of Article 27-31, paragraph (2) or (4) of the Financial Instruments and Exchange Act as the Specified Information on Securities, etc. prescribed in Article 27-33 of that Act;
(iii) cases where the person who intends to acquire the Beneficiary Certificate actually holds the Beneficiary Certificate of an Investment Trust Operated With Instructions from the Settlor (an Investment Trust without a Settlor's Order in the case where applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act, and a Foreign Investment Trust in the case where applied mutatis mutandis pursuant to Article 59 of the Act) related to said Beneficiary Certificate; and
(iv) cases where a person living with the person who intends to acquire the Beneficiary Certificate has already received the delivery of documents under Article 5, paragraph 1 of the Act (including the case where it is applied mutatis mutandis pursuant to Article 54, paragraph (1) and Article 59 of the Act) or is certainly expected to receive the delivery, and the person who intends to acquire the Beneficiary Certificate has consented not to receive the delivery of the documents (excluding cases where the consenting person requests the delivery of the documents by the time when such Beneficiary Certificate is to be acquired).
(Method of Using Information and Communications Technology)
Article 11 (1) The means of using an information and communications technology as specified by Cabinet Office Ordinance as referred to in Article 5, paragraph (2) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 13, paragraph (2) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act), Article 14, paragraph (2) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 54, paragraph (1) and Article 59 of the Act), Article 54, paragraph (1), Article 59, and Article 203, paragraphs (3) and (4) of the Act; the same shall apply in item (i)) shall be the following methods:
(i) the methods using an Electronic Data Processing System that are listed in sub-items (a) to (d) inclusive:
(a) the method of transmitting the matters to be stated (hereinafter referred to as the "Matters to be Stated" in this Article) in the documents via a telecommunications line that links the computer used by the Provider, etc. (meaning the Provider (meaning the Provider as defined in Article 10, paragraph (1) of the Order; hereinafter the same shall apply in this sub-item (a) and item (i) of the following Article), or a person who keeps a file on the computer managed by him/herself under the contract concluded with the Provider and provides the file for the use of the other party to whom the matters prescribed in Article 5, paragraph (2) of the Act are to be provided (hereinafter referred to as the "Recipient" in this Article) or for the use of the Provider; hereinafter the same shall apply in this Article) and a computer used by the Recipient, etc. (meaning a Recipient or a person who keeps the Customer File (meaning a file to be used exclusively by said Recipient; hereinafter the same shall apply in this Article) in a computer managed by him/herself, under the contract concluded with a Recipient; hereinafter the same shall apply in this Article), and recording the Matters to be Stated in the Customer File stored on the computer used by Recipient, etc. (in cases where the Recipient gives consent to receive the provision of the Matters to be Stated by the means provided in Article 5, paragraph (2) of the Act or notifies to the effect that he/she will not receive the provision of the Matters to be Stated by such means, the method of recording to that effect in a file stored on the computer used by the Provider, etc. that provides the matters prescribed in that paragraph);
(b) the method of offering the Matters to be Stated which are recorded in a file stored on the computer used by the Provider, etc. to the Recipient for inspection via a telecommunications line and recording said Matters to be Stated in said Recipient's Customer File which is stored on the computer used by the Recipient, etc. (in cases where the Recipient gives consent to receive the provision of the Matters to be Stated by the means provided in Article 5, paragraph (2) of the Act or notifies to the effect that he/she will not receive the provision of the Matters to be Stated by such means, the method of recording to that effect in a file stored on the computer used by the Provider, etc.);
(c) the method of offering the Matters to be Stated which are recorded in the Customer File stored on the computer used by the Provider, etc. to the Recipient for inspection via a telecommunications line; or
(d) the method of offering the Matters to be Stated which are recorded in an Inspection File (meaning a file stored on the computer used by the Provider, etc. which is for recording said Matters to be Stated therein to offer them to two or more Recipients for inspection at the same time; the same shall apply in the following paragraph) to the Recipient for inspection via a telecommunications line;
(ii) the method of delivering a file containing the Matters to be Stated that has been prepared using media which can securely record certain information by magnetic disks, CD-ROMs, or any other means equivalent thereto.
(2) The methods specified in the items of the preceding paragraph shall conform to the following standards:
(i) that the method is one that enables the Recipient to prepare documents by outputting the records in the Inspection File or the Customer File;
(ii) that with regard to the methods specified in item (i), sub-items (a), (c), and (d) of the preceding paragraph (excluding the method of recording the Matters to be Stated in the Customer File stored on the computer used by the Recipient), the method is one in which the Recipient shall be notified that the Matters to be Stated are to be recorded or have been recorded in the Customer File or the Inspection File; provided, however, that this shall not apply to cases where it is confirmed that the Recipient has inspected said Matters to be Stated;
(iii) that with regard to the method specified in item (i), sub-item (c) or (d) of the preceding paragraph, the method is any of the following;
(a) that the method is one in which the following matters cannot be deleted or altered until five years have elapsed from the day on which the Matters to be Stated was offered to the Recipient for inspection (if any complaints related to the Matters to be Stated that have been raised during the time before the expiration date of such period, from such a time until either the expiration date of such period or until the day on which such complaint has been settled, whichever comes later); provided, however, that in cases where the Matters to be Stated which are made available for inspection are to be delivered in writing, cases where the matters are delivered by the method listed in item (i), sub-item (a) or (b) of the preceding paragraph or item (ii) of the preceding paragraph with the Consent (meaning the consent by the method prescribed in Article 10, paragraph (1) of the Order) of the Recipient, or where there are instructions by the Recipient to delete said Matters to be Stated, said Matters to be Stated may be deleted:
1. with regard to the method prescribed in item (i), sub-item (c) of the preceding paragraph, the Matters to be Stated which are recorded in the Customer File; and
2. with regard to the method prescribed in item (i), sub-item (d) of the preceding paragraph, the Matters to be Stated which are recorded in the Inspection File.
(b) that, in cases where the Matters to be Stated are to be provided pursuant to the provisions of Article 5, paragraph (2) (including the cases where it is applied mutatis mutandis pursuant to Article 14, paragraph (2) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 54, paragraph (1) and Article 59 of the Act), Article 54, paragraph (1) and Article 59 of the Act), the method is one in which the Matters to be Stated shall immediately be delivered in writing or by the methods listed in item (i), sub-item (a) or item (ii) of the preceding paragraph, in cases where requests for delivery of the Matters to be Stated have been made by the Recipient within five years from the day on which said Matters to be Stated have been offered to the Recipient for inspection (if any complaints related to the Matters to be Stated that have been raised during the time before the expiration date of such period, from such a time until either the expiration date of such period or until the day on which such complaint has been settled, whichever comes later);
(iv) that with regard to the method prescribed in item (i), sub-item (d) of the preceding paragraph, the method conforms to the following requirements:
(a) that the method is one in which the information necessary for the Recipient to inspect the Inspection File is recorded in the Customer File
(b) that, in cases where the relevant method satisfies the requirement set forth in sub-item (a) of the preceding item, the method is one in which the Customer File recording the information necessary for a Recipient to inspect the Inspection File pursuant to the provisions of sub-item (a) and the Inspection File shall be maintained as connectable via a telecommunications line until the period as prescribed in sub-item (a) of the preceding item elapses; provided, however, that this shall not apply to cases where a Recipient who has been given access to the files makes a notification that it is not necessary to maintain such connection.
(3) The term "Electronic Data Processing System" as used in paragraph (1), item (i) means an electronic data processing system that links the computer used by the Provider, etc. and the computer used by the Recipient, etc. or by the Provider, etc. on which the Customer File is stored via a telecommunications line.
(Types and Details of the Electromagnetic Means)
Article 12 The types and details of the method to be indicated under the provisions of Article 10, paragraph (1) of the Order shall be the following matters:
(i) among the methods prescribed in the items of paragraph (1) of the preceding Article, the one to be used by the Provider; and
(ii) the method of recording the matters in the file.
(Matters to be Stated on Beneficiary Certificates)
Article 13 The matters specified by Cabinet Office Ordinance as referred to in Article 6, paragraph (6), item (xi) of the Act shall be the following matters:
(i) in cases where the settlor entrusts the authority to make orders for investment, the details of such entrustment;
(ii) with regard to Securities Investment Trust which are those other than the following, an indication to the effect that even if the value of purchase or redemption provided in the Basic Terms and Conditions for an Investment Trust falls below the principal of the relevant trust, purchase or redemption shall not be made at a value exceeding the first-mentioned value:
(a) Bond Investment Trust (only for the Securities (excluding rights listed in the items of Article 2, paragraph (2) of the Financial Instruments and Exchange Act deemed as Securities pursuant to the provisions of that paragraph) listed in the following, meaning a Securities Investment Trust created to be invested (including the transaction listed in Article 28, paragraph (8), item (iii) of the Financial Instruments and Exchange Act concerning standardized instruments set forth in Article 2, paragraph (24), item (v) of that Act which are related to national government bonds or foreign government bonds); the same shall apply in Article 25, item (ii));
1. the Securities set forth in Article 2, paragraph (1), items (i) to (v) inclusive of the Financial Instruments and Exchange Act;
2. the Investment Corporation Bond Certificates set forth in Article 2, paragraph (1), item (xi) of the Financial Instruments and Exchange Act, and Foreign Investment Securities set forth in that item which are securities similar to the Investment Corporation Bond Certificates;
3. the Securities set forth in Article 2, paragraph (1), item (xiv) of the Financial Instruments and Exchange Act which are related to a trust in which loan claims of a bank, Cooperative Structured Financial Institution defined in Article 2, paragraph (1) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institutions (Act No. 44 of 1993), financial institutions listed in the items of Article 1-9 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965), or a trust company are entrusted (limited to a trust in which the beneficiary at the time of conclusion of the contract for said trust is the settlor) or designated money trust;
4. the Securities set forth in Article 2, paragraph (1), item (xv) of the Financial Instruments and Exchange Act;
5. the Securities set forth in Article 2, paragraph (1), item (xvi) of the Financial Instruments and Exchange Act;
6. the Securities set forth in Article 2, paragraph (1), item (xvii) of the Financial Instruments and Exchange Act, which have the nature of the Securities set forth in the above 1. or 3. to 5. inclusive;
7. the Securities set forth in Article 2, paragraph (1), item (xviii) of the Financial Instruments and Exchange Act; and
8. . the Securities set forth in Article 1, item (i) of the Order for Enforcement of the Financial Instruments and Exchange Act;
(b) a Mother Fund (meaning an Investment Trust created for the purpose of having its beneficial interest acquired by the trustees of another Investment Trust).
(Matters to be Stated in the Registry of Beneficial Interest Holder)
Article 14 (1) The matters specified by Cabinet Office Ordinance as referred to in Article 186, item (i) of the Trust Act (Act No. 108 of 2006) as applied mutatis mutandis pursuant to Article 6, paragraph (7) of the Act shall be the name of the Investment Trust Operated with Instruction from the Settlor.
(2) The matters specified by Cabinet Office Ordinance as referred to in Article 186, item (v) of the Trust Act as applied mutatis mutandis pursuant to Article 6, paragraph (7) of the Act shall be the following matters:
(i) the day of cancellation, kind, number of issuance and number of units of issuance, and number of cancellation and number of units of cancellation as well as the number of remaining and number of units of remaining, of the beneficiary certificates;
(ii) when there is a trust supervisor, the following matters:
(a) the trade name, name, and location or address;
(b) when there is a provision as prescribed in the proviso to Article 132, paragraph (1) of the Trust Act or the proviso to paragraph (2) of that Article, the details of such provision;
(iii) when there is an agent for a beneficiary, the following matters:
(a) the trade name, name, and location or address;
(b) when there is a provision as prescribed in the proviso to Article 139, paragraph (1) of the Trust Act or the proviso to paragraph (3) of that Article, the details of such provision;
(iv) when an administrator of the registry of beneficial interest holder as prescribed in Article 188 of the Trust Act has been specified, the trade name, name, and location or address thereof; and
(v) in addition to what is listed in the preceding items, the matters to be stated in the Basic Terms and Conditions for an Investment Trust.
(Method of Indicating the Matters Recorded in an Electromagnetic Record)
Article 15 The method specified by Cabinet Office Ordinance as referred to in Article 190, paragraph (2), item (ii) of the Trust Act as applied mutatis mutandis pursuant to Article 6, paragraph (7) of the Act shall be the method of indicating the matters recorded in an Electromagnetic Record (meaning the Electromagnetic Record as prescribed in Article 17, paragraph (10) of the Act; the same shall apply hereinafter) under that item on paper or on a computer screen.
(Stating, etc. the Matters to be Stated in the Registry of Beneficial Interest Holders Not by the Request of Beneficiaries)
Article 16 In the cases listed in the items of Article 197, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to Article 6, paragraph (7) of the Act, a settlor of an Investment Trust Operated with Instruction from the Settlor shall state or record the matters to be stated in the registry of beneficial interest holders related to the beneficiaries of the beneficial interest set forth in said items.
(Request of Statement, etc. of the Matters to be Stated in the Registry of Beneficial Interest Holders)
Article 17 The cases specified by Cabinet Office Ordinance as referred to in Article 198, paragraph (2) of the Trust Act as applied mutatis mutandis pursuant to Article 6, paragraph (7) of the Act shall be the case where a Beneficial Interest Acquirer (meaning a person who has acquired the beneficial interest of an Investment Trust Operated with Instruction from a Settlor from a person other than the settlor of an Investment Trust Operated with Instruction from a Settlor (excluding the settlor him/herself)) makes the request by presenting the Beneficiary Certificate.
(Electronic Signature)
Article 18 (1) The measures in lieu of signing or affixing names and seals specified by Cabinet Office Ordinance as referred to in Article 202, paragraph (3) of the Trust Act as applied mutatis mutandis pursuant to Article 6, paragraph (7) of the Act shall be Electronic Signature.
(2) The term "Electronic Signature" as used in the preceding paragraph means measures implemented for information which can be recorded in an Electromagnetic Record, that satisfy all of the following requirements:
(i) that the measure is for indication that the relevant information has been prepared by the person who implemented the relevant measure; and
(ii) that the measure is one that enables to confirm as to whether the relevant information has been altered or not.
(Exclusion from Application of Prohibition on Investment Trust Operated with Instructions from a Settlor Which is Other Than a Money Trust)
Article 19 (1) The indicator specified by Cabinet Office Ordinance as referred to in Article 12, item (i) of the Order shall be those designated by the Financial Instruments Exchange (meaning the Financial Instruments Exchange defined in Article 2, paragraph (16) of the Financial Instruments and Exchange Act; the same shall apply hereinafter) which intends to list the Beneficiary Certificate of an Investment Trust related to the relevant indicator on the Financial Instruments Exchange Market (meaning the Financial Instruments Exchange Market defined in Article 2, paragraph (17) of that Act; the same shall apply hereinafter) established thereby, or by the Authorized Financial Instruments Firms Association (meaning the Authorized Financial Instruments Firms Association defined in Article 2, paragraph (13) of that Act; the same shall apply hereinafter) which intends to have such Beneficiary Certificate sold and purchased on the Over-the-Counter Securities Market (meaning the Over-the-Counter Securities Market defined in Article 67, paragraph (2) of that Act; the same shall apply hereinafter) as those satisfying all of the following requirements, pursuant to the provisions of their rules:
(i) that the calculation method of the indicator is objective and does not lack fairness;
(ii) that, in the case of indicator related to the price of Securities (limited to the Specified Securities, etc. defined in Article 163, paragraph (1) of the Financial Instruments and Exchange Act), the indicator is one that comprehensively shows the price level of a number of issues of Securities;
(iii) that, in the case of an indicator related to the price of Securities or other assets, and for which there is a possibility of changes to the Constituents (meaning the issue, or class or type of the relevant Securities or other assets; the same shall apply hereinafter) thereof, the requirement for and method of the changes does not lack fairness;
(iv) that the indicator and the calculation method thereof are publicized;
(v) that, in the case of indicator related to the price of Securities or other assets, the Constituents (in cases where a possibility of changes thereto exists, including the criteria and method thereof) thereof is publicized; and
(vi) that, in the case of an indicator related to the price of Securities or Commodities (meaning the commodity as defined in Article 2, paragraph (1) of the Commodity Derivatives Act (Act No. 239 of 1950); the same shall apply hereinafter), the relevant indicator is composed of issues or classes for which a smooth sale and purchase of Securities or Commodities that is necessary to make the volatility of the amount of net assets per unit of Investment Trust Property of the relevant Investment Trust correspond to the volatility of the relevant indicator is expected (limited to cases where the relevant Investment Trust is invested into the Securities or Commodity that are the Constituents of the indicator).
(2) The Investment Trust specified by Cabinet Office Ordinance as referred to in Article 12, items (i) and (ii) of the Order shall be, in light of the contents of the Beneficiary Certificate thereof, shall be those other than the Investment Trust for which measures to ensure sufficient liquidity that is necessary for having the market price of the Beneficiary Certificate formed by properly reflecting the fluctuations in the Underlying Indicator (meaning an indicator for having the volatility of the amount of net assets per unit of the Investment Trust Property correspond to its volatility; the same shall apply in Article 94 and Article 259, item (i)) or any other measures are necessary but has not been taken.
(3) The assets specified by Cabinet Office Ordinance as referred to in Article 12, item (i), sub-item (a) of the Order shall be as follows:
(i) the following Securities, or the Securities listed in Article 2, paragraph (1), item (xx) of the Financial Instruments and Exchange Act (excluding those falling under the category of Securities listed in the following sub-items) which indicate the rights pertaining to the following Securities:
(a) the Securities listed on a Financial Instruments Exchange or a Foreign Financial Instruments Market (meaning the Foreign Financial Instruments Market defined in Article 2, paragraph (8), item (iii), sub-item (b) of the Financial Instruments and Exchange Act; the same shall apply hereinafter);
(b) Over-the-Counter Traded Securities (meaning the Over-the-Counter Traded Securities defined in Article 2, paragraph (8), item (x) of the Financial Instruments and Exchange Act; the same shall apply hereinafter);
(c) the Securities other than those listed in sub-item (a) or (b), which are as follows;
1. the Securities set forth in Article 2, paragraph (1), items (i) to (v) inclusive of the Financial Instruments and Exchange Act (including the Securities set forth in item (xvii) of that paragraph which have the nature of the afore-mentioned Securities);
2. among the Securities set forth in Article 2, paragraph (1), item (ix) of the Financial Instruments and Exchange Act (including the Securities set forth in item (xvii) of that paragraph which have the nature of afore-mentioned Securities), those of which the price is publicized based on the rules of an Authorized Financial Instruments Firms Association or an organization established in a foreign state which has a nature similar thereto; and
3. the Securities set forth in Article 2, paragraph (1), item (x), (xi) or (xix) of the Financial Instruments and Exchange Act;
(ii) a Commodity listed on a Commodity Market (meaning the Commodity Market defined in Article 2, paragraph (9) of the Commodity Derivatives Act; the same shall apply hereinafter) or Foreign Commodity Market (meaning Foreign Commodity Market defined in paragraph (12) of that Article; the same shall apply hereinafter) (limited to a Commodity for which a sale and purchase transactions promising the delivery and receipt of the Commodity or the consideration therefor may be conducted on the Commodity Market or Foreign Commodity Market).
(4) The exchange of Beneficiary Certificates with Securities or a Commodity belonging to the Investment Trust Property thereof as referred to in Article 12, item (i), sub-item (a) of the Order shall be made by satisfying all of the following requirements:
(i) that the Securities belonging to the relevant Investment Trust Property are to be exchanged with a certain number of units of Beneficiary Certificates equivalent thereto, based on the Appraised Value of such Securities; provide, however, that in cases where the Appraised Value of the relevant Securities is less than the Appraised Value of the certain number of units of Beneficiary Certificates, only the part equivalent to the difference therein may be returned by Beneficiary Certificates;
(ii) that, in cases where the beneficiary requests the exchange, the settlor of the relevant Investment Trust orders the trustee to exchange the Beneficiary Certificate subject to the request with the Securities belonging to the Investment Trust Property thereof which are equivalent to the equity in the Investment Trust Property.
(5) The acquisition of Beneficiary Certificates provided in Article 12, item (ii), sub-item (b) of the Order shall be made by satisfying all of the following requirements:
(i) that the acquisition of Beneficiary Certificates shall be made by the certain number of units of Beneficiary Certificates (hereinafter referred to as the "Certain Number of Units of Beneficiary Certificates") equivalent to the Beneficiary Certificates designated by a Settlor Company of an Investment Trust which gives orders for investment, as the Securities or Commodity of each issue or class composed of the ratio equivalent to the composition ratio of the number of each issue or class of the Securities or Commodity which are to be the subject of the investment (hereinafter referred to as "Securities of Each Issue, etc."); provided, however, that in cases where the relevant Securities of Each Issue, etc. includes shares issued by a person who responds to the Public Offering or shares issued by its Parent Company (meaning the Parent Company defined in Article 2, item (iv) of the Companies Act (Act No. 86 of 2005); the same shall apply in item (i), sub-item (a) of the following paragraph), said person who responds to the Public Offering may, in lieu of such shares, acquire the Beneficiary Certificates by the money equivalent to such shares (limited to those calculated by the Appraised Value) and money equivalent to the expenses necessary for acquiring the shares for the relevant Investment Trust Property;
(ii) that, with regard to the relevant Securities of Each Issue, etc., the acquisition of Beneficiary Certificates are to be made by acquiring the Certain Number of Units of Beneficiary Certificates equivalent thereto, based on the Appraised Value thereof; provided, however, that in cases where the Appraised Value of the Securities of Each Issue, etc. are less than the Appraised Value of the Certain Number of Units of Beneficiary Certificates, only the part equivalent to the difference therein may be appropriated by money;
(6) The exchange of Beneficiary Certificates with the Securities or Commodity belonging to the Investment Trust Property thereof as provided in Article 12, item (ii), sub-item (c) of the Order shall be made by satisfying all of the following requirements:
(i) that the Securities or Commodity belonging to the relevant Investment Trust Property are to be exchanged with a Certain Number of Units of Beneficiary Certificates equivalent thereto, based on the Appraised Value thereof; provided, however, that in the cases listed in the following sub-item (a) or (b), only the parts listed in the respective sub-items shall be returned by Beneficiary Certificates:
(a) cases where the Securities belonging to the relevant Investment Trust Property includes shares issued by the beneficiary which conducts the exchange thereof or shares issued by the Parent Company thereof: the part equivalent to the relevant shares; or
(b) cases where the Appraised Value of the relevant Securities or Commodity is less than the Appraised Value of the relevant Certain Number of Units of Beneficiary Certificates: the part equivalent to the difference therein;
(ii) that, in cases where the beneficiary requests the exchange, the settlor of the relevant Investment Trust orders the trustee to exchange the Beneficiary Certificate subject to the request with the Securities or Commodity belonging to the Investment Trust Property which are equivalent to the equity in the Investment Trust Property.
(7) The term "Appraised Value" as used in the preceding three paragraphs shall be the value calculated based on the closing price publicized at the time specified in the Basic Terms and Conditions for an Investment Trust or the value calculated by a reasonable method equivalent thereto.
(8) The acquisition of beneficial interest of an Investment Trust provided in Article 12, item (iii) of the Order shall be made by satisfying all of the following requirements:
(i) that the settlor of the relevant Investment Trust shall, with the value calculated based on the closing price publicized on the immediately preceding day with regard to the Securities or Commodity used for the acquisition of beneficial interest of the Investment Trust or the value calculated by the reasonable method equivalent thereto, give orders for acquisition of the number of units of Beneficiary Certificates of the Investment Trust equivalent to such value;
(ii) that the relevant Investment Trust and another Investment Trust which intends to acquire the beneficial interest of said relevant Investment Trust is identical in the matters concerning the investment as referred to in Article 4, paragraph (2), item (vi) of the Act in their Basic Terms and Conditions for the Investment Trust.
(Acquisition Ratio of Shares Issued by One Juridical Person)
Article 20 The ratio specified by Cabinet Office Ordinance as referred to in Article 9, item (ii) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act) shall be fifty-hundredths.
(Shareholders' Rights, etc. to be Exercised by Order)
Article 21 (1) The rights of shareholders specified by Cabinet Office Ordinance as referred to in Article 10, paragraph (1) of the Act shall be the rights of shareholder based on the provisions of Article 116, paragraph (1), Article 210, Article 241, paragraph (2), Article 247, Article 785, paragraph (1), Article 797, paragraph (1),and Article 806, paragraph (1) of the Companies Act and the rights to assert invalidity of the acts listed in Article 828, paragraph (1), items (iv) to (xii) inclusive of that Act based on that paragraph.
(2) The rights of Investors specified by Cabinet Office Ordinance as referred to in Article 14, item (i) of the Order shall be rights based on the provisions of Article 141, paragraph (1), Article 149-3, paragraph (1), Article 149-8, paragraph (1), and Article 149-13, paragraph (1) of the Act and the right to assert the invalidity of the acts listed in Article 828, paragraph (1), items (v), (vii), and (viii) of the Companies Act based on the provision of that paragraph as applied mutatis mutandis pursuant to Article 142, paragraph 6 (limited to the part pertaining to item (v) of the paragraph) and Article 150, paragraph (1) of the Act (limited to the part pertaining to items (vii) and (viii) of the paragraph).
(3) The right of preferred equity investors specified by Cabinet Office Ordinance as referred to in Article 14, item (ii) of the Order shall be rights based on the provisions of Article 22, paragraph (5) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institutions (limited to the parts pertaining to items (i) and (ii)), and the provisions of Article 210 of the Companies Act as applied mutatis mutandis pursuant to Article 14, paragraph (1) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institutions.
(4) The rights of preferred equity members specified by Cabinet Office Ordinance as referred to in Article 14, item (iii) of the Order shall be the rights based on the provisions of Article 153, paragraph (1) of the Act on Securitization of Assets (Act No. 105 of 1998; hereinafter referred to as the "Asset Securitization Act"), and the provisions of Article 210 of the Companies Act as applied mutatis mutandis pursuant to Article 42, paragraph (5) of the Asset Securitization Act, as well as the rights to assert the invalidity of the acts listed in Article 828, paragraph (1), item (v) of the Companies Act based on that paragraph (limited to the part pertaining to item (v)) as applied mutatis mutandis pursuant to Article 112 of the Asset Securitization Act.
(Appraisal of Real Property Pertaining to Specified Assets)
Article 21-2 An appraisal of real property under Article 11, paragraph (1) of the Act shall be assigned to a real property appraiser who does not fall under any of the following:
(i) an Interested Person, etc. of the Settlor Company of the relevant Investment Trust (meaning the Interested Person, etc. as prescribed in Article 11, paragraph (1) of the Act);
(ii) an Interested Person, etc. of the Trustee Company (meaning the Interested Person, etc. as prescribed in Article 18 of the Order);
(iii) an officer of the Settlor Company of the relevant Investment Trust or the Trustee Company (if an officer is a juridical person, its employee; the same shall apply in Article 85-2, item (ii) and Article 244-2, item (iii)) or employee of the same; or
(iv) a person who is, pursuant to the provisions of the Act on Real Estate Appraisal (Act No. 152 of 1963), unqualified to engage in the business concerning an appraisal of real property under Article 11, paragraph (1) of the Act.
(Designated Assets, etc.)
Article 22 (1) The assets specified by Cabinet Office Ordinance as referred to in Article 11, paragraph (2) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act) shall be as follows:
(i) the following Securities, and the Securities set forth in Article 2, paragraph (1), item (xx) of the Financial Instruments and Exchange Act (excluding those falling under the category of Securities listed in the following sub-items) which indicate the rights pertaining to the following Securities:
(a) the Securities listed on a Financial Instruments Exchange or Foreign Financial Instruments Market;
(b) Over-the-Counter Traded Securities;
(c) the Securities other than those listed in sub-items (a) and (b), which are as follows;
1. the Securities set forth in Article 2, paragraph (1), items (i) to (v) inclusive, (xii), (xiii), (xv) of the Financial Instruments and Exchange Act (including the Securities set forth in item (xvii) of that paragraph which have the nature of the afore-mentioned Securities);
2. among the Securities set forth in Article 2, paragraph (1), item (ix) of the Financial Instruments and Exchange Act (including the Securities set forth in item (xvii) of that paragraph which have the nature of the afore-mentioned Securities), those of which the price is publicized based on the rules of an Authorized Financial Instruments Firms Association or an organization established in a foreign state which has a nature similar thereto; and
3. the Securities set forth in Article 2, paragraph (1), item (x), (xi) or (xix) of the Financial Instruments and Exchange Act;
4. the Securities set forth in Article 1, item (i) of the Order for Enforcement of the Financial Instruments and Exchange Act;
(ii) a beneficial interest of a money trust for which a contract for compensating the principal is concluded pursuant to the provisions of Article 6 of the Act on Engagement in Trust Business by a Financial Institution (Act No. 43 of 1943) (excluding those falling under the category listed in the preceding item);
(iii) rights pertaining to Market Transactions of Derivatives (meaning the Market Transactions of Derivatives defined in Article 2, paragraph (21) of the Financial Instruments and Exchange Act);
(iv) rights pertaining to Foreign Market Derivatives Transactions (meaning the Foreign Market Derivatives Transactions defined in Article 2, paragraph (23) of the Financial Instruments and Exchange Act);
(v) Monetary Claim (meaning those listed in Article 3, item (vii) of the Order, and limited to those pertaining to call loans, those indicated by negotiable certificates of deposit, and those pertaining to deposits or savings made to a bank or the financial institutions listed in Article 112, items (i) to (vii) inclusive);
(vi) a Commodity listed on a Commodity Market or Foreign Commodity Market (limited to a Commodity for which a sale and purchase transaction promising the delivery and receipt of the Commodity or the consideration therefor may be conducted on the Commodity Market or Foreign Commodity Market); and
(vii) rights pertaining to Transactions of Commodities Investment, etc. (meaning the Transactions of Commodities Investment, etc. as prescribed in Article 3, item (x), sub-item (a) of the Order, and limited to transactions made on a Commodity Market or Foreign Commodity Market; the same shall apply hereinafter).
(2) The acts specified by Cabinet Office Ordinance as referred to in Article 11, paragraph (2) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act) shall be the following acts:
(i) acquisition and transfer as well as lending and borrowing of Securities (excluding those listed in Article 16-2, item (ii) of the Order and items (i) and (ii) of the preceding paragraph; the same shall apply in item (i) of the following paragraph);
(ii) Over-the-Counter Transactions of Derivatives (meaning the Over-the-Counter Transactions of Derivatives referred to in Article 2, paragraph (22) of the Financial Instruments and Exchange Act; the same shall apply in item (ii) of the following paragraph);
(iii) acquisition and transfer of Promissory Notes (meaning those listed in Article 3, item (vi) of the Order; the same shall apply hereinafter);
(iv) acquisition and transfer of Monetary Claims (meaning those listed in Article 3, item (iv) of the Order, and excluding those listed in item (v) of the preceding paragraph; the same shall apply in item (vii) of the following paragraph);
(v) acquisition and transfer of Equity in Investment in a Silent Partnership (meaning the Equity in Investment in a Silent Partnership defined in Article 3, item (viii) of the Order; the same shall apply hereinafter);
(vi) acquisition and transfer of Commodities (excluding those listed in item (vi) of the preceding paragraph; the same shall apply in item (vi) of the following paragraph);
(vii) Transactions Related to Commodities Investment, etc. (meaning the Transactions Related to Commodities Investment, etc. as prescribed in Article 3, item (x) of the Order and excluding the Transactions Related to Commodities Investment set forth in item (vii) of the preceding paragraph; the same shall apply in item (vii) of the following paragraph);
(viii) acquisition and transfer of a Renewable Energy Power Generation Facilities; and
(ix) acquisition and transfer of a Right to Operate Public Facility, etc.
(3) The matters specified by Cabinet Office Ordinance as referred to in Article 11, paragraph (2) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act) shall be the matters specified in the following matters according to the category of Specified Assets set forth in the respective items:
(i) Securities: matters necessary to specify the issue, volume, and trust property pertaining to the trust and other matters related to the contents of the Security;
(ii) rights pertaining to Over-the-Market Transactions of Derivatives: the name of the counterparty to the transaction, issue, the Agreed Figure (meaning the Agreed Figure defined in Article 2, paragraph (21), item (ii) of the Financial Instruments and Exchange Act; the same shall apply in Article 246, paragraph (1), item (ii), sub-item (c)), kind of Financial Instrument (meaning the Financial Instruments defined in Article 2, paragraph (24) of that Act) or Financial Indicator (meaning the Financial Indicator defined in paragraph (25) of that Article), information as to whether it is a Put Option (meaning Options whereby the party acquires the position as a seller by the exercise of rights; the same shall apply in item (vii)) or a Call Option (meaning Options whereby the party acquires the position as a buyer by the exercise of rights; the same shall apply in item (vii)), the exercise price, exercise period, transaction period and other matters related to the contents of the relevant Over-the-Counter Transactions of Derivatives;
(iii) Promissory Notes: the obligor on the Promissory Note, the state of establishment of the guarantee, and other matters related to the contents of the relevant Promissory Note;
(iv) Monetary Claims: the type of monetary claim, the names and addresses of the creditor and debtor, the state of establishment of the collateral, and other matters related to the contents of the relevant Monetary Claims;
(v) Equity in Investment in a Silent Partnership: the matters listed in the preceding items, item (viii) and item (ix) related the business property of the Silent Partnership Agreement as well as the matters related to the contents of the Silent Partnership Agreement and the business operator thereof;
(vi) Commodity: the type, volume, and other matters related to the contents of the relevant Commodity;
(vii) rights pertaining to Transactions Related to Commodities Investment, etc.: the name of the counterparty to the transaction, issue, Contract Price (meaning the Contract Price defined in Article 2, paragraph (3), item (ii) of the Commodity Derivatives Act; the same shall apply in Article 246, paragraph (6)) or Agreed Figure (meaning the Agreed Figure defined in Article 2, paragraph (3), item (iii) of that Act; the same shall apply in Article 246, paragraph (6)), types of Commodity or Commodity Index (meaning the Commodity Index defined in Article 2, paragraph (2) of that Act; the same shall apply in Article 246, paragraph (6), item (i)), information on as to whether it is a Put Option or Call Option, exercise price, exercise period, transaction period and other matters related to the contents of the Transactions Related to Commodities Investment, etc.;
(viii) a Renewable Energy Power Generation Facilities: the name of the counterparty to the transaction, location and parcel number of the land used for the Renewable Energy Power Generation Facilities, Classification, etc., of the Renewable Energy Power Generation Facilities, and other details of the Renewable Energy Power Generation Facilities, as well as the details of the Specified Contract or Power Purchase Contract relevant to the Renewable Energy Power Generation Facilities; and
(ix) a Right to Operate Public Facility, etc.: the name of the counterparty to the transaction, location and parcel number of the Public Facility, etc. covered by the Right to Operate Public Facility, etc., and other details of the Public Facility, etc., as well as the details of the service contract for the Operation, etc. of the Public Facility, etc.
(Deliver of Documents to Beneficiaries, etc. When Conflict of Interests is Likely to Occur)
Article 23 (1) The delivery of documents in relation to the transactions listed in the items of Article 13, paragraph (1) of the Act as referred to in that paragraph shall be made by the documents containing the following matters:
(i) the name of the Investment Trust Operated with Instructions from the Settlor related to the relevant transaction;
(ii) the reasons for delivering the document (including the relationship between the counterparty to the relevant transactions and the relevant Settlor Company of an Investment Trust);
(iii) the reasons for conducting the transaction;
(iv) the details of the transaction (type, issue (other matters necessary for specifying the Specified Assets), and number of the Specified Assets for which a transaction has been conducted, as well as the price and method of transaction, and the date on which the transaction was conducted);
(v) the results of the appraisal under Article 11, paragraph (1) of the Act or the investigation under paragraph (2) of that Article;
(vi) the date of delivery of the document; and
(vii) other matters that will serve as a reference.
(2) When the transactions listed in the items of Article 13, paragraph (1) of the Act has been conducted, a Settlor Company of an Investment Trust shall deliver the documents containing the matters listed in the items of the preceding paragraph without delay.
(Customers, etc. to Whom Documents Shall be Delivered When Conflict of Interest is Likely to Occur)
Article 24 (1) The customers specified by Cabinet Office Ordinance as referred to in Article 19, paragraph (4), item (v) of the Order shall be as follows:
(i) the counterparty to the transactions in cases where the Settlor Company of an Investment Trust conducts sale or purchase of housing land or building of the Investment Trust Property, or provides agent or intermediary service therefor;
(ii) in cases where the Settlor Company of an Investment Trust gives advice with regard to the investment related to the Specified Assets of an Investment Trust Property, the counterparty to the transaction of the Specified Assets to be conducted based on said advice.
(2) The Securities specified by Cabinet Office Ordinance as referred to in Article 19, paragraph (5), item (i) of the Order shall be Securities other than those set forth in Article 22, paragraph (1), items (i) and (ii).
(3) The financial institutions specified by Cabinet Office Ordinance as referred to in Article 19, paragraph (5), item (iv) of the Order shall be those set forth in Article 112, items (i) to (vii) inclusive.
(4) The Commodities specified by Cabinet Office Ordinance as referred to in Article 19, paragraph (5), item (vi) of the Order shall be Commodities other than those set forth in Article 22, paragraph (1), item (vi).
(5) The transactions specified by Cabinet Office Ordinance as referred to in Article 19, paragraph (5), item (vii) of the Order shall be Transactions Related to Commodities Investment, etc. (meaning the Transactions Related to Commodities Investment, etc. as prescribed in Article 3, item (x) of the Order; the same shall apply hereinafter) other than the transactions set forth in Article 22, paragraph (1), item (vii).
(Cases Where Delivery of Investment Reports is Not Required)
Article 25 The cases specified by Cabinet Office Ordinance as referred to in Article 14, paragraph (1), item (iii) of the Act shall be the following cases:
(i) cases where the Beneficiary Certificates are listed on a Financial Instruments Exchange (excluding cases where the Beneficiary Certificates are Specified Listed Securities defined in Article 2, paragraph (33) of the Financial Instruments and Exchange Act);
(ii) cases where the relevant Investment Trust Property is one of which the accounting period is one day, and is related to the Bond Investment Trust which specifies all of the following matters in the Basic Terms and Conditions for an Investment Trust:
(a) that the assets which are to be the subject of investment of the Investment Trust Property shall be the following assets (hereinafter referred to as the "Securities, etc." in this item);
1. the Securities set forth in Article 13, item (ii), sub-item (a)1. to 4. inclusive, 7., and 8.;
2. the Securities set forth in Article 2, paragraph (1), item (xvii) of the Financial Instruments and Exchange Act which have the nature of the Securities set forth in Article 13, item (ii), sub-item (a)1., 3., or 4.;
3. a beneficial interest of a trust in which Monetary Claims of a bank, Cooperative Structured Financial Institution defined in Article 2, paragraph (1) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institutions, and financial institutions listed in the items of Article 1-9 of the Order for Enforcement of the Financial Instruments and Exchange Act, or a Trust Company is entrusted (limited to a trust in which the beneficiary at the time of conclusion of the contract for said trust is the settlor);
4. rights which are claimable against a foreign person which have the nature of the beneficial interest listed in 3. above;
5. designated money trust;
6. deposits;
7. negotiable instrument (excluding those falling under the category of Securities listed in 1. above); or
8. call loans;
(b) that the Securities, etc. which are to be the subject of investment of the Investment Trust Property are those for which the period until the redemption or maturity (referred to as the "Remaining Period" in sub-item (c)) is no longer than one year;
(c) that the Average Remaining Period (meaning the period obtained by dividing the total of the amounts obtained by multiplying the remaining period of each Security, etc. by its amount to be incorporated, by the total amount to be incorporated of the relevant Securities, etc.) of the Securities, etc. which are to be incorporated into the Investment Trust Property does not exceed 90 days;
(d) that, with regard to the value of the Securities, etc. (excluding national government bonds, Government Guaranteed Bonds (meaning bond certificates for which the government guarantees the redemption of the principal and the payment of interest thereof), and call loans of which the period of repayment (excluding days on which the trustee company providing loans is closed) is within five days (such call loans shall be referred to as the "Specified Call Loans" in sub-item (e))) issued or handled by a single juridical person or other organizations (collectively referred to as the "Juridical Person, etc." in the following sub-item (e)) which has been the basis for the calculation of the total amount of Investment Trust Property, the ratio of such value to said total amount is five-hundredths or less;
(e) that, with regard to the value of the Specified Call Loan handled by a single Juridical Person, etc. which has been the basis for the calculation of the total amount of the Investment Trust Property, the ratio of such value to said total amount is twenty five–hundredths or less;
(iii) cases where the Beneficiary Certificate falls under the category of Securities for Professional Investors (meaning the Securities for Professional Investors defined in Article 4, paragraph (3) of the Financial Instruments and Exchange Act; the same shall apply in Article 88, item (ii)), and the information related to the matters to be stated in the investment reports are provided or publicized under Article 27-32, paragraph (1) or (2) of the Financial Instruments and Exchange Act as the Issuer's Information defined in paragraph (1) of that Article (limited to cases where it is provided to the effect that provision or publication of the information shall be made in lieu of the delivery of investment reports in the Basic Terms and Conditions for an Investment Trust).
(Books and Documents Concerning Investment Trust Property)
Article 26 (1) The books and documents to be prepared by a Settlor Company of an Investment Trust pursuant to the provisions of Article 15, paragraph (1) of the Act shall be as follows:
(i) a trust account ledger;
(ii) the book on the description of distributed profits;
(iii) the book on the description of Investment Trust Property;
(iv) the description of profit from real property;
(v) the description of profit from the Renewable Energy Power Generation Facilities;
(vi) the description of profit from the Right to Operate Public Facility, etc.;
(vii) a table of the status of amortization of deferred assets;
(viii) registry of beneficial interest holders;
(ix) the book of the constant value of Beneficiary Certificates;
(x) written instructions for investment in Investment Trust Property;
(xi) the book of value for partial cancellation (limited to the case of an Investment Trust Operated with Instructions from the Settlor which is to accept the partial cancellation by the value other than the constant value); and
(xii) documents concerning the results of the investigation, etc. of the value, etc. of the Specified Assets.
(2) The books and documents listed in the items of the preceding paragraph shall be prepared using Appended Table No. 1, and preserved for ten years after the end of the accounting period of the Investment Trust Property or after the end of the trust contract period.
(3) In cases of a Settlor Company of an Investment Trust which is a foreign juridical person, the books and documents listed in the items of paragraph (1) shall be prepared and preserved by the principal business office or office in Japan.
(Notification of Contents of the Changes to the Basic Terms and Conditions for an Investment Trust)
Article 27 (1) The notification under Article 16 of the Act (limited to the part pertaining to item (i)) shall be made by submitting the notification containing the following matters to the Commissioner of the Financial Services Agency or Other Competent Official:
(i) the name of the Investment Trust Operated with Instructions from the Settlor pertaining to the relevant Basic Terms and Conditions for an Investment Trust;
(ii) the contents of and reasons for the changes to the Basic Terms and Conditions for an Investment Trust;
(iii) the day on which the changes to the Basic Terms and Conditions for an Investment Trust becomes effective;
(iv) when conditions for cancellation of changes to Basic Terms and Conditions for an Investment Trust are to be provided, such conditions; and
(v) when a written resolution is to be adopted, the matters listed in Article 17, paragraph (1), items (i) and (iii) inclusive of the Act and the matters listed in Article 31, items (ii) to (vii) inclusive.
(2) The following documents shall be attached to the notification under the preceding paragraph:
(i) a draft of the changes to the Basic Terms and Conditions for an Investment Trust;
(ii) a written consent of the trustee company;
(iii) when a written resolution is to be adopted, the following documents:
(a) in cases where giving the public notice under Article 17, paragraph (5) of the Act, the documents stating the contents of the public notice; and
(b) the Reference Documents for a Written Resolution defined in Article 33.
(Notification of Consolidation of Investment Trusts Operated with Instructions from the Settlor)
Article 28 (1) The notification under Article 16 of the Act (limited to the part pertaining to item (ii)) shall be made by submitting the notification containing the following matters to the Commissioner of the Financial Services Agency or Other Competent Official:
(i) the name of each Investment Trust Operated with Instructions from the Settlor pertaining to the consolidation of the relevant Investment Trusts Operated with Instructions from the Settlor;
(ii) the name of the Investment Trust Operated with Instructions from the Settlor after the consolidation of Investment Trusts Operated with Instructions from the Settlor;
(iii) the contents of and reasons for the consolidation of Investment Trusts Operated with Instructions from the Settlor;
(iv) the day on which the consolidation of Investment Trusts Operated with Instructions from the Settlor becomes effective;
(v) when conditions for the termination of consolidation of Investment Trusts Operated with Instructions from the Settlor are to be provided, such conditions; and
(vi) when a written resolution is to be adopted, the matters listed in Article 17, paragraph (1) of the Act, items (i) and (iii) inclusive and the matters listed in Article 31, items (ii) to (vii) inclusive.
(2) The following documents shall be attached to the notification under the preceding paragraph:
(i) a draft of the Basic Terms and Conditions for an Investment Trust after the consolidation of Investment Trusts Operated with Instructions from the Settlor;
(ii) a written consent of the trustee company;
(iii) when a written resolution is to be adopted, the following documents:
(a) in cases where giving the public notice under Article 17, paragraph (5) of the Act, the documents stating the contents of the public notice; and
(b) the Reference Documents for a Written Resolution defined in Article 33.
(Material Changes to the Contents of the Basic Terms and Conditions for an Investment Trust)
Article 29 The changes to the contents of the Basic Terms and Conditions for an Investment Trust specified by Cabinet Office Ordinance as being material as referred to in Article 17, paragraph (1) of the Act shall be the changes to the matters listed in Article 4, paragraph (2), items (i), (ii), (v) to (xi) inclusive and (xiii) to (xv) inclusive of the Act and the items of Article 7 , so as to lose the identity as a financial instrument of the Investment Trust Operated with Instructions from the Settlor related to the relevant Basic Terms and Conditions for an Investment Trust.
(Electromagnetic Means)
Article 30 (1) The method using electronic data processing system and other information and communications technology as specified by Cabinet Office Ordinance as referred to in Article 17, paragraph (1), item (iii) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) and Article 54, paragraph (1) of the Act) shall be the following methods:
(i) among the method using an electronic data processing system, the method of transmitting information via a telecommunications line that links the computer used by the sender and the computer used by the recipient and recording such information in the file stored on the computers used by the recipient;
(ii) the method of delivering a file containing the information that has been prepared using media which can securely record certain information by magnetic disks, or any other means equivalent thereto.
(2) The methods set forth in the items of the preceding paragraph shall be one that enables the recipient to prepare documents by outputting the records in the file.
(Matters Decided for a Written Resolution)
Article 31 The matters specified by Cabinet Office Ordinance as referred to in Article 17, paragraph (1), item (iv) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) and Article 54, paragraph (1) of the Act) shall be the following matters:
(i) the matters to be stated in the Reference Documents for a Written Resolution defined in Article 33;
(ii) the time limit for exercising voting rights in writing (limited to the time which is before the day of written resolution but after the day on which two weeks have passed from the day when the notice under Article 17, paragraph (2) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) and Article 54, paragraph (1) of the Act; the same shall apply in item (v), sub-item (a)) was sent);
(iii) in cases where a single beneficiary has redundantly exercised his/her voting right for a single proposal, and the facts of the exercise of voting right for said single proposal differ, if matters concerning the handling of such exercise of voting right by the beneficiary are provided, such matters;
(iv) in cases where a Voting Form (meaning the Voting Form defined in Article 110, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to Article 17, paragraph (9) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) and Article 54, paragraph (1) of the Act; hereinafter the same shall apply in this Article); the same shall apply hereinafter) lacking an entry in the column under Article 36, paragraph (1), item (i) has been submitted to a Settlor Company of an Investment Trust or a Trust Company, etc., or where the matters provided to the Settlor Company of an Investment Trust or Trust Company, etc. by Electromagnetic Means pursuant to the provision of Article 116, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to Article 17, paragraph (9) of the Act lacks the matters to be stated in said column, if the handling of such Voting Form or matters as to whether it is an indication of manifestation of agreement, dissent, or abstention for each proposal is provided, the details of such handling;
(v) in cases where the matters listed in Article 17, paragraph (1), item (iii) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) and Article 54, paragraph (1) of the Act) are specified, the following matters:
(a) the time limit for exercising voting rights by Electromagnetic Means (limited to the time which is before the day of written resolution but after the day on which two weeks have passed from the day when the notice under Article 17, paragraph (2) of the Act was sent);
(b) with regard to beneficiaries who have given the consent under Article 17, paragraph (3) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) and Article 54, paragraph (1) of the Act), when Voting Forms under Article 110, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to Article 17, paragraph (9) of the Act are to be delivered (including the provision of Voting Forms by Electromagnetic Means under Article 110, paragraph (2) of the Trust Act made in lieu of the delivery thereof), when requested by such beneficiaries under Article 36, paragraph (2), such fact;
(vi) when the method of notice under Article 117, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to Article 17, paragraph (9) of the Act is to be specified, such method; and
(vii) matters concerning the details and procedures for the purchase demand of beneficial interest under the provisions of Article 18, paragraph (1) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) of the Act).
(Electromagnetic Means Concerning the Order for Enforcement of the Act on Investment Trusts and Investment Corporations)
Article 32 The types and details of the Electromagnetic Means to be indicated pursuant to the provisions of Article 20, paragraph (1) or Article 22, paragraph (1) of the Order shall be as follows:
(i) among the following methods, those used by the sender:
(a) the methods using an electronic data processing system which are as follows:
1. the method of transmitting information via a telecommunications line that links the computer used by the sender and the computer used by the recipient and recording such information in the file stored on the computer used by the recipient;
2. the method of offering the details of the information which are recorded in a file stored on the computer used by the sender to the person who receives the provision of the information for inspection via a telecommunications line, and recording said information in the file stored on the computer used by said person who receives the provision of the information;
(b) the method of delivering a file containing the information that has been prepared using media which can securely record certain information by magnetic disks, or any other means equivalent thereto.
(ii) the method of recording the information in the file.
(Reference Documents for a Written Resolution)
Article 33 In addition to what is provided for in the following Article, Article 35, Article 42, Article 92, and Article 93, the matters to be stated in the documents containing the matters that will serve as a reference with regard to the exercise of voting rights, which are to be delivered pursuant to the provisions of Article 110, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to Article 17, paragraph (9) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) and Article 54, paragraph (1) of the Act) may include the matters which are found to serve as a reference with regard to the exercise of voting rights by beneficiaries.
(Proposals for the Changes to the Basic Terms and Conditions for an Investment Trust)
Article 34 The following matters shall be stated in the Reference Documents for a Written Resolution related to the proposal for the changes to the Basic Terms and Conditions for an Investment Trust:
(i) a draft of the changes to the Basic Terms and Conditions for an Investment Trust;
(ii) when changes are to be made to the contents of the beneficial interest specified in the Basic Terms and Conditions for an Investment Trust, or where it is likely that the changes have a material impact on the value of the beneficial interest, the matters related to the contents and appropriateness of such changes or impact;
(iii) the day on which the changes to the Basic Terms and Conditions for an Investment Trust becomes effective;
(iv) when conditions for cancellation of changes to Basic Terms and Conditions for an Investment Trust are to be provided, such conditions;
(v) the reasons for changing the Basic Terms and Conditions for an Investment Trust; and
(vi) the facts that may be disadvantageous to beneficiaries with regard to the matters related to the changes to the Basic Terms and Conditions for an Investment Trust.
(Proposals for the Consolidation of Investment Trusts Operated with Instructions from the Settlor)
Article 35 The following matters shall be stated in the Reference Documents for a Written Resolution related to the proposal for the consolidation of Investment Trusts Operated with Instructions from the Settlor:
(i) the contents of the Basic Terms and Conditions for an Investment Trust after the consolidation of Investment Trusts Operated with Instructions from the Settlor;
(ii) in cases where changes are to be made to the contents of the beneficial interest specified in the Basic Terms and Conditions for an Investment Trust, the details thereof and the reasons for the changes;
(iii) in cases money and other property are to be delivered to the beneficiaries upon the consolidation of Investment Trusts Operated with Instructions from the Settlor, the following matters:
(a) the details and value of the relevant property, as well as the matters concerning the adequacy of the provisions for such matters;
(b) the matters concerning money or any other property to be delivered to beneficiaries, and matters concerning the adequacy of the provisions for such matters;
(iv) the day on which the consolidation of Investment Trusts Operated with Instructions from the Settlor becomes effective;
(v) when conditions for cancellation of consolidation of Investment Trusts Operated with Instructions from the Settlor are to be provided, such conditions;
(vi) the following matters concerning the other Investment Trust Operated with Instructions from the Settlor which is to effect the consolidation of Investment Trusts Operated with Instructions from the Settlor, and any other matters necessary for specifying the other Investment Trust Operated with Instructions from the Setllor:
(a) the trade names or names and addresses of the settlor and trustee;
(b) the day of conclusion of the Investment Trust Contract; and
(c) the contents of the Basic Terms and Conditions for an Investment Trust;
(vii) the contents of the Property Status Disclosure Materials, etc. (meaning the documents or Electromagnetic Records under Article 37, paragraph (2) of the Trust Act to be prepared pursuant to the provisions of that paragraph; the same shall apply hereinafter) which have been prepared immediately before the consolidation of Investment Trusts Operated with Instructions from the Settlor, by each Investment Trust Operated with Instructions from the Settlor which effects said consolidation (if the time at which the Property Status Disclosure Materials, etc. should be prepared has yet to arrive, such fact);
(viii) with regard to each Investment Trust Operated with Instructions from the Settlor which effects the consolidation of Investment Trusts Operated with Instructions from the Settlor, when a disposition of property belonging to an important Investment Trust Property, or assumption of a material Obligation Assumed by the Trustee under the Trust Property has been made, or any other event that may have a significant influence on the status of the Investment Trust Property has occurred after preparing the Property Status Disclosure Materials, etc. (in cases where the time at which the Property Status Disclosure Materials, etc. should be prepared has yet to arrive, after the time when the Investment Trust Operated with Instructions from the Settlor has been established), the details thereof;
(ix) the reasons for effecting a consolidation of Investment Trusts Operated with Instructions from the Settlor; and
(x) the matters that may be disadvantageous to beneficiaries with regard to the matters concerning the consolidation of Investment Trusts Operated with Instructions from the Settlor.
(Voting Forms)
Article 36 (1) The matters to be stated in the Voting Forms which are to be delivered pursuant to the provisions of Article 110, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to Article 17, paragraph (9) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) and Article 54, paragraph (1) of the Act; hereinafter the same shall apply in this Article), or the matters to be stated in the Voting Forms which are to be provided by Electromagnetic Means pursuant to the provisions of Article 111, paragraph (1) or (2) of the Trust Act as applied mutatis mutandis pursuant to Article 17, paragraph (9) of the Act shall be the following matters:
(i) a column in which the agreement or dissent (in cases of providing a column for absentation, including absentation) for each proposal is to be stated;
(ii) when the matters listed in Article 31, item (iii) are provided, such matters;
(iii) when the matters listed in Article 31, item (iv) are provided, the details of the handling prescribed in that item;
(iv) the time limit for exercising voting rights; and
(v) the names of the beneficiaries who are to exercise the voting rights as well as the number or ratio of voting rights exercisable by such beneficiaries.
(2) In cases where specifying the matters listed in Article 17, paragraph (1), item (iii) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) and Article 54, paragraph (1) of the Act), when the matters listed in Article 31, item (v), sub-item (b) are provided, a Settlor Company of an Investment Trust or a Trust Company, etc. shall deliver the Voting Forms under Article 110, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to Article 17, paragraph (9) of the Act (including the provision of Voting Forms by Electromagnetic Means under Article 110, paragraph (2) of the Trust Act made in lieu of said delivery) to the beneficiary who has given the consent under Article 17, paragraph (3) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) and Article 54, paragraph (1) of the Act) when requested by such beneficiary.
(Time Limit for Exercising Voting Rights in Writing)
Article 37 The time specified by Cabinet Office Ordinance as referred to in Article 115, paragraph (2) of the Trust Act as applied mutatis mutandis pursuant to Article 17, paragraph (9) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) and Article 54, paragraph (1) of the Act) shall be the time limit for exercising voting rights provided in Article 31, item (ii).
(Time Limit for Exercising Voting Rights by Electromagnetic Means)
Article 38 The time specified by Cabinet Office Ordinance as referred to in Article 116, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to Article 17, paragraph (9) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) and Article 54, paragraph (1) of the Act) shall be the time limit for exercising voting rights provided in Article 31, item (v), sub-item (a).
(Minutes of a Written Resolution)
Article 39 (1) The preparation of written resolution under Article 120 of the Trust Act as applied mutatis mutandis pursuant to Article 17, paragraph (9) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) and Article 54, paragraph (1) of the Act) shall be as provided in this Article.
(2) The minutes of a written resolution shall be prepared in writing or in the form of an Electromagnetic Record.
(3) The minutes of a written resolution shall include the following matters:
(i) the day on which the written resolution was adopted;
(ii) the result of the written resolution; and
(iii) the name of the person who carried out the duties pertaining to the preparation of minutes.
(Electromagnetic Records)
Article 40 The Electromagnetic Record specified by Cabinet Office Ordinance as referred to in Article 17, paragraph (10) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 20, paragraph (1) and Article 54, paragraph (1) of the Act) shall be that recording information in a file that has been prepared using media which can securely record certain information by magnetic disks, or any other means equivalent thereto.
(Notification of Cancellation of an Investment Trust Contract)
Article 41 (1) The notification under Article 19 of the Act shall be made by submitting a notification containing the following matters to the Commissioner of the Financial Services Agency or Other Competent Official:
(i) the name of the Investment Trust Operated with Instructions from the Settlor pertaining to the relevant Investment Trust Contract;
(ii) the reasons for the cancellation of the Investment Trust Contract;
(iii) the day on which the cancellation of the Investment Trust Contract becomes effective;
(iv) when conditions for suspension of cancellation of an Investment Trust Contract are to be provided, such conditions; and
(v) when a written resolution is to be adopted, the matters listed in Article 17, paragraph (1), items (i) and (iii) of the Act as applied mutatis mutandis pursuant to Article 20, paragraph (1) of the Act and the matters listed in Article 31, items (ii) to (vii) inclusive
(2) The following documents shall be attached to the notification under the preceding paragraph:
(i) a written consent of the trustee company;
(ii) when a written resolution is to be adopted, the following documents:
(a) in cases of giving the public notice under Article 17, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 20, paragraph (1) of the Act, a document stating the contents of the public notice; and
(b) the Reference Documents for a Written Resolution defined in Article 33.
(Proposal for the Cancellation of an Investment Trust Contract)
Article 42 The following matters shall be stated in the Reference Documents for a Written Resolution related to the proposal for the cancellation of an Investment Trust Contract:
(i) matters concerning the adequacy of the cancellation of an Investment Trust Contract;
(ii) the day on which the cancellation of an Investment Trust Contract becomes effective;
(iii) when conditions for suspension of cancellation of an Investment Trust Contract are to be provided, such conditions;
(iv) the details of the Property Status Disclosure Materials, etc. prepared immediately before the cancellation (when the time at which the Property Status Disclosure Materials, etc. should be prepared has yet to arrive, such fact);
(v) when a disposition of property belonging to an important Investment Trust Property or assumption of a material Obligation Assumed by the Trustee under the Trust Property has been made, or any other event that may have a significant influence on the status of Investment Trust Property has occurred after the preparation of the Property Status Disclosure Materials, etc. (in cases where the time at which the Property Status Disclosure Materials, etc. should be prepared has yet to arrive, after the time when the Investment Trust Operated with Instructions from the Settlor has been established), the details thereof;
(vi) the reasons for canceling the Investment Trust Contract; and
(vii) the matters that may be disadvantageous to beneficiaries with regard to the matters concerning the cancellation of an Investment Trust Contract.
(Cases Where a Notification for Cancellation of an Investment Trust Contract is Not Required, etc.)
Article 43 The cases specified by Cabinet Office Ordinance as referred to in Article 20, paragraph (2) of the Act shall be the following cases:
(i) cases where a truly unavoidable circumstance has occurred in light of the status of the Investment Trust Property for which the Investment Trust Contract is intended to be cancelled, and where it is difficult to carry out the procedures for the cancellation of the Investment Trust Contract under Article 17 of the Act as applied mutatis mutandis pursuant to Article 20, paragraph (1) of the Act;
(ii) cases where it is provided for, in advance, in the Basic Terms and Conditions for an Investment Trust to the effect that the Investment Trust Contract shall be cancelled when certain conditions are met, and such cancellation of the Investment Trust Contract is made by satisfying said certain conditions.
(Application for Approval of Continuance of an Investment Trust Contract)
Article 44 (1) A Settlor Company of an Investment Trust which intends to obtain the approval under Article 23, paragraph (4) of the Act shall submit a written application for approval containing the following matters to the Commissioner of the Financial Services Agency or Other Competent Official:
(i) the name of the Investment Trust Operated with Instructions from the Settlor pertaining to the relevant Investment Trust Contract;
(ii) the reasons for continuing the Investment Trust Contract; and
(iii) the duration period of the Investment Trust Contract.
(2) The documents stating the investment status of the Investment Trust Property pertaining to the relevant Investment Trust Contract shall be attached to the application under the preceding paragraph.
Article 45 Deleted
Article 46 Deleted
Article 47 Deleted
Article 48 Deleted
Article 49 Deleted
Article 50 Deleted
Article 51 Deleted
Article 52 Deleted
Article 53 Deleted
Article 54 Deleted
Article 55 Deleted
Article 56 Deleted
Article 57 Deleted
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Article 59 Deleted
Article 60 Deleted
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Article 62 Deleted
Article 63 Deleted
Article 64 Deleted
Article 65 Deleted
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Article 72 Deleted
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Article 75 Deleted
Article 76 Deleted
Chapter III Investment Trust without a Settlor's Order
(Notification of the Contents of the Basic Terms and Conditions for an Investment Trust)
Article 77 (1) The notification under Article 49, paragraph (1) of the Act shall be made by submitting the notification containing the following matters to the Commissioner of the Financial Services Agency or Other Competent Official:
(i) the name of the Investment Trust without Settlor's Order pertaining to the relevant Basic Terms and Conditions for an Investment Trust (meaning the Basic Terms and Conditions for an Investment Trust defined in Article 49, paragraph (1) of the Act; hereinafter the same shall apply in this Chapter);
(ii) whether the relevant Investment Trust is a Unit Type (meaning the type of an Investment Trust where the total amount of principal of a trust which is to be jointly invested may not be increased) or Open Type (meaning the type of an Investment Trust where the total amount of the principal of a trust which is to be jointly invested may not be increased);
(iii) the following matters as those related to the type of assets which are to be the subject of investment:
(a) the type of Specified Assets which are to be the subject of investment; and
(b) the type of assets other than the Specified Assets, which are to be the subject of investment;
(iv) the investment policy for the Investment Trust Property (meaning the Investment Trust Property defined in Article 48 of the Act; hereinafter the same shall apply in this Chapter);
(v) the planned principal of a trust which is to be invested jointly or the initial planned principal;
(vi) the establishment date;
(vii) the trust contract period;
(viii) use of a Public Offering, Private Placement to Qualified Institutional Investors, Private Placement to Professional Investors, or Private Placement to Small Number of General Investors;
(ix) the period of Public Offering or Private Placement;
(x) the trade name or name of the Financial Services Provider, etc. that handles the dealing in Public Offering or Private Placement;
(xi) in cases where the Trust Company, etc. carries out Public Offering or Private Placement by itself, such fact; and
(xii) other matters found to be the feature of the Investment Trust Without a Settlor's Order pertaining to the relevant Basic Terms and Conditions for an Investment Trust.
(2) A draft of the Basic Terms and Conditions for an Investment Trust shall be attached to the notification under the preceding paragraph.
(Matters to be Stated in the Basic Terms and Conditions for an Investment Trust)
Article 78 The matters specified by Cabinet Office Ordinance as referred to in Article 49, paragraph (2), item (xix) of the Act shall be the following matters:
(i) the matters concerning the resignation and dismissal of the trustee, as well as the appointment of a new trustee;
(ii) the matters concerning the addition to the principal of a trust in an Investment Trusts Without Settlors' Orders in which the total amount of the principal of a trust which is to be jointly invested may be increased and;
(iii) the matters concerning the cancellation of an Investment Trust Contract (meaning the Investment Trust Contract defined in Article 47, paragraph (1) of the Act; hereinafter the same shall apply in this Chapter);
(iv) in cases where the trustee entrusts the authority to make orders for investment (including the further entrustment of part of the authority subject to said relevant entrustment; the same shall apply in item (viii) of the following Article and Article 80, item (i)), the details of the entrustment;
(v) in cases where the person who accepted the entrustment of authority to make orders for investment from the trustee further entrusts part of said authority, the trade name or name and location of the person to whom the first-mentioned person further entrusts part of his/her authority to make orders for investment (in cases where the first-mentioned person is a Financial Services Provider registered under Article 29 of the Financial Instruments and Exchange Act for engaging in the Investment Management Business for Qualified Investors, including a statement to that effect);
(vi) the matters concerning the Consolidation of Investment Trusts Without Settlers' Orders (meaning the Consolidation of Investment Trust Without Settlers' Orders as prescribed in Article 16, item (ii) of the Act as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act; the same shall apply hereinafter);
(vii) in cases where there is an agent for a beneficiary, a statement to the effect that the authority to exercise voting rights under Article 17, paragraph (6) of the Act as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act, and the right to demand purchase of beneficial interest under Article 18, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act is not included in the authority of the agent for the beneficiary; and
(viii) the matters concerning the demand for purchase of beneficial interest under Article 18, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act.
(Details of the Matters to be Stated in the Basic Terms and Conditions for an Investment Trust)
Article 79 The details specified by Cabinet Office Ordinance as referred to in Article 49, paragraph (4) of the Act shall be those specified in the following items according to the category of matters listed in the respective items:
(i) the matters listed in Article 49, paragraph (2), item (iii) of the Act: the following matters:
(a) the matters concerning the changes into a registered form or into a bearer form with regard to Beneficiary Certificates and the procedures for the entry of a name change thereon;
(b) the matters related to the requirements to duly assert against third parties for the transfer of registered Beneficiary Certificates; and
(c) the matters concerning the reissuance of Beneficiary Certificates and the cost therefor;
(ii) the matters listed in Article 49, paragraph (2), item (v) of the Act: the following matters:
(a) basic policy for assets investments;
(b) the type of assets which are to be the subject of investment;
(c) in cases of providing a holding ratio or holding restriction for assets which are to be the subject of investment, the details thereof (in cases where the assets which are to be the subject of investment are rights, or where specifying the type and scope of transactions pertaining to the acquisition of such right and imposing restrictions for such acquisition, the respective details thereof);
(d) in cases where loaning the assets acquired by an Investment Trust Property, the details thereof; and
(iii) the matters listed in Article 49, paragraph (2), item (vi) of the Act: in accordance with the type of assets to be invested, the respective method, standard and record date for the appraisal therefor;
(iv) the matters listed in Article 49, paragraph (2), item (vii) of the Act: the following matters:
(a) the matters concerning the method of calculation for the amount of distributable profits;
(b) the matters concerning the timing, method and place of the payment of the amount of profit distribution, amount of redemption, and amount for partial cancellation;
(v) the matters listed in Article 49, paragraph (2), item (x) of the Act: the following matters:
(a) the matters concerning the explanation for the grounds for extension of a trust contract;
(b) the matters concerning the explanation for the grounds for cancellation of a trust contract; and
(c) the matters concerning the explanation of handling of rescission of registration of a trustee or of any other case;
(vi) the matters listed in Article 49, paragraph (2), item (xi) of the Act: the matters related to the accounting period and special provisions thereon;
(vii) the matters listed in Article 49, paragraph (2), item (xiv) of the Act: the matters concerning the purpose, maximum amount, and use of the borrowing, and, in cases where the lenders for the borrowings are limited to Qualified Institutional Investors, such fact;
(viii) the matters listed in Article 49, paragraph (2), item (xvi) of the Act: the matters concerning the amount of remuneration for entrustment, and the timing and method of payment thereof;
(ix) the matters listed in Article 49, paragraph (2), item (xviii) of the Act: the matters specified in the following sub-item (a) or (b) according to the category of methods of public notice listed in the respective sub-items:
(a) the method of giving the public notice by publishing in a daily newspaper that publishes matters on current affairs: the name of the daily newspaper that gives the public notice; or
(b) Electronic Public Notice (meaning the Electronic Public Notice as prescribed in Article 57, item (ii) of the Act): the Registration Address.
(Matters to be State on Beneficiary Certificates)
Article 80 The matters specified by Cabinet Office Ordinance as referred to in Article 50, paragraph (2), item (xi) of the Act shall be the following matters:
(i) in cases where the trustee entrusts the authority to make orders for investment, the details of such entrustment;
(ii) an indication to the effect that even if the value of purchase or redemption provided in the Basic Terms and Conditions for an Investment Trust falls below the principal of the relevant trust, purchase or redemption shall not be made at a value exceeding the first-mentioned value:
(Matters to be Stated in the Registry of Beneficial Interest Holders)
Article 81 (1) The matters specified by Cabinet Office Ordinance as referred to in Article 186, item (i) of the Trust Act as applied mutatis mutandis pursuant to Article 50, paragraph (4) of the Act shall be the name of the Investment Trust Without a Settlor's Order.
(2) The matters specified by Cabinet Office Ordinance as referred to in Article 186, item (v) of the Trust Act as applied mutatis mutandis pursuant to Article 50, paragraph (4) of the Act shall be the following matters:
(i) the trade name or name, and location of the trustee of the relevant Investment Trust Without a Settlor's Order;
(ii) when there is a trust supervisor, the following matters;
(a) the trade name or name, and location or address;
(b) when there is a provision as prescribed in the proviso to Article 132, paragraph (1) of the Trust Act or the proviso to paragraph (2) of that Article, the details of such provision;
(iii) when there is an agent for a beneficiary, the following matters:
(a) the trade name, name, and location or address;
(b) when there is a provision as prescribed in the proviso to Article 139, paragraph (1) of the Trust Act or the proviso to paragraph (2) of that Article, the details of such provision;
(iv) when an administrator of the registry of beneficial interest holders as prescribed in Article 188 of the Trust Act has been specified, the trade name, name, and location or address thereof; and
(v) in addition to what is listed in the preceding items, the matters to be stated in the Basic Terms and Conditions for an Investment Trust.
(Method of Indicating the Matters Recorded in an Electromagnetic Record)
Article 82 The method specified by Cabinet Office Ordinance as referred to in Article 190, paragraph (2), item (ii) of the Trust Act as applied mutatis mutandis pursuant to Article 50, paragraph (4) of the Act shall be the method of indicating the matters recorded in an Electromagnetic Record under that item on paper or on a computer screen.
(Stating, etc. the Matters to be Stated in the Registry of Beneficial Interest Holders Not by the Request of Beneficiaries)
Article 83 In the cases listed in the items of Article 197, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to Article 50, paragraph (4) of the Act, a trustee of an Investment Trust Without a Settlor's Order shall state or record as to whether the relevant beneficial interest belong to his/her own property, another Investment Trust Property, or an Investment Trust Property of said Investment Trust Without a Settlor's Order as the matters to be stated in the registry of beneficial interest holders.
(Request of Statement, etc. of the Matters to be Stated in the Registry of Beneficial Interest Holders)
Article 84 The cases specified by Cabinet Office Ordinance as referred to in Article 198, paragraph (2) of the Trust Act as applied mutatis mutandis pursuant to Article 50 paragraph (4) of the Act shall be the case where a Beneficial Interest Acquirer (meaning a person who has acquired the beneficial interest of an Investment Trust Without a Settlor's Order from a person other than the trustee of an Investment Trust Without a Settlor's Order (said trustee shall be excluded from the first-mentioned person)) makes the request by presenting the Beneficiary Certificate.
(Electronic Signature)
Article 85 (1) The measures in lieu of signing or affixing names and seals specified by Cabinet Office Ordinance as referred to in Article 202, paragraph (3) of the Trust Act as applied mutatis mutandis pursuant to Article 50, paragraph (4) of the Act shall be Electronic Signature.
(2) The term "Electronic Signature" as used in the preceding paragraph means measures implemented for information which can be recorded in an Electromagnetic Record, that satisfy all of the following requirements:
(i) that the measure is for indication that the information has been prepared by the person who implemented the measures; and
(ii) that the measure is one that enables to confirm as to whether the information has been altered or not.
(Appraisal of Real Property Pertaining to Specified Assets)
Article 85-2 An appraisal of real property under Article 11, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act shall be assigned to a real property appraiser who does not fall under any of the following:
(i) an Interested Person, etc. of the relevant Trust Company, etc. (meaning the Interested Person, etc. as prescribed in Article 11, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act);
(ii) an officer or employee of the relevant Trust Company, etc.; or
(iii) a person who is, pursuant to the provisions of the Act on Real Estate Appraisal, unqualified to engage in the business concerning an appraisal of real property under Article 11, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act.
(Deliver of Documents to Beneficiaries, etc. When Conflict of Interests is Likely to Occur)
Article 86 (1) The delivery of documents in relation to the transactions listed in the items of Article 13, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act shall be made by the documents containing the following matters:
(i) the name of the Investment Trust Without a Settlor's Order pertaining to the relevant transaction;
(ii) the reasons for delivering the document (including the relationship between the counterparty to the relevant transactions and the relevant Settlor Company of an Investment Trust);
(iii) the reasons for conducting the transaction;
(iv) the details of the transaction (the type, issue (other matters necessary for specifying the Specified Assets), and number of the Specified Assets for which a transaction has been conducted, as well as the price and method of transaction, and the date on which the transaction was conducted);
(v) the results of the appraisal under Article 11, paragraph (1) of the Act or the investigation under paragraph (2) of that Article, as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act;
(vi) the date of delivery of the document; and
(vii) other matters that will serve as a reference.
(2) When the transactions listed in the items of Article 13, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act has been conducted, a Settlor Company of an Investment Trust shall deliver the documents containing the matters listed in the items of the preceding paragraph without delay.
(Customers to Whom Documents Shall be Delivered When Conflict of Interest is Likely to Occur)
Article 87 The customers specified by Cabinet Office Ordinance as referred to in Article 29, item (iv) of the Order shall be as follows:
(i) the counterparty to the transactions in cases where the Trust Company, etc. conducts sale or purchase of housing lands or buildings of the Investment Trust Property, or provides an agent or intermediary service therefor;
(ii) in cases where the Trust Company, etc. gives advice with regard to the investment related to the Specified Assets of an Investment Trust Property, the counterparty to the transaction of the Specified Assets to be conducted based on said advice.
(Cases Where Delivery of Investment Reports is Not Required)
Article 88 The cases specified by Cabinet Office Ordinance as referred to in Article 14, paragraph (1), item (iii) of the Act as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act shall be the following cases:
(i) cases where the Beneficiary Certificate is listed on a Financial Instruments Exchange (excluding cases where the Beneficiary Certificate falls under the category of Specified Listed Securities defined in Article 2, paragraph (33) of the Financial Instruments and Exchange Act);
(ii) cases where the Beneficiary Certificate falls under the category of Securities for Professional Investors, and the information related to the matters to be stated in the investment reports is provided or publicized under Article 27-32, paragraph (1) or (2) of the Financial Instruments and Exchange Act as the Issuer's Information defined in paragraph (1) of that Article (limited to cases where it is provided to the effect that provision or publication of the information shall be made in lieu of the delivery of investment reports in the Basic Terms and Conditions for an Investment Trust).
(Notification of the Contents of the Changes to the Basic Terms and Conditions for an Investment Trust)
Article 89 (1) The notification under Article 16 of the Act (limited to the part pertaining to item (i)) as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act shall be made by submitting the notification containing the following matters to the Commissioner of the Financial Services Agency or Other Competent Official:
(i) the name of the Investment Trust Without a Settlor's Order pertaining to the relevant Basic Terms and Conditions for an Investment Trust;
(ii) the contents of and reasons for the changes to the Basic Terms and Conditions for an Investment Trust;
(iii) the day on which the changes to the Basic Terms and Conditions for an Investment Trust becomes effective;
(iv) when conditions for cancellation of changes to Basic Terms and Conditions for an Investment Trust are to be provided, such conditions; and
(v) when a written resolution is to be adopted, the matters listed in Article 17, paragraph (1), items (i) and (iii) of the Act as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act, and the matters listed in Article 31, items (ii) to (vii) inclusive.
(2) The following documents shall be attached to the notification under the preceding paragraph:
(i) a draft of the changes to the Basic Terms and Conditions for an Investment Trust;
(ii) when a written resolution is to be adopted, the following documents:
(a) in cases where giving the public notice under Article 17, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act, the documents stating the contents of the public notice; and
(b) the Reference Documents for a Written Resolution defined in Article 33.
(Notification of Consolidation of Investment Trusts Without Settlors' Orders)
Article 90 (1) The notification under Article 16 of the Act (limited to the part pertaining to item (ii)) as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act shall be made by submitting the notification containing the following matters to the Commissioner of the Financial Services Agency or Other Competent Official:
(i) the name of each Investment Trust Without a Settlor's Order pertaining to the consolidation of the relevant Investment Trusts Without Settlors' Orders;
(ii) the name of the Investment Trust Without a Settlor's Order after the consolidation of Investment Trusts Without Settlors' Orders;
(iii) the contents of and reasons for the consolidation of Investment Trusts Without Settlors' Orders;
(iv) the day on which the consolidation of Investment Trusts Without Settlors' Orders becomes effective;
(v) when conditions for cancellation of the consolidation of Investment Trusts Without Settlors' Orders are to be provided, such conditions; and
(vi) when a written resolution is to be adopted, the matters listed in Article 17, paragraph (1), items (i) and (iii) of the Act as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act, and the matters listed in Article 31, items (ii) to (vii) inclusive.
(2) The following documents shall be attached to the notification under the preceding paragraph:
(i) a draft of the Basic Terms and Conditions for an Investment Trust after the consolidation of Investment Trusts Without Settlors' Orders;
(ii) when a written resolution is to be adopted, the following documents:
(a) in cases where giving the public notice under Article 17, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act, the documents stating the contents of the public notice; and
(b) the Reference Documents for a Written Resolution defined in Article 33.
(Material Changes to the Contents of the Basic Terms and Conditions for an Investment Trust)
Article 91 The changes to the contents of the Basic Terms and Conditions for an Investment Trust specified by Cabinet Office Ordinance as being material as referred to in Article 17, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act shall be the changes to the matters listed in Article 49, paragraph (2), items (i), (iii) to (xii) inclusive and (xiv) to (xvi) inclusive of the Act, and the matters listed the items of Article 78, so as to lose the identity as a financial instrument of the Investment Trust Without a Settlor's Order related to the relevant Basic Terms and Conditions for an Investment Trust.
(Proposals for the Changes to the Basic Terms and Conditions for an Investment Trust)
Article 92 The following matters shall be stated in the Reference Documents for a Written Resolution related to the proposal for the changes to the Basic Terms and Conditions for an Investment Trust:
(i) a draft of the changes to the Basic Terms and Conditions for an Investment Trust;
(ii) when changes are to be made to the contents of the beneficial interest specified in the Basic Terms and Conditions for an Investment Trust, or where it is likely that the changes have a material impact on the value of the beneficial interest, the matters related to the contents and appropriateness of such changes or impact;
(iii) the day on which the changes to the Basic Terms and Conditions for an Investment Trust become effective;
(iv) when conditions for cancellation of changes to Basic Terms and Conditions for an Investment Trust are to be provided, such conditions; and
(v) the reasons for changing the Basic Terms and Conditions for an Investment Trust; and
(vi) the facts that may be disadvantageous to beneficiaries with regard to the matters related to the changes to the Basic Terms and Conditions for an Investment Trust.
(Proposals for the Consolidation of Investment Trusts Without Settlors' Orders)
Article 93 The following matters shall be stated in the Reference Documents for a Written Resolution related to the proposal for the consolidation of Investment Trusts Without Settlors' Orders:
(i) the contents of the Basic Terms and Conditions for an Investment Trust after the consolidation of Investment Trusts Without Settlors' Orders;
(ii) in cases where changes are to be made to the contents of the beneficial interest specified in the Basic Terms and Conditions for an Investment Trust, the details thereof and the reasons for the changes;
(iii) in cases money and other property are to be delivered to the beneficiaries upon the consolidation of Investment Trusts Operated with Instructions from the Settlor, the following matters:
(a) the details and value of the relevant property, as well as the matters concerning the adequacy of the provisions for such matters;
(b) the matters concerning money or any other property to be delivered to beneficiaries, and the matters concerning the adequacy of the provisions for such matters;
(iv) the day on which the consolidation of Investment Trusts Without Settlors' Orders becomes effective;
(v) when conditions for cancellation of consolidation of Investment Trusts Without Settlors' Orders are to be provided, such conditions;
(vi) the following matters concerning the other Investment Trust Without a Settlor's Order which is to effect the consolidation of Investment Trusts Without Settlors' Orders, and any other matters necessary for specifying the other Investment Trust Without a Settlor's Order:
(a) the trade name or name and address of the trustee;
(b) the day of conclusion of the Investment Trust Contract; and
(c) the contents of the Basic Terms and Conditions for an Investment Trust;
(vii) the contents of the Property Status Disclosure Materials, etc. which have been prepared immediately before the consolidation of Investment Trusts Without Settlors' Orders by each Investment Trust Operated Without a Settlor's Order which effects said consolidation (if the time at which the Property Status Disclosure Materials, etc. should be prepared has yet to arrive, such fact);
(viii) with regard to each Investment Trust Operated Without a Settlor's Order which effects the consolidation of Investment Trusts Operated Without Settlors' Orders, when a disposition of property belonging to an important Investment Trust Property, or assumption of a material Obligation Assumed by the Trustee under the Trust Property has been made, or any other event that may have a significant influence on the status of the Investment Trust Property has occurred after preparing the Property Status Disclosure Materials, etc. (in cases where the time at which the Property Status Disclosure Materials, etc. should be prepared has yet to arrive, after the time when the Investment Trust Operated with Instructions from the Settlor has been established), the details thereof;
(ix) the reasons for effecting a consolidation of Investment Trusts Without Settlors' Orders; and
(x) the facts that may be disadvantageous to beneficiaries with regard to the matters concerning the consolidation of Investment Trusts Without Settlors' Orders.
Chapter IV Foreign Investment Trust
(Scope of Beneficiary Certificates for which a Notification of a Foreign Investment Trust is Not Required)
Article 94 The Beneficiary Certificates of a Foreign Investment Trust specified by Cabinet Office Ordinance as referred to in Article 30, item (ii) of the Order shall be Beneficiary Certificates of a Foreign Investment Trust that is similar to the Investment Trust listed in Article 12, item (ii) of the Order (limited to Investment Trusts invested in shares included in the Constituents of the Underlying Indicator).
(Acts for which a Notification of a Foreign Investment Trust is Not Required)
Article 94-2 The acts specified by Cabinet Office Ordinance as referred to in Article 30, item (iii) of the Order shall be the following acts related to the Beneficiary Certificate of a Foreign Investment Trust (excluding those provided in the preceding Article; hereinafter the same shall apply in this Article) which is listed on a Foreign Financial Instruments Market, conducted by a person engaged in Type I Financial Instruments Business (meaning the Type I Financial Instruments Business as prescribed in Article 28, paragraph (1) of the Financial Instruments and Exchange Act; hereinafter the same shall apply in this Article and Article 259-2) with a Qualified Institutional Investor as the other party thereof, or on behalf of the Qualified Institutional Investor:
(i) an intermediary, brokerage or agency service for the sale and purchase on a Foreign Financial Instruments Market (in cases of intermediary, brokerage or agency service for purchase on a Foreign Financial Instruments Market, limited to the intermediary, brokerage or agency service provided on the condition that the Qualified Institutional Investor promises not to make sales of the Beneficiary Certificates of the Foreign Investment Trust in cases other than the case where sold on a Foreign Financial Instruments Market or sold to the relevant person engaged in Type I Financial Instruments Business);
(ii) an intermediary, brokerage, or agency service for entrustment of sale and purchase on a Foreign Financial Instruments Market (in cases of intermediary, brokerage or agency service for entrustment of purchase on a Foreign Financial Instruments Market, limited to the intermediary, brokerage or agency service provided on the condition that the Qualified Institutional Investor promises not to make sales of the Beneficiary Certificate of the Foreign Investment Trust in cases other than the case where sold on a Foreign Financial Instruments Market or sold to the relevant person engaged in Type I Financial Instruments Business) ;
(iii) an intermediary, brokerage, or agency service for sales or purchases (except for those listed in item (i), limited to the intermediary, brokerage or agency service provided on the condition that the Qualified Institutional Investor promises not to make sales of the Beneficiary Certificate of the Foreign Investment Trust in cases other than the case where selling on a Foreign Financial Instruments Market or to the relevant person engaged in Type I Financial Instruments Business);
(iv) purchase from the person who has acquired the Beneficiary Certificate of the Foreign Investment Trust through the acts listed in the preceding three items conducted by the person engaged in Type I Financial Instruments Business.
(Agent of an Issuer of Beneficiary Certificates of a Foreign Investment Trust)
Article 95 In cases where an issuer of Beneficiary Certificate of a Foreign Investment Trust makes the notification under Article 58, paragraph (1) of the Act, or the provisions of Article 16 and Article 19 of the Act as applied mutatis mutandis pursuant to Article 59 of the Act, such issuer shall specify a person who has an address in Japan and who has the authority to represent the issuer for any acts concerning the notification.
(Notification, etc. of a Foreign Investment Trust)
Article 96 (1) The notification under Article 58, paragraph (1) of the Act shall be made by submitting the notification concerning a Foreign Investment Trust that has been prepared using appended form No. 1 to the Commissioner of the Financial Services Agency.
(2) The matters specified by Cabinet Office Ordinance as referred to in Article 58, paragraph (1), item (v) of the Act shall be the following matters:
(i) the matters concerning whole or part of succession of the business as a result of split of the settlor (limited to cases where the relevant Foreign Investment Trust is one similar to an Investment Trust Operated with Instructions from the Settlor), or whole or part of transfer of business by the settlor;
(ii) the matters concerning the resignation and dismissal of the trustee, as well as the appointment of a new trustee;
(iii) in cases where the settlor entrusts the authority to make orders for investment to other persons (limited to cases where the relevant Foreign Investment Trust is one similar to an Investment Trust Operated with Instructions from the Settlor), or where the trustee entrusts the authority to make orders for investment to other persons (limited to cases where the relevant Foreign Investment Trust is one similar to an Investment Trust Operated Without a Settlor's Order) the details of the entrustment;
(iv) the name of the Financial Services Provider, etc. that handles the Dealing of Public Offering, etc. as prescribed in Article 58, paragraph (1) of the Act in Japan.
(3) The documents specified by Cabinet Office Ordinance as referred to in Article 58, paragraph (2) of the Act shall be the following documents:
(i) a document proving that the representative person stated in the notification concerning the relevant Foreign Investment Trust is a person who has legitimate authority with regard to the notification under Article 58, paragraph (1) of the Act;
(ii) a document proving that the issuer of the Beneficiary Certificate of the relevant Foreign Investment Trust has granted a person who has an address in Japan the authority to represent the issuer for any acts concerning the notification under Article 58, paragraph (1) of the Act for said Foreign Investment Trust;
(iii) in cases where an approval, authorization, permission, notification or the equivalent thereto has been made with regard to the establishment of the relevant Foreign Investment Trust based on laws and regulations of the State in which said Foreign Investment Trust was established, a copy of the written approval, written authorization, written permission, notification or documents equivalent thereto;
(iv) a legal opinion letter by legal experts stating that the establishment of the relevant Foreign Investment Trust is legal as well as relevant provisions of the relevant laws and regulations set forth in said legal opinion letter; and
(v) in cases where a person who has the authority for the investment of the relevant Foreign Investment Trust (including the orders therefor; hereinafter the same shall apply in this item) has entrusted said authority to another person and has such person invest said Foreign Investment Trust, a document disclosing the contents of the entrustment.
(Notification of the Contents of the Changes to the Basic Terms and Conditions for a Foreign Investment Trust, etc.)
Article 97 (1) The notification under Article 16 of the Act (limited to the part pertaining to item (i)) as applied mutatis mutandis pursuant to Article 59 of the Act shall be made by submitting the notification containing the following matters to the Commissioner of the Financial Services Agency:
(i) the name of the Foreign Investment Trust pertaining to the relevant Basic Terms and Conditions for a Foreign Investment Trust or documents similar thereto (hereinafter referred to as the "Basic Terms and Conditions for a Foreign Investment Trust, etc.");
(ii) the contents and reasons for the changes to the Basic Terms and Conditions for a Foreign Investment Trust, etc.;
(iii) the day on which the changes to the Basic Terms and Conditions for a Foreign Investment Trust, etc. becomes effective.
(2) The following documents shall be attached to the notification under the preceding paragraph:
(i) a draft of the changes to the Basic Terms and Conditions for a Foreign Investment Trust, etc.;
(ii) in cases where the relevant Foreign Investment Trust is similar to an Investment Trust Operated with Instructions from a Settlor, a written consent of the trustee company or substitute documents therefor;
(iii ) in cases where giving the public notice under Article 17, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 59 of the Act, the documents stating the contents of the public notice; and (iii ) in cases where giving the public notice under Article 17, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 59 of the Act, the documents stating the contents of the public notice; and
(iv) documents equivalent to the documents related to the provisions of paragraph (3), items (i) to (iv) inclusive of the preceding Article related to the changes to the Basic Terms and Conditions for a Foreign Investment Trust, etc.
(Notification of Consolidation of Foreign Investment Trusts)
Article 98 (1) The notification under Article 16 of the Act (limited to the part pertaining to item (ii)) as applied mutatis mutandis pursuant to Article 59 of the Act shall be made by submitting the notification containing the following matters to the Commissioner of the Financial Services Agency:
(i) the name of each Foreign Investment Trust pertaining to the Consolidation of Foreign Investment Trusts (meaning the consolidation of Foreign Investment Trusts as prescribed in Article 16, item (ii) of the Act as applied mutatis mutandis pursuant to Article 59 of the Act; hereinafter the same shall apply in this Chapter);
(ii) the name of the Foreign Investment Trust after the consolidation of Foreign Investment Trusts;
(iii) the contents of and reasons for the consolidation of Foreign Investment Trusts;
(iv) the day on which the consolidation of Foreign Investment Trusts becomes effective.
(2) The following documents shall be attached to the notification under the preceding paragraph:
(i) a draft of the Basic Terms and Conditions for a Foreign Investment Trust, etc. after the consolidation of Foreign Investment Trusts;
(ii) in cases where the relevant Foreign Investment Trust is similar to an Investment Trust Operated with Instructions from a Settlor, a written consent of the trustee company or substitute documents therefor;
(iii) in cases where giving the public notice under Article 17, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 59 of the Act, the documents stating the contents of the public notice; and
(iv) documents equivalent to the documents related to the provisions of Article 96, paragraph (3), items (i) to (iv) inclusive concerning the consolidation of Foreign Investment Trusts.
(Material Changes to the Contents of the Basic Terms and Conditions for a Foreign Investment Trust, etc.)
Article 99 The changes to the contents of the Basic Terms and Conditions for an Foreign Investment Trust specified by Cabinet Office Ordinance as being material as referred to in Article 17, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 59 of the Act shall be the changes to the matters stated in the relevant Basic Terms and Conditions for a Foreign Investment Trust, etc., so as to lose the identity as a financial instrument of the Foreign Investment Trust related to the Basic Terms and Conditions for a Foreign Investment Trust, etc.
(Matters Decided for Material Changes to the Basic Terms and Conditions, etc.)
Article 100 The matters specified by Cabinet Office Ordinance as referred to in Article 17, paragraph (1), item (iv) of the Act as applied mutatis mutandis pursuant to Article 59 of the Act shall be the following matters:
(i) in cases of changing the Basic Terms and Conditions for an Investment Trust for a Foreign Investment Trust:
(a) the Basic Terms and Conditions for a Foreign Investment Trust, etc. after the change;
(b) when the contents of the beneficial interest provided in the Basic Terms and Conditions for a Foreign Investment Trust, etc. are to be changed, or it is likely that the changes have a material impact on the value of the beneficial interest, the matters related to the contents and appropriateness of such changes or impact;
(c) the day on which the changes to the Basic Terms and Conditions for a Foreign Investment Trust, etc. become effective;
(d) the reasons for changing the Basic Terms and Conditions for a Foreign Investment Trust, etc.; and
(e) the facts that may be disadvantageous to beneficiaries with regard to the matters related to the changes to the Basic Terms and Conditions for a Foreign Investment Trust, etc.;
(ii) in cases of consolidating Foreign Investment Trusts:
(a) the contents of the Basic Terms and Conditions for a Foreign Investment Trust, etc. after the consolidation of Foreign Investment Trusts;
(b) in cases where changes are to be made to the contents of the beneficial interest specified in the Basic Terms and Conditions for a Foreign Investment Trust, etc., the details thereof and the reasons for the changes;
(c) in cases money and other property are to be delivered to the beneficiaries upon the consolidation of Foreign Investment Trusts, the following matters:
1. the details and value of the relevant property, as well as the matters concerning the adequacy of the provisions for such matters;
2. the matters concerning money or any other property to be delivered to beneficiaries and the matters concerning the adequacy of the provisions for such matters;
(d) the day on which the consolidation of Foreign Investment Trusts becomes effective;
(e) the following matters concerning the other Foreign Investment Trust Operated which is to effect the consolidation of Foreign Investment Trusts, and any other matters necessary for specifying the other Foreign Investment Trust:
1. the trade name or name and address of the settlor and trustee;
2. the day of conclusion of a Trust Contract for a Foreign Investment Trust; and
(3) the contents of the Basic Terms and Conditions for a Foreign Investment Trust, etc.; (3) the contents of the Basic Terms and Conditions for a Foreign Investment Trust, etc.;
(f) the contents of the Property Status Disclosure Materials, etc. (including documents equivalent thereto or Electromagnetic Records; hereinafter the same shall apply in this Article and Article 102) which have been prepared immediately before the consolidation of Foreign Investment Trusts by each Foreign Investment Trust which effects said consolidation (if the time at which the Property Status Disclosure Materials, etc. should be prepared has yet to arrive, such fact);
(g) with regard to each Foreign Investment Trust which effects the consolidation of Foreign Investment Trusts, when a disposition of property belonging to an important Trust Property of a Foreign Investment, or assumption of a material Obligation Assumed by the Trustee under the Trust Property has been made, or any other event that may have a significant influence on the status of the Trust Property of a Foreign Investment Trust has occurred after preparing the Property Status Disclosure Materials, etc. (in cases where the time at which the Property Status Disclosure Materials, etc. should be prepared has yet to arrive, after the time when the Foreign Investment Trust has been established), the details thereof;
(h) the reasons for effecting a consolidation of Foreign Investment Trusts; and
(i) the facts that may be disadvantageous to beneficiaries with regard to the matters concerning the consolidation of Foreign Investment Trusts.
(Notification of Cancellation of a Trust Contract for a Foreign Investment Trust)
Article 101 (1) The notification under Article 19 of the Act as applied mutatis mutandis pursuant to Article 59 of the Act shall be made by submitting a notification containing the following matters to the Commissioner of the Financial Services Agency:
(i) the name of the Foreign Investment Trust;
(ii) the reasons for the cancellation of the Trust Contract for a Foreign Investment Trust; and
(iii) the day on which the cancellation of the Trust Contract for a Foreign Investment Trust becomes effective.
(2) The following documents shall be attached to the notification under the preceding paragraph:
(i) in cases where the relevant Foreign Investment Trust is one similar to an Investment Trust Operated with Instructions from a Settlor, a written consent of the trustee or substitute documents therefor;
(ii) in cases of giving the public notice under Article 17, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 20, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 59 of the Act, a document stating the contents of the public notice; and
(iii) documents equivalent to the documents related to the provisions of Article 96, paragraph (3), items (i) to (iv) inclusive with regard to the cancellation of the Trust Contract for a Foreign Investment Trust.
(Matters Decided for Cancellation of a Trust Contract for a Foreign Investment Trust)
Article 102 The matters specified by Cabinet Office Ordinance as referred to in Article 17, paragraph (1), item (iv) of the Act as applied mutatis mutandis pursuant to Article 20, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 59 of the Act shall be the following matters:
(i) the matters concerning the adequacy of the cancellation of a Trust Contract for a Foreign Investment Trust;
(ii) the day on which the cancellation of a Trust Contract for a Foreign Investment Trust becomes effective;
(iii) the details of the Property Status Disclosure Materials, etc. prepared immediately before the cancellation (when the time at which the Property Status Disclosure Materials, etc. should be prepared has yet to arrive, such fact);
(iv) when a disposition of property belonging to an important Trust Property of a Foreign Investment Trust or assumption of a material Obligation Assumed by the Trustee under the Trust Property has been made, or any other event that may have a significant influence on the status of Trust Property of a Foreign Investment Trust has occurred after the preparation of the Property Status Disclosure Materials, etc. (in cases where the time at which the Property Status Disclosure Materials, etc. should be prepared has yet to arrive, after the time when the Foreign Investment Trust has been established), the details thereof;
(v) the reasons for canceling the Trust Contract for a Foreign Investment Trust; and
(vi) the facts that may be disadvantageous to beneficiaries with regard to the matters concerning the cancellation of a Trust Contract for a Foreign Investment Trust.
Chapter V Investment Corporations
Section 1 Investment Corporations
(Electromagnetic Records)
Article 103 The Electromagnetic Record specified by Cabinet Office Ordinance as referred to in Article 66, paragraph (2) of the Act shall be that recording information in a file that has been prepared using media which can securely record certain information by magnetic disks, or any other means equivalent thereto.
(Electronic Signature)
Article 104 (1) The measures in lieu of signing or affixing names and seals specified by Cabinet Office Ordinance as referred to in the following provisions shall be Electronic Signature:
(i) Article 66, paragraph (2) of the Act;
(ii) Article 369, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 115, paragraph (1) of the Act;
(iii) Article 682, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 139-7 of the Act;
(iv) Article 695, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 139-7 of the Act; and
(v) Article 369, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 154-3, paragraph (2) of the Act.
(2) The Electronic Signature as referred to in the preceding paragraph shall be measures taken for the information which may be recorded in an Electromagnetic Record (meaning the Electromagnetic Record as prescribed in Article 66, paragraph (2) of the Act; the same shall apply hereinafter), that satisfy all of the following requirements:
(i) the measure is one for indicating that the relevant information has been prepared by the person who has taken the measure; and
(ii) the measure is one that enables to confirm as to whether the relevant information has been altered or not.
(Details of the Matters to be Stated in the Certificate of Incorporation)
Article 105 The details specified by Cabinet Office Ordinance as referred to in Article 67, paragraph (5) of the Act shall be those specified in the following items according to the category of matters listed in the respective items:
(i) the matters listed in Article 67, paragraph (1), item (vii) of the Act: the following:
(a) the basic policy for assets investments;
(b) the type, purpose, and scope of the Specified Assets which are the subject of assets investments;
(c) the type of assets other than Specified Assets which are the subject of assets investments;
(d) with regard to the assets which are the subject of the assets investments, in cases of imposing limitation on the amount for holding the assets for each type, issue or currency, or on the holding ratio thereof, limitation for the scope of issue of assets which may be acquired, or any other limitation on investments, the details thereof;
(e) in cases where the Investment Corporation has the purpose of investing the assets mainly into Securities (excluding rights listed in the items of Article 2, paragraph (2) of the Financial Instruments and Exchange Act deemed as Securities pursuant to that paragraph; hereinafter the same shall apply in this sub-item (e)) (including the Transactions of Securities-Related Derivatives defined in Article 28, paragraph (8), item (vi) of that Act conducted for Securities), such fact;
(f) in cases where the Investment Corporation has the purpose of investing the assets mainly into real property and other assets (meaning real property, rights of lease of real property, superficies rights, Renewable Energy Power Generation Facilities or Right to Operate Public Facility, etc., or beneficial interests of trusts in which only these assets are entrusted), such fact;
(g) in cases of loaning incorporated assets, the purpose thereof as well as the scope;
(ii) the matters listed in Article 67, paragraph (1), item (viii) of the Act; the following according the category of assets listed in the following sub-items:
(a) Securities: a statement to the effect that the investment shall be made at the value calculated based on the publicized closing price, or the value calculated by a reasonable method as being equivalent thereto; and
(b) assets other than Securities: the fair and appropriate method for appraisal of assets for each type of the relevant assets;
(iii) the matters listed in Article 67, paragraph (1), item (ix) of the Act: the following:
(a) the method of calculation of the total amount of money to be distributed to Investors;
(b) in cases of distributing money in excess of Profits (meaning the Profits as prescribed in Article 136 of the Act), a statement to that effect and the method of calculating the money to be allocated for distribution; and
(c) other matters especially specified as the policy of distribution of money;
(iv) the matters listed in Article 67, paragraph (1), item (xii) of the Act: with regard to corporate officers, supervisory officer and accounting auditors, the concrete amount of remuneration, the method of calculation thereof, and the timing of payment provided respectively;
(v) the matters listed in Article 67, paragraph (1), item (xiii) of the Act: the concrete amount of asset investment fees to be paid to an Asset Management Company and the method of calculation and timing of payment thereof;
(vi) the matters listed in Article 67, paragraph (1), item (xiv) of the Act: the following listed respectively for all of the persons who are to become the Administrative Agent, Asset Management Company, and Asset Custody Company at the time of establishment of the Investment Corporation:
(a) the names and addresses (in cases where the relevant person who is to become the Asset Management Company is a Financial Services Provider registered under Article 29 of the Financial Instruments and Exchange Act for engaging in the Investment Management Business for Qualified Investors, including a statement to that effect);
(b) among the matters to be specified in the contract to be concluded with the above-mentioned persons, the contents of the business to be entrusted, contract period, matters concerning the cancellation of contract during said period, matters related to the changes to the contents of the contract, the amount of remuneration of fees to be paid to said persons (the concrete amount or the method of calculation thereof), the timing for the payment thereof, and any other important matters (in cases where provisions concerning the partial re-entrustment of the authority for assets investments are stipulated in the contract to be concluded with the person who is to become an Asset Custody Company at the time of establishment, including the details of said provisions (in cases where it is stipulated in said contract that the authority for asset investments is partially re-entrusted to a Financial Services Provider registered under Article 29 of the Financial Instruments and Exchange Act for engaging in the Investment Management Business for Qualified Investors, including a statement to that effect));
(vii) the matters listed in Article 67, paragraph (1), item (xv) of the Act: the following:
(a) the matters concerning the purpose, maximum amount, and use of the borrowing, and in cases where the lenders for the borrowing are limited to Qualified Institutional Investors, such fact; and
(b) the matters concerning the purpose of issuing Investment Corporation Bonds, the maximum amount for issuing Investment Corporation Bonds, the use of funds procured from the issuance of Investment Corporation Bonds.
(Method of Indicating the Matters Recorded in an Electromagnetic Record)
Article 106 The method specified by Cabinet Office Ordinance as referred to in the following provisions shall be the method of indicating the matters recorded in the Electromagnetic Record under the following provisions on paper or on a computer screen:
(i) Article 31, paragraph (2), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 67, paragraph (7) of the Act;
(ii) Article 74, paragraph (7), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act;
(iii) Article 76, paragraph (5) of the Companies Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act;
(iv) Article 81, paragraph (3), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act;
(v) Article 82, paragraph (3), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act;
(vi) Article 125, paragraph (2), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 77-3, paragraph (3) of the Act;
(vii) Article 92-2, paragraph (5) of the Act;
(viii) Article 310, paragraph (7), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 94, paragraph (1) of the Act;
(ix) Article 318, paragraph (4), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 94, paragraph (1) of the Act;
(x) Article 371, paragraph (2), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 115, paragraph (1) of the Act;
(xi) Article 396, paragraph (2), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 115-2, paragraph (4) of the Act;
(xii) Article 128-3, paragraph (1), item (ii) of the Act;
(xiii) Article 442, paragraph (3), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 132, paragraph (2) of the Act;
(xiv) Article 684, paragraph (2), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 139-7 of the Act;
(xv) Article 731, paragraph (3), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act;
(xvi) Article 149, paragraph (2), item (iii) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 149-6, paragraph (2), Article 149-10, paragraph (3), Article 149-11, paragraph (2), or Article 149-16, paragraph (3) of the Act); and
(xvii) Article 371, paragraph (2), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 154-3, paragraph (2) of the Act.
(Notification of Establishment of an Investment Corporation)
Article 107 When an organizer(s) intends to make the notification under Article 69, paragraph (1) of the Act, he/she shall submit an original copy and two duplicate copies of the notification of establishment of an Investment Corporation prepared using appended form No. 2 to the Director-General of a Local Finance Bureau who has jurisdiction over the location of the head office of the Investment Corporation intended to be established (in cases where the location is within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, the Director-General of the Fukuoka Local Finance Branch Bureau).
(Documents to be Attached to the Notification of Establishment of an Investment Corporation)
Article 108 (1) Three copies of the certificate of incorporation referred to in Article 69, paragraph (2) of the Act (in cases where the certificate of incorporation is prepared in the form of an Electromagnetic Record, one set of Electromagnetic Record prescribed in the following Article) shall be attached to the notification of establishment of an Investment Corporation under the preceding Article.
(2) The documents specified by Cabinet Office Ordinance as referred to in Article 69, paragraph (2) of the Act shall be the following documents (in cases of documents certified by public agencies, limited to those prepared within three months before the date of application):
(i) extracts of the residence certificates of the organizer(s) (in cases where the organizer is a juridical person, the officer of the juridical person as well as the employee who carries out the duties as an organizer; the same shall apply in item (iv)) and the candidate(s) for a Corporate Officer at Establishment (meaning the Corporate Officer at Establishment as prescribed in Article 69, paragraph (1) of the Act; the same shall apply hereinafter) (in cases where the relevant organizer(s) or candidate for the Corporate Officer at Establishment is a foreign person and has a residence in Japan, a copy of the Residence Card (meaning the Residence Card as prescribed in Article 19-3 of the Immigration Control and Refugee Recognition Act (Act No. 319 of 1951); the same shall apply in Article 215, item (iv)), a copy of the Special Permanent Resident Certificate (meaning the Special Permanent Resident Certificate as prescribed in Article 7, paragraph (1) of the Special Act on the Immigration Control of, Inter Alia, Those Who Have Lost Japanese Nationality Pursuant to the Treaty of Peace with Japan (Act No. 71 of 1991); the same shall apply in Article 215, item (iv)), or an extract of the residence certificate), or the certificate of registered matters thereof, or substitute documents therefor;
(ii) a certificate issued by a public agency providing to the effect that the organizer(s) (excluding cases where the organizer is a juridical person; the same shall apply in the following item and item (vi)) and candidate(s) for a Corporate Officer at Establishment does not fall under the category of persons listed in Article 98, items (ii) and (iii) of the Act (excluding cases where the relevant organizer(s) or candidate(s) for a Corporate Officer at Establishment is a foreign person);
(iii) a document pledging that the organizer(s) or candidate(s) for a Corporate Officer at Establishment does not fall under any of the category of persons listed in Article 98, items (iv) and (v) of the Act (in cases where the relevant organizer(s) or candidate(s) for a Corporate Officer at Establishment is a foreign person, items (ii) to (v) inclusive of that Article) which has been prepared using appended form No. 3;
(iv) a resume(s) or history of the organizer(s) and candidate(s) for a Corporate Officer at Establishment which has been prepared using appended form No. 4 or No. 5;
(v) in cases where the organizer is a juridical person, a document stating the names of the major shareholders or equity investors of the juridical person, the number of voting rights held thereby, and other matters which has been prepared using appended form No. 6, as well as the articles of incorporation and certificate of registered matters of the juridical person, or substitute documents therefor;
(vi) in cases where the organizer is a person listed in Article 66, paragraph (3), item (ii) of the Act (excluding those listed in Article 54, paragraph (2), item (i) of the Order), a document proving that the organizer is such person which has been prepared using appended form No. 7, and documents which form the basis therefor; and
(vii) in cases where there are two or more organizers, when a specific person among such organizers makes the notification for the establishment of an Investment Corporation, a document proving that said specific person has been granted by other organizers with the authority for any acts concerning the notification.
(Electromagnetic Record to be Attached to the Notification of Establishment of an Investment Corporation)
Article 108-2 (1) The Electromagnetic Record specified by Cabinet Office Ordinance as referred to in Article 69, paragraph (3) of the Act shall be a 90mm flexible magnetic disk cartridge in conformity with Japanese Industrial Standards (hereinafter referred to as "JIS") X6223 under the Industrial Standardization Act (Act No. 185 of 1949).
(2) Entry of information to the Electromagnetic Record under the preceding paragraph shall be completed in accordance with the following specification:
(i) with regard to the track format, the specification designated by JIS X6225; and
(ii) with regard to the volume and file configuration, the specification designated by JIS X0605.
(3) With regard to the Electromagnetic Record set forth in paragraph (1), a document containing the following matters shall be affixed to the label area specified by JIS X6223:
(i) the trade name of the applicant; and
(ii) the application filing date.
(Acceptance of Notification for Establishment of Investment Corporations)
Article 109 When a Director-General of the Local Finance Bureau or Director-General of the Fukuoka Local Finance Branch Bureau (hereinafter collectively referred to as the "Director-General of the Local Finance Bureau, etc.") accepts a notification of establishment of an Investment Corporation, he/she shall, after affixing the seal of acceptance on each one duplicate copy of the notification of establishment of an Investment Corporation and certificate of incorporation (in cases where the certificate of incorporation is prepared in the form of an Electromagnetic Record, one set of the documents stating the matters recorded in the Electromagnetic Record), and entering the acceptance number therein, return said duplicate copy and certificate of incorporation to the person who submitted the notification.
(Notification In Cases of Failure of Establishment of an Investment Corporation)
Article 110 (1) In cases where an Investment Corporation has failed to be established, an organizer(s) shall immediately submit a notification concerning the failure of establishment of an Investment Corporation which has been prepared using appended form No. 8 to the Director-General of the Local Finance Bureau, etc., who has accepted the notification of establishment of an Investment Corporation for the relevant Investment Corporation.
(2) When an organizer(s) intends to make the notification under the preceding paragraph, he/she shall attach a document clarifying the reasons for the failure of establishment of the Investment Corporation.
(Matters to be Notified to Persons Who Intend to File Applications)
Article 111 The matters specified by Cabinet Office Ordinance as referred to in Article 71, paragraph (1), item (x) of the Act shall be the following matters:
(i) the date(s) of birth and careers of the candidate(s) for a Corporate Officer at Establishment, and, in cases where such person has assumed the office of the Corporate Officer at Establishment of the relevant Investment Corporation and there are facts pertaining to such person which falls under a concurrent holding of important posts as provided in Article 74, item (vi) of the Ordinance on Accountings of Investment Corporations (Cabinet Office Ordinance No. 47 of 2006), such facts;
(ii) a statement as to whether the candidate for a Corporate Officer at Establishment has any special interest with the person with whom an entrustment contract referred to in Article 188, paragraph (1), item (iv) of the Act (hereinafter referred to as the "Entrustment Contract for Assets Investment") is to be concluded at the time of establishment, and the details thereof, if any;
(iii) the dates of birth and careers of the candidates for Supervisory Officers at Establishment (meaning the Supervisory Officers at Establishment as prescribed in Article 71, paragraph (1), item (vi) of the Act; the same shall apply hereinafter), and in cases where there are facts pertaining to such candidates which fall under a concurrent holding of important posts as provided in Article 74, item (v) of the Ordinance on Accountings of Investment Corporations, such facts;
(iv) with regard to candidates for Accounting Auditor(s) at Establishment (meaning the Accounting Auditor(s) at Establishment as prescribed in Article 71, paragraph (1), item (vi) of the Act; the same shall apply hereinafter), in cases where such candidate is a certified public accountant, the date of birth and career thereof, as well as the location of the office to which said candidate belongs, and in cases where such candidate is an auditing firm, the location of the principal office and the history thereof;
(v) information on as to whether there are any fees to be paid by the person who filed an application for subscription of Investment Equity Solicited at Establishment (meaning the Investment Equity Solicited at Establishment as prescribed in Article 70-2, paragraph (1) of the Act; the same shall apply hereinafter), and the details thereof, if any;
(vi) in cases where the Public Offering of Investment Securities related to the relevant Investment Equity Solicited at Establishment falls under the case set forth in Article 2, paragraph (3), item (i) of the Financial Instruments and Exchange Act, such fact; and
(vii) the matters specified in the certificate of incorporation (excluding the matters set forth in Article 71, paragraph (1), items (i) to (ix) inclusive of the Act and the preceding items), which are those for which the person who intends to file an application to subscribe the Investment Equity Solicited at Establishment request the organizer to notify said person.
(Institution for Payments)
Article 112 The institutions specified by Cabinet Office Ordinance as referred to in Article 71, paragraph (2) of the Act shall be as follows:
(i) the agricultural cooperatives or federations of agricultural cooperatives engaged in the business under Article 10, paragraph (1), item (iii) of the Agricultural Cooperatives Act (Act No. 132 of 1947);
(ii) the fisheries cooperatives, federations of fisheries cooperatives, fishery processing cooperatives, or federations of fishery processing cooperatives engaged in the business under Article 11, paragraph (1), item (iv), Article 87, paragraph (1), item (iv), Article 93, paragraph (1), item (ii) or Article 97, paragraph (1), item (ii) of the Fisheries Cooperatives Act (Act No. 242 of 1948);
(iii) the credit cooperatives, or the federation of cooperatives engaged in the business set forth in Article 9-9, paragraph (1), item (i) of the Small and Medium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949);
(iv) Shinkin Banks or federation of Shinkin Banks;
(v) labor banks or federation of labor banks;
(vi) Norin Chukin Bank;
(vii) a Financial Services Provider (meaning the Financial Services Provider as defined in Article 2, paragraph (9) of the Financial Instruments and Exchange Act, and limited to those engaged in the Securities, etc. Management Business defined in Article 28, paragraph (5) of that Act); and
(viii) Shoko Chukin Bank Limited.
(Details of the Matters to be Notified to Persons Who Intend to File Applications)
Article 113 The details specified by Cabinet Office Ordinance as referred to in Article 71, paragraph (3) of the Act shall be those specified in the following items according to the category of persons listed in the respective items:
(i) a candidate for a Corporate Officer at Establishment: the name, and in cases where the relevant candidate falls under the category of persons listed in the following sub-items, the matters according to the category listed in the respective sub-items:
(a) a relative(s) of the organizer (limited to the spouse thereof and the relatives by blood or affinity within the second degree of kinship; the same shall apply hereinafter): the name of the organizer as well as the details of the family relationship;
(b) in cases where the organizer is a juridical person, the officer or employee thereof (hereinafter collectively referred to as the "Officer, etc." in this Article): the name of the relevant organizer as well as the final title and the period of assuming the office at the juridical person which is the organizer;
(c) in cases where the organizer is a juridical person, the Major Shareholder (meaning shareholders or equity investors who hold shares or equity pertaining to voting rights of 10 percent or more of the Voting Rights Held by All the Shareholders, etc. in their own name or another person's name (including a fictitious name)) thereof: the name of the relevant organizer as well as the number of voting rights held thereby;
(d) the Officers, etc. of the Parent Company (meaning a stock company which holds a majority of Voting Rights Held by All the Shareholders, etc. of the juridical person; hereinafter the same shall apply in sub-item (d)) of the organizer: the name of the relevant organizer and the Parent Company thereof as well as the final title and period of assuming office at said Parent Company;
(e) the Officers, etc. of a Subsidiary Company (meaning a stock company whose majority of Voting Rights (meaning the voting rights referred to in Article 100, item (iii) of the Act) of all shareholders are held by a juridical person; the same shall apply hereinafter): the name of the relevant organizer and the Subsidiary Company thereof as well as the final title and period of assuming office at said Subsidiary Company; and
(ii) candidates for Supervisory Officers at Establishment or Accounting Auditor(s) at Establishments: the names and addresses.
(Electromagnetic Means)
Article 114 (1) The method using electronic data processing system and other information and communications technology as specified by Cabinet Office Ordinance as referred to in Article 71, paragraph (5) of the Act shall be the following means:
(i) the method using an Electronic Data Processing System that are listed in sub-item (a) or sub-item (d) inclusive
(a) the method of transmitting information via a telecommunications line that links the computer used by the sender and the computer used by the recipient and recording such information in the file stored on the computer used by the recipient; or
(b) the method of offering the details of the information which are recorded in a file stored on the computer used by the sender to the person who receives the provision of the information for inspection via a telecommunications line and recording said information in the file stored on the computer used by said person who receives the provision of the information;
(ii) the method of delivering a file containing the information that has been prepared using media which can securely record certain information by magnetic disks, or any other means equivalent thereto.
(2) The methods listed in the items of the preceding paragraph shall be one that enables the recipient to prepare documents by outputting the records in the file.
(Electromagnetic Means Concerning the Order for Enforcement of the Act on Investment Trusts and Investment Corporations)
Article 115 The types and details of the Electromagnetic Means to be indicated pursuant to the provisions of Article 59, paragraph (1) or Article 79, paragraph (1) of the Order shall be as follows:
(i) among the following methods, those used by the sender:
(a) the methods using an electronic data processing system which are as follows:
1. the method of transmitting information via a telecommunications line that links the computer used by the sender and the computer used by the recipient and recording such information in the file stored on the computers used by the recipient;
2. the method of offering the details of the information which are recorded in a file stored on the computer used by the sender to the person who receives the provision of the information for inspection via a telecommunications line and recording said information in the files stored on the computer used by said person who receives the provision of the information;
(b) the method of delivering a file containing the information that has been prepared using media which can securely record certain information by magnetic disks, or any other means equivalent thereto; and
(ii) the method of recording the information in the file
(Subject Matters of the Investigation by Corporate Officer(s) at Establishment, etc.)
Article 116 The matters specified by Cabinet Office Ordinance as referred to in Article 73, paragraph (1), item (iii) of the Act shall be the following matters:
(i) matters in which the amount or criteria listed in Article 67, paragraph (1), items (xii), (xiii), (xvii) and (xviii) of the Act is extremely unreasonable in light of the status of property of the Investment Corporation;
(ii) matters which are likely to cause a person who is inappropriate for an Administrative Agent of an Investment Corporation to become an Administrative Agent at the establishment thereof, and which are likely to result in inappropriate operation of said Investment Corporation and insufficient protection of Investors; and
(iii) the matters falling under Article 190, paragraph (1), item (i) of the Act.
(Matters Decided for a Calling)
Article 117 The matters specified by Cabinet Office Ordinance as referred to in Article 90-2, paragraph (1), item (iv) of the Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act shall be the following matters:
(i) the matters to be stated in the Reference Documents for an Organizational Meeting (meaning the Reference Documents for an Organizational Meeting defined in Article 91, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act; the same shall apply hereinafter) pursuant to the provisions of paragraph (1) of the following Article;
(ii) the time limit for exercising voting rights in writing (limited to the time which is before the date of the Organizational Meeting (meaning the Organizational Meeting defined in Article 73, paragraph (3) of the Act; the same shall apply hereinafter) but on or after the day on which two weeks have passed from the day when the notice under Article 91, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act has been sent);
(iii) when the handling provided in Article 119, paragraph (1), item (ii) is to be specified, the details of the handling;
(iv) in cases where a single Investor at Establishment (meaning the Investor at Establishment as prescribed in Article 73, paragraph (3) of the Act; the same shall apply hereinafter) has redundantly exercised his/her voting right for a single proposal pursuant to the provisions of Article 75, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act (in cases where the matters listed in Article 90-2, paragraph (1), item (iii) of the Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act are provided for, the provisions of Article 75, paragraph (1) or Article 76, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act) and the facts of the exercise of voting right for said single proposal differ, if matters concerning the handling of such exercise of voting right by said Investor at Establishment are provided, such matters;
(v) when the matters listed in Article 90-2, paragraph (1), item (iii) of the Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act are specified, the following matters:
(a) the time limit for exercising voting rights by Electromagnetic Means (meaning the Electromagnetic Means as prescribed in Article 71, paragraph (5) of the Act; the same shall apply hereinafter) (limited to the time which is before the date of the Organizational Meeting but on or after the day on which two weeks have passed from the day when the notice under Article 91, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act has been sent);
(b) when Voting Forms (meaning the Voting Forms as prescribed in Article 91, paragraph (4) of the Act; the same shall apply in Article 119) are to be delivered under that paragraph (including the provision of Voting Forms by Electromagnetic Means under Article 91, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act made in lieu of the delivery thereof) to the Investors at Establishment who have given the consent under Article 91, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act, when requested by such Investors at Establishment, such fact.
(Reference Documents for an Organizational Meeting)
Article 118 (1) The matters to be stated in the Reference Documents for an Organizational Meeting which are to be delivered pursuant to the provisions of Article 91, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act shall be the following matters:
(i) the proposal and reasons for submitting the proposal;
(ii) when the relevant proposal is a proposal for the appointment of a Corporate Officer at Establishment, matters specified in Article 143 for Corporate Officers at Establishment;
(iii) when the relevant proposal is a proposal for the appointment of a Supervisory Officer at Establishment, matters specified in Article 144 for Supervisory Officers at Establishment;
(iv) when the relevant proposal is a proposal for the appointment of an Accounting Auditor at Establishment, matters specified in Article 145 for Accounting Auditors at Establishment;
(v) when the relevant proposal is a proposal for the dismissal of an Officer, etc. at Establishment (meaning Corporate Officers at Establishment, Supervisory Officers at Establishment and Accounting Auditors at Establishment; the same shall apply in paragraph (1), item (i) of the following Article), reasons for dismissal;
(vi) in addition to what is listed in the preceding items, matters found to serve as a reference with regard to the exercise of voting rights by Investors at Establishment.
(2) The delivery of Reference Documents for an Organizational Meeting made by an organizer who provided the matters listed in Article 90-2, paragraph (1), item (iii) of the Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act (including the provision of Reference Documents for an Organizational Meeting by Electromagnetic Means made in lieu of the delivery thereof) shall be the delivery of Reference Documents for an Organizational Meeting under Article 91, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act.
(Voting Forms)
Article 119 (1) The matters to be stated in Voting Forms which are to be delivered pursuant to the provisions of Article 91, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act and the matters to be stated in Voting Forms which are to be provided by Electromagnetic Means pursuant to the provisions of Article 91, paragraph (6) or (7) of the Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act shall be the following matters:
(i) a column in which the agreement or dissent (in cases of providing a column for absentation, including absentation) for each proposal is to be stated (in the cases set forth in the following sub-items (a) and (b), those specified in the respective sub-item);
(a) in cases of a proposal for the appointment of two or more Officers, etc. at Establishment: the appointment of each candidate;
(b) in cases of a proposal for the dismissal of two or more Officers, etc. at Establishment: the dismissal of each Officer, etc. at Establishment;
(ii) in cases where the matters listed in Article 117, item (iii) are specified, when a Voting Form lacking an entry in the column under the preceding item has been submitted to an organizer, the details of the handling of such Voting Form as to whether it is an indication of manifestation of agreement, dissent, or abstention, for each proposal;
(iii) in cases where the matters listed in Article 117, item (iv) of the Act are specified, such matters;
(iv) the time limit for exercising the voting rights;
(v) the names of the Investors at Establishment who are to exercise voting rights as well as the number of exercisable voting rights (in the cases set forth in the following sub-items (a) and (b), including the matters specified in the respective sub-item);
(a) cases where the number of voting rights exercisable by the relevant Investor at Establishment differs for each proposal: the number of voting rights for each proposal;
(b) cases where voting rights may not be exercised for some of the proposals: proposals in which voting rights may be exercised or those in which may not.
(2) In cases where the matters listed in Article 117, item (v), sub-item (b) are provided for, an organizer shall, when requested by the Investors at Establishment who has given the consent under Article 91, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act, deliver Voting Forms under Article 91, paragraph (4) of the Act (including the provision of Voting Forms by Electromagnetic Means under Article 91, paragraph (5) of the Act made in lieu of the delivery thereof) to such Investors at Establishment.
(Relationship that Enables a Substantial Control)
Article 120 The Investors at Establishment specified by Cabinet Office Ordinance as referred to in the main clause of Article 72, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act shall be, in cases where the Investment Corporation after establishment (including the Subsidiary Corporation of the relevant Investment Corporation (meaning the Subsidiary Corporation as prescribed in Article 77-2, paragraph (1) of the Act; the same shall apply hereinafter)) comes to hold one quarter or more of the total number of voting rights (including voting rights which are not allowed to be exercised pursuant to the provisions of Article 308, paragraph (1) of the Companies Act or any other equivalent laws and regulations (including laws and regulations of a foreign state) which are other than that Act, and excluding voting rights pertaining to shares (including those equivalent thereto) for which the voting rights may not be exercised for all the proposals for the appointment of the officers, etc. (excluding accounting auditors) prescribed in Article 423, paragraph (1) of that Act and the changes to the articles of incorporation (including those equivalent to these proposals) at a shareholders meeting (including those equivalent thereto)) of the Company, etc. (meaning the company (including a foreign company), partnership (including those equivalent to partnerships in a foreign state), or any other business entity; hereinafter the same shall apply in this Article and Article 160, paragraph (1)) which is an Investor at Establishment and becomes an Investor of the Investment Corporation after establishment, said Company, etc. which is an Investor at Establishment and becomes an Investor of the Investment Corporation after establishment (in cases where persons other than the relevant Investors at Establishment may not exercise voting rights for the proposals for the Organizational Meeting (limited to cases where such proposals are to be resolved), such Investors at Establishment shall be excluded).
(Time Limit for Exercising Voting Rights in Writing)
Article 121 The time specified by Cabinet Office Ordinance as referred to in Article 75, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act shall be the time limit for exercising voting rights provided in Article 117, item (ii).
(Time Limit for Exercising Voting Rights by Electromagnetic Means)
Article 122 The time specified by Cabinet Office Ordinance as referred to in Article 76, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act shall be the time limit for exercising voting rights provided in Article 117, item (v), sub-item (a).
(Accountability of Organizers)
Article 123 The cases specified by Cabinet Office Ordinance as referred to in Article 78 of the Companies Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act shall be the following cases:
(i) cases where it is necessary to carry out an investigation to explain the matters for which the Investors at Establishment required an explanation (excluding the following cases):
(a) cases where the relevant Investor at Establishment has notified the organizer of the relevant matters at a reasonable period prior to the day of an organizational meeting;
(b) cases where the investigation necessary for explaining the relevant matters is extremely easy;
(ii) cases where explaining the matters for which the Investor at Establishment has required an explanation results in infringement of rights of the Investment Corporation after establishment or any other person (excluding said Investor at Establishment);
(iii) cases where an Investor at Establishment requires an explanation for matters substantially same as the relevant matters at the relevant organizational meeting, in a repetitive manner; and
(iv) in addition to what is listed in the preceding three items, cases where there are justifiable grounds for not explaining the matters for which an Investor at Establishment has required an explanation.
(Minutes of an Organizational Meeting)
Article 124 (1) The preparation of minutes of an organizational meeting under Article 81, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act shall be as provided in this Article.
(2) The minutes of an organizational meeting shall be prepared in writing or in the form of an Electromagnetic Record.
(3) The minutes of an organizational meeting shall include the following matters:
(i) the date and time on which and the place where the organizational meeting was held;
(ii) the outline and results of the proceedings at the organizational meeting;
(iii) the names of the organizer(s), Corporate Officer(s) at Establishment, Supervisory Officers at Establishment, or Accounting Auditor(s) at Establishment that attended the organizational meeting;
(iv) when a chairperson of the organizational meeting is in place, the name of said chairperson; and
(v) the name(s) of the organizer(s) who performed the duties concerning the preparation of minutes.
(4) In the following cases, the minutes of an organizational meeting shall provide the matters specified in the respective items:
(i) cases where a resolution of an organizational meeting is deemed to have been adopted pursuant to the provisions of Article 82, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act: the following matters:
(a) the details of the matters for which a resolution of an organizational meeting is deemed to have been adopted;
(b) the name of the person who submitted the proposal of the matters prescribed in sub-item (a);
(c) the day on which a resolution of an organizational meeting is deemed to have been adopted; and
(d) the names of the organizers who performed the duties concerning the preparation of minutes;
(ii) cases where a report to an organizational meeting is deemed to have been made pursuant to the provisions of Article 83 of the Companies Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Act: the following matters:
(a) the details of the matters for which a report to the organizational meeting is deemed to have been made;
(b) the day on which the report to an organizational meeting was deemed to have been made; and
(c) the name(s) of the organizer(s) who performed the duties concerning the preparation of minutes.
(Method to Claim for Filing an Action Pursuing the Liability, etc.)
Article 125 The methods specified by Cabinet Office Ordinance as referred to in Article 847, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 75, paragraph (7), Article 77-2, paragraph (6), Article 84, paragraph (4), Article 116, Article 119, paragraph (3), Article 127, paragraph (2), and Article 154-7 of the Act shall be the submission of documents containing the following matters, or the provision of said matters by Electromagnetic Means:
(i) a person who is to become a defendant; and
(ii) the object of the claim and facts necessary to identify the claim.
(Method of Notifying the Reasons for Not Filing an Action)
Article 126 The methods specified by Cabinet Office Ordinance as referred to in Article 847, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 75, paragraph (7), Article 77-2, paragraph (6), Article 84, paragraph (4), Article 116, Article 119, paragraph (3), Article 127, paragraph (2), and Article 154-7 of the Act shall be the submission of the documents containing the following matters or the provision of said matters by Electromagnetic Means:
(i) the contents of the investigation conducted by an Investment Corporation (including materials on which the judgment set forth in the following item was based);
(ii) judgment with regard to any liability or obligation of a Person Subject to Claim (among the following persons, meaning the persons set forth in item (i) of the preceding Article related to the claim under Article 847, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 75, paragraph (7), Article 77-2, paragraph (6), Article 84, paragraph (4), Article 116, Article 119, paragraph (3), Article 127, paragraph (2), and Article 154-7 of the Act; the same shall apply in the following item), and the reasons therefor:
(a) organizers;
(b) Corporate Officers at Establishment and Supervisory Officers at Establishment;
(c) Officers, etc. (meaning the Officers, etc. as prescribed in Article 115-6, paragraph (1) of the Act; except in Article 160, paragraph (1), the same shall apply hereinafter);
(d) Administrative Agents;
(e) operating liquidators and liquidation supervisors;
(f) the recipient of benefits as referred to in Article 77-2, paragraph (3) of the Act;
(g) subscriber of the Investment Equity for Subscription (meaning the Investment Equity for Subscription as prescribed in Article 82, paragraph (1) of the Act; the same shall apply hereinafter) who has an obligation under Article 212, paragraph (1) (excluding item (ii)) of the Companies Act as applied mutatis mutandis pursuant to Article 84, paragraph (1) of the Act;
(h) a person who has an obligation under Article 127, paragraph (1) of the Act, and who has received a refund of the Investment Equity;
(iii) in cases where the Person Subject to Claim has been judged to have liability or obligation, when an action pursuing the liability of the person set forth in sub-items (a) to (e) inclusive of the preceding item, an action seeking the return of benefits under Article 77-2, paragraph (3) of the Act, or an action seeking the payment under Article 127, paragraph (1) of the Act, or Article 212, paragraph (1) (excluding item (ii)) of the Companies Act as applied mutatis mutandis pursuant to Article 84, paragraph (1) of the Act is not filed, the reasons therefor.
(Corporate Officers, etc. to Be Held Liable With Regard to Giving of Benefits)
Article 127 The persons specified by Cabinet Office Ordinance as referred to in Article 77-2, paragraph (4) of the Act shall be the following persons:
(i) the corporate officers who performed the duties concerning the Giving of Benefits (meaning giving of benefits as referred to in Article 77-2, paragraph (1) of the Act; hereinafter the same shall apply in this Article);
(ii) in cases where the Giving of Benefits has been made based on a resolution of a board of officers meeting, the following persons:
(a) the corporate officers and supervisory officers who agreed to the relevant resolution of the board of officers meeting; or
(b) the corporate officers who submitted proposals concerning the Giving of Benefits, to the board of officers meeting; and
(iii) in cases where the Giving of Benefits has been made based on a resolution of an Investors' meeting, the following persons:
(a) the corporate officers who submitted the proposal concerning the Giving of Benefits, to the Investors' meeting;
(b) in cases where the submission of the proposal prescribed in sub-item (a) had been made based on the resolution of a board of officers meeting, the corporate officers of supervisory officers who agreed to said resolution of the board of officers meeting; or
(c) the corporate officers or supervisory officers who explained the matters related to the Giving of Benefits at the relevant Investors' meeting.
(Request of Statement, etc. of the Matters to be Stated in Investors' Registry)
Article 128 The cases specified by Cabinet Office Ordinance as referred to in Article 133, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 79, paragraph (3) of the Act shall be the following cases:
(i) when the Acquirer of Investment Equity (meaning the Acquirer of Investment Equity as prescribed in Article 133, paragraph (1) of the Companies Act as applied mutatis mutandis by replacing certain terms pursuant to Article 79, paragraph (3) of the Act; the same shall apply in the following item) has made the demand by presenting the Investment Securities; and
(ii) in cases where the Acquirer of Investment Equity is a person who has acquired the Investment Equity subject to sales under the provisions of Article 88, paragraph (1) or Article 149-17, paragraph (1) of the Act, when said Acquirer of Investment Equity has made the demand by providing the documents certifying that he/she has paid the whole purchase money for said sales or any other materials.
(Cases where Investment Corporations May Acquire Its Own Investment Equity)
Article 129 The cases specified by Cabinet Office Ordinance as referred to in Article 80, paragraph (1), item (iii) of the Act shall be the following cases:
(i) cases where the relevant Investment Corporation acquires its own Investment Equity without consideration;
(ii) cases where the relevant Investment Corporation receives the delivery of its own Investment Equity as a result of the distribution of dividend of surplus or distribution of residual assets (including acts equivalent thereto) made by another Juridical Person, etc. with regard to its shares (including equity and anything equivalent thereto; the same shall apply in the following item) held by said Investment Corporation;
(iii) cases where the relevant Investment Corporation receives the delivery of its own Investment Equity in exchange of the shares of another Juridical Person, etc. held by said Investment corporation upon the following acts conducted by said other Juridical Person, etc. with regard to its shares:
(a) changes of organization;
(b) merger; or
(c) share exchange (including acts equivalent to share exchange based on laws and regulations (including laws and regulations of a foreign state) other than the Companies Act);
(iv) cases where it is necessary and indispensable for the relevant Investment Corporation to acquire its own Investment Equity to achieve the purpose in exercising its rights (excluding the cases set forth in Article 80, paragraph (1), items (i) and (ii) of the Act and the preceding three items).
(Method for Disposal of Own Investment Equity)
Article 130 The method for disposal specified by Cabinet Office Ordinance as referred to in Article 80, paragraph (3) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 81, paragraph (5) of the Act) shall be the methods specified in the following items according to the category of Investment Equity listed in the respective items:
(i) Investment Equity of which the Investment Securities are Securities listed on a Financial Instruments Exchange: sales in the transactions conducted on a Financial Instruments Exchange Market;
(ii) Investment Equity of which the Investment Securities are Over-the-Counter Traded Securities: sales in the transaction conducted on an Over-the-Counter Securities Market; and
(iii) Investment Equity other than those listed in the preceding two items: sales at a fair and reasonable price in light of the amount of net assets of the Investment Corporation which issues the relevant Investment Equity.
(Acquisition of Investment Equity of a Parent Corporation by a Subsidiary Corporation)
Article 131 The cases specified by Cabinet Office Ordinance as referred to in Article 81, paragraph (2), item (ii) of the Act shall be the following cases:
(i) cases where the relevant Subsidiary Corporation acquires the Investment Equity of a Parent Corporation (meaning the Investment Equity of a Parent Corporation defined in Article 81, paragraph (1) of the Act; hereinafter the same shall apply in this Article) without consideration;
(ii) cases where the relevant Subsidiary Corporation receives the delivery of the Investment Equity of the Parent Corporation as a result of the distribution of dividend of surplus or distribution of residual assets (including acts equivalent thereto) made by another Juridical Person, etc. of which the shares (including equity and anything equivalent thereto; the same shall apply in the following item) are held by said Subsidiary Corporation with regard to said shares;
(iii) cases where the relevant Subsidiary Corporation receives the delivery of the Investment Equity of the Parent Corporation in exchange of the shares of another Juridical Person, etc. held by said Subsidiary Corporation upon the following acts conducted by said other Juridical Person, etc. with regard to its shares:
(a) changes of organization;
(b) merger;
(c) share exchange (including acts equivalent to share exchange based on laws and regulations (including laws and regulations of a foreign state) other than the Companies Act);
(d) share transfer (including acts equivalent to shares transfer based on laws and regulations (including laws and regulations of a foreign state) other than the Companies Act);
(iv) cases where it is necessary and indispensable for the relevant Subsidiary Corporation to acquire the Investment Equity of the Parent Corporation to achieve the purpose in exercising its rights (excluding the cases set forth in Article 81, paragraph (2), items (i) of the Act and the preceding three items).
(Matters to be Stated in the Certificate of Incorporation In Relation to Split of Investment Equity)
Article 132 The matters specified by Cabinet Office Ordinance as referred to in Article 81-4, paragraph (2), item (iv) of the Act shall be the following matters:
(i) in cases where a fraction less than one unit of Investment Equity is produced in the number of units of Investment Equity as a result of split of Investment Equity, the matters concerning the method of processing such fraction;
(ii) the matters concerning the handling of money to be delivered to the Investors referred to in Article 81-4, paragraph (2), item (iii) of the Act through the processing under the preceding item;
(iii) when having the Investors under the preceding item acquire Investment Equity to be newly issued by appropriating the money under that item for the payment of money to be made in exchange of said Investment Equity to be newly issued, a statement to that effect and matters concerning the issuance of such Investment Equity;
(iv) other matters concerning the split of Investment Equity under the provisions of Article 81-4, paragraph (1) of the Act.
(Notice of Split of Investment Equity)
Article 133 (1) The period specified by Cabinet Office Ordinance as referred to in Article 81-4, paragraph (3) of the Act shall be the Business Period (meaning the Business Period as prescribed in Article 129, paragraph (2) of the Act; the same shall apply hereinafter) of the relevant Investment Corporation, and for Investment Corporations whose Business Period is six months or more, six months.
(2) The matters specified by Cabinet Office Ordinance as referred to in Article 81-4, paragraph (3) of the Act shall be the following matters:
(i) the amount of money to be delivered to the Investors referred to in Article 81-4, paragraph (2), item (iii) of the Act as those equivalent to the fraction of less than one unit of the Investment Equity produced as a result of split of Investment Equity which had been effected during the period under the preceding paragraph;
(ii) with regard to Investment Corporations that have provided the matters listed in item (iii) of the preceding Article in its certificate of incorporation, the total number of units of Investment Equity acquired by the Investors under the preceding item during the period under the preceding paragraph as well as the day of issuance of and Amount to be Paid In (meaning the Amount to be Paid In as prescribed in Article 82, paragraph (1), item (ii) of the Act; the same shall apply in the following Article) for said Investment Equity; and
(iii) the total number of units of Investment Equity held by the Investors under item (i) as of the last day of the period prescribed in the preceding paragraph.
(Method of Public Notice of the Amount to be Paid In)
Article 134 (1) The public notice of the Amount to be Paid In under the provisions of Article 82, paragraph (4) of the Act shall be made by any of the following methods by the day immediately preceding the due date for the payment of money to be made in exchange for the Investment Equity for Subscription to which said Amount to be Paid In shall be applied:
(i) publication in a daily newspaper that collectively report matters of current affairs in Japan; or
(ii) posting the Amount to be Paid In at the business offices of all the Administrative Agents that are in charge of the affairs related to the solicitation of persons to subscribe for the Investment Equity for Subscription.
(2) The public notice of the Amount to be Paid In under the preceding paragraph shall be given by clearly indicating the due date for the payment of money to be made in exchange for the Investment Equity to which the relevant Amount to be Paid In shall be applied.
(Matters to be Notified to Persons Who Intend to File Applications)
Article 135 The matters specified by Cabinet Office Ordinance as referred to in Article 83, paragraph (1), item (vii) of the Act shall be the following matters:
(i) the matters specified in the certificate of incorporation (excluding those listed in Article 83, paragraph (1), items (i) to (vi) inclusive of the Act) which are those for which the person who intends to apply for the subscription of Investment Equity for Subscription has requested the relevant Investment Corporation to notify said person:
(ii) the following matters concerning the real property belonging to the assets of an Investment Corporation (hereinafter referred to as the "Real Property for Investment" in this item):
(a) with regard to the Real Property for Investment classified by area, by use, and by for lease or non-lease, the name, location, use, area, structure, whether it is held with ownership or other rights, and the Price (meaning the price as appraised by the appraisal method or standard specified in the certificate of incorporation, or appraised and estimated value, posted price, road ratings, published selling price, or other price deemed to be fair in accordance thereto; hereinafter the same shall apply in this item), for each property;
(b) the appraisal method of the Price as well as the name of the appraiser;
(c) details of the collateral;
(d) Status of the Real Property (meaning the structure and current status of the real property, and other matters that have a material influence on the Price of the Real Property for Investment; the same shall apply in sub-item (e));
(e) a summary of the investigation on the status of the real property made by a third party (if such investigation has not been made, such fact) as well as the name of the investigator;
(f) the Investment Ratio (meaning the ratio of the Price of the relevant property to the total of the Prices of all of the property) of each property;
(g) in cases where there is a counterparty with whom a lease contract for the relevant Real Property for Investment has been concluded (such counterparty shall hereinafter be referred to as the "Tenant" in this sub-item (g)), the following matters (for those which cannot be stated due to unavoidable circumstances, such fact):
1. the total number of Tenants, total lease revenue, total leased area, and total leasable area, as well as Occupancy Rates on a fixed day over the most recent five years;
2. in cases where there is a Major Property (meaning buildings and facilities pertaining to one piece of land which are found to be used collectively and for which the total lease revenue consists of 10 percent or more of all the lease revenues of all Real Property for Investment), the total number of Tenants, total lease revenue, total leased area, total leasable area, and Occupancy Rates on a fixed day over the most recent five years of each Major Property; and
3. in cases where there are Major Tenants (meaning Tenants for which the leased area is 10 percent or more of the whole leased area of all of the Real Property for Investment), the name and type of business of the Tenant, annual lease, leased area, expiration date of the contract, method for renewing the contract, security deposit, and any other matters to be noted with regard to the lease contract therefor.
(iii) the following matters concerning a Renewable Energy Power Generation Facility which belongs to the assets of the Investment Corporation (hereinafter referred to as the "Renewable Energy Power Generation Facilities for Investment" in this item):
(a) with regard to the Renewable Energy Power Generation Facilities for Investment classified by the Classification, etc. of Facilities, by area, and by for lease or non-lease: the name, location and structure of each Renewable Energy Power Generation Facilities, whether it is held with ownership or other rights, and its Price (meaning the price as appraised by the appraisal method or standard specified in the certificate of incorporation, or any other price deemed to be fair in accordance thereto; hereinafter the same shall apply in sub-items (b) and (g), and the following item, sub-items (a) and (b));
(b) the appraisal method of the Price as well as the name of the appraiser;
(c) the details of the collateral;
(d) Status of the Renewable Energy Power Generation Facilities (meaning the matters specified according to the cases set forth below; the same shall apply in sub-item (e)):
1. in cases where the Renewable Energy Power Generation Facilities falls under the category of Certified Power Generation Facility: the details of the Specified Contract (meaning the name of the Specified Supplier, the name of the Electricity Utilities which has concluded the Specified Contract with said Specified Supplier, the Procurement Price, the Procurement Period, and other important matters concerning said Specified Contract), the structure and current status of the Renewable Energy Power Generation Facilities, and other matters that have a material influence on the Price of the Renewable Energy Power Generation Facilities for Investment; and
2. in cases other than those set forth in 1.: the details of the Power Purchase Contract regarding the Renewable Energy Power Generation Facilities (meaning the name of the Supplier, the name of the Electricity Utilities which has concluded the Power Purchase Contract with said Supplier, the price of Electricity from Renewable Energy Sources per kilowatt to be supplied under said Power Purchase Contract, the contract period, and other important matters concerning said Power Purchase Contract), the structure and current status of the Renewable Energy Power Generation Facilities, and other matters that have a material influence on the Price of the Renewable Energy Power Generation Facilities for Investment;
(e) a summary of the results of the investigation on the status of the Renewable Energy Power Generation Facilities made by a third party (if such investigation has not been made, such fact), as well as the name of the investigator;
(f) the matters Concerning the Specified Supplier and the Supplier;
(g) the Investment Ratio of each Renewable Energy Power Generation Facilities (meaning the ratio of the Price of the relevant Renewable Energy Power Generation Facilities to the total of the Prices of all Renewable Energy Power Generation Facilities); and
(h) in cases where there is a counterparty with whom a lease contract for the Renewable Energy Power Generation Facilities for Investment has been concluded, the annual lease, expiration date of the contract, method for renewing the contract, security deposit, and any other matters to be noted with regard to the lease contract;
(iv) the following matters concerning a Right to Operate Public Facility, etc. which belongs to the assets of the Investment Corporation (hereinafter referred to as the "Right to Operate Public Facility, etc. for Investment" in this item):
(a) with regard to the Public Facility, etc. covered by the Right to Operate Public Facility, etc. for Investment, classified by type of Public Facility, etc. and by area: the name, location, and details of the Operation, etc. the name of the Administrator, etc. of Public Facility, etc. of each Public Facility, etc., as well as the duration and Price of the Right to Operate Public Facility, etc. for Investment;
(b) the appraisal method of the Price as well as the name of the appraiser;
(c) the details of the collateral;
(d) Status of the Right to Operate Public Facility, etc. (meaning the details of the entrustment contract for the Operation, etc. of the Public Facility, etc., annual revenue from the facility business, current status of the Public Facility, etc., and other matters that have a material influence on the Price of the Right to Operate Public Facility, etc. for Investment; the same shall apply in sub-item (e));
(e) a summary of the results of the investigation on the Status of the Right to Operate Public Facility, etc. made by a third party (if such investigation has not been made, such fact), as well as the name of the investigator; and
(f) the Matters Concerning the Counterparty to the entrustment contract for the Operation, etc. of the Public Facility, etc.
(Contents to be Stated as an Outline of an Entrustment Contract for Assets Investment)
Article 136 The details specified by Cabinet Office Ordinance as referred to in Article 83, paragraph (2) of the Act shall be as follows with regard to all Asset Management Companies:
(i) the name and address (in cases where the relevant Asset Management Company is a Financial Services Provider registered under Article 29 of the Financial Instruments and Exchange Act for engaging in the Investment Management Business for Qualified Investors, including a statement to that effect); and
(ii) among the matters specified in the contracts concluded with the Asset Management Companies, matters concerning the contents of the business to be entrusted, contract period, and cancellation of the contract during said period, matters related to the changes to the contract, the amount of remuneration or fees to be paid to such Asset Management Companies (the concrete amount or the method of calculation thereof), the timing for the payment thereof, and any other important matters (in cases where stipulating provisions concerning the partial re-entrustment of the authority for assets investments in the contract to be concluded with such Asset Management Companies, including the details of said provisions (in cases where it is stipulated in said contract that the authority for asset investments is partially re-entrusted to a Financial Services Provider registered under Article 29 of the Financial Instruments and Exchange Act for engaging in the Investment Management Business for Qualified Investors, including a statement to that effect)).
(Cases Where Notice to Persons Who Intend to File Applications is Not Required)
Article 137 The cases specified by Cabinet Office Ordinance as referred to in Article 83, paragraph (5) of the Act shall be the following cases where an Investment Corporation has provided the persons who intend to file applications under paragraph (1) of that Article with the matters listed in the items of that paragraph:
(i) cases where the relevant Investment Corporation has provided the matters to be stated in the prospectus pursuant to the provisions of the Financial Instruments and Exchange Act by Electromagnetic Means; or
(ii) cases where the relevant Investment Corporation has provided the prospectus, documents equivalent thereto, or any other materials under laws and regulations of a foreign state.
(Method of Processing Fractions of Investment Equity)
Article 138 The methods specified by Cabinet Office Ordinance as referred to in Article 88, paragraph (1) of the Act shall be the methods specified in the following items according to the category of Investment Equity listed in the respective items:
(i) Investment Equity of which the Investment Securities are Securities listed on a Financial Instruments Exchange: sales through the transactions conducted on a Financial Instruments Exchange Market;
(ii) Investment Equity of which the Investment Securities are Over-the-Counter Traded Securities: sales through the transactions conducted on an Over-the-Counter Securities Market; and
(iii) Investment Equity other than those listed in the preceding two items: sales at a fair and reasonable price in light of the amount of net assets of the Investment Corporation which issues the relevant Investment Equity.
(Method of Deduction in Cases of Refunding the Fractions of Investment Equity)
Article 139 (1) The Investment Corporation that refunded Investment Equity pursuant to the provisions of Article 88, paragraph (2) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 149-17, paragraph (2) of the Act) or Article 124, paragraph (1) of the Act shall deduct the amount obtained by multiplying the Total Amount of Investment Per Unit as of the time immediately prior to the refund by the number of units of Investment Equity refunded from the total amount of investment, and shall deduct the amount obtained by multiplying the Amount of Investment Surplus Per Unit as of the time immediately prior to the refund by the number of units of Investment Equity refunded from the Amount of Investment Surplus, respectively.
(2) The term "Total Amount of Investment Per Unit" as used in the preceding paragraph means the amount obtained by dividing the total amount of investment by the total number of units of Issued Investment Equity (meaning the Issued Investment Equity as prescribed in Article 77-2, paragraph (1) of the Act; hereinafter the same shall apply in this Article), and the term " Amount of Investment Surplus Per Unit" as used in the preceding paragraph shall be the amount obtained by dividing the amount of investment surplus by the total number of units of Issued Investment Equity.
(3) The Investment Corporation that refunded Investment Equity pursuant to the provisions of Article 124, paragraph (1) of the Act shall state or record in its Investors' registry a statement to the effect that it has made refund with regard to the relevant Investment Equity, the date on which the refund was made, and the refunded amount, and shall change the statement or records on the number of units of Investment Equity held by the Investors who held the relevant Investment Equity, and on the total number of units of Issued Investment Equity.
(Matters Decided for a Calling)
Article 140 The matters specified by Cabinet Office Ordinance as referred to in Article 90-2, paragraph (1), item (iv) of the Act shall be the following matters (in cases where there are provisions on the matters listed in items (iii) or (v) to (vii) inclusive in the certificate of incorporation, such matters shall be excluded):
(i) when the place of the Investors' meeting as provided in Article 90-2, paragraph (1), item (i) of the Act is extremely far from any of the place at which the past Investors' meetings have been held (excluding the following cases), the reasons for deciding such place:
(a) cases where the relevant place is a place specified in the certificate of incorporation; and
(b) cases where the consent of all Investors who do not attend the Investors' meeting are obtained for holding the Investors' meeting at the relevant place;
(ii) the matters to be stated in the Reference Documents for an Investors' Meeting (meaning the Reference Documents for an Investors' Meeting as prescribed in Article 91, paragraph (4) of the Act; the same shall apply hereinafter) pursuant to the provisions of Article 142 to Article 154 inclusive (excluding matters listed in Article 149, items (iii) and (iv) and Article 150, item (iii));
(iii) when it is to be provided for that a specific time (limited to the time which is before the date of the Investors' meeting but on or after the day on which two weeks have passed from the day on which the notice has been sent pursuant to the provisions of Article 91, paragraph (1) of the Act) shall be the time limit for exercising the voting rights in writing, such specific time;
(iv) the matters which are not to be stated in the Reference Documents for an Investors' Meeting to be delivered to Investors by taking the measure set forth in Article 154, paragraph (1);
(v) when the handling provided in Article 155, paragraph (1), item (ii) is to be specified, the details of the handling;
(vi) in cases where a single Investor has redundantly exercised his/her voting right for a single proposal pursuant to the provisions of Article 92, paragraph (1) of the Act (in cases where the matters listed in Article 90-2, paragraph (1), item (iii) of the Act are provided for, the provisions of Article 92, paragraph (1) or Article 92-2, paragraph (1) of the Act) and the facts of the exercise of voting right for said single proposal differ, when matters concerning the handling of such exercise of voting right by the Investor are provided, such matters;
(vii) when the matters listed in Article 90-2, paragraph (1), item (iii) of the Act are specified, the following matters:
(a) when it is to be provided for that a specific time (limited to the time which is before the date of the Investors' meeting but on or after the day on which two weeks have passed from the day on which the notice has been sent pursuant to the provisions of Article 91, paragraph (1) of the Act) shall be the time limit for exercising voting rights by Electromagnetic Means, such specific time;
(b) when Voting Forms (meaning the Voting Forms as prescribed in Article 91, paragraph (4) of the Act; the same shall apply in Article 155) are to be delivered under that paragraph (including the provision of Voting Forms by Electromagnetic Means under Article 91, paragraph (5) of the Act made in lieu of the delivery thereof) to the Investors who have given the consent under Article 91, paragraph (2) of the Act, when requested by such Investors, such fact.
(viii) when matters concerning the method of proving the right of representation (including the qualification of agents), the number of agents, and any other matters related to the exercise of voting rights by the agents are to be provided with regard to the exercise of voting rights by agents under the provisions of Article 310, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 94, paragraph (1) of the Act (excluding cases where there are provisions on such matters in the certificate of incorporation), such matters; and
(ix) when the method of notice under the provisions of Article 313, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 94, paragraph (1) of the Act (excluding cases where there are provisions on the method of notice in the certificate of incorporations), such method.
(Reference Documents for an Investors' Meeting)
Article 141 (1) The matters to be stated in the Reference Documents for an Investors' Meeting which are to be delivered pursuant to the provisions of Article 91, paragraph (4) of the Act shall be governed by the provisions of the following Article to Article 154 inclusive.
(2) The delivery of Reference Documents for an Investors' Meeting (including the provision thereof by Electromagnetic Means made in lieu of said delivery) made by an Investment Corporation which has provided the matters listed in Article 90-2, paragraph (1), item (iii) of the Act, shall be the delivery of Reference Documents for an Investors' Meeting under Article 91, paragraph (4) of the Act.
(3) With regard to the matters to be stated in the Reference Documents for an Investors' Meeting, a corporate office may, in cases where any circumstance which requires an amendment occurs during the period from the day on which the Notice of Calling (meaning the notice under Article 91, paragraph (1) or (2) of the Act; hereinafter the same shall apply in this paragraph, paragraph (5) of the following Article, Article 154, paragraph (1), and Article 155, paragraphs (3) and (4)) was sent to the day immediately preceding the date of Investors' meeting, notify the method of making public the matters after the amendment to the Investors along with the Notice of Calling.
(General Matters to be Stated in the Reference Documents for an Investors' Meeting)
Article 142 (1) The following matters shall be stated in the Reference Documents for an Investors' Meeting:
(i) the proposal;
(ii) the reasons for submitting a proposal (only for proposals related to the submission by corporate officer, in cases where such proposal is that for which certain matters are to be explained at an Investors' meeting, the contents to be explained shall be included); and
(iii) when there is a result of the investigation to be reported to the Investors' meeting pursuant to the provisions of Article 384 of the Companies Act as applied mutatis mutandis pursuant to Article 111, paragraph (3) of the Act with regard to the proposal, the outline of such outcome.
(2) In addition to what is listed in the items of the preceding paragraph, when the proposals to be submitted to the Investors' meeting of an Investment Corporation which has provided for under the provisions of Article 93, paragraph (1) of the Act (hereinafter referred to as the "Provision of Deemed Agreement" in this paragraph) includes conflicting proposals, the Reference Documents for an Investors' Meeting shall state to the effect that the Provision of Deemed Agreement shall not be applied to any of such proposals.
(3) In addition to what is provided for in this Article to Article 154 inclusive, the Reference Documents for an Investors' Meeting may state the matters which are found to serve as a reference for the exercise of voting rights by Investors.
(4) In cases where some of the matters to be stated in the Reference Documents for an Investors' Meeting which are to be provided to Investors in relation to a single Investors' meeting are stated in other documents or are provided by Electromagnetic Means, such matters shall not be required to be stated in the Reference Document for an Investors' Meeting which are to be provide to Investor. In this case, it shall be clearly stated in the Reference Documents for an Investors' Meeting that there are matters stated in other documents or matters to be provided by Electromagnetic Means.
(5) In cases where some of the matters to be included in the content of the Notice of Calling which is to be provided to Investors in relation to a single Investors' meeting are stated in the Reference Documents for an Investors' Meeting, such matters shall not be required to be included in the contents of the Notice of Calling which is to be provided to the Investors.
(Proposals for the Appointment of Corporate Officers)
Article 143 (1) In cases where a corporate officer submits a proposal for the appointment of a corporate officer, the following matters shall be stated in the Reference Documents for an Investors' Meeting:
(i) the name, date of birth, and career of the candidate;
(ii) the number of units of Investment Equity of the relevant Investment Corporation held by the candidate;
(iii) in cases where the candidate assumes the office of the corporate officer of the relevant Investment Corporation and there are facts pertaining to such candidate which fall under a concurrent holding of important posts as provided in Article 74, item (vi) of the Ordinance on Accountings of Investment Corporations, such facts;
(iv) in cases where the candidate has any special interest with the Investment Corporation, the summary of such facts;
(v) in cases where the candidate is actually a corporate officer of the relevant Investment Corporation, the position and duty at said Investment Corporation; and
(vi) when the consent for assuming office has yet to be obtained, such fact.
(2) In the case referred to in the preceding paragraph, when the Investment Corporation is a Subsidiary Corporation of another Investment Corporation, the following matters shall be stated in the Reference Documents for an Investors' Meeting:
(i) when the candidate is actually an Officer (meaning the Officer as prescribed in Article 96, paragraph (1) of the Act; except in Article 164 and Article 200, hereinafter the same shall apply in this Section) of the relevant other Investment Corporation (including a Subsidiary Corporation (excluding the relevant Investment Corporation) of said other Investment Corporation; hereinafter the same shall apply in this paragraph), the position and duty at said other Investment Corporation;
(ii) when the relevant Investment Corporation is aware of the fact that the candidate was an Officer of the relevant other Investment Corporation in the past five years, the position and duty at said other Investment Corporation.
(3) When the proposal is one submitted with the consent of all supervisory officers, such fact shall be stated therein.
(Proposals for the Appointment of Supervisory Officers)
Article 144 (1) In cases where a corporate officer submits a proposal for the appointment of a supervisory officer, the following matters shall be stated in the Reference Documents for an Investors' Meeting:
(i) the name, date of birth, and career of the candidate;
(ii) the number of units of Investment Equity of the relevant Investment Corporation held by the candidate;
(iii) in cases where the candidate assumes the office of the supervisory officer of the relevant Investment Corporation and there are facts pertaining to such candidate which fall under a concurrent holding of important posts as provided in Article 74, item (vi) of the Ordinance on Accountings of Investment Corporations, such facts
(iv) in cases where the candidate has any special interest with the Investment Corporation, the summary of such facts;
(v) in cases where the candidate is actually a supervisory officer of the relevant Investment Corporation, the position and duty at said Investment Corporation; and
(vi) when the consent for assuming office has yet to be obtained, such fact.
(2) In the case referred to in the preceding paragraph, when the Investment Corporation is a Subsidiary Corporation of another Investment Corporation, the following matters shall be stated in the Reference Documents for an Investors' Meeting:
(i) when the candidate is actually an Officer of the relevant other Investment Corporation (including a Subsidiary Corporation (excluding the relevant Investment Corporation) of said other Investment Corporation; hereinafter the same shall apply in this paragraph), the position and duty at said other Investment Corporation; and
(ii) when the relevant Investment Corporation is aware of the fact that the candidate was an Officer of the relevant other Investment Corporation in the past five years, the position and duty at said other Investment Corporation.
(Proposals for the Appointment of Accounting Auditors)
Article 145 In cases where a corporate officer submits a proposal for the appointment of an accounting auditor, the following matters shall be stated in the Reference Documents for an Investors' Meeting:
(i) the matters specified in the following sub-item (a) or (b) according to the category of cases set forth in the respective sub-items:
(a) in cases where the candidate is a certified public accountant: his/her name, location of the office, date of birth and career; or
(b) in cases where the candidate is an auditing firm: its name, location of the principal office, and history;
(ii) when the consent for assuming office has yet to be obtained, such fact;
(iii) when there are opinions from an accounting auditor under the provisions of Article 107, paragraph (1) of the Act, the summary of the contents of such opinion;
(iv) when the relevant candidate is a person who has actually been subject to a disposition of suspension of business and for whom the period of suspension has yet to elapse, matters related to such disposition;
(v) in cases where the relevant candidate is a person who has been subject to a disposition of suspension of business in the past two years, the matters related to said disposition which are found appropriate to be stated in the Reference Documents for an Investors' Meeting by the relevant Investment Corporation; and
(vi) when the relevant candidate is expected to receive or have received in the past two years a large amount of money or any other property benefits from the relevant Investment Corporation, the Parent Corporation (meaning the Parent Corporation as prescribed in Article 81, paragraph (1) of the Act; hereinafter the same shall apply in this item) thereof, or Subsidiary Corporation (excluding the relevant Investment Corporation) of said Parent Corporation (in cases where there are no Parent Corporation of said Investment Corporation, said Investment Corporation) (remunerations, bonuses, or any other property benefits from an Investment Corporation as the consideration for the execution of business to be received from said Investment Corporations, Parent Corporation thereof, Subsidiary Corporation of said Parent Corporation as an accounting auditor (including those equivalent thereto under the provisions of laws and regulations other than the Act), and consideration for the services prescribed in Article 2, paragraph (1) of the Certified Public Accountant Acts (Act No. 103 of 1948) shall be excluded from the above-mentioned property benefits), the details thereof.
(Proposals for the Dismissal of Corporate Officers)
Article 146 In cases where a corporate officer submits a proposal for the dismissal of a corporate officer, the following matters shall be stated in the Reference Documents for an Investors' Meeting:
(i) the name of the corporate officer; and
(ii) the reasons for dismissal.
(Proposals for the Dismissal of Supervisory Officers)
Article 147 In cases where a corporate officer submits a proposal for the dismissal of a supervisory officer, the following matters shall be stated in the Reference Documents for an Investors' Meeting:
(i) the name of the supervisory officer; and
(ii) the reasons for dismissal.
(Proposals for the Dismissal or Refusal of Reappointment of Accounting Auditors)
Article 148 In cases where a corporate officer submits a proposal for the dismissal or refusal of reappointment of an accounting auditor, the following matters shall be stated in the Reference Documents for an Investors' Meeting:
(i) the name of the accounting auditor;
(ii) the reasons for dismissal or refusal of reappointment; and
(iii) when there are opinions from an accounting auditor under the provisions of Article 107, paragraph (1) of the Act, the summary of the contents of such opinion.
(Proposals of Giving Retirement Allowances to Officers, etc. Exempted from Liability, etc.)
Article 148-2 In the cases listed in the following items, when a corporate officer submits a proposal related to the resolution for the approval prescribed in Article 115-6, paragraph (6) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 427, paragraph (5) of the Companies Act as applied mutatis mutandis by replacing certain terms pursuant to Article 115-6, paragraph (11) or (12) of the Act), the details of the property benefits prescribed in Article 168 which are to be given to Officers, etc. exempted from the liability or arranged not to be liable shall be stated in the Reference Documents for an Investors' Meeting:
(i) cases where the Officers, etc. have been exempted from liability based on the resolution prescribed in Article 115-6, paragraph (3) of the Act;
(ii) cases where the Officers, etc. have been exempted from liability based on the certificate of incorporation provided pursuant to the provisions of Article 115-6, paragraph (7) of the Act; and
(iii) cases where it is arranged that accounting auditors shall not be liable for damages in excess of the limit provided for in Article 427, paragraph (1) of the Companies Act as applied mutatis mutandis by replacing certain terms pursuant to Article 115-6, paragraph (12) of the Act under the contract prescribed in Article 427, paragraph (1) of the Companies Act.
(Proposals for the Approval of Absorption-Type Merger Agreement)
Article 149 In cases where a corporate officer submits a proposal for the approval of an absorption-type merger agreement, the following matter shall be stated in the Reference Documents for an Investors' Meeting:
(i) the reasons for effecting the relevant Absorption-Type Merger (meaning the Absorption-Type Merger as prescribed in Article 147, paragraph (1) of the Act; the same shall apply hereinafter);
(ii) the outline of the contents of the absorption-type merger agreement;
(iii) in cases where the relevant Investment Corporation is an Investment Corporation Extinguished in an Absorption-Type Merger (meaning the Investment Corporation Extinguished in an Absorption-Type Merger as prescribed in Article 147, paragraph (1), item (i) of the Act; the same shall apply hereinafter), when there are matters listed in the items (excluding items (iv) and (v)) of Article 193, paragraph (1) as of the day on which the decision under Article 90-2, paragraph (1) of the Act has been made, the summary of contents of such matters; and
(iv) in cases where the relevant Investment Corporation is an Investment Corporation Surviving an Absorption-Type merger (meaning the Investment Corporation Surviving an Absorption-Type Merger as prescribed in Article 147, paragraph (1), item (i) of the Act; the same shall apply hereinafter), when there are matters listed in the items (excluding items (iv) and (v)) of Article 194 as of the day on which the decision under Article 90-2, paragraph (1) of the Act has been made, the summary of the contents of such matters.
(Proposals for the Approval of Consolidation-Type Merger Agreement)
Article 150 In cases where a corporate officer submits a proposal for the approval of a consolidation-type merger agreement, the following matter shall be stated in the Reference Documents for an Investors' Meeting:
(i) the reasons for effecting the relevant Consolidation-Type Merger (meaning the Consolidation-Type Merger as prescribed in Article 148, paragraph (1) of the Act; the same shall apply hereinafter);
(ii) the summary of the contents of the Consolidation-Type Merger agreement;
(iii) in cases where the relevant Investment Corporation is an Investment Corporation Extinguished in a Consolidation-Type Merger (meaning the Investment Corporation Extinguished in a Consolidation-Type Merger as prescribed in Article 148, paragraph (1), item (i) of the Act; the same shall apply hereinafter), when there are matters listed in the items (excluding items (iv) and (v)) of Article 196, as of the day on which the decision under Article 90-2, paragraph (1) of the Act has been made, the summary of contents of such matters; and
(iv) the matters provided in Article 143 with regard to persons to become the corporate officer of an Investment Corporation Established in a Consolidation-Type Agreement (meaning the Investment Corporation Established in a Consolidation-Type Agreement as prescribed in Article 148, paragraph (1), item (ii) of the Act; the same shall apply hereinafter);
(v) the matters provided in Article 144 with regard to the persons to become the supervisory officers of an Investment Corporation Established in a Consolidation-Type Merger; and
(vi) the matters provided in Article 145 with regard to persons to become the accounting auditors of an Investment Corporation Established in a Consolidation-Type Merger.
(Proposals for the Approval of the Entrustment Contract for Assets Investment)
Article 151 In cases where a corporate officer submits a proposal for the approval of Entrustment Contract for Assets Investment to be concluded with an Asset Management Company, the name, address, and history of the Asset Management Company with which said Entrustment Contract for Assets Investment is intended to be concluded (with regard to the approval prescribed in Article 207, paragraph (3) of the Act, the Asset Management Company with which an Entrustment Contract for Assets Investment has been concluded), as well as the details of the written entrustment contract shall be stated in the Reference Documents for an Investors' Meeting.
(Proposals for the Cancellation of Entrustment Contract for Asset Management)
Article 152 In cases where a corporate officer submits a proposal for the cancellation of the Entrustment Contract for Assets Investment, the reasons for the cancellation shall be stated in the Reference Documents for an Investors' Meeting.
(Matters to be Stated In Cases of Proposals Submitted Investors)
Article 153 (1) In cases where the proposal is that submitted by an Investor, the following matters (in cases where the matters listed in item (iii) or (iv) are composed of many characters, letters, marks or any other thing that are inappropriate to state the whole in the Reference Documents for an Investors' Meeting (including cases where the volume thereof exceeds the volume specified by the Investment Corporation as being appropriate to state the whole), a summary of such matters) shall be stated in the Reference Documents for an Investors' Meeting:
(i) a statement to the effect that the proposal is that submitted by an Investor;
(ii) when there are opinions of the board of officers meeting to the proposal, the contents of such opinion;
(iii) when the Investor has notified the Investment Corporation of the reasons for submitting the proposal (in cases where the reasons for submitting the proposal are clearly false or are found to be based on the sole purpose of infringing or insulting persons' reputation, such reasons for submitting the proposal shall be excluded) in making the demand under the main clause of Article 305, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 94, paragraph (1) of the Act, such reasons;
(iv) in cases where the proposal is that concerning the appointment of persons listed in the following sub-items (a) to (c) inclusive, when the Investor has notified the Investment Corporation of the matters specified in the respective sub-items (in cases where such matters are clearly false, such matters shall be excluded) in making the demand under the main clause of Article 305, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 94, paragraph (1) of the Act, the contents thereof:
(a) corporate officers: the matters provided in Article 143;
(b) supervisory officers: the matters provided in Article 144; and
(c) accounting auditors: the matters provided in Article 145.
(2) In cases where proposals of the same purport are submitted by two or more Investors, a separate statement for such proposals and the contents of the opinions of the board of officers meeting thereto in the Reference Documents for an Investors' Meeting shall not be required; provided, however, that, a statement to the effect that proposals of the same purport have been submitted by two or more Investors shall be stated.
(3) In cases where proposals of the same purport have been submitted by two or more Investors, a separate statement for the reasons for submitting such proposals in the Reference Documents for an Investors' Meeting shall not be required.
(Special Provisions on the Statement in the Reference Documents for an Investors' Meeting)
Article 154 (1) In cases where the Investment Corporation takes measures (among the methods listed in Article 114, paragraph (1), item (i), sub-item (b), limited to those made by the method using an Automatic Public Transmission Server (meaning the device which, when connected with a telecommunications line provided for the use by the public, has the function to perform the automatic public transmission of information recorded in the recording medium of such device used for the automatic public transmission, or inputted in such device; the same shall apply in the following paragraph) connected to the Internet) to make the information related to the matters to be stated in the Reference Documents for an Investors' Meeting (excluding the following matters) continuously available to the Investors by Electromagnetic Means, for a period from the time when the Notice of Calling pertaining to the relevant Investors' meeting is sent until the day on which three months have elapsed from the day of said Investors' meeting, such matters shall be deemed to have been provided to Investors as the provision of the Reference Documents for an Investors' Meeting containing such matters; provided, however, that, it shall be limited to cases where it is provided for in the certificate of incorporation that measures under this paragraph is to be taken:
(i) the proposal;
(ii) in cases where the matters listed in the provisions of Article 73, paragraph (1), items (i) to (xxiii) inclusive, Article 74, items (i) to (iv) inclusive (excluding those related to accounting auditors), and Article 75, item (i) of the Ordinance on Accountings of Investment Corporations are to be stated in the Reference Documents for an Investors' Meeting, such matters;
(iii) the matters to be stated in the Reference Documents for an Investors' Meeting pursuant to the following paragraph; and
(iv) in cases where any supervisory officer has stated his/her objection to take the measure under this paragraph for the matters to be stated in the Reference Documents for an Investors' Meeting (excluding the matters listed in the preceding two items), such matters.
(2) In the case referred to in the preceding paragraph, the characters, letters, marks or other codes or any combination thereof which are assigned for the identification, on the Internet, of the Automatic Public Transmission Server used to take the measures set forth in that paragraph, and which allow the person who receives the information to inspect the details of such information by the input thereof in the computer used by such person, and to record such information in the file stored on said computer, shall be stated in the Reference Documents for an Investors' Meeting which are to be provided to Investors.
(Voting Forms)
Article 155 (1) The matters to be stated in the Voting Forms which are to be delivered pursuant to the provisions of Article 91, paragraph (4) of the Act, or the matters to be stated in the Voting Forms which are to be provided by Electromagnetic Means pursuant to the provisions of paragraph (6) or (7) of that Article shall be the following matters:
(i) a column in which the agreement or dissent (in cases of providing a column for absentation, including absentation) for each proposal is to be stated (in the cases set forth in the following sub-items (a) and (c), those specified in the respective sub-item);
(a) in cases of a proposal for the appointment of two or more Officers, etc.: the appointment of each candidate;
(b) in cases of a proposal for the dismissal of two or more Officers, etc.: the dismissal of each Officer, etc.;
(c) in cases of a proposal for the refusal of reappointment of two or more accounting auditors: the refusal of each accounting auditors;
(ii) when there are provisions on the matters listed in Article 140, item (v), when a Voting Form lacking an entry in the column under the preceding item has been submitted to the relevant Investment Corporation, the details of the handling of such Voting Form as to whether it is an indication of manifestation of agreement, dissent, or abstention, for each proposal;
(iii) when there are provisions on the matters listed in Article 140, item (vi) of the Act, such matters;
(iv) the time limit for exercising the voting rights;
(v) the names of the Investors who are to exercise voting rights as well as the number of exercisable voting rights (in the cases set forth in the following sub-items (a) and (b), including the matters specified in the respective sub-item);
(a) cases where the number of voting rights exercisable by the relevant Investor differs for each proposal: the number of voting rights for each proposal;
(b) cases where voting rights may not be exercised for some of the proposals: proposals in which voting rights may be exercised or those in which may not.
(2) When there are provisions on the matters listed in Article 140, item (vii), sub-item (b), an Investment Corporation shall, when requested by the Investors who have given the consent under Article 91, paragraph (2) of the Act, deliver Voting Forms under Article 91, paragraph (4) of the Act (including the provision of Voting Forms by Electromagnetic Means under Article 91, paragraph (5) of the Act made in lieu of the delivery thereof) to such Investors.
(3) In cases where some of the matters to be included in the content of the Notice of Calling which is to be provided to Investors in relation to a single Investors' meeting are stated in the Voting Form, such matters shall not be required to be included in the content of the Notice of Calling.
(4) In cases where some of the matters (limited to the matters listed in paragraph (1), items (ii) to (iv) inclusive) to be stated in the Voting Form which is to be provided to Investors in relation to a single Investors' meeting are included in the contents of the Notice of Calling, such matters shall not be required to be stated in the Reference Documents for an Investors' Meeting.
(Time Limit for Exercising Voting Rights in Writing)
Article 156 The time specified by Cabinet Office Ordinance as referred to in Article 92, paragraph (1) of the Act shall be at the close of the business hours immediately before the date of the Investors' meeting (in cases where there are provisions on the matters listed in Article 140, item (iii), the specific time provided in that item).
(Time Limit for Exercising Voting Rights by Electromagnetic Means)
Article 157 The time specified by Cabinet Office Ordinance as referred to in Article 92-2, paragraph (1) of the Act shall be at the close of the business hours immediately before the date of the Investors' meeting (in cases where there are provisions on the matters listed in Article 140, item (vii), sub-item (a), the specific time provided in sub-item (a) of that item).
(Electromagnetic Records Provided by Inspectors)
Article 158 (1) The Electromagnetic Records specified by Cabinet Office Ordinance as provided in the following provisions shall be Magnetic Disks (limited to Electromagnetic Records), and the Electromagnetic Records specified by the person who receives the Electromagnetic Record pursuant to the following provisions:
(i) Article 306, paragraph (5) of the Companies Act as applied mutatis mutandis pursuant to Article 94, paragraph (1) of the Act; and
(ii) Article 358, paragraph (5) of the Companies Act as applied mutatis mutandis pursuant to Article 110, paragraph (2) of the Act.
(2) The "Magnetic Disks" as referred to in the preceding paragraph means that which falls under any of the following:
(i) a 90mm flexible magnetic disk cartridge in conformity with JIS X6223; or
(ii) a 120mm optical disk in conformity with JIS X0606.
(Provision of the Matters Recorded in the Electromagnetic Record by Inspectors)
Article 159 The methods specified by Cabinet Office Ordinance as provided in the following provisions (hereinafter referred to as the "Provisions for the Inspectors' Provision" in this Article) shall be the Electromagnetic Means specified by the person who receives the matters recorded in the Electromagnetic Record provided in the Provisions for the Inspectors' Provision pursuant to said Provisions for the Inspectors' Provision:
(i) Article 306, paragraph (7) of the Companies Act as applied mutatis mutandis pursuant to Article 94, paragraph (1) of the Act; and
(ii) Article 358, paragraph (7) of the Companies Act as applied mutatis mutandis pursuant to Article 110, paragraph (2) of the Act.
(Relationship that Enables a Substantial Control)
Article 160 (1) The Investors specified by Cabinet Office Ordinance as referred to in Article 308, paragraph (1) (excluding the proviso) of the Companies Act as applied mutatis mutandis pursuant to Article 94, paragraph (1) of the Act shall be, in cases where the Investment Corporation (including the Subsidiary Corporation of the relevant Investment Corporation) holds one quarter or more of the total number of voting rights of the Company, etc. which is an Investor of said Investment Corporation (including voting rights which are not allowed to be exercised pursuant to the provisions of Article 308, paragraph (1) of the Companies Act or any other equivalent laws and regulations (including laws and regulations of a foreign state) which are other than that Act, and excluding voting rights pertaining to shares (including those equivalent thereto) of which the voting rights may not be exercised for all the proposals for the appointment of the Officers, etc. (excluding accounting auditors) prescribed in Article 423, paragraph (1) of that Act and the changes to the articles of incorporation (including those equivalent to these proposals) at a shareholders meeting (including those equivalent thereto); hereinafter such voting rights shall be referred to as "Voting Rights for Mutual Holding" in this Article), said Company, etc. which is an Investor of the Investment Corporation after establishment (in cases where persons other than the relevant Investors may not exercise voting rights for the proposals for the Investors' meeting of said Investment Corporation (limited to cases where such proposals are to be resolved), such Investors shall be excluded).
(2) In the case referred to in the preceding paragraph, the number of Voting Rights for Mutual Holding held by the Investment Corporation and its Subsidiary Corporation and the total number of Voting Rights for Mutual Holding (hereinafter referred to as the "Number of Subject Voting Rights" in this Article) shall be the Number of Subject Voting Rights held by said Investment Corporation as of the day of Investors' meeting.
(3) Notwithstanding the provision of the preceding paragraph, in cases where a Specific Record Date (meaning the record date defined in Article 77-3, paragraph (2) of the Act for specifying the persons who may exercise their voting rights at the relevant Investors' meeting; hereinafter the same shall apply in this Article) is provided for, the Number of Subject Voting Rights shall be the Number of Subject Voting Rights as of the Specific Record Date; provided, however, that, in cases where the Number of Subject Voting Rights has increased or decreased, if the relevant Investment Corporation comes to know that, as a result of such increase or decrease, voting rights may be exercised or may not be exercised with regard to the Investment Equity of said Investment Corporation held by a person who is an Investor under paragraph (1) during the period from the Specific Record Date to the day on which all the matters listed in the items of Article 90-2, paragraph (1) of the Act concerning the Investors' meeting have been decided, the Number of Subject Voting Rights shall be that as of the day on which said Investment Corporation came to know such fact.
(4) Notwithstanding the provision of the preceding paragraph, the relevant Investment Corporation may calculate the Number of Subject Voting Rights by taking into consideration the matters (including the fact that said Investment Corporation came to know the fact of increase or decrease under the preceding paragraph) occurred during the period from the day on which all the matters listed in the items of Article 90-2, paragraph (1) of the Act concerning the relevant Investors' meeting have been decided (in cases where the Investment Corporation has specified a day after the first-mentioned day, such day) to the day of said Investors' meeting.
(Accountability of Corporate Officers, etc.)
Article 161 The cases specified by Cabinet Office Ordinance as referred to in Article 314 of the Companies Act as applied mutatis mutandis pursuant to Article 94, paragraph (1) of the Act shall be the following cases:
(i) cases where it is necessary to carry out an investigation to explain the matters for which the Investors required explanation (excluding the following cases):
(a) cases where the relevant Investor has notified the Investment Corporation of the relevant matters at a reasonable period prior to the day of an Investors' meeting;
(b) cases where the investigation necessary for explaining the relevant matters is extremely easy;
(ii) cases where explaining the matters for which the Investor has required an explanation results in infringement of rights of the Investment Corporation or any other person (excluding said Investor);
(iii) cases where an Investor requires an explanation for matters substantially same as the relevant matters at the relevant organizational meeting in a repetitive manner; and
(iv) in addition to what is listed in the preceding three items, cases where there are justifiable grounds for not explaining the matters for which an Investor has required an explanation.
(Minutes of the Investors' Meeting)
Article 162 (1) The preparation of minutes of an Investors' meeting under Article 318, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 94, paragraph (1) of the Act shall be as provided in this Article.
(2) The minutes of an Investors' meeting shall be prepared in writing or in the form of an Electromagnetic Record.
(3) The minutes of an Investors' meeting shall include the following matters:
(i) the date and time on which and place where the Investors' meeting was held (in cases where corporate officers, supervisory officers, accounting auditors, or Investors who were not present at said place have attended the Investors' meeting, the method of such attendance shall be included);
(ii) the outline and results of the proceedings at the Investors' meeting;
(iii) when there are any opinions or oral statements stated at the Investors' meeting pursuant to the following provisions, the summary of the contents of such opinions or oral statements:
(a) Article 107, paragraph (1) of the Act;
(b) Article 107, paragraph (2) of the Act;
(c) Article 384 of the Companies Act as applied mutatis mutandis pursuant to Article 111, paragraph (3) of the Act;
(d) Article 114, paragraph (6) of the Act;
(e) Article 115-4 of the Act;
(iv) the names of the corporate officer(s), supervisory officers, or accounting auditor(s) who attended the Investors' meeting;
(v) when a chairperson of the Investors' meeting is in place, the name of said chairperson; and
(vi) the name(s) of the corporate officer(s) who performed the duties concerning the preparation of minutes.
(Appointment of Substitute Officers)
Article 163 (1) The appointment of substitute officers under Article 329, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 96, paragraph (2) of the Act shall be as provided in this Article.
(2) In cases of appointing substitute officers by a resolution under Article 329, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 96, paragraph (2) of the Act, the following matters shall be decided as well:
(i) a statement to the effect that the relevant candidate is a substitute officer;
(ii) when appointing the relevant candidate as a substitute officer for one or more specific officers, a statement to that effect and the name of said specific officer;
(iii) when appointing two or more substitute officers for one officer (in cases of appointing substitute officers for two or more officers, said two or more officers), the priority order among the relevant substitute officers;
(iv) when the appointment of a substitute officer is to be cancelled before assuming office, a statement to that effect and procedures for effecting the cancellation.
(3) The period during which the resolution related to the appointment of substitute officers is effective shall, unless otherwise provided for in the certificate of incorporation, shall be until the time of commencement of the first Investors' meeting held after such resolution; provided, however, that the foregoing sentence shall not preclude the resolution of Investors' meeting from shortening such period.
(Persons Who Are Likely to Hinder the Performance of Duties of Supervisory Officers)
Article 164 The persons specified by Cabinet Office Ordinance as being likely to hinder the performance of duties of a supervisory officer as referred to in Article 100, item (vi) of the Act shall be the following persons:
(i) persons who were organizers or corporate officers of the relevant Investment Corporation;
(ii) the relatives of the organizer(s), corporate officer(s), or persons who were in such position of the relevant Investment Corporation;
(iii) an officer or employee of the juridical person whose voting rights exceeding 50 percent of the Voting Rights Held by All the Shareholders are held by an Organizer, etc. (meaning the organizer, and officers or persons who was an officer within the past two years of the juridical person that is an organizer, hereinafter the same shall apply in this Article) or corporate officer of the relevant Investment Corporation, or persons who has held one or more of such position (excluding persons falling under the category of person referred to in Article 100, item (iii) of the Act);
(iv) a person who is continuously receiving remuneration from the Organizer, etc. or corporate officer of the relevant Investment Corporation;
(v) a person who receives the provision of office or funds without charge or for a consideration lower than the ordinary market price or any other special economic benefits from the Organizer, etc. or corporate officer of the relevant Investment Corporation;
(vi) an officer or employee of the juridical person whose majority of directors, executive officers, or directors or executive officers who have the right to represent, consists of officers or persons who were officers within the past two year of the juridical person who is an organizer of the relevant Investment Corporation, or a person who has held one or more of such position;
(vii) an officer or employee of a juridical person for which the corporate officer of the relevant Investment Corporation is an officer or was an officer within the past two years, or of the Subsidiary Company of said juridical person, or a person who has held one or more of such position (excluding persons falling under the category of persons referred to in the preceding item and Article 100, item (iii) of the Act);
(viii) an officer or employee of the Financial Services Provider, etc. or Financial Instruments Intermediary Service Provider (meaning the Financial Instruments Intermediary Service Provider as prescribed in Article 2, paragraph (12) of the Financial Instruments and Exchange Act; hereinafter the same shall apply in this item and Article 200, item (viii)) that has been entrusted with the solicitation of persons to subscribe Investment Corporation Bonds issued by the relevant Investment Corporation, or of the Subsidiary Company thereof, a Financial Instruments Intermediary Service Provider that is an individual, or a person who has held one or more of such position; and
(ix) spouse of the person who falls under any of the category of persons prescribed in item (iii) to the preceding item inclusive of this Ordinance and Article 100, item (iii) or (v) of the Act.
(Subject of the Investigation by Supervisory Officers)
Article 165 The items specified by Cabinet Office Ordinance as referred to in Article 384 of the Companies Act as applied mutatis mutandis pursuant to Article 111, paragraph (3) of the Act shall be Electromagnetic Records and any other materials.
(Minutes of the Board of Officers Meeting)
Article 166 (1) The preparation of the minutes of board of officers meeting under Article 369, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 115, paragraph (1) of the Act shall be as provided in this Article.
(2) The minutes of a board of officers meeting shall be prepared in writing or in the form of an Electromagnetic Record.
(3) The minutes of a board of officers meeting shall include the following matters:
(i) the date and time on which and place where the board of officers meeting was held (in cases where corporate officers, supervisory officers, or accounting auditors who were not present at said place have attended the board of officers meeting, the method of such attendance shall be included);
(ii) when the board of officers meeting fall under any of the following category, a statement to that effect:
(a) a board of officers meeting called upon the request of a corporate officer(s) under Article 113, paragraph (2) of the Act;
(b) a board of officers meeting called upon the request of supervisory officers under Article 113, paragraph (3) of the Act; or
(c) a board of officers meeting called by the corporate officer(s) or supervisory officer pursuant to the provisions of Article 113, paragraph (4) of the Act;
(iii) the outline and results of the proceedings at the board of officers meeting;
(iv) when there are officers with special interest with regard to the matters required to be resolved, the name of such officers;
(v) the name(s) of the accounting auditor(s) that attended the board of officers meeting; and
(vi) when a chairperson of the board of officers meeting is in place, the name of said chairperson.
(Method for Calculating the Amount of Remuneration, etc.)
Article 167 The amount calculated by the method specified by Cabinet Office Ordinance as referred to in Article 115-6, paragraph (3) of the Act shall be the total amount of the following amounts:
(i) among the total amount of property benefits (excluding those specified in the following item) that the Officers, etc. receives or are to receive from an Investment Corporation as a remuneration, bonus or any other consideration for the execution of duties while they are in office for each business period (limited to the business period that includes the day specified in the following sub-item (a) to (c) inclusive according to the category of cases listed in the respective sub-items, and each business period immediately prior thereto) (in cases where the relevant business period is not one year, the amount obtained by converting the total amount to an amount per one year), the highest amount:
(a) in cases where a resolution of Investors' meeting under Article 115-6, paragraph (3) of the Act has been adopted: the day of the resolution of the Investors' meeting;
(b) in cases where a resolution of the board of officers meeting exempting the liability of Officers based on the provisions of the certificate of incorporation under Article 115-6, paragraph (7) of the Act: the day of the resolution of the board of officers meeting; or
(c) in cases where the contract under Article 427, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 115-6, paragraph (12) of the Act has been concluded: the day on which the facts which may be the cause for liability occurred (in cases where there are two or more of such day, the latest day);
(ii) the amount obtained by dividing the amount listed in sub-item (a) by the amount listed in sub-item (b):
(a) the amount of retirement allowances or other property benefits with the nature thereof that the relevant Officers, etc. have received from the relevant Investment Corporation;
(b) the period of office of the relevant Officers, etc. in such position (in cases where the relevant Officers, etc. fall under the following category, if the number specified in the following exceed the period of service, such number):
1. corporate officers or supervisory officers: four;
2. accounting auditors: two.
(Retirement Allowances, etc. to be Received After the Resolution of Exempting Liability)
Article 168 The property benefits specified by Cabinet Office Ordinance as referred to in Article 115-6, paragraph (6) of the Act (including the cases where it is applied mutatis mutandis pursuant to paragraph (11) of that Article, and the cases where it is applied mutatis mutandis by replacing certain terms pursuant to Article 427, paragraph (5) of the Companies Act as applied mutatis mutandis pursuant to Article 115-6, paragraph (12) of the Act) shall be retirement allowances or other property benefits with the nature thereof.
(Other General Affairs of an Investment Corporation)
Article 169 (1) The following matter shall be provided in the contract for entrusting the affairs listed in Article 117, item (i) of the Act:
(i) a statement to the effect that the Administrative Agent entrusted with the relevant affairs is to make the solicitation of application to subscribe Investment Equity or Investment Corporation Bonds by sufficiently taking into consideration the customer's knowledge, experience, status of property, and purpose of subscribing the Investment Equity or Investment Corporation Bonds;
(ii) a statement to the effect that the Administrative Agent entrusted with the relevant affairs shall be liable to explain the following matters to the customer in conducting solicitation of an application to subscribe Investment Equity or Investment Corporation Bonds:
(a) the contents of the matters listed in the items of Article 71, paragraph (1), the items of Article 83, paragraph (1), or the items of Article 139-4, paragraph (1) of the Act;
(b) rights to be held when the customer becomes an Investor or Creditor of an Investment Corporation (meaning the Creditor of an Investment Corporation defined in Article 139-3, paragraph (1), item (vii) of the Act; the same shall apply hereinafter;)
(c) in cases where the fees or any other costs to be paid to an Administrative Agent include those which shall be paid at the direct expense of the person who intends to subscribe for the Investment Equity or Investment Corporation Bonds, or of the Investor or Creditor of an Investment Corporation, the details thereof; and
(d) the details of risk that may occur due to the fluctuations in the value of Investment Equity or Investment Corporation, or for any other reasons.
(2) The affairs specified by Cabinet Office Ordinance as referred to in Article 117, item (vi) of the Act shall be the following affairs:
(i) the affairs related to the payment of money which is to be distributed or refunded to the Investors;
(ii) with regard to the Investment Corporation set forth in Article 86, paragraph (1) of the Act, the affairs related to the acceptance of requests for refund of Investment Equity, and the refund thereof;
(iii) in addition to what is listed in the preceding two items and Article 117, items (ii) and (iv) of the Act, the affairs related to the acceptance of requests for the exercise of voting rights by Investors or any other applications from Investors;
(iv) the affairs related to the payment of interests and amount of redemption to the Creditors of an Investment Corporation;
(v) in addition to what is listed in the preceding item and Article 117, items (ii) and (iv) of the Act, the affairs related to the acceptance of requests for the exercise of voting rights by Creditors of an Investment Corporation or any other applications from the Creditors of an Investment Corporation;
(vi) the affairs related to the preparation of accounting books;
(vii) the affairs related to tax payment; and
(viii) any other affairs specified by the Commissioner of the Financial Services Agency.
(3) When there are any changes to the contents of entrustment of affairs related to the Administrative Agent to which the affairs listed in items (i) to (iii) inclusive of the preceding paragraph, Article 117, item (ii) (limited to those related to the Investors' registry) of the Act, and item (iv) of that Article shall be entrusted, an Investment Corporation shall notify the details of such change (when such affairs are entrusted to a new Administrative Agent, the name and address of the new Administrative Agent, as well as the details of the affairs to be entrusted thereto shall be included) to the Investors.
(4) When there are any changes to the contents of entrustment of affairs related to the Administrative Agent to which the affairs listed in item (iv) or (v) of paragraph (2), Article 117, item (ii) (limited to those related to the Investors' registry) of the Act, and item (iv) of that Article shall be entrusted, an Investment Corporation shall notify the details thereof (in cases where such affairs are entrusted to a new Administrative Agent, the name and address of the new Administrative Agent, as well as the details of the affairs to be entrusted thereto shall be included) to the Creditors of an Investment Corporation of the Class (meaning the Class as prescribed in Article 681, item (i) of the Companies Act as applied mutatis mutandis pursuant to Article 139-7 of the Act) to which the changes were made.
(Conclusion of an Entrustment Contract for Affairs Related to the Solicitation of Persons to Subscribe for Investment Equity Solicited at Establishment)
Article 170 The conclusion of an entrustment contract for the affairs related to the solicitation of persons to subscribe for Investment Equity Solicited at Establishment shall be effected by an organizer.
(Method of Public Notice of the Refund Amount)
Article 171 (1) The public notice of refund amount under the provisions of Article 126 of the Act shall be made by any of the method set forth in the items of Article 134, paragraph (1).
(2) The public notice of refund amount under the preceding paragraph shall be made by clearly indicating the refund period for the Investment Equity to which the relevant refund amount shall be applied.
(Corporate Officers, etc. to be Held Liable With Regard to Illegal Refund)
Article 172 The persons specified by Cabinet Office Ordinance as referred to in Article 126-2, paragraph (1) of the Act shall be the following persons:
(i) a corporate officer that performed the duties related to Illegal Refunds (meaning the refunds of Investment Equity made by an Investment Corporation in the cases listed in Article 124, paragraph (1), item (iii) of the Act; hereinafter the same shall apply in this Article);
(ii) when the Illegal Refund has been made based on the resolution of a board of officers meeting, the following persons:
(a) an officer(s) that agreed to the resolution of the board of officers meeting; and
(b) a corporate officer(s) that submitted the proposal concerning the illegal refund to the board of officers meeting; and
(iii) when the illegal refund has been made based on the resolution of an Investors' meeting, the following persons:
(a) a corporate officer(s) that submitted the proposal concerning the illegal refund to the Investors' meeting;
(b) when the submission of proposal under sub-item (a) has been made based on the resolution of a board of officers meeting, the officer(s) that agreed to the resolution of the board of officers meeting; and
(c) the officer(s) who explained the matters concerning the illegal refund at the relevant Investors' meeting.
(Electromagnetic Means for Notice of Approval of Financial Statements, etc.)
Article 173 (1) The method using electronic data processing system and other information and communications technology as specified by Cabinet Office Ordinance as referred to in Article 131, paragraph (4) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 160, paragraph (2) of the Act) shall be the following methods:
(i) the methods using an electronic data processing system that are listed in sub-item (a) or sub-item (b) inclusive:
(a) the method of transmitting information via a telecommunications line that links the computer used by the sender and the computer used by the recipient and recording such information in the file stored on the computers used by the recipient; or
(b) the method of offering the details of the information which are recorded in a file stored on the computer used by the sender to the person who receives the provision of the information for inspection via a telecommunications line, and recording said information in the files stored on the computer used by said person who receives the provision of the information;
(ii) the method of delivering a file containing the information that has been prepared using media which can securely record certain information by magnetic disks, or any other means equivalent thereto.
(2) The methods listed in the items of the preceding paragraph shall be one that enables the recipient to prepare documents by outputting the records in the file.
(Electromagnetic Means Concerning the Order for Enforcement of the Act on Investment Trusts and Investment Corporations)
Article 174 The types and details of method using electronic data processing system and other information and communications technology which are to be indicated pursuant to the provisions of Article 92, paragraph (1) of the Order shall be as follows:
(i) among the following methods, those used by the sender:
(a) the methods using an electronic data processing system which are as follows:
1. the method of transmitting information via a telecommunications line that links the computer used by the sender and the computer used by the recipient and recording such information in the file stored on the computers used by the recipient;
2. the method of offering the details of the information which are recorded in a file stored on the computer used by the sender to the person who receives the provision of the information for inspection via a telecommunications line and recording said information in the files stored on the computer used by said person who receives the provision of the information;
(b) the method of delivering a file containing the information that has been prepared using media which can securely record certain information by magnetic disks, or any other means equivalent thereto; and
(ii) the method of recording the information in the file
(Corporate Officers, etc. to be Held Liable With Regard to Distribution of Money)
Article 175 (1) The persons specified by Cabinet Office Ordinance as referred to in Article 138, paragraph (1), item (i) of the Act shall be the following persons:
(i) a corporate officer(s) who performed the duties related to the delivery of money, etc. in relation to the distribution of dividend of surplus;
(ii) the officer(s) who agreed to the approval of statements related to distribution of money under Article 131, paragraph (2) of the Act; and
(iii) when a supervisory officer or accounting auditor has demanded a report on the calculation of the distributable amount, the corporate officer that has made the report in response to said demand.
(2) The corporate officer specified by Cabinet Office Ordinance as referred to in Article 138, paragraph (1), item (ii) of the Act shall be a corporate officer who has submitted a proposal to the board of officers meeting.
(Matters for Solicitation)
Article 176 The matters specified by Cabinet Office Ordinance as referred to in Article 139-3, paragraph (1), item (xiii) of the Act shall be the following matters:
(i) when having the payment of money made in exchange for Investment Corporation Bonds for Subscription (meaning the Investment Corporation Bonds for Subscription as prescribed in Article 139-3, paragraph (1) of the Act; the same shall apply hereinafter) in installments, a statement to that effect and the Amount to be Paid In (meaning the Amount to be Paid In as prescribed in item (xi) of that paragraph; the same shall apply in item (iv) of the following Article) on the due date for each payment;
(ii) when the authority other than the authority of the administrator of Investment Corporation Bonds provided in the Act is to be specified in the contract for entrustment under the provisions of Article 139-8 of the Act; the details of such authority; and
(iii) in the case as prescribed in the main clause of Article 711, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 139-9, paragraph (8) of the Act, the grounds prescribed in the main clause of Article 711, paragraph (2) of the Companies Act.
(Matters to be Specified by Board of Officers Meeting in Soliciting Persons to Subscribe for Investment Corporation Bonds)
Article 177 The matters specified by Cabinet Office Ordinance as referred to in Article 139-3, paragraph (2) of the Act shall be the following matters:
(i) when entrusting the decision on the matters listed in the items of Article 139-3, paragraph (1) of the Act related to two or more Solicitation (meaning the solicitation as referred to in Article 139-3, paragraph (1) of the Act; hereinafter the same shall apply in this Article), such fact;
(ii) the maximum amount for the total amount of Investment Corporation Bonds for Subscription (in the case referred to in the preceding item, the total of the maximum amount for the total amount of Investment Corporation Bonds for Subscription for each Solicitation);
(iii) the upper limit of the interest rate of the Investment Corporation Bonds for Subscription and the outline of other matters related to interest rates; and
(iv) the minimum amount for the total Amount to be Paid In for the Investment Corporation Bonds for Subscription and the outline of other matters related to the Amount to be Paid In.
(Matters to be Notified to Persons Who Intend to File Applications)
Article 178 The matters specified by Cabinet Office Ordinance as referred to in Article 139-4, paragraph (1), item (vii) of the Act shall be, when an administrator of Investment Corporation Bonds has been specified, the name and address thereof.
(Cases Where Notice to Persons Who Intend to File Applications is Not Required)
Article 179 The cases specified by Cabinet Office Ordinance as referred to in Article 139-4, paragraph (4) of the Act shall be the following cases where the Investment Corporation has provided the matters listed in the items of paragraph (1) of that Article to persons who intend to file applications under that paragraph:
(i) cases where the relevant Investment Corporation has provided the matters to be stated in the prospectus based on the provisions of the Financial Instruments and Exchange Act by Electromagnetic Means; or
(ii) cases where the relevant Investment Corporation has provided the prospectus, other documents equivalent thereto, or any other materials based on the provisions of laws and regulations of a foreign state.
(Class of Investment Corporation Bonds)
Article 180 The matters specified by Cabinet Office Ordinance as referred to in Article 681, item (i) of the Companies Act as applied mutatis mutandis pursuant to Article 139-7 of the Act shall be the following matters:
(i) the interest rate of the Investment Corporation Bond;
(ii) the method of and time limit for the redemption of Investment Corporation Bond;
(iii) the method of and time limit for the payment of interest;
(iv) when Investment Corporation Bond Certificates are to be issued, such fact;
(v) when it is to be provided for that Creditors of an Investment Corporation may not make the demand under Article 698 of the Companies Act as applied mutatis mutandis pursuant to Article 139-7 of the Act in whole or in part, such fact;
(vi) when it is to be provided for that administrator of Investment Corporation Bonds may conduct the acts listed in Article 139-9, paragraph (4), item (ii) of the Act without the resolution of the meeting of Creditors of an Investment Corporation, such fact;
(vii) when an administrator of Investment Corporation Bonds is specified, the name and address thereof as well as the contents of the contract for entrustment under Article 139-8 of the Act;
(viii) the name and address of the administrator of the Investors' registry as prescribed in Article 166, paragraph (2), item (viii) of the Act; and
(ix) when the Investment Corporation Bonds are Secured Investment Corporation Bonds, the matters listed in the provisions of Article 19, paragraph (1), item (i), (xi), and (xiii) of the Secured Corporate Bonds Trust Act (Act No. 52 of 1905) to be applied pursuant to Article 139-11 of the Act.
(Matters to be Stated in Investment Corporation Bonds Registry)
Article 181 The matters specified by Cabinet Office Ordinance as referred to in Article 681, item (vii) of the Companies Act as applied mutatis mutandis pursuant to Article 139-7 of the Act shall be, when the Creditor of an Investment Corporation sets off his/her obligations to pay money in exchange for Investment Corporation Bonds for Subscription against his/her claim against the Investment Corporation, the amount of claim and the day on which the set off was made.
(Persons With Right to Inspect)
Article 182 The persons specified by Cabinet Office Ordinance as referred to in Article 684, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 139-7 of the Act shall be Creditors of an Investment Corporation, and creditors and Investors of another Investment Corporation Bonds Issuing Corporation (meaning the Investment Corporation Bonds Issuing Corporation defined in Article 139-9, paragraph (6) of the Act; the same shall apply hereinafter).
(Request of Statement, etc. of the Matters to be Stated in the Investment Corporation Bonds Registry)
Article 183 (1) The cases specified by Cabinet Office Ordinance as referred to in Article 691, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 139-7 of the Act shall be the following matters:
(i) in cases where the Acquirer of Investment Corporation Bonds (meaning the person who acquired Investment Corporation Bonds from persons other than the Investment Corporation Bonds Issuing Corporation (excluding the relevant Investment Corporation Bonds Issuing Corporation); hereinafter the same shall apply in this Article) has received a final and binding judgment ordering the Acquirer of Investment Corporation Bonds to make the request under Article 691, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 139-7 of the Act related to the Investment Corporation Bonds acquired by the Acquirer of Investment Corporation Bonds against the person who has been stated or recorded in the Investment Corporation Bonds Registry as a Creditor of an Investment Corporation or the general successor thereof, when said Acquirer of Investment Corporation Bonds has made the request by providing a document evidencing the contents of said final and binding judgment or any other materials;
(ii) when the Acquirer of Investment Corporation Bonds has made the request by providing a document evidencing the contents of a decision having the same effect as the final and binding judgment under the preceding item or any other materials;
(iii) in cases where the Acquirer of Investment Corporation Bonds is a person who has acquired the Investment Corporation Bonds of the relevant Investment Corporation by general succession, when such Acquirer of Investment Corporation Bonds has made the request by providing a document evidencing the general succession or any other materials; and
(iv) in cases where the Acquirer of Investment Corporation Bonds is a person who has acquired the Investment Corporation Bonds of the relevant Investment Corporation by auction, when such Acquirer of Investment Corporation Bonds has made the request by providing a document evidencing that said acquisition was made by auction, or any other materials.
(2) Notwithstanding the provisions of the preceding paragraph, in cases where the Investment Corporation Bonds acquired by the Acquirer of Investment Corporation Bonds are those provided for that Investment Corporation Bond Certificates shall be issued, the cases specified by Cabinet Office Ordinance as referred to in Article 691, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 139-7 of the Act shall be the case where the Acquirer of Investment Corporation Bonds has made the request by presenting the Investment Corporation Bond Certificate.
(Qualification of Administrator of Investment Corporation Bonds)
Article 184 The persons specified by Cabinet Office Ordinance as referred to in Article 703, item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 139-9, paragraph (8) of the Act shall be the following persons:
(i) persons who have obtained the license under Article 3 of the Secured Corporate Bonds Trust Act;
(ii) the agricultural cooperatives or federation of agricultural cooperatives that conducts both the businesses set forth in Article 10, paragraph (1), items (ii) and (iii) of the Agricultural Cooperatives Act;
(iii) the credit cooperatives, or the federation of credit cooperatives engaged in the business set forth in Article 9-9, paragraph (1), item (i) of the Small and Medium-Sized Enterprise Cooperatives Act;
(iv) Shinkin Banks or federation of Shinkin Banks;
(v) federation of labor banks;
(vi) the long-term credit bank defined in Article 2 of the Long-Term Credit Bank Act (Act No. 187 of 1982);
(vii) the insurance company defined in Article 2, paragraph (2) of the Insurance Business Act (Act No. 105 of 1995);
(viii) Norin Chukin Bank; and
(ix) Shoko Chukin Bank Limited.
(Special Relationship)
Article 185 (1) The special relationship specified by Cabinet Office Ordinance as referred to in Article 710, paragraph (2), item (ii) of the Companies Act (including the cases where it is applied mutatis mutandis pursuant to Article 712 of the Companies Act as applied mutatis mutandis pursuant to Article 139-9, paragraph (8) of the Act) as applied mutatis mutandis pursuant to Article 139-9, paragraph (8) of the Act shall be the following relationships:
(i) the relationship between the person who holds voting rights exceeding 50 percent of the voting rights of all members or shareholders of a juridical person (hereinafter referred to as the "Controlling Member" in this Article) and said juridical person (hereinafter referred to as the "Controlled Juridical Person" in this Article); and
(ii) the relationship between the Controlled Juridical Person and another Controlled Juridical Person of the Controlling Member of the first-mentioned Controlled Juridical Person.
(2) In cases where the Controlling Member and its Controlled Juridical Person jointly holds voting rights exceeding 50 percent of the voting rights of all members or shareholders of another juridical person, said other juridical person shall be deemed to be the Controlled Juridical Person of said Controlling Member and the provisions of the preceding paragraph shall apply.
(Matters Decided for Calling a Meeting of Creditors of an Investment Corporation)
Article 186 The matters specified by Cabinet Office Ordinance as referred to in Article 719, item (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act shall be the following matters:
(i) the matters to be stated in the Reference Documents for a Meeting of Creditors of an Investment Corporation (meaning the Reference Documents for a Meeting of Creditors of an Investment Corporation as referred to in Article 721, paragraph (1) of the Companies Act as applied mutatis mutandis by replacing certain terms pursuant to Article 139-10, paragraph (2) of the Act; the same shall apply hereinafter) pursuant to the provisions of the following Article;
(ii) the time limit for exercising voting rights in writing (limited to the time which is before the date of the meeting of Creditors of an Investment Corporation but on or after the day on which two weeks have passed from the day when the notice under Article 720, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act has been sent);
(iii) in cases where a single Creditor of an Investment Corporation has redundantly exercised his/her voting right for a single proposal pursuant to the provisions of Article 726, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act (in cases where the matters listed in Article 719, item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act are provided for, the provisions of Article 726, paragraph (1) and Article 727, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act) and the facts of the exercise of voting right for said single proposal differ, when matters concerning the handling of such exercise of voting right by the Creditor of an Investment Corporation are provided, such matters;
(iv) when the handling provided in Article 188, paragraph (1), item (iii) is to be specified, the details of the handling;
(v) when the matters listed in Article 719, item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act are specified, the following matters:
(a) the time limit for exercising voting rights by Electromagnetic Means (limited to the time which is before the date of the meeting of Creditors of an Investment Corporation but on or after the day on which two weeks have passed from the day when the notice under Article 720, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act has been sent);
(b) when Voting Forms (meaning the Voting Forms as prescribed in Article 721, paragraph (1) of the Companies Act; the same shall apply in Article 188) are to be delivered under that paragraph as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act (including the provision of Voting Forms by Electromagnetic Means under Article 721, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act made in lieu of the delivery thereof) to the Creditors of an Investment Corporation who have given the consent under Article 720, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act, when requested by such Creditors of an Investment Corporation, such fact.
(Reference Documents for a Meeting of Creditors of an Investment Corporation)
Article 187 (1) The following matter shall be stated in the Reference Documents for a Meeting of Creditors of an Investment Corporation:
(i) the proposal and reasons for submitting the proposal; and
(ii) when the proposal is a proposal for the appointment of the representative creditor of an Investment Corporation, the following matters:
(a) the name of the candidate;
(b) the career or history of the candidate; and
(c) when the candidate has any special interest with the Investment Corporation Bonds Issuing Corporation or administrator of Investment Corporation Bonds, the summary of such facts.
(2) In addition to what is provided for in the preceding paragraph, the matters found to serve as a reference with regard to the exercise of voting rights by Creditors of an Investment Corporation may be stated in the Reference Documents for a Meeting of Creditors of an Investment Corporation.
(3) In cases where some of the matters to be stated in the Reference Documents for a meeting of Creditors of an Investment Corporation which are to be provided to Creditors of an Investment Corporation in relation to a single meeting of Creditors of an Investment Corporation are stated in other documents or are provided by Electromagnetic Means among, such matters shall not be required to be stated in the Reference Document for a meeting of Creditors of an Investment Corporation.
(4) In cases where some of the matters to be included in the contents of the Notice of Calling (meaning the notice under Article 720, paragraph (1) or (2) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act; hereinafter the same shall apply in this paragraph and paragraphs (3) and (4) of the following Article) which is to be provided to Creditors of an Investment Corporation in relation to a single meeting of Creditors of an Investment Corporation are stated in the Reference Documents for a Meeting of Creditors of an Investment Corporation, such matters shall not be required to be included in the Notice of Calling.
(Voting Forms)
Article 188 (1) The matters to be stated in the Voting Forms which are to be delivered pursuant to the provisions of Article 721, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act, or the matters to be stated in the Voting Forms which are to be provided by Electromagnetic Means pursuant to the provisions of Article 722, paragraph (1) or (2) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act shall be the following matters:
(i) a column in which the agreement or dissent (in cases of providing a column for absentation, including absentation) for each proposal is to be stated;
(ii) in cases where the matters listed in Article 186, item (iii) are specified, such matters;
(iii) in cases where the matters listed in Article 186, item (iv) are specified, when a Voting Form lacking an entry in the column under item (i) has been submitted to the Convener (meaning the Convener defined in Article 719 of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act; the same shall apply in the following paragraph), the details of the handling of such Voting Form as to whether it is an indication of manifestation of agreement, dissent, or abstention, for each proposal;
(iv) the time limit for exercising the voting rights; and
(v) the names of the Creditors of an Investment Corporation who are to exercise voting rights as well as the number of exercisable voting rights.
(2) In cases where the matters listed in Article 186, item (v), sub-item (b) are provided for, a Convener shall, when requested by the Creditors of an Investment Corporation who have given the consent under Article 720, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act, deliver Voting Forms under Article 721, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act (including the provision of Voting Forms by Electromagnetic Means under Article 721, paragraph (2) of the Companies Act made in lieu of the delivery thereof) to such Creditors of an Investment Corporation.
(3) In cases where some of the matters (limited to the matters listed in paragraph (1), items (ii) to (iv) inclusive) to be stated in the Voting Forms which are to be provided to Creditors of an Investment Corporation in relation to a single meeting of Creditors of an Investment Corporation are included in the Notice of Calling, such matters shall not be required to be stated in the Voting Form which is to be provided to Creditors of an Investment Corporation.
(4) In cases where some of the matters to be included in the Notice of Calling which is to be provided to Creditors of an Investment Corporation in relation to a single meeting of Creditors of an Investment Corporation are stated in the Voting Form, such matters shall not be required to be included in the Notice of Calling which is to be provided to the Creditors of an Investment Corporation.
(Time Limit for Exercising Voting Rights in Writing)
Article 189 The time specified by Cabinet Office Ordinance as referred to in Article 726, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act shall be the time limit for exercising voting rights provided in Article 186, item (ii).
(Time Limit for Exercising Voting Rights by Electromagnetic Means)
Article 190 The time specified by Cabinet Office Ordinance as referred to in Article 727, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act shall be the time limit for exercising voting rights provided in Article 186, item (v), sub-item (a).
(Minutes of a Meeting of Creditors of an Investment Corporation)
Article 191 (1) The preparation of minutes of a meeting of Creditors of an Investment Corporation under Article 731, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act shall be as provided in this Article.
(2) The minutes of a meeting of Creditors of an Investment Corporation shall be prepared in writing or in the form of an Electromagnetic Record.
(3) The minutes of a meeting of Creditors of an Investment Corporation shall include the following matters:
(i) the date and time on which and the place where the meeting of Creditors of an Investment Corporation was held;
(ii) the outline and results of the proceedings of the meeting of Creditors of an Investment Corporation;
(iii) when there are any opinions stated at the meeting of Creditors of an Investment Corporation pursuant to Article 729, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 139-10, paragraph (2) of the Act, the summary of the contents of such opinions;
(iv) the names of the representative person of the Investment Corporation Bonds Issuing Corporation or administrator of Investment Corporation Bonds thereof that attended the meeting of Creditors of an Investment Corporation;
(v) when a chairperson of the meeting of Creditors of an Investment Corporation is in place, the name of said chairperson; and
(vi) the name(s) of the person(s) that performed the duties related to the preparation of minutes.
(Requirements for Issuance of Short-Term Investment Corporation Bonds)
Article 192 (1) The purpose specified by Cabinet Office Ordinance as referred to in Article 139-13, item (i), sub-item (a) of the Act shall be as follows:
(i) procurement of funds necessary for the acquisition of Specified Assets (limited to the assets listed in the items of Article 98-2 of the Order; the same shall apply in item (i) of the following paragraph);
(ii) procurement of funds necessary for the repairment of the following real property (limited to those with urgent necessity due to accidents, disasters or any other reasons):
(a) the real property held by an Investment Corporation;
(b) the real property belonging to the trust property pertaining to the beneficial interest of a trust prescribed in Article 98-2, item (ii) of the Order held by an Investment Corporation;
(iii) procurement of funds necessary for refunding the security deposit or deposit to the lessee of the real property set forth in sub-item (a) or (b) of the preceding item; and
(iv) in cases of procuring funds by issuing Investment Securities or Investment Corporation Bonds, procurement of funds necessary by the time of such issuance.
(2) The requirements specified by Cabinet Office Ordinance as referred to in Article 139-13, item (i), sub-item (c) of the Act shall be as follows:
(i) that, in cases of issuing Short-Term Investment Corporation Bonds for the purpose set forth in item (i) of the preceding paragraph, a contract for the acquisition of Specified Assets set forth in that item is or is fully expected to be concluded;
(ii) that, in cases of issuing Short-Term Investment Corporation Bonds for the purpose set forth in item (ii) of the preceding paragraph, a contract for the repairment of the real property set forth in that item is or is fully expected to be concluded;
(iii) that, in cases of issuing Short-Term Investment Corporation Bonds for the purpose set forth in item (iii) of the preceding paragraph, the lease contract is fully expected to terminate; and
(iv) that, in cases of issuing Short-Term Investment Corporation Bonds for the purpose set forth in item (iv) of the preceding paragraph, with regard to the redemption of principal, a fixed due date that comes in less than six months from the day of payment of the total amount of the Short-Term Investment Corporation Bonds is provided.
(3) The cases specified by Cabinet Office Ordinance as referred to in Article 139-13, item (ii) of the Act shall be cases listed in the following items:
(i) cases where any of the Specified Short-Term Investment Corporation Bonds (meaning Short-Term Investment Corporation Bonds of which the redemption shall be made by the funds procured by the issuance of Short-Term Investment Corporation Bonds planned to be issued; hereinafter the same shall apply in this Article) have been issued for the purposes set forth in paragraph (1), items (i) to (iii) inclusive, and with regard to the redemption of principal of the Short-Term Investment Corporation Bonds planned to be issued, a fixed due date that comes in less than one year from the day of payment of total amount of the relevant Specified Short-Term Investment Corporation Bonds is provided; or
(ii) cases where any of the Specified Short-Term Investment Corporation Bonds have been issued for the purpose set forth in paragraph (1), item (iv), and with regard to the redemption of principal of the Short-Term Investment Corporation Bonds planned to be issued, a fixed due date that comes in less than six months from the day of payment of the total amount of the relevant Specified Short-Term Investment Corporation is provided.
(4) In the case referred to in the preceding paragraph, the Short-Term Investment Corporation Bonds of which the redemption shall be made by the funds procured by the issuance of Specified Short-Term Investment Corporation Bonds (including Short-Term Investment Corporation Bonds deemed to be Specified Short-Term Investment Corporation Bonds pursuant to this paragraph) shall be deemed to be Specified Short-Term Investment Corporation Bonds.
(Matters Subject to Prior Disclosure by an Investment Corporation Extinguished in an Absorption-Type Merger)
Article 193 (1) The matters specified by Cabinet Office Ordinance as referred to in Article 149, paragraph (1) of the Act shall be the following matters:
(i) Matters Concerning the Adequacy of Consideration for Merger;
(ii) Matters That Will Serve as a Reference With Regard to the Consideration for Merger;
(iii) Matters Related to Financial Statements, etc.;
(iv) matters related to the prospective performance of obligations of the Investment Corporation Surviving an Absorption-Type Merger (limited to the obligations which the Investment Corporation Surviving an Absorption-Type Merger bears against creditors that may state their objections to the absorption-type merger pursuant to Article 149-4, paragraph (1) of the Act) on or after the day on which the absorption-type merger becomes effective; and
(v) when any changes to the matters listed in the preceding items have occurred after the Day of Commencement of Keeping an Absorption-Type Merger Agreement, etc. (meaning the earliest of the days listed in the items of Article 149, paragraph (1) of the Act; the same shall apply in paragraph (5)), the matters after the change.
(2) The term "Consideration for Merger" as used in this Article means Investment Equity of an Investment Corporation Surviving an Absorption-Type Merger or money to be delivered by the Investment Corporation Surviving an Absorption-Type Merger to the Investors of an Investment Corporation Extinguished in an Absorption-Type Merger in lieu of the Investment Equity thereof.
(3) The term "Matters Concerning the Adequacy of Consideration for Merger" as used in paragraph (1), item (i) means the matters related to the adequacy of the provisions on the following matters and the matters set forth in Article 147, paragraph (1), items (ii) and (iii) of the Act (in cases where there is no such provisions, the adequacy of the lack of such provisions):
(i) the matters related to the adequacy of the Total (meaning the total number of units of Investment Equity and total amount of money) of the Consideration for Merger;
(ii) when the Investment Corporation Surviving an Absorption-Type Merger and Investment Corporation Extinguished in an Absorption-Type Merger has an Under Common Control Relationship (meaning the Under Common Control Relationship as prescribed in Article 2, paragraph (2), item (iv) of the Ordinance on Accountings of Investment Corporations; hereinafter the same shall apply in this item), the matters heeded not to harm the interests of the Investors of the Investment Corporation Extinguished in an Absorption-Type Merger (excluding Investors that have an Under Common Control Relationship with the Investment Corporation Extinguished in an Absorption-Type Merger) (in cases such matters to not exist, such fact);
(iii) in cases where money is chosen as the Consideration for Merger, the reason therefor.
(4) The term "Matters That Will Serve as a Reference With Regard to the Consideration for Merger" as used in paragraph (1), item (ii) means the following matters and any other matters equivalent thereto (in cases where all the Investors of the Investment Corporation Extinguished in an Absorption-Type Merger have given their consent not to state or record all or part of the such matters in the documents or Electromagnetic Records provided in Article 149, paragraph (1) of the Act, excluding the matters with such consent):
(i) the provisions of the certificate of incorporation of the relevant Investment Corporation Surviving an Absorption-Type Merger;
(ii) the following matters, and any other matters related to the method of realization of Investment Equity to be delivered as the Consideration for Merger:
(a) the market on which the relevant Investment Equity is to be traded;
(b) the person who provides the intermediary, brokerage, or agency service for the transactions of the relevant Investment Equity; and
(iii) when there are any market prices for the Investment Equity to be delivered as the Consideration for Merger, matters related to such price.
(5) The term "Matters Related to Financial Statements, etc." as used in paragraph (1), item (iii) means the following matters:
(i) the following matters with regard to an Investment Corporation Surviving an Absorption-Type Merger:
(a) the contents of the financial statements, asset investment reports, and statements related to the distribution of money pertaining to the Latest Business Period (meaning, in cases where the approval under Article 131, paragraph (2) of the Act is obtained for the Financial Statements (meaning the financial statements as prescribed in Article 129, paragraph (2) of the Act; the same shall apply hereinafter), asset investment reports, and statements related to distribution of money, as well as the annexed detailed statements thereof for each Business Period, the latest among such each Business Period; the same shall apply hereinafter) (in cases where there is no Latest Business Period, the balance sheet as of the day of establishment of the Investment Corporation Surviving an Absorption-Type Merger);
(b) when disposition of important property, assumption of a material obligation has been made, or any other event that may have a significant influence on the status of the property of the Investment Corporation has occurred after the last day of the Latest Business Period (in cases where there is no Latest Business Period, the day of establishment of the Investment Corporation Surviving an Absorption-Type Merger), the details thereof (in cases where the Latest Business Period is to be replaced with a New Latest Business Period during the period from the Day of Commencement of Keeping Absorption-Type Merger Agreement, etc. by the day on which the Absorption-Type Merger becomes effective, limited to the details of events occurred after the last day of said New Latest Business Period);
(ii) the following matters with regard to an Investment Corporation Extinguished in an Absorption-Type Merger:
(a) when disposition of important property, assumption of a material obligation has been made, or any other event that may have a significant influence on the status of the property of the Investment Corporation has occurred to the Investment Corporation Extinguished in an Absorption-Type Merger after the last day of the Latest Business Period (in cases where there is no Latest Business Period, the day of establishment of the Investment Corporation Extinguished in an Absorption-Type Merger), the details thereof (in cases where the Latest Business Period is to be replaced with a New Latest Business Period during the period from the Day of Commencement of Keeping Absorption-Type Merger Agreement, etc. by the day on which the Absorption-Type Merger becomes effective, limited to the details of events occurred after the last day of said New Latest Business Period);
(b) when there is no Latest Business Period in regard to an Investment Corporation Extinguished in an Absorption-Type Merger, the balance sheet as of the day of establishment of the Investment Corporation Extinguished in an Absorption-Type Merger.
(Matters Subject to Prior Disclosure by an Investment Corporation Extinguished in an Absorption-Type Merger)
Article 194 The matters specified by Cabinet Office Ordinance as referred to in Article 149-6, paragraph (1) of the Act shall be the following matters:
(i) the matters related to the adequacy of the provisions (in cases where there is no such provisions, the adequacy of lack of such provisions) on the matters listed in Article 147, paragraph (1), items (ii) and (iii) of the Act:
(ii) the following matters with regard to an Investment Corporation Extinguished in an Absorption-Type Merger:
(a) the details of the financial statements, asset investment reports and statements related to the distribution of money pertaining to the Latest Business Period (in cases where there is no Latest Business Period, the balance sheet as of the day of establishment of the Investment Corporation Extinguished in an Absorption-Type Merger);
(b) when disposition of important property, assumption of a material obligation has been made, or any other event that may have a significant influence on the status of the property of the Investment Corporation has occurred after the last day of the Latest Business Period (in cases where there is no Latest Business Period, the day of establishment of the Investment Corporation Extinguished in an Absorption-Type Merger), the details thereof (in cases where the Latest Business Period is to be replaced with a New Latest Business Period during the period from the Day of Commencement of Keeping Absorption-Type Merger Agreement, etc. (meaning the earliest of the days listed in the items of Article 149-6, paragraph (1) of the Act; the same shall apply in sub-item (a) of the following item and item (v)) by the day on which the absorption-type merger becomes effective, limited to the details of events occurred after the last day of said New Latest Business Period);
(iii) the following matters with regard to an Investment Corporation Surviving an Absorption-Type Merger:
(a) when disposition of important property, assumption of a material obligation has been made, or any other event that may have a significant influence on the status of the property of the Investment Corporation has occurred to the Investment Corporation Surviving an Absorption-Type Merger after the last day of the Latest Business Period (in cases where there is no Latest Business Period, the day of establishment of the Investment Corporation Surviving an Absorption-Type Merger), the details thereof (in cases where the Latest Business Period is to be replaced with a New Latest Business Period during the period from the Day of Commencement of Keeping Absorption-Type Merger Agreement, etc. by the day on which the Absorption-Type Merger becomes effective, limited to the details of events occurred after the last day of said New Latest Business Period);
(b) when there is no Latest Business Period in regard to an Investment Corporation Extinguished in an Absorption-Type Merger, the balance sheet as of the day of establishment of the Investment Corporation Extinguished in an Absorption-Type Merger.
(iv) the matters related to the prospective performance of obligations of the Investment Corporation Surviving an Absorption-Type Merger (limited to the obligations which the Investment Corporation Surviving an Absorption-Type Merger bears against creditors that may state their objections to the absorption-type merger pursuant to Article 149-4, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 149-9 of the Act) on or after the day on which the absorption-type merger becomes effective; and
(v) when any changes to the matters listed in the preceding items have occurred within the period from the Day of Commencement of Keeping an Absorption-Type Merger Agreement, etc. by the day on which the absorption-type merger becomes effective, the matters after the change.
(Matters Subject to Ex-Post Facto Disclosure by an Investment Corporation Surviving an Absorption-Type Merger)
Article 195 The matters specified by Cabinet Office Ordinance as referred to in Article 149-10, paragraph (1) of the Act shall be the following matters:
(i) the day on which the absorption-type merger has become effective;
(ii) the progress of the procedures in regard to the Investment Corporation Extinguished in an Absorption-Type Merger pursuant to the provisions of Article 149-3 and Article 149-4 of the Act;
(iii) the progress of the procedures in regard to the Investment Corporation Surviving an Absorption-Type Merger pursuant to the provisions of Article 149-8 of the Act, and Article 149-4 of the Act as applied mutatis mutandis pursuant to Article 149-9 of the Act;
(iv) the matters related to the important rights and obligations which the Investment Corporation Surviving an Absorption-Type Merger has succeeded to from the Investment Corporation Extinguished in an Absorption-Type Merger as a result of the absorption-type merger;
(v) the matters stated or recorded in the documents or Electromagnetic Record kept by the Investment Corporation Extinguished in an Absorption-Type Merger pursuant to the provisions of Article 149, paragraph (1) of the Act (excluding the contents of the absorption-type merger agreement);
(vi) the day on which the changes under Article 169, paragraph (1) of the Act was registered; and
(vii) in addition to what is listed in the preceding items, important matters related to the absorption-type merger.
(Matters Subject to Prior Disclosure by Investment Corporation Extinguished in a Consolidation-Type Merger)
Article 196 The matters specified by Cabinet Office Ordinance as referred to in Article 149-11, paragraph (1) of the Act shall be the following matters:
(i) the matters related to the adequacy of the provisions on the matters listed in Article 148, paragraph (1), items (v) and (vi) of the Act;
(ii) the following matters with regard to another Investment Corporation Extinguished in a Consolidation-Type Merger:
(a) the details of the financial statements, asset investment reports, and statements related to the distribution of money pertaining to the Latest Business Period (in cases where there is no Latest Business Period, the balance sheet as of the day of establishment of another Investment Corporation Extinguished in a Consolidation-Type Merger);
(b) when disposition of important property, assumption of a material obligation has been made, or any other event that may have a significant influence on the status of the property of the Investment Corporation has occurred to another Investment Corporation Extinguished in a Consolidation-Type Merger after the last day of the Latest Business Period (in cases where there is no Latest Business Period, the day of establishment of the Investment Corporation Surviving an Absorption-Type Merger), the details thereof (in cases where the Latest Business Period is to be replaced with a New Latest Business Period during the period from the Day of Commencement of Keeping Consolidation-Type Merger Agreement, etc. (meaning the latest of the days listed in the items of Article 149-11, paragraph (1) of the Act; the same shall apply in sub-item (a) of the following item and item (v)) by the day on which the Consolidation-Type Merger becomes effective, limited to the details of events occurred after the last day of said New Latest Business Period);
(iii) the following matters with regard to the relevant Investment Corporation Extinguished in a Consolidation-Type Merger:
(a) when disposition of important property, assumption of a material obligation has been made, or any other event that may have a significant influence on the status of the property of the Investment Corporation has occurred to the relevant Investment Corporation Extinguished in a Consolidation-Type Merger after the last day of the Latest Business Period (in cases where there is no Latest Business Period, the day of establishment of the Investment Corporation Extinguished in a Consolidation-Type Merger), the details thereof (in cases where the Latest Business Period is to be replaced with a New Latest Business Period during the period from the Day of Commencement of Keeping Consolidation-Type Merger Agreement, etc. by the day on which the Consolidation-Type Merger becomes effective, limited to the details of events occurred after the last day of said New Latest Business Period);
(b) when there is no Latest Business Period in regard to the relevant Investment Corporation Extinguished in a Consolidation-Type Merger, the balance sheet as of the day of establishment of said Investment Corporation Extinguished in a Consolidation-Type Merger.
(iv) the matters related to the prospective performance of obligations of the Investment Corporation Established in a Consolidation-Type Merger (excluding obligations to be succeeded to from another Investment Corporation Extinguished in a Consolidation-Type Merger) on or after the day on which the consolidation-type merger becomes effective;
(v) when any changes to the matters listed in the preceding items have occurred after the Day of Commencement of Keeping a Consolidation-Type Merger Agreement, etc., the matters after the change.
(Matters to be Prepared by an Investment Corporation Established in a Consolidation-Type Merger)
Article 197 The matters specified by Cabinet Office Ordinance as referred to in Article 149-16, paragraph (1) of the Act shall be the following matters:
(i) the day on which the consolidation-type merger has become effective;
(ii) the progress of the procedures under the provisions of Article 149-13 of the Act, and Article 149-4 of the Act as applied mutatis mutandis pursuant to Article 149-14 of the Act;
(iii) the matters related to the important rights and obligations which the Investment Corporation Established in a Consolidation-Type Merger has succeeded to from the Investment Corporation Extinguished in a Consolidation-Type Merger as a result of the consolidation-type merger; and
(iv) in addition to what is listed in the preceding three items, important matters related to the consolidation-type merger.
(Matters Subject to Ex-Post Facto Disclosure by an Investment Corporation Established in a Consolidation-Type Merger)
Article 198 The matters specified by Cabinet Office Ordinance as referred to in Article 149-16, paragraph (2) of the Act shall be the matters stated or recorded in the documents or Electromagnetic Record kept by an Investment Corporation Extinguished in a Consolidation-Type Merger pursuant to the provisions of Article 149-11, paragraph (1) of the Act (excluding the contents of the Consolidation-Type Merger Agreement).
(Method of Processing Fractions of Investment Equity)
Article 199 The methods specified by Cabinet Office Ordinance as referred to in Article 149-17, paragraph (1) of the Act shall be the methods specified in the following items according to the category of Investment Equity listed in the respective items:
(i) Investment Equity of which the Investment Securities are Securities listed on a Financial Instruments Exchange: sales through the transactions conducted on a Financial Instruments Exchange Market;
(ii) Investment Equity of which the Investment Securities are Over-the-Counter Traded Securities: sales through the transactions conducted on an Over-the-Counter Securities Market; and
(iii) Investment Equity other than those listed in the preceding two items: sales at a fair and reasonable price in light of the amount of net assets of the Investment Corporation which issues the relevant Investment Equity.
(Persons Likely to Hinder the Performance of Duties of a Liquidation Supervisor)
Article 200 The persons specified by Cabinet Office Ordinance as being likely to hinder the performance of duties of a liquidation supervisor as referred to in Article 100, item (vi) of the Act as applied mutatis mutandis pursuant to Article 151, paragraph (6) of the Act shall be the following persons:
(i) the persons listed in the items of Article 164;
(ii) the relatives of the operating liquidator(s) of the relevant Investment Corporation in Liquidation (meaning the Investment Corporation in Liquidation as prescribed in Article 150-3 of the Act; the same shall apply hereinafter);
(iii) an officer(s) or employee(s) of the juridical person whose voting rights exceeding 50 percent of the Voting Rights Held by All the Shareholders are held by an organizer, officers of the juridical person that is an organizer (including persons who were officers within the past two years), corporate officer(s) and operating liquidator(s) of the relevant Investment Corporation in Liquidation, or persons who have held one or more of such position (excluding persons falling under the category of person referred to in Article 100, item (iii) of the Act as applied mutatis mutandis pursuant to Article 151, paragraph (6) of the Act);
(iv) a person who is continuously receiving remuneration from an operating liquidator of the relevant Investment Corporation in Liquidation;
(v) a person who receives the provision of office or funds without charge or for a consideration lower than the ordinary market price or any other special economic benefits from an operating liquidator of the relevant Investment Corporation in Liquidation;
(vi) an officer(s) or employee(s) of the juridical person whose majority of directors, executive officers, or directors or executive officers who have the right to represent, consists of officers or persons who were officers within the past two year of the juridical person who is an organizer of the relevant Investment Corporation in Liquidation, corporate officers and operating liquidators thereof, or a person who has held one or more of such position;
(vii) an officer(s) or employee(s) of a juridical person for which the operating liquidator of the relevant Investment Corporation in Liquidation is an officer or was an officer within the past two years thereof, or of the Subsidiary Company of said juridical person, or a person who has held one or more of such position (excluding persons falling under the category of persons referred to in the preceding item, and Article 100, item (iii) of the Act as applied mutatis mutandis pursuant to Article 151, paragraph (6) of the Act);
(viii) an officer(s) or employee(s) of the Financial Services Provider, etc. or Financial Instruments Intermediary Service Provider that has been entrusted with the solicitation of persons to subscribe for Investment Corporation Bonds issued by the relevant Investment Corporation in Liquidation, or of the Subsidiary Company thereof, a Financial Instruments Intermediary Service Provider that is an individual, or a person who has held one or more of such position; and
(ix) the spouse of the person who falls under any of the category of persons prescribed in item (iii) to the preceding item inclusive.
(Determination of the Amount of Remuneration for Operating Liquidators, etc.)
Article 201 The Competent Director-General of Local Finance Bureau, etc. (meaning the Director-General of a Local Finance Bureau who has jurisdiction over the location of the head office of the Investment Corporation (in cases where the location is within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, the Director-General of the Fukuoka Local Finance Branch Bureau); the same shall apply hereinafter) shall fix the amount of remuneration under the provisions of Article 154, paragraph (2) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 154-2, paragraph (2) of the Act), after hearing the opinions of the operating liquidator(s) and liquidation supervisor(s).
(Subject of the Investigation by Liquidation Supervisors)
Article 202 The items specified by Cabinet Office Ordinance as referred to in Article 384 of the Companies Act as applied mutatis mutandis pursuant to Article 154-2, paragraph (2) of the Act shall be Electromagnetic Records and any other materials.
(Minutes of Board of Liquidators Meeting)
Article 203 (1) The preparation of minutes of a board of liquidators meeting under Article 369, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 154-3, paragraph (2) of the Act shall be as provided in this Article.
(2) The minutes of a board of liquidators meeting shall be prepared in writing or in the form of an Electromagnetic Record.
(3) The minutes of a board of liquidators meeting shall include the following matters:
(i) the date and time on which and place where the board of liquidators meeting was held (in cases where operating liquidators, liquidation supervisor, or accounting auditors who were not present at said place have attended the board of liquidators meeting, the method of such attendance shall be included);
(ii) when the board of liquidators meeting falls under any of the following category, such fact:
(a) a board of liquidators meeting called upon the request of operating liquidators under Article 113, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 154-3, paragraph (2) of the Act;
(b) a board of liquidators meeting called upon the request of liquidation supervisors under Article 113, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 154-3, paragraph (2) of the Act;
(c) a board of liquidators meeting called by the operating liquidators or liquidation supervisors pursuant to the provisions of Article 113, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 154-3, paragraph (2) of the Act;
(iii) the outline and results of the proceedings of the board of liquidators meeting;
(iv) when there are operating liquidators or liquidation supervisors with special interest with regard to the matters required to be resolved, the names thereof;
(v) the name(s) of the accounting auditor(s) that attended the board of liquidators meeting; and
(vi) when a chairperson of the board of liquidators meeting is in place, the name of said chairperson.
(Prices of the Residual Assets In Cases Where Right to Demand Distribution of Money is to be Exercised)
Article 204 (1) The methods specified by Cabinet Office Ordinance as referred to in Article 505, paragraph (3), item (i) of the Companies Act as applied mutatis mutandis pursuant to Article 158, paragraph (3) of the Act shall be the method whereby the higher of the following amounts shall be treated as the price of residual assets prescribed in that item:
(i) the closing price of the relevant residual assets on the market in which said residual assets are traded, as of the last day of the period set forth in Article 505, paragraph (1), item (i) of the Companies Act as applied mutatis mutandis pursuant to Article 158, paragraph (3) of the Act (hereinafter referred to as the "Expiration Date" in this paragraph) (in cases where no sale and purchase transaction has been made on the relevant Expiration Date, or the relevant Expiration Date falls under the non-business day of the relevant market, the concluded price of the first sale and purchase transaction conducted after the relevant Expiration Date); or
(ii) when the relevant residual assets are subject to Tender Offer, etc. (meaning the tender offer as prescribed in Article 27-2, paragraph (6) of the Financial Instruments and Exchange Act (including the cases where it is applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of that Act), and systems equivalent thereto based on laws and regulations of a foreign state) as of the Expiration Date, the price of the relevant residual assets in the contract for Tender Offer, etc. as of the relevant Expiration Date.
(2) With regard to the application of the provisions of item (i) of the preceding paragraph in cases where the second sentence of Article 505, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 158, paragraph (3) of the Act apply pursuant to the provisions of Article 506 of the Companies Act as applied mutatis mutandis pursuant to Article 158, paragraph (3) of the Act, the phrase "the last day of the period set forth in Article 505, paragraph (1), item (i) of the Companies Act as applied mutatis mutandis pursuant to Article 158, paragraph (3) of the Act" in item (i) of the preceding paragraph shall be deemed to be replaced with "the day on which the residual assets shall be distributed."
(Amount of Total Assets)
Article 205 The methods specified by Cabinet Office Ordinance as referred to in Article 536, paragraph (1), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act shall be the method whereby the amount recorded in the assets section in the balance sheet prepared pursuant to the provisions of Article 155, paragraph (1) of the Act is treated as the amount of total assets.
(Matters Decided for Calling a Creditors Meeting)
Article 206 The matters specified by Cabinet Office Ordinance as referred to in Article 548, paragraph (1), item (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act shall be the following matters:
(i) the matters to be stated in the Reference Documents for Creditors' Meeting (meaning the Reference Documents for Creditors' Meeting defined in Article 550, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act; the same shall apply hereinafter) pursuant to the following Article (excluding matters listed in paragraph (1), item (i) of the following Article);
(ii) the time limit for exercising voting rights in writing (limited to the time which is before the date of Creditors' Meeting (meaning the meeting of creditors to which the provisions of Part II, Chapter IX, Section 2, Subsection 8 of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act apply; the same shall apply hereinafter) but after the day on which two weeks have passed from the day when the notice under Article 549, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act was sent);
(iii) in cases where a single agreement claim creditor has redundantly exercised his/her voting right for a single proposal pursuant to the provisions of Article 556, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act (in cases where the matters listed in Article 548, paragraph (1), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act are provided for, the provisions of Article 556, paragraph (1) or Article 557, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act), and the facts of the exercise of voting right for said single proposal differ, if matters related to the handling of such exercise of voting right by the beneficiary are provided, such matters;
(iv) when the handling provided in Article 208, paragraph (1), item (iii) is to be specified, the details of the handling;
(v) when the matters listed in Article 548, paragraph (1), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act are specified, the following matters:
(a) the time limit for exercising voting rights by Electromagnetic Means (limited to the time which is before the date of Creditors' Meeting but after the day on which two weeks have passed from the day when the notice under Article 549, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act was sent);
(b) when Voting Forms (meaning the Voting Forms as prescribed in Article 550, paragraph (1) of the Companies Act; the same shall apply in Article 208) are to be delivered under that paragraph as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act (including the provision of Voting Forms by Electromagnetic Means under Article 550, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act made in lieu of the delivery thereof) to the Agreement Claim Creditor (meaning the agreement claim creditor defined in Article 517, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act; the same shall apply hereinafter) who has given the consent under Article 549, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act, when requested by such Agreement Claim Creditor, such fact.
(Reference Documents for a Creditors' Meeting)
Article 207 (1) The following matter shall be stated in the Reference Documents for a Creditors' Meeting:
(i) the matters specified pursuant to the provisions of Article 548, paragraph (2) or (3) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act with regard to the Agreement Claim (meaning the agreement claim defined in Article 515, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act) held by the Agreement Claim Creditor that is to receive the delivery of the relevant Reference Documents for a Creditors' Meeting; and
(ii) the proposal.
(2) In addition to what is provided for in the preceding paragraph, the matters found to serve as a reference with regard to the exercise of voting rights by Agreement Claim Creditors may be stated in the Reference Documents for a Creditors' Meeting.
(3) In cases where some of the matters to be stated in the Reference Documents for a Creditors' Meeting (limited to the matters set forth in paragraph (1), item (ii)) which are to be provided to Agreement Claim Creditors in relation to a single Creditors' Meeting are stated in other documents or provided by Electromagnetic Means, such matters shall not be required to be stated in the Reference Document for a Creditors' Meeting.
(4) In cases where some of the matters to be included in the Notice of Calling (meaning the notice under Article 549, paragraph (1) or (2) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act; hereinafter the same shall apply in this paragraph and paragraphs (3) and (4) of the following Article) which are to be provided to Agreement Claim Creditors in relation to a single Creditors' Meeting are stated in the Reference Documents for a Creditors' Meeting, such matters shall not be required to be included in the Notice of Calling.
(Voting Forms)
Article 208 (1) The matters to be stated in the Voting Forms which are to be delivered pursuant to the provisions of Article 550, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act, or the matters to be stated in the Voting Forms which are to be provided by Electromagnetic Means pursuant to the provisions of Article 551, paragraph (1) or (2) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act shall be the following matters:
(i) a column in which the approval or disapproval (in cases of providing a column for absentation, including absentation) to each proposal is to be stated;
(ii) in cases where the matters listed in Article 206, item (iii) are specified, such matters;
(iii) in cases where the matters listed in Article 206, item (iv) are specified, when a Voting Form lacking an entry in the column under item (i) has been submitted to the Convener (meaning the Convener defined in Article 548, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act; the same shall apply in the following paragraph), the details of the handling of such Voting Form as to whether it is an indication of manifestation of agreement, dissent, or abstention, for each proposal;
(iv) the time limit for exercising the voting rights; and
(v) the name(s) of the Agreement Claim Creditor(s) who is to exercise voting rights as well as the matters specified pursuant to the provisions of Article 548, paragraph (2) or (3) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act with regard to such Agreement Claim Creditors.
(2) In cases where the matters listed in Article 206, item (v), sub-item (b) are provided for, a Convener shall, when requested by the Agreement Claim Creditor who has given the consent under Article 549, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act, deliver Voting Forms under Article 550, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act (including the provision of Voting Forms by Electromagnetic Means under Article 550, paragraph (2) of the Companies Act made in lieu of the delivery thereof) to such Agreement Claim Creditor.
(3) In cases where some of the matters to be included in the Notice of Calling which is to be provided to Agreement Claim Creditors in relation to a single Creditors' Meeting are stated in the Voting Form, such matters shall not be required to be included in the Notice of Calling.
(4) In cases where some of the matters (limited to the matters listed in paragraph (1), items (ii) to (iv) inclusive) to be stated in the Voting Forms which are to be provided to Agreement Claim Creditors in relation to a single Creditors' Meeting are included in the Notice of Calling, such matters shall not be required to be stated in the Voting Form.
(Time Limit for Exercising Voting Rights in Writing)
Article 209 The time specified by Cabinet Office Ordinance as referred to in Article 556, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act shall be the time limit for exercising voting rights provided in Article 206, item (ii).
(Time Limit for Exercising Voting Rights by Electromagnetic Means)
Article 210 The time specified by Cabinet Office Ordinance as referred to in Article 557, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act shall be the time limit for exercising voting rights provided in Article 206, item (v), sub-item (a).
(Minutes of a Creditors' Meeting)
Article 211 (1) The preparation of minutes of a Creditors' Meeting under Article 561of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act shall be as provided in this Article.
(2) The minutes of a Creditors' Meeting shall be prepared in writing or in the form of an Electromagnetic Record.
(3) The minutes of a Creditors' Meeting shall include the following matters:
(i) the date and time on which and the place where the Creditors' Meeting was held;
(ii) the outline and results of the proceedings at the Creditors' Meeting;
(iii) when there are any opinions stated at the Creditors' Meeting pursuant to Article 559 of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act, the summary of the contents of such opinions;
(iv) when reports or statement of opinions against the Creditors' Meeting has been made pursuant to the provisions of Article 562 of the Companies Act as applied mutatis mutandis pursuant to Article 164, paragraph (4) of the Act, the summary of the contents of such reports or opinions;
(v) the name(s) of the operating liquidator(s) that attended the Creditors' Meeting;
(vi) when a chairperson of the Creditors' Meeting is in place, the name of said chairperson; and
(vii) the name(s) of the person(s) that performed the duties concerning the preparation of minutes.
(Procedures for the Calculation of the Amount of Remuneration for Inspectors, etc.)
Article 212 The Competent Director-General of Local Finance Bureau, etc. shall fix the amount of remuneration under Article 154, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 183 of the Act, after hearing the opinions of the persons specified in the following items according to the category of persons listed in the respective items:
(i) inspector: corporate officers and supervisory officers (in cases of an Investment Corporation in Liquidation, operating liquidators and liquidation supervisors);
(ii) persons who are to temporarily perform the duties of a corporate officer or supervisory officer: corporate officers and supervisory officers; and
(iii) persons who are to temporarily perform the duties of an operating liquidator or liquidation supervisor, and appraiser: operating liquidators and liquidation supervisors.
Section 2 Registration, etc. of Investment Corporations
(Application Procedure for Registration of Investment Corporations)
Article 213 An Investment Corporation that intends to obtain the registration under Article 187 of the Act shall submit a written application prepared using appended form No. 9 to the Competent Director-General of Local Finance Bureau, etc. with two copies of the written application and one copy of the documents set forth in Article 188, paragraph (2) of the Act attached thereto.
(Matters to be Stated in the Written Application for Registration of Investment Corporations)
Article 214 The matters specified by Cabinet Office Ordinance as referred to in Article 188, paragraph (1), item (vii) of the Act shall be the following matters:
(i) the date on which the notification for the establishment of an Investment Corporation was accepted and the acceptance number;
(ii) the date of establishment of the Investment Corporation;
(iii) the total amount of investments, total number of units of Investment Equity, and the number of Investors at the time of establishment of the Investment Corporation;
(iv) the names and addresses of major Investors;
(v) when the corporate officer or supervisory officer is engaged in the service of another juridical person, or is conducting business, the name(s) of the relevant corporate officer(s) or supervisory officer(s), his/her title at said other juridical person, and the trade name or name and type of service of said other juridical person, or the type of said business;
(vi) the name and address of the institution handling payments;
(vii) the name, address, and history of the Administrative Agent;
(viii) the outline of the entrustment contract for affairs which has been concluded with the Administrative Agent; and
(ix) when an organizational meeting has been held, the date of the organizational meeting and the reasons for the holding.
(Documents to be Attached to Written Application for Registration of Investment Corporations)
Article 215 The documents specified by Cabinet Office Ordinance as referred to in Article 188, paragraph (2), item (iv) of the Act shall be the following documents (in cases of documents certified by public agencies, limited to those prepared within three months before the date of application):
(i) the certificate of incorporation;
(ii) a certificate of registered matters of the Investment Corporation;
(iii) a certificate for the custody of paid money by the institution handling payments;
(iv) extracts of residence certificates of the corporate officer(s) and supervisory officers (in cases where the relevant corporate officer(s) or supervisory officers is a foreign person and has a residence in Japan, a copy of the Residence Card, a copy of the Special Permanent Resident Certificate, or an extract of the residence certificate), or substitute documents therefor;
(v) certificates issued by a public agency providing to the effect that the corporate officer(s) and supervisory officers do not fall under the category of persons listed in Article 98, items (ii) and (iii) of the Act (excluding cases where the relevant corporate officer(s) or supervisory officers is a foreign person);
(vi) a document pledging that the corporate officer(s) does not fall under any of the category of persons listed in Article 98, items (iv) and (v) of the Act (in cases where the relevant corporate officer(s) is a foreign person, items (ii) to (v) inclusive of that Article) which has been prepared using appended form No. 10;
(vii) a document pledging that the supervisory officers do not fall under any of the category of persons listed in Article 100, items (i) to (v) inclusive of the Act (excluding Article 98, items (ii) and (iii) of the Act based on the provisions of Article 100, item (i) of the Act), and the items of Article 164 of this Cabinet Office Ordinance (in cases where the relevant supervisory officer(s) is a foreign person, Article 100, items (i) to (v) inclusive of the Act and the items of Article 164 of this Cabinet Office Ordinance) which has been prepared using appended form No. 11;
(viii) a resume or history of the corporate officer(s), supervisory officers and organizer(s) (in cases where the organizer is a juridical person, the officer of such juridical person, and employee who is to perform the duties as an organizer) which has been prepared using appended form No. 12 or No. 13;
(ix) a copy of the written entrustment contract for assets investment concluded with an Asset Management Company;
(x) a copy of the custody contract concluded with the Asset Custody Company;
(xi) a copy of the entrustment contract for affairs concluded with the Administrative Agent;
(xii) in cases where the Asset Management Company re-entrusts part of the authority for assets investment, a copy of such re-entrustment contract; and
(xiii) in cases where an organizational meeting is held, the minutes of the organizational meeting.
(Implementation of Registration)
Article 216 (1) When a Director-General of a Local Finance Bureau, etc. effects the registration pursuant to the provisions of Article 189, paragraph (1) of the Act, he/she shall effect such registration by placing the pages No. 2 to No. 8 inclusive of the appended table No. 9 in the Investment Corporations' registry.
(2) When a Director-General of a Local Finance Bureau, etc. gives the notice under Article 189, paragraph (2) of the Act, he/she shall give such notice by the written notice of completion of registration prepared using appended form No. 14.
(Public Inspection of the Investment Corporations' Registry)
Article 217 The Director-General of a Local Finance Bureau, etc. who has registered an Investment Corporation shall keep and offer for public inspection the Investment Corporations' registry related to the registered Investment Corporation and matters registered in said Investment Corporations' registry at the Local Finance Bureau that has jurisdiction over the location of the head office of said Investment Corporation (in cases where the location is within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, Director-General of the Fukuoka Local Finance Branch Bureau).
(Notice of Refusal of Registration)
Article 218 When a Director-General of a Local Finance Bureau, etc. gives the notice under Article 190, paragraph (2) of the Act, he/she shall give such notice by the written notice of refusal of registration prepared using appended form No. 15.
(Notification of Changes to Registered Matters)
Article 219 When a Registered Investment Corporation intends to make the notification under Article 191, paragraph (1) of the Act, it shall submit a notification of changes prepared using appended form No. 16 to the Competent Director-General of Local Finance Bureau, etc. with two copies of the notification of changes and the documents specified in the following items according to the cases listed in the respective items attached thereto:
(i) in cases of changing the trade name: the certificate of registered matters of the Investment Corporation stating the matters related to the relevant changes;
(ii) in cases of changing the location of the head office: the certificate of registered matters of the Investment Corporation stating the matters related to the relevant changes;
(iii) in cases where there were any changes to the corporate officer(s) or supervisory officer(s): the documents listed in Article 215, items (iv) to (viii) inclusive related to the person who has newly become a corporate officer or supervisory officer;
(iv) in cases where there were any changes to the Asset Management Company, Asset Custody Company, or Administrative Agent: among the documents listed in Article 215, items (ix) to (xi) inclusive related to the persons who have newly become an Asset Management Company, Asset Custody Company, or Administrative Agent, the respective documents therefor;
(v) in cases where the Asset Management Company has re-entrusted part of the authority for assets investment, in the case where there were any changes to the person who has accepted said re-entrustment: the documents listed in Article 215, item (xii) related to the person who has newly come to accept the re-entrustment;
(vi) in cases where the corporate officer(s) or supervisory officer(s) has newly come to engage in the service of another juridical person, or to conduct business: the documents stating the name(s) of the relevant corporate officer(s) or supervisory officer(s) as well as the trade name or name, and type of service of said other juridical person, or the type of said business.
(Notification of Dissolution)
Article 220 A person who intends to make the notification under Article 192, paragraph (1) of the Act shall submit the original copy and duplicate copy of the notification of dissolution prepared using appended form No. 17 to the Competent Director-General of Local Finance Bureau, etc. with the following documents attached thereto:
(i) the documents clarifying the contents of the assets of the Investment Corporation; and
(ii) in cases where an Investors' meeting has been held, the minutes of the Investors' meeting.
Section 3 Business, etc. of Investment Corporations
(Transactions Allowed for Registered Investment Corporations)
Article 220-2 The acts specified by Cabinet Office Ordinance as referred to in Article 116, item (ii) of the Order shall be mining, extracting, smelting, refining, and any other acts similar thereto.
(Ratio of Acquisition by an Investment Corporation of Shares Issued by One and the Same Juridical Person)
Article 221 The ratio specified by Cabinet Office Ordinance as referred to in Article 194, item (ii) of the Act shall be 50 percent.
(Cases Unlikely to Result in Insufficient Protection of Investors)
Article 222 The cases specified by Cabinet Office Ordinance as referred to in Article 117, item (x) of the Order shall be the following cases:
(i) in cases of incorporating the real property rented from an Asset Management Company into the assets of a Registered Investment Corporation, cases where continuing the lease of the relevant real property;
(ii) in cases where the lease of real property fails in spite of the solicitation of lessee for the real property of a Registered Investment Corporation by an Asset Management Company, cases where renting the relevant real property with conditions not so different from the conditions for lease for other lessees.
(Acts Similar to Advertisement)
Article 223 The acts specified by Cabinet Office Ordinance as referred to in the of Article 37 of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be the provision of identical information to many persons, by means of postal mail, Correspondence Delivery (meaning the correspondence delivery as prescribed in Article 2, paragraph (2) of the Act on Correspondence Delivery by Private Business Operators (Act No. 99 of 2002) that is provided by a general correspondence delivery operator as prescribed in paragraph (6) of that Article or by a specified correspondence delivery operator as prescribed in paragraph (9) of that Article), transmission by facsimile machine, transmission by Electronic Mails (meaning the electronic mail prescribed in Article 2, item (i) of the Act on Regulation of Transmission of Specified Electronic Mail (Act No. 26 of 2002)), distribution of leaflets or pamphlets or by any other means (excluding those listed in the following):
(i) distribution of documents prepared in accordance with laws and regulations, or in accordance with the dispositions rendered by a government agency under the laws and regulations;
(ii) distribution of materials on the analysis and appraisal of the respective companies not intended to be used for solicitation for the conclusion of a Contract for Public Offering, etc. of Investment Securities (meaning the Contract on Public Offering, etc. of Investment Securities as prescribed in Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act as applied mutatis mutandis by replacing certain terms pursuant to Article 197 of the Act; the same shall apply hereinafter);
(iii) provision of premiums or any other goods only indicating all of the following information (limited to premiums or goods clearly and accurately indicating the matters listed in sub-items (b) to (d) inclusive) (in cases where any of the following matters is not indicated on the premiums or other goods, such provision shall include the case of provision of such premiums or other goods with other goods indicating such matters as an integral part thereof):
(a) the name, issue or common name of the Investment Securities subject to the Contract for Public Offering, etc. of Investment Securities:
(b) the trade name, name or common name of the organizer that provides identical information to many persons by the means specified in this item;
(c) the matters set forth in Article 121, paragraph (4), item (i) of the Order (limited to the case where the characters, letters or numbers representing such matter are indicated in a size which does not differ substantially from the size of the largest characters, letters or numbers representing matters other than such matters);
(d) a notice to the effect that the recipient thereof shall read any of the following documents comprehensively:
1. the document prescribed in Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act (hereinafter referred to as the "Document for Delivery Prior to Conclusion of Contract"); and
2. the prospectus prescribed in Article 230 (in cases where there is any document to be delivered as an integral part of such Prospectus pursuant to the provision of that Article, such Prospectus and such document).
(Methods of Indication of Advertisement, etc. on Contents of Business of Public Offering, etc. of Investment Securities)
Article 224 (1) When a Specified Organizer(s), etc. (meaning the Specified Organizer(s), etc. defined in Article 197 of the Act; the same shall apply hereinafter) makes an advertisement on the contents of its business of Public Offering, etc. of Invested Securities or conducts the acts prescribed in the preceding Article (collectively referred to as the "Advertisement, etc." in the following paragraph), he/she shall clearly and accurately indicate the matters listed in the items of Article 37, paragraph (1) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act.
(2) When a Specified Organizer(s), etc. makes an Advertisement, etc. on the contents of its business of Public Offering, etc. of Investment Securities, the characters, letters or numbers representing the matters listed in Article 121, paragraph (3), item (ii) of the Order shall be indicated in a size which does not differ substantially from the size of the largest characters, letters or numbers representing matters other than such matters.
(3) Notwithstanding the provision of the preceding paragraph, when a Specified Organizer(s), etc. makes an advertisement on the contents of its business of Public Offering, etc. of Investment Securities by way of broadcasting, using the broadcast equipment of a Key Broadcaster (meaning the Key Broadcaster as prescribed in Article 2, item (xxiii) of the Broadcast Act (Act No. 132 of 1950), excluding NHK (Japan Broadcasting Corporation) and the Open University of Japan (meaning the Open University of Japan as prescribed in Article 3 of the Act on the Open University of Japan (Act No. 156 of 2002); the same shall apply in Article 227, paragraph (1), item (ii)), or the methods listed in the items of Article 227, paragraph (1), the characters, letters or numbers representing the matters listed in Article 121, paragraph (4), item (i) of the Order shall be indicated in a size which does not differ substantially from the size of the largest characters, letters or number representing matters other than such matters.
(Matters Concerning Consideration Payable by Customers)
Article 225 (1) The matters specified by Cabinet Office Ordinance as referred to in Article 121, paragraph (3), item (i) of the Order shall be the amount of consideration payable by customers with regard to a Contract for Public Offering, etc. of Investment Securities irrespective of its name such as fees, remunerations, expenses, or others (excluding the price of the Investment Securities subject to the relevant Contract for Public Offering, etc. of Investment Securities; hereinafter collectively referred to as "Fees, etc." in this Article, Article 228, item (vii), Article 231, and Article 234, item (iv)) for each type or the maximum amount thereof, or the outline of the method of calculation thereof (including the ratio to the price of Investment Securities subject to the relevant Contract for Public Offering, etc. of Investment Securities; hereinafter the same shall apply in this paragraph), and the total of such amount or the maximum amount thereof, or the outline of the method of calculation thereof; provided, however, that in cases where these details cannot be indicated, such fact and the reason therefor shall be indicated.
(2) In cases where the assets of an Investment Corporation subject to the Contract for Public Offering, etc. of Investment Securities under the preceding paragraph are to be invested or contributed in rights to be indicated on the Securities set forth in Article 2, paragraph (1), item (x) or (xi) of the Financial Instruments and Exchange Act or the rights set forth in paragraph (2), item (v) or (vi) of that Article (excluding Investment Securities, etc. (meaning the Investment Securities, etc. defined in Article 117, item (iii) of the Act) issued by said Investment Corporation; hereinafter collectively referred to as "Beneficial Interest of an Investment Trust, etc." in this Article), trust fees and other Fees, etc. related to the relevant Beneficial Interest of an Investment Trust, etc. shall be included in the Fees, etc. under the preceding paragraph.
(3) In cases where the property pertaining to the Beneficial Interest of an Investment Trust, etc. under the preceding paragraph is to be invested or contributed in another Beneficial Interest of an Investment Trust, etc., said other Beneficial Interest of an Investment Trust shall be deemed to be the Beneficial Interest of an Investment Trust under that paragraph, and the provisions of the preceding two paragraphs shall apply.
(4) The provision of the preceding paragraph shall apply mutatis mutandis to the cases where the property pertaining to the Beneficial Interest of an Investment Trust, etc. deemed as the Beneficial Interest of an Investment Trust, etc. under paragraph (2) pursuant to the preceding paragraph (including the cases where it is applied mutatis mutandis pursuant to this paragraph) is to be invested or contributed in another Beneficial Interest of an Investment Trust, etc.
(Important Matters Which May Have Impact on Customers' Decision)
Article 226 The matters specified by Cabinet Office Ordinance as referred to in Article 121, paragraph (3), item (iii) of the Order shall be facts that may be disadvantageous to customers with regard to important matters concerning the relevant Contract for Public Offering, etc. of Investment Securities.
(Methods, etc. Equivalent to Broadcasting by Using Broadcast Equipment of Key Broadcasters)
Article 227 (1) The methods specified by Cabinet Office Ordinance as referred to in Article 121, paragraph (4) of the Order shall be as follows:
(i) the method of broadcasting by using the broadcast equipment of Private Broadcasters (meaning Private Broadcasters as prescribed in Article 2, item (xxv) of the Broadcast Act);
(ii) the method of offering the details of the information which are recorded in a file stored on the computer used by the Specified Organizer(s), etc. or the person entrusted with the business pertaining to the Advertisement, etc. to be made by said Specified Organizer(s), etc. (limited to information identical to the matters provided by the method of broadcasting using broadcast equipment of a Key Broadcaster or by the methods listed in the preceding item) to the customers for inspection via a telecommunications line;
(iii) the method of indicating information to the public either indoors or outdoors regularly or continuously for a certain period, by posting or indicating on signboards, standing signboards, bills, placards, advertising pillar, advertising boards, buildings or any other structures, or any other methods similar thereto.
(2) The matters specified by Cabinet Office Ordinance as referred to in Article 121, paragraph (4), item (ii) of the Order shall be the matters listed in Article 223, item (iii), sub-item (d).
(Matters Prohibited from Misleading Advertisement)
Article 228 The matters specified by Cabinet Office Ordinance as referred to in Article 37, paragraph (2) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be the following matters:
(i) the matters related to the cancellation of the Contract for Public Offering, etc. of Investment Securities;
(ii) the matters related to the bearing of all or part of losses or guarantee of profits, in relation to the Contract for Public Offering, etc. of Investment Securities;
(iii) the matters related to the agreement for liquidated damages (including penalties) in relation to the Contract for Public Offering, etc. of Investment Securities;
(iv) the matters related to the Financial Instruments Market (meaning the Financial Instruments Market as prescribed in Article 2, paragraph (14) of the Financial Instruments and Exchange Act; the same shall apply hereinafter) or other markets similar to a Financial Instruments Market located in a foreign state, in relation to the Contract for Public Offering, etc. of Investment Securities;
(v) the matters concerning the financial resources or credit of the organizer;
(vi) the matters related to the performances of the business of Public Offering, etc. of Investment Securities by the organizer; and
(vii) the matters related to the amount of Fees, etc. payable by customers with regard to the Contract for Public Offering, etc. of Investment Securities or the method of calculation thereof, method and timing of payment thereof, and the payee.
(Method of Statement of Documents for Delivery Prior to Conclusion of Contract)
Article 229 (1) The matters listed in the items of Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be stated clearly and accurately by using characters, letters and numbers larger than 8-point as provided in JIS Z8305 in the Document for Delivery Prior to Conclusion of a Contract.
(2) Notwithstanding the provision of the preceding paragraph, the summary of the matters listed in Article 37-3, paragraph (1), item (iv) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act and the matters listed in Article 37-3, paragraph (1), item (v) of the Financial Instruments and Exchange Act and Article 232, items (iii) and (iv) of this Ordinance shall be stated clearly and accurately in the frame by using character, letters, and numbers larger than 12-points as provided in JIS Z8305 following the matters prescribed in the following paragraph in the Document for Delivery Prior to Conclusion of a Contract.
(3) A Specified Organizer, etc. shall state plainly the matters listed in Article 232, item (i) of this Ordinance, and, among the matters listed in the items of Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act, those which are especially important as having an impact on the customers' decision, by using characters, letters, and numbers larger than 12-points as provided in JIS Z8305 at the beginning of the Document for Delivery Prior to Conclusion of a Contract.
(Cases Where Delivery of Document for Deliver Prior to Conclusion of Contract is Not Required)
Article 230 (1) The cases specified by Cabinet Office Ordinance as referred to in the proviso to Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be the case where the organizer has delivered the prospectus prescribed in Article 2, paragraph (10) of the Financial Instruments and Exchange Act (limited to the prospectus in which all of the matters to be stated in the relevant Document for Delivery Prior to Conclusion of a Contract are stated by the method equivalent to the methods prescribed in the preceding Article) to the relevant customer(s) (in cases where all of such matters are not stated in the prospectus, including the cases where such prospectus is delivered with a document stating all of the matters not contained therein as an integral part thereof), or the cases listed in Article 15, paragraph (2), item (ii) of that Act.
(2) The provisions of Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act, Article 15-22 of the Cabinet Order for Enforcement of the Financial Instruments and Exchange Act, and Article 56 of the Cabinet Office Ordinance on Financial Instruments Business, etc. shall apply mutatis mutandis to the delivery of documents under the preceding paragraph.
(Matters Concerning Consideration Payable by Customers)
Article 231 (1) The matters specified by Cabinet Office Ordinance as referred to in Article 37-3, paragraph (1), item (iv) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be the amount of Fees, etc. payable by customers with regard to a Contract for Public Offering, etc. of Investment Securities, irrespective of its name such as fees, remunerations, expenses, or others, for each type or the maximum amount thereof, or the outline of the method of calculation thereof (including the ratio to the price of Investment Securities subject to the relevant Contract for Public Offering, etc. of Investment Securities; hereinafter the same shall apply in this paragraph), and the total of such amount or the maximum amount thereof, or the outline of the method of calculation thereof; provided, however, that in cases these details cannot be indicated, such fact and the reason therefor shall be stated.
(2) The provisions of Article 225, paragraphs (2) to (4) inclusive shall apply mutatis mutandis to the Fees, etc. under the preceding paragraph.
(Matters to be Stated in the Document for Delivery Prior to Conclusion of a Contract)
Article 232 The matters specified by Cabinet Office Ordinance as referred to in Article 37-3, paragraph (1), item (vii) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be the following matters:
(i) a notice to the effect that the recipient thereof shall read the contents of the relevant Document for Delivery Prior to Conclusion of a Contract comprehensively:
(ii) in cases where any restrictions are imposed on the transfer of Investment Securities subject to the relevant Contract for Public Offering, etc. of Investment Securities, such fact and the details of the restriction;
(iii) in cases where the transaction conducted by the customer in relation to the Public Offering, etc. of Investment Securities involves the risk of incurring a loss due to fluctuations in the money rate, value of currencies, quotations on a Financial Instruments Market, or any other indicator as the direct cause thereof, the following matters:
(a) the relevant indicator; and
(b) the reasons for the risk of causing a loss due to fluctuations in the relevant indicator;
(iv) in cases where the transaction conducted by the customer in relation to the Public Offering, etc. of Investment Securities involves the risk of causing a loss due to changes in the status of business or property of the relevant organizer or any other person as the direct cause thereof, the following matters:
(a) the relevant person;
(b) the fact that there is a risk of causing a loss due to changes to the status of business or property of the relevant person and the reason therefor;
(v) an outline of the taxation related to the relevant Contract for Public Offering, etc. of Investment Securities;
(vi) in cases where there are any grounds for the termination of the relevant Contract for Public Offering, etc. of Investment Securities, the details thereof;
(vii) an outline of the relevant organizer;
(viii) the method for the customer to contact the relevant organizer; and
(ix) information as to whether the relevant organizer is a Target Business Operator (meaning the Target Business Operator as prescribed in Article 79-11, paragraph (1) of the Financial Instruments and Exchange Act; hereinafter the same shall apply in this item) of any Certified Investor Protection Organization (meaning the Certified Investor Protection Organization defined in Article 79-10, paragraph (1) of that Act, and limited to the Certified Investor Protection Organization in cases where the relevant Contract for Public Offering, etc. of Investment Securities are subject to the Certified Business (meaning the Certified Business defined in that paragraph) of the relevant Certified Investor Protection Organization) (in cases where said organizer is a Target Business Operator of any organization, the name thereof).
(Provision of Information Using Information and Communications Technology)
Article 233 (1) The provisions of Article 56 of the Cabinet Office Ordinance on Financial Instruments Business, etc. shall apply mutatis mutandis to the cases where the provisions of Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act are applied mutatis mutandis pursuant to Article 37-3, paragraph (2) and Article 37-4, paragraph (2) of that Act as applied mutatis mutandis pursuant to Article 197 of the Act.
(2) The provisions of Article 57 of the Cabinet Office Ordinance on Financial Instruments Business, etc. shall apply mutatis mutandis to the cases where the provisions of Article 15-22 of the Order for Enforcement of the Financial Instruments and Exchange Act are applied mutatis mutandis pursuant to Article 121, paragraph (5) of the Order.
(Matters to be Stated in Document for Delivery Upon Conclusion of a Contract)
Article 234 The documents prescribed in Article 37-4, paragraph (1) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act which are to be prepared when the Contract for Public Offering, etc. of Investment Securities is effected (referred to as the "Document for Delivery Upon Conclusion of a Contract" in the following Article) shall be prepared by stating the following matters:
(i) the trade name or name of the relevant organizer;
(ii) an outline of the relevant Contract for Public Offering, etc. of Investment Securities (including the issue, numbers, and price of the Investment Securities subject to the relevant Contract for Public Offering, etc. of Investment Securities);
(iii) the date on which the relevant Contract for Public Offering, etc. of Investment Securities was effected;
(iv) the matters concerning the Fees, etc. related to the relevant Contract for Public Offering, etc. of Investment Securities;
(v) the names of the customers; and
(vi) the method for the customers to contact the relevant organizer.
(Credit Rating Found Unlikely to Result in Insufficient Protection of Investors)
Article 234-2 The credit rating specified by Cabinet Office Ordinance as referred to in Article 38, item (iii) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be a Credit Rating (meaning the Credit Rating as prescribed in Article 2, paragraph (34) of the Financial Instruments and Exchange Act, and excluding Credit Ratings deemed to be substantially a Credit Rating for the assessment of the credit status of the Investment Securities related to the Contract for Public Offering, etc. of Investment Securities or the issuer thereof) for the assessment mainly on the credit status of Securities other than said Investment Securities or persons other than the issuer of said Investment Securities.
(Significance of Registration of Credit Rating Agency and Other Matters)
Article 234-3 The matters specified by Cabinet Office Ordinance as referred to in Article 38, item (iii) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be as follows:
(i) the significance of registration under Article 66-27 of the Financial Instruments and Exchange Act;
(ii) the following matters related to the person who has assigned the Credit Rating (meaning the Credit Rating as prescribed in Article 2, paragraph (34) of the Financial Instruments and Exchange Act; hereinafter the same shall apply in this Article):
(a) the trade name or name;
(b) in cases where such person is a juridical person (including an organization without legal personality for which a representative person or administrator has been designated), the name of the officers (in cases of an organization without legal personality for which a representative person or administrator has been designated, the representative person or administrator); and
(c) the name and location of the head office and other principal business office or office;
(iii) an outline of the policies and methods used by the person who has assigned the Credit Rating in assigning such Credit Rating; and
(iv) the preconditions, significance and limits of Credit Rating.
(Prohibited Acts)
Article 235 The acts specified by Cabinet Office Ordinance as referred to in Article 38, item (vii) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be the following acts:
(i) an act of concluding a Contract for Public Offering, etc. of Investment Securities without explaining the matters listed in Article 37-3, paragraph (1), items (iii) to (v) inclusive and (vii) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act to the customers (excluding Professional Investors (meaning the Professional Investors as prescribed in Article 2, paragraph (31) of the Financial Instruments and Exchange Act); hereinafter the same shall apply in this item) in advance in relation to the delivery of the following documents, in a manner and to the extent necessary for such matters to be understood by the relevant customers in light of the customer's knowledge, experience, status of property and purpose of concluding a Contract for Public Offering, etc. of Investment Securities;
(a) a Document for Delivery Prior to Conclusion of Contract;
(b) in the case prescribed in Article 230, the prospectus provided in that Article (in cases where there are any documents to be delivered with said prospectus as an integral part thereof pursuant to that Article, such prospectus and document);
(ii) an act of making a false indication, or an indication that may lead the important matters to be misunderstood in relation to the conclusion of a Contract for Public Offering, etc. of Investment Securities or the solicitation thereof;
(iii) an act of promising the customers or persons designated thereby to provide special benefits, or providing the customers or a third party with special benefits (including acts of having a third party promise to provide or provide special benefits), in relation to a Contract for Public Offering, etc. of Investment Securities;
(iv) an act of soliciting, in relation to the conclusion or cancellation of a Contract for Public Offering, etc. of Investment Securities, customers (limited to individuals) by phone calls or visits at times in which the customer will be annoyed;
(Problematic Conducts)
Article 236 The problematic conducts specified by Cabinet Office Ordinance as referred to in Article 39, paragraph (3) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be, with regard to transactions related to Public Offering, etc. of Investment Securities, that a Specified Organizer, etc. has caused a loss to a customer(s) by conducting the following acts in relation to its business of Public Offering, etc. of Investment Securities:
(i) an act of soliciting customers in a manner which would make the customers misunderstand the following matters:
(a) the contents of the Investment Securities;
(b) the conditions for the transaction;
(c) the rise or fall of the price of Investment Securities;
(ii) to make errors in handling affairs due to negligence or disorders in the electronic data processing system;
(iii) to conduct any other acts in violation of laws and regulations.
(Cases Where Confirmation of Problematic Conducts is Not Required)
Article 237 (1) The cases specified by Cabinet Office Ordinance as referred to in the proviso to Article 39, paragraph (3) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be the following cases:
(i) cases where a final and binding judgment from the court has been obtained;
(ii) cases where a judicial settlement (excluding those specified in Article 275, paragraph (1) of the Code of Civil Procedure (Act No. 109 of 1996))has been reached;
(iii) cases where a conciliation as prescribed in Article 16 of the Civil Conciliation Act (Act No. 222 of 1951) has been concluded or where a court order has been made pursuant to Article 17 of that Act, and no objection has been made within the period prescribed in Article 18, paragraph (1) of that Act;
(iv) cases where a settlement has been reached through Mediation (meaning the mediation as referred to in Article 77-2, paragraph (1) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 79-13 of that Act) by a Certified Investor Protection Organization (meaning the Certified Investor Protection Organization defined in Article 79-10, paragraph (1) of the Financial Instruments and Exchange Act);
(v) cases where a settlement has been reached through mediation by an organization provided in the articles of association referred to in Article 33, paragraph (1) of the Attorney Act (Act No. 205 of 1949) or rules provided pursuant to the provisions of said articles of association, or where an arbitral award under arbitration procedure by such organization has been issued;
(vi) cases where a settlement has been reached through the mediation provided in Article 19, paragraph (1) or Article 25 of the Consumer Basic Act (Act No. 78 of 1968), or where a settlement has been reached through agreement as prescribed in that Article;
(vii) cases where a settlement has been reached through Certified Dispute Resolution Procedure (meaning the certified dispute resolution procedure as prescribed in Article 2, item (iii) of the Act on Promotion of Use of Alternative Dispute Resolution (Act No. 151 of 2004)) carried out by a Certified Dispute Resolution Business Operator (meaning the certified dispute resolution business operator as prescribed in Article 2, item (iv) of that Act, and limited to cases where the dispute pertaining to the transaction related to the Contract on Public Offering, etc. of Investment Securities falls within the scope of dispute referred to in Article 6, item (i) of that Act);
(viii) cases where a settlement has been reached, and in which all of the following requirements are satisfied:
(a) that an attorney or judicial scrivener (limited to those in charge of the affairs listed in Article 3, paragraph (1), item (vii) of the Judicial Scrivener Act (Act No. 197 of 1950)) is representing the customer with regard to the procedures for settlement;
(b) that the amount to be paid to customers by the Specified Organizer, etc. as a result of effectuation of the relevant settlement does not exceed 10 million yen (in cases where the judicial scrivener set forth in sub-item (a) represents the customer, the amount provided in Article 3, paragraph (1), item (vii) of the Judicial Scrivener Act);
(c) that a document evidencing that the attorney or judicial scrivener set forth in sub-item (a) has examined and confirmed that the payment set forth in sub-item (b) has been made to compensate all or part of the losses caused by the Problematic Conduct (meaning the Problematic Conduct as prescribed in Article 39, paragraph (3) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act; hereinafter the same shall apply in this Article to Article 239 inclusive) is delivered to the Specified Organizer, etc.;
(ix) cases where the Specified Organizer, etc. has caused any loss to a customer due to the acts listed in the items of the preceding Article, and where the amount of property benefit offered, promised, or provided to a customer for the loss suffered thereby does not exceed the amount equivalent to 100 thousand yen (excluding the cases set forth in the preceding items);
(x) cases where the Specified Organizer, etc. has caused any loss to a customer due to the acts listed in item (ii) of the preceding Article (limited to cases where it is obvious from the record of the contents of the customer's order that the act falls under Problematic Conduct, and excluding the cases listed in items (i) to (viii) inclusive)
(2) The benefits under item (ix) of the preceding paragraph shall be calculated for each category of acts listed in the items of the preceding Article. In this case, in calculating the amount of benefits for the category of acts listed in item (ii) of that Article, the amount of property benefits offered, promised, or provided in the case set forth in item (x) of the preceding paragraph shall be deducted.
(3) In the case referred to in paragraph (1), item (ix) or (x), when an organizer has offered or promised to provide property benefits, or provided property benefits to a customer without obtaining confirmation referred to in the proviso to Article 39, paragraph (3) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act, he/she shall report the mattes listed in the items of Article 239 to the Commissioner of the Financial Services Agency or Other Competent Official by the last day of a month following the month which includes the day on which such offer, promise, or provision has been made.
(Application for Confirmation of Problematic Conduct)
Article 238 A person who intends to obtain the confirmation referred to in the proviso to Article 39, paragraph (3) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall submit the written application under Article 39, paragraph (5) of the Financial Instruments and Exchange Act and an original copy of the document attached thereto as well as the copies thereof to the Commissioner of the Financial Services Agency or Other Competent Official.
(Matters to be Stated in the Written Application for Confirmation)
Article 239 The matters specified by Cabinet Office Ordinance as referred to in Article 39, paragraph (5) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be the following matters:
(i) the trade name(s) or name(s) of the organizer(s);
(ii) the name and location of the head office or other business offices or offices at which the Problematic Conduct took place;
(iii) the following matters related to the facts for which confirmation is sought:
(a) the name of the person who was involved in the acts falling under a Problematic Conduct, as well as the name of the section thereof;
(b) the name and address of the customer (in cases of a juridical person, its trade name or name, location of the principal business office or office, and the name of the representative person thereof);
(c) the outline of the Problematic Conduct;
(d) the grounds proving that the customer's loss which is to be compensated for results from the Problematic Conduct;
(e) the amount of property benefits to be offered, promised, or provided; and
(iv) any other matters that will serve as a reference.
(Documents to be Attached to a Written Application for Confirmation)
Article 240 (1) The documents specified by Cabinet Office Ordinance as referred to in Article 39, paragraph (5) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be documents evidencing that the customer has confirmed the contents of the matters listed in the items of the preceding Article and other materials that will serve as a reference.
(2) The provision of the preceding paragraph shall not apply in cases where the written application under Article 39, paragraph (5) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act is related to the offer under Article 39, paragraph (1), item (ii) of the Financial Instruments and Exchange Act.
(Cases Where the State of Operation of Business is Likely to Go Against Public Interest or Hinder Protection of Investors)
Article 241 The circumstances specified by Cabinet Office Ordinance as referred to in Article 40, item (ii) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be the following circumstances:
(i) a circumstance where it is found that the Specified Organizer, etc., in relation to the security management and supervision of workers related to the information of individual customers handled thereby, and supervision of the entrusted party if such handling of information is entrusted, has not taken necessary and appropriate measures to prevent the leakage, loss, or damage of such information; and
(ii) a circumstance where it is found that the Specified Organizer, etc. has not taken measures to ensure the use of information on the individual customer's race, creed, family origin, registered domicile, health and medical care, or criminal records, or any other undisclosed and special information handled thereby which may come to its knowledge in the course of business for purposes other than the assurance of proper operation or any other purpose found to be necessary.
(Restrictions on the Acts in Which the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of Organizer Related to the Public Offering, etc. of Investment Securities are Involved)
Article 242 The acts specified by Cabinet Office Ordinance as referred to in Article 44-3, paragraph (1), item (iv) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be the following acts:
(i) an act to conduct sale and purchase or other transaction of assets with the Parent Juridical Person, etc. (meaning the Parent Juridical Person, etc. as prescribed in Article 17, item (i) of the Order; the same shall apply hereinafter) or Subsidiary Juridical Person, etc. (meaning the Subsidiary Juridical Person, etc. as prescribed in item (ii) of that Article; the same shall apply hereinafter) of the relevant organizer under conditions extremely different from those for ordinary transactions;
(ii) an act of concluding a Contract for Public Offering, etc. of Investment Securities with a customer, knowing that the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of the relevant organizer has conducted sale and purchase or other transaction of assets with the customer thereof under conditions more favorable than those for ordinary transactions on the condition that said customer concludes the Contract for Public Offering, etc. of Investment Securities with said organizer;
(iii) an act of evading the prohibitions under Article 44-3, paragraph (1) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act, irrespective of the name under which the act is to be conducted.
(Exceptions for Exclusion from Application of Conduct Control)
Article 243 The cases specified by Cabinet Office Ordinance as referred to in the proviso to Article 45 of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act shall be the case where a system which enables a prompt response to the customers' inquiries on the transaction related to the Public Offering, etc. of Investment Securities with regard to the application of the provisions of Article 37-4 of the Financial Instruments and Exchange Act has not been established.
(A Financial Services Provider Having Interests in a Supervisory Officer)
Article 244 The Financial Services Provider specified by Cabinet Office Ordinance as having interests in the supervisory officer of a Registered Investment Corporation as referred to in Article 200, item (iii) of the Act shall be as follows:
(i) a Financial Services Provider (meaning the Financial Services Provider as prescribed in Article 2, paragraph (11) of the Act; the same shall apply in the following item) who has a relative(s) of the supervisory officer of the relevant Registered Investment Corporation as its officer or employee, or officer or employee of the Subsidiary Company;
(ii) a Financial Services Provider that is providing office or funds without charge or for a consideration lower than the ordinary market price or any other special economic benefits to the corporate officer of the relevant Registered Investment Corporation.
(Appraisal of Real Property Pertaining to Specified Assets)
Article 244-2 An appraisal of real property under Article 201, paragraph (1) of the Act shall be assigned to a real property appraiser who does not fall under any of the following:
(i) an Interested Person, etc. (meaning the Interested Person, etc. as prescribed in Article 201, paragraph (1) of the Act) of the Asset Management Company of the relevant Investment Corporation;
(i) an Interested Person, etc. (meaning the Interested Person, etc. as prescribed in Article 124 of the Order) of the Asset Custody Company of the relevant Investment Corporation;
(iii) an officer or employee of the relevant Investment Corporation or of the Asset Management Company or Asset Custody Company thereof; or
(iv) a person who is, pursuant to the provisions of the Act on Real Estate Appraisal, unqualified to engage in the business concerning an appraisal of real property under Article 201 paragraph (1) of the Act.
(Scope of Interested Persons, etc. of Asset Management Company)
Article 244-3 The persons specified by Cabinet Office Ordinance as referred to in Article 123, item (iv) of the Order shall be the Major Shareholder (meaning the Major Shareholder as prescribed in Article 29-4, paragraph (2) of the Financial Instruments and Exchange Act) of the relevant Asset Management Company.
(Investigation, etc. of Value of Specified Assets)
Article 245 (1) The acts specified by Cabinet Office Ordinance as referred to in Article 201, paragraph (2) of the Act shall be the acts listed in the items of Article 22, paragraph (2).
(2) The matters specified by Cabinet Office Ordinance as referred to in Article 201, paragraph (2) of the Act shall be the matters specified in the items of Article 22, paragraph (3) according to the category of Specified Assets listed in the respective items.
(3) When the appraisal under Article 201, paragraph (1) of the Act or the investigation under paragraph (2) of that Article has been made, the Asset Management Company shall notify the results of such appraisal or investigation to the Investment Corporation investing assets subject to the appraisal or investigation.
(Delivery of Documents)
Article 246 (1) The matters specified by Cabinet Office Ordinance as referred to in Article 203, paragraph (1), item (ii) of the Act shall be the following matters:
(i) information on as to whether it is a sale or purchase, as to whether the Asset Management Company becomes the party to pay money or the party to receive the money, or the party to grant Options (meaning the options as prescribed in Article 2, paragraph (1), item (xix) of the Financial Instruments and Exchange Act; the same shall apply in Article 271, paragraph (1), item (viii)) or the party to acquire Options in cases where the Actual Figure for Securities (meaning the Actual Figure for Securities defined in Article 28, paragraph (8), item (iii), sub-item (b) of the Financial Instruments and Exchange Act) exceeds the Agreed Figure for Securities (meaning the Agreed Figure for Securities as defined in sub-item (b) of that item), or any other equivalent information which indicates the position of the party in the transaction;
(ii) when there are any facts of transactions listed in Article 203, paragraph (1), item (i) of the Act (excluding purchase or sale of Securities or currencies, etc. on the condition that said Securities or currencies, etc. shall be resold or repurchased after a certain period (hereinafter referred to as the "Gensaki Sale and Purchase" in this paragraph)), the following matters related to the relevant transaction:
(a) issues, subject currency, or any other names or types related to the transaction which are equivalent thereto;
(b) the number of cases, or any other volumes related to the transaction which are equivalent thereto;
(c) the unit price, amount of consideration, agreed figure, or any other amount or figure per unit of transaction which are equivalent thereto;
(iii) when there are facts of Gensaki Sale and Purchase, such fact.
(2) The matters specified by Cabinet Office Ordinance as referred to in Article 203, paragraph (1), item (iv) of the Act shall be the matters specified in the following items according to the category of transactions listed in the respective items:
(i) acquisition or transfer of real property: information on as to whether it is an acquisition or transfer, price, the name of the counterparty to the acquisition or transfer, and the date on which the acquisition or transfer was made, as well as the location and parcel number of the relevant real property and any other matters necessary to specify the relevant real property;
(ii) lease of real property: information on as to whether it is rented or leased, rent, name of the other party to the lease, and the date on which the lease was made and the period thereof, as well as the location and parcel number of the relevant real property and any other matters necessary to specify the relevant real property;
(iii) entrustment or acceptance of entrustment of management of real property: the method of entrusting or accepting entrustment of management, rewards, the name of the other party to whom the management was entrusted or who accepted the entrustment, the date on which the entrustment of management or acceptance of entrustment has been made and the period thereof, as well as the location and parcel number of the relevant real property and any other matters necessary to specify the relevant real property.
(3) The matters specified by Cabinet Office Ordinance as referred to in Article 125, paragraph (3), item (i) of the Order shall be the price, the name of the other party to the acquisition or transfer, the date on which the acquisition or transfer was made, location and parcel number of the relevant real property, and any other matters necessary to specify the relevant real property.
(4) The matters specified by Cabinet Office Ordinance as referred to in Article 125, paragraph (3), item (ii) of the Order shall be the price, the name of the other party to the acquisition or transfer, the date on which the acquisition or transfer was made, and any other matters necessary to specify the relevant superficies right.
(5) The matters specified by Cabinet Office Ordinance as referred to in Article 125, paragraph (3), item (iii) of the Order shall be the type, volume, and unit price related to the acquisition or transfer under that item.
(6) The matters specified by Cabinet Office Ordinance as referred to in Article 125, paragraph (3), item (iv) of the Order shall be the following matters:
(i) information on as to whether the Asset Management Company becomes the party to pay money or the party to receive the money, or the party to grant Options (meaning the options as prescribed in Article 2, paragraph (3), item (iv) of the Commodity Derivatives Act or the rights as prescribed in paragraph (14), item (iv) or (v) of that Article) or the party to acquire Options in cases where the actual price of the Commodity or actual figure of the Commodity Index exceeds the Contract Price or Agreed Figure at a fixed time in the future, or any other equivalent information which indicates the position of the party in the transaction;
(ii) issues, or other names or types related to the transaction which are equivalent thereto;
(iii) the number of transactions, or other volumes related to the transaction which are equivalent thereto;
(iv) the amount of consideration, Contract Price or Agreed Figure, or any other amounts or numbers per unit of transaction which are equivalent thereto.
(7) The matters specified by Cabinet Office Ordinance as referred to in Article 125, paragraph (3), item (v) of the Order shall be the price, the name of the counterparty to the acquisition or transfer, and the date on which the acquisition or transfer was made, the location and parcel number of the land used for the Renewable Energy Power Generation Facilities, the Classification, etc., of the Renewable Energy Power Generation Facilities, and other matters necessary to specify the Renewable Energy Power Generation Facilities.
(8) The matters specified by Cabinet Office Ordinance as referred to in Article 125, paragraph (3), item (vi) of the Order shall be the rent, the name of the other party to the lease, the date on which the lease was made and the period thereof, the location and parcel number of the land used for the Renewable Energy Power Generation Facilities, the Classification, etc., of the Renewable Energy Power Generation Facilities, and other matters necessary to specify the Renewable Energy Power Generation Facilities.
(9) The matters specified by Cabinet Office Ordinance as referred to in Article 125, paragraph (3), item (vii) of the Order shall be the rewards, the name of the other party to whom the management was entrusted or who accepted the entrustment, the date on which the entrustment of management or acceptance of entrustment has been made and the period thereof, the location and parcel number of the land used for the Renewable Energy Power Generation Facilities, the Classification, etc., of the Renewable Energy Power Generation Facilities, and other matters necessary to specify the Renewable Energy Power Generation Facilities.
(10) The matters specified by Cabinet Office Ordinance as referred to in Article 125, paragraph (3), item (viii) of the Order shall be the price, the name of the other party to the acquisition or transfer, the date on which the acquisition or transfer was made, the location, parcel number, details of the Operation, etc. of the Public Facility, etc. and the name of the Administrator, etc. of Public Facility etc. covered by the Right to Operate Public Facility, etc., and other matters necessary to specify the Right to Operate Public Facility, etc.
(Customers to Whom Documents Shall be Delivered When Conflict of Interest is Likely to Occur)
Article 247 The customers specified by Cabinet Office Ordinance as referred to in Article 126, paragraph (1), item (v) of the Order shall be as follows:
(i) the counterparty to the transactions in cases where the Asset Management Company conducts sale or purchase of housing lands or buildings which are assets of the Investment Corporation, or provides agency or intermediary service therefor;
(ii) in cases where the Asset Management Company gives advice with regard to the investment related to the Specified Assets which are assets of the Investment Corporation, the counterparty to the transaction of the Specified Assets to be conducted based on said advice.
(Delivery of Documents to Investment Corporations, etc. When Conflict of Interests is Likely to Occur)
Article 248 (1) The delivery of documents in relation to the transactions listed in Article 203, paragraph (2) of the Act shall be made by the documents containing the following matters:
(i) the name of the Investment Corporation pertaining to the relevant transaction;
(ii) the reasons for delivering the document (including the relationship between the counterparty to the relevant transactions and the relevant Asset Management Company);
(iii) the reasons for conducting the transaction;
(iv) the details of the transaction (type, issue (other matters necessary for specifying the Specified Assets), and number of the Specified Assets for which a transaction has been conducted, as well as the price and method of transaction, and the date on which the transaction was conducted);
(v) the results of the appraisal under Article 201, paragraph (1) of the Act or the investigation under paragraph (2) of that Article;
(vi) the date of delivery of the document; and
(vii) other matters that will serve as a reference.
(2) When the transactions listed in Article 203, paragraph (2) of the Act have been conducted, an Asset Management Company shall deliver the documents containing the matters listed in the items of the preceding paragraph without delay.
(Method to Claim for Filing an Action Pursuing the Liability, etc.)
Article 249 The methods specified by Cabinet Office Ordinance as referred to in Article 847, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 204, paragraph (3) of the Act shall be the submission of documents containing the following matters and the provision of said matter by Electromagnetic Means:
(i) a person who is to become a defendant; and
(ii) the object of the claim and facts necessary to specify the claim.
(Method of Notifying the Reasons for Not Filing an Action)
Article 250 The methods specified by Cabinet Office Ordinance as referred to in Article 847, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 204, paragraph (3) of the Act shall be the submission of the documents containing the following matters or the provision of said matters by Electromagnetic Means:
(i) the contents of the investigation that an Investment Corporation made (including materials on which the judgment set forth in the following item was based);
(ii) judgment with regard to any liability or obligation of a Person Subject to Claim (among the Asset Management Companies, meaning the persons set forth in item (i) of the preceding Article related to the claim under Article 847, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 204, paragraph (3) of the Act; the same shall apply in the following item); and
(iii) in cases where the Person Subject to Claim has been judged to have liability or obligation, when an action pursuing the liability of the relevant person is not to be filed, the reason therefor.
(Assets of Which the Business Pertaining to the Custody Thereof May be Entrusted to Financial Services Providers)
Article 251 The assets specified by Cabinet Office Ordinance as referred to in Article 208, paragraph (2) of the Act shall be as follows:
(i) Securities; and
(ii) rights pertaining to Derivatives Transaction.
(Juridical Persons Appropriate for Asset Custody Companies)
Article 252 (1) The juridical person specified by Cabinet Office Ordinance as referred to in Article 208, paragraph (2), item (iii) of the Act shall be the juridical person (excluding the Interested Person, etc. as prescribed in Article 201, paragraph (1) of the Act) with a certain financial basis and personnel structure sufficient for the sound performance of the business related to the custody of the following assets, among the assets of the relevant Registered Investment Corporation:
(i) the real property, right of lease of real property or superficies right;
(ii) Monetary Claims (meaning those listed in Article 3, item (vii) of the Order);
(iii) Renewable Energy Power Generation Facilities;
(iv) Right to Operate Public Facility, etc.;
(v) among the Equity in Investment in a Silent Partnership, those with the purpose of investing in the assets listed in the preceding items.
(2) In cases where the person to whom the business related to custody of assets are to be entrusted is the juridical person prescribed in the preceding paragraph (hereinafter referred to as the "Entrusted Person" in this paragraph), the Registered Investment Corporation shall impose a condition that the Entrusted Person shall bear the following obligations, to the contract on entrustment of the business:
(i) that the Entrusted Person shall retain the relevant entrusted assets separately from its own property;
(ii) that the Entrusted Person shall explain the status of the relevant business related to the custody of assets entrusted therewith in response to the request from the Investment Corporation that entrusted the business related to the custody of assets (hereinafter referred to as the "Entrustor" in this paragraph");
(iii) that a Trustee shall keep the documents stating the status of the relevant business related to custody of assets at its principal office, offer them for inspection in response to the request of the Entrustor;
(iv) that the Entrusted Person shall not re-entrust the business without the consent of the Entrustor.
(Method of Separate Custody of Investment Corporation's Assets)
Article 253 (1) The methods specified by Cabinet Office Ordinance as referred to in Article 209-2 of the Act shall be the methods specified in the following items according to the category listed in the respective items:
(i) Assets, etc. of an Investment Corporation retained by the Asset Custody Company itself (excluding assets, etc. of an Investment Corporation to be retained by way of commingled custody; the same shall apply in the following item): a method whereby the place of custody of the Assets, etc. of an Investment Corporation which the Asset Custody Company must retain separately from its own property pursuant to Article 209-2 of the Act (hereinafter referred to as the "Investment Corporation's Assets, etc." in this Article) is clearly distinguished from the place of custody of the assets which are the Asset Custody Company's own property and assets other than the Investment Corporation's Assets, etc. (hereinafter collectively referred to as the "Own Property, etc." in this Article), and whereby the Investment Corporation to which the relevant Investment Corporation's Assets, etc. belong is immediately identifiable;
(ii) Assets, etc. of an Investment Corporation retained by a third party caused by the Asset Custody Company: a method whereby the Asset Custody Company causes a third party to clearly distinguish the place of custody of the Investment Corporation's Assets, etc. from the place of custody of its Own Property, etc., and whereby the Investment Corporation to which the relevant Investment Corporation's Assets, etc. belongs is immediately identifiable;
(iii) Assets, etc. of an Investment Corporation retained by the Asset Custody Company itself (limited to the Assets, etc. of the Investment Corporation retained by way of commingle custody; the same shall apply in the following item): a method whereby the place of custody of the Investment Corporation's Assets, etc. is clearly distinguished from the place of custody of the Asset Custody Company's Own Property, etc., and whereby the equity and other rights of each Investment Corporation related to the relevant Investment Corporation's Assets, etc. is immediately identifiable from the books and documents of the relevant Asset Custody Company;
(iv) Assets, etc. of an Investment Corporation retained by a third party caused by the Asset Custody Company: a method whereby the Asset Custody Company causes the relevant third party retain the Investment Corporation's Assets, etc. by separating the account for the Investment Corporation which is a customer of the Asset Custody Company from the account for the Asset Custody Company's own transactions or by any other method, and whereby the equity or other rights pertaining to the relevant Investment Corporation's Assets, etc. is immediately identifiable, and the equity and other rights of each Investment Corporation related to said Investment Corporation's Assets, etc. is immediately identifiable based on books and documents of the Asset Custody Company (among the cases where the Asset Custody Company has a foreign third party to take custody thereof, when the laws and regulations of a foreign state hinders the Asset Custody Company from having said third party to manage the equity or other rights related to the Investment Corporation's Assets, etc. separately from the equity or other rights related to the Asset Custody Company's Own Property, etc., or when there are especially unavoidable grounds preventing the Asset Custody Company from having the third party retain the equity or other rights related to the Investment Corporation's Assets, etc. by having them immediately identifiable, a method whereby the Asset Custody Company has a foreign third party retain the equity or other rights of each Investment Corporation related to the relevant Investment Corporation's Assets, etc. by having them immediately identifiable from the books and documents of said Asset Custody Company).
(2) With regard to the Assets, etc. of an Investment Corporation of which the place of custody cannot be distinguished from that of others pursuant to the provisions of items (i) to (iii) inclusive of the preceding paragraph, and which are jointly held by an Asset Custody Company and an Investment Corporation, notwithstanding the provisions of said items, the equity and other rights of each Investment Corporation shall be retained by having them immediately identifiable from books and documents of the Asset Custody Company.
(3) The "Assets, etc. of an Investment Corporation" as provided in the preceding two paragraphs shall be as specified in the following items according to the assets listed in the respective items:
(i) real property, right of lease of real property, superficies right, Renewable Energy Power Generation Facilities or Right to Operate Public Facility, etc.: documents evidencing the rights pertaining to the relevant assets which are necessary in exercising the rights pertaining to said assets, and any other documents;
(ii) other assets: the relevant assets and documents evidencing the rights pertaining to the relevant assets which are necessary in exercising the rights pertaining to said assets and any other documents.
Section 4 Supervision on Investment Corporations
(Books and Documents of an Investment Corporation)
Article 254 (1) The books and documents which an Investment Corporation is to prepare pursuant to the provisions of Article 211, paragraph (1) of the Act shall be as follows:
(i) general ledger;
(ii) cash book;
(iii) a book on the description of distributed profits;
(iv) Investment Securities ledger;
(v) Investment Securities non-issuance management book;
(vi) Investment Securities issuance amount ledger;
(vii) Investment Securities refund amount ledger;
(viii) a book on description of undistributed profits;
(ix) a book on description of the unpaid refund;
(x) a book on description of the unpaid remunerations;
(xi) Investment Corporate Bond Certificates ledger;
(xii) documents concerning the results of the investigation, etc. of the value, etc. of Specified Assets.
(2) The books and documents under the preceding paragraph shall be prepared using Appended Table No. 2, and shall be retained for ten years after the approval of the settlement of account of the relevant Investment Corporation (in cases of a commercial book, from the time of the closing of the commercial book).
(Books and Documents of an Asset Custody Company)
Article 255 (1) The books and documents that an Asset Custody Company should prepare pursuant to the provisions of Article 211, paragraph (2) of the Act shall be as follows:
(i) a book on description of custody of Securities;
(ii) a book on description of custody of real property;
(iii) a book on description of Renewable Energy Power Generation Facilities;
(iv) a book on description of Right to Operate Public Facility, etc.; and
(v) a book on description of custody of other assets.
(2) The books and documents under the preceding paragraph shall be prepared using Appended Table No. 3, and shall be retained for ten years after the approval of the settlement of account of an Investment Corporation.
(Forms for Business Reports of Registered Investment Corporations)
Article 256 (1) The business reports as referred to in Article 212 of the Act shall be prepared using appended form No. 18.
(2) When a Registered Investment Corporation intends to submit the business reports under the preceding paragraph, it shall submit an original copy and duplicate copy of the relevant business reports to the Competent Director-General of Local Finance Bureau, etc. with financial statements, assets investment reports, statements related to distribution of money, and annexed detailed documents attached thereto.
(Forms for Extraordinary Reports of Investment Corporations)
Article 257 A Registered Investment Corporation shall prepare the extraordinary reports under Article 215, paragraph (1) of the Act using appended form No. 19, and submit the original copy and duplicate copy thereof to the Competent Director-General of Local Finance Bureau, etc.
(Method of Public Notice of the Disposition Rendered to an Investment Corporation)
Article 258 The public notice of supervisory disposition under Article 218 of the Act shall be given in the official gazette.
Chapter VI Foreign Investment Corporations
(Scope of Foreign Investment Securities for Which a Notification of a Foreign Investment Corporation is Not Required)
Article 259 The foreign investment securities specified by Cabinet Office Ordinance as referred to in Article 128, item (ii) of the Order shall be the foreign investment securities (limited to those similar to Investment Securities; hereinafter the same shall apply in this Article) issued by a Foreign Investment Corporation which invests assets mainly into Securities (excluding rights listed in the items of Article 2, paragraph (2) of the Financial Instruments and Exchange Act which are deemed as Securities under that paragraph), and which has specified all of the following matters in its certificate of incorporation or documents equivalent thereto:
(i) a statement to the effect that the assets of the relevant Foreign Investment Corporation shall be invested in accordance with the provisions of Article 12, item (ii), sub-item (a) of the Order (limited to cases where investment is made in shares included in the Constituents of the Underlying Indicator);
(ii) a statement to the effect that a person who responses to the solicitation of the relevant Foreign Investment Securities shall acquire said Foreign Investment Securities in accordance with the provisions of Article 12, item (ii), sub-item (b) of the Order;
(iii) a statement to the effect that, in cases where the relevant Foreign Investment Securities are to be exchanged with shares held by the relevant Foreign Investment Corporation, the exchange shall be made in accordance with the provisions of Article 12, item (ii), sub-item (c) of the Order; and
(iv) a statement to the effect that the relevant Foreign Investment Securities shall be listed on a Foreign Financial Instruments Market.
(Acts For Which a Notification of a Foreign Investment Corporation is Not Required)
Article 259-2 The acts specified by Cabinet Office Ordinance as referred to in Article 128, item (iii) of the Order shall be the following acts related to Foreign Investment Securities (meaning the Foreign Investment Securities as prescribed in Article 220, paragraph (1) of the Act, and excluding those prescribed in the preceding Article; hereinafter the same shall apply in this Article) conducted by a person engaged in Type I Financial Instruments Business with a Qualified Institutional Investor as the other party thereof, or on behalf of the Qualified Institutional Investors:
(i) intermediary, brokerage or agency service for the sale and purchase on a Foreign Financial Instruments Market (in cases of intermediary, brokerage or agency service for purchase on a Foreign Financial Instruments Market, limited to the intermediary, brokerage or agency service provided on the condition that the Qualified Institutional Investor promises not to make sales of the Foreign Investment Securities in cases other than the case where selling them on a Foreign Financial Instruments Market or to the relevant person engaged in Type I Financial Instruments Business);
(ii) intermediary, brokerage or agency service for the entrustment of sale and purchase on a Foreign Financial Instruments Market (in cases of intermediary, brokerage or agency service for entrustment of purchase on a Foreign Financial Instruments Market, limited to the intermediary, brokerage or agency service provided on the condition that the Qualified Institutional Investor promises not to make sales of the Beneficiary Certificate of the Foreign Investment Trust in cases other than the case where selling them on a Foreign Financial Instruments Market or to the relevant person engaged in Type I Financial Instruments Business);
(iii) intermediary, brokerage or agency service for sales or purchases (except for those listed in item (i), limited to the intermediary, brokerage or agency service provided on the condition that the Qualified Institutional Investor promises not to make sales of the Foreign Investment Securities in cases other than the case where selling on a Foreign Financial Instruments Market or to the relevant person engaged in Type I Financial Instruments Business);
(iv) purchase from the person who has acquired the Foreign Investment Securities through the acts listed in the preceding three items conducted by the person engaged in Type I Financial Instruments Business.
(Agent of a Foreign Investment Corporation, etc.)
Article 260 In cases where a Foreign Investment Corporation, person who is equivalent to the organizer thereof, bankruptcy trustee, liquidator or persons who assume the obligations equivalent thereto (hereinafter collectively referred to as the "Foreign Investment Corporation, etc." in this Article) makes the notification under Article 220, paragraph (1), Article 221, paragraph (1) or Article 222, paragraph (1) or (2) of the Act, such Foreign Investment Corporation, etc. shall specify a person who has an address in Japan and who has the authority to represent the Foreign Investment Corporation, etc. for any acts concerning the notification.
(Notification, etc. of Foreign Investment Corporations)
Article 261 (1) When a Foreign Investment Corporation or a person equivalent to the organizer thereof makes the notification of Foreign Investment Corporation under Article 220, paragraph (1) of the Act, such Foreign Investment Corporation or person equivalent to the organizer thereof shall submit a written notification of a Foreign Investment Corporation prepared using appended form No. 20 to the Commissioner of the Financial Services Agency.
(2) The matters specified by Cabinet Office Ordinance as referred to in Article 220, paragraph (1), item (vii) of the Act shall be the following matters:
(i) the matters related to the succession of whole or part of business as a result of the split of the person equivalent to an Asset Management Company, or the transfer of whole or part of business;
(ii) the matters related to the resignation of the person equivalent to an Asset Management Company or the appointment of a new person equivalent to an Asset Management Company; and
(iii) in cases where the person equivalent to an Asset Management Company re-entrusts the authority for assets investment to another person, the contents of such re-entrustment.
(3) The documents specified by Cabinet Office Ordinance as referred to in Article 220, paragraph (2) of the Act shall be the following documents:
(i) a document proving that the representative person stated in the notification of a Foreign Investment Corporation is a person who has legitimate authority with regard to the notification under Article 220, paragraph (1) of the Act related to the said Foreign Investment Corporation;
(ii) a document proving that the Foreign Investment Corporation or a person equivalent to the organizer thereof has granted a person who has an address in Japan the authority to represent said Foreign Investment Corporation or person equivalent to the organizer thereof for any acts concerning the notification under Article 220, paragraph (1) of the Act for said Foreign Investment Corporation;
(iii) in cases where an approval, authorization, permission, notification or the equivalent thereto has been made with regard to the establishment of the relevant Foreign Investment Corporation based on the laws and regulations of the State in which said Foreign Investment Corporation was established, a copy of the written approval, written authorization, written permission, written notification or documents equivalent thereto;
(iv) a legal opinion letter by legal experts stating that the establishment of the relevant Foreign Investment Corporation is legal as well as relevant provisions of the relevant laws and regulations set forth in said legal opinion letter; and
(v) in cases where a person who has the authority for investment of assets of the relevant Foreign Investment Corporation has entrusted said authority to another person and is having such person invest the assets of said Foreign Investment Corporation, a document disclosing the contents of the entrustment.
(Notification of Changes to Foreign Investment Corporations)
Article 262 (1) The notification under Article 221, paragraph (1) of the Act shall be made by submitting the notification containing the following matters to the Commissioner of the Financial Services Agency:
(i) the name of the relevant Foreign Investment Corporation;
(ii) the contents of the relevant changes and the reasons therefor;
(iii) the day on which the changes become effective;
(iv) when conditions for suspension of the relevant changes have been provided, such conditions.
(2) The documents specified by Cabinet Office Ordinance as referred to in Article 220, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 221, paragraph (2) of the Act shall be the following documents:
(i) a draft of the changes to the certificate of incorporation of the relevant Foreign Investment Corporation, or documents equivalent thereto; and
(ii) documents equivalent to the documents set forth in paragraph (3), items (i) to (iv) inclusive of the preceding Article related to the relevant changes.
(Grounds for Dissolution of a Foreign Investment Corporation)
Article 263 The grounds specified by Cabinet Office Ordinance as referred to in Article 222, paragraph (1) of the Act shall be as follows:
(i) merger;
(ii) grounds for dissolution specified in the certificate of incorporation;
(iii) resolution of dissolution adopted at a general meeting equivalent to an Investors' meeting;
(iv) a judicial decision ordering a dissolution;
(v) rescission of a registration (including permission and any other administrative disposition similar to the registration) of the same type as the registration under Article 187 of the Act which the relevant Foreign Investment Corporation has obtained in the relevant foreign state.
(Notification of Dissolution of a Foreign Investment Corporation)
Article 264 (1) The notification under Article 222 of the Act shall be made by submitting a written notification containing the following matters to the Commissioner of the Financial Services Agency:
(i) the name of the relevant Foreign Investment Corporation
(ii) reasons for the relevant dissolution;
(iii) the day on which the relevant dissolution becomes effective; and
(iv) when conditions for suspension of the relevant dissolution has been provided, such conditions.
(2) The documents equivalent to the documents set forth in Article 261, paragraph (3), items (i) to (iv) inclusive related to the relevant dissolution shall be attached to the written notification under the preceding paragraph.
Chapter VII Miscellaneous Provisions
(Exclusion from Application of Prohibition on Self-Dealing in an Investment Trust Operated with Instructions from a Settlor)
Article 265 The acts set forth in Article 42-2, item (i) of the Financial Instruments and Exchange Act which are specified by Cabinet Office Ordinance as referred to in the proviso to that Article as applied pursuant to Article 223-3, paragraphs (2) and (3) of the Act shall be the acts listed in the items of Article 128 of the Cabinet Office Ordinance on Financial Instruments Business, etc. and the following acts (in cases of the acts listed in Article 42-2, item (i) of the Financial Instruments and Exchange Act which are specified by Cabinet Office Ordinance as referred to in the proviso to that Article as applied pursuant to Article 223-3, paragraph (3) of the Act, the acts listed in item (vi) shall be excluded):
(i) to make an investment intended to provide agency or intermediary service for sale and purchase, or lease of housing land or buildings included in the investment property;
(ii) to make an investment, in cases of carrying out management business of real property, intended to accept the management of the real property included in the investment property;
(iii) to make an investment, in cases of engaging in Real Property Specified Joint Enterprise (meaning the real property specified joint enterprise defined in Article 2, paragraph (4) of the Real Property Specified Joint Enterprise Act (Act No. 77 of 1994); the same shall apply hereinafter), intended to acquire real property included in the investment property when falling under all of the following cases;
(a) cases where the investment is made for terminating an investment of a single investment property; and
(b) cases where the real property is the subject of real property transaction related to the Contract on Real Property Specified Joint Enterprise (meaning the Contract on Real Property Specified Joint Enterprise as prescribed in Article 2, paragraph (3), item (ii) of the Real Property Specified Joint Enterprise Act; the same shall apply hereinafter);
(iv) to make an investment intended to lease the real property included in the investment property in the following cases:
(a) in cases of incorporating the real property rented by itself to the investment property, cases where the lease of said real property is to be continued;
(b) in cases where the lease of real property fails in spite of the solicitation of lessee for the real property included in the investment property, cases where renting the relevant real property with conditions not so different from the conditions for lease for other lessees;
(v) to make an investment intended to receive entrustment of sale and purchase of a Commodity included in the investment property (excluding the acts set forth in the following item);
(vi) to make an investment intended to perform, as Commodity Derivatives Transactions Business (meaning Commodity Derivatives Transactions Business as defined in Article 2, paragraph (22) of the Commodity Derivatives Act; hereinafter the same shall apply in Article 269, item (vii)), acts listed in the items of that paragraph (excluding the acts listed in item (ii) or (iv) of that paragraph or Transactions Related to Commodities Investment, etc.) in relation to the investment property;
(vii) to make an investment intended to conduct any of the following transactions by explaining the contents of the relevant transaction and reasons for conducting such transaction to all the right holders for each transaction, and obtaining the consent from such right holders:
(a) sale and purchase of real property under the price examined based on the appraisal by the real property appraiser;
(b) sale and purchase of Commodities (limited to those listed on a Commodity Market or Foreign Commodity Market) (limited to the sale and purchase made at the value calculated based on the closing price publicized on the immediately preceding day, or at the value calculated by a reasonable method equivalent thereto); or
(c) Transaction of Commodities Investments.
(Exclusion from Application of Transactions between Investment Trust Properties Regarding an Investment Trust Operated with Instructions from a Settlor)
Article 266 The acts set forth in Article 42-2, item (ii) of the Financial Instruments and Exchange Act which are specified by Cabinet Office Ordinance as referred to in the proviso to that Article as applied pursuant to Article 223-3, paragraphs (2) and (3) of the Act shall be the acts listed in the items of Article 129, paragraph (1) of the Cabinet Office Ordnance on Financial Instruments Business, etc., and the following acts which satisfy the requirements set forth in item (i), sub-item (a) of that paragraph:
(i) to make an investment intended to carry out sale and purchase of real property (limited to those carried out under the price examined based on the appraisal by a real property appraiser);
(ii) to make an investment intended to carry out sale and purchase of Commodities (limited to those listed on a Commodity Market or Foreign Commodity Market) (limited to the sale and purchase carried out at the value calculated based on the closing price publicized on the immediately preceding pay or at the value calculated by a reasonable method equivalent thereto); and
(iii) to make an investment intended to conduct Transactions of Commodities Investment.
(Prohibited Acts, etc. Regarding Investment of Trust Property of an Investment Trust Operated with Instructions from a Settlor)
Article 266-2 With regard to the application of the provisions of Article 130 of the Cabinet Office Ordinance on Financial Instruments Business, etc. in the case prescribed in Article 223-3, paragraphs (2) and (3) of the Act, the phrase "(including transactions of share option certificates, or securities or certificates indicating Options, and the Trading of Bonds with Options)" in Article 130, paragraph (1), item (viii) of that Cabinet Office Ordinance shall be deemed to be replaced with "(including transactions of share option certificates, or securities or certificates indicating Options, and the Trading of Bonds with Options), or Transactions Related to Commodities Investment, etc. (meaning the Transactions Related to Commodities Investment, etc. as prescribed in Article 3, item (x) of the Order for Enforcement of the Act on Investment Trusts and Investment Corporations (Cabinet Order No. 480 of 2000))."
(Restriction on the Acts in Which the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of Financial Services Provider is Involved)
Article 267 The acts specified by Cabinet Office Ordinance as referred to in Article 44-3, paragraph (1), item (iv) of the Financial Instruments and Exchange Act as applied pursuant to Article 223-3, paragraphs (2) and (3) of the Act shall be the acts listed in the items of Article 153, paragraph (1) of the Cabinet Office Ordinance on Financial Instruments Business, etc. and the following acts:
(i) in cases where the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of the relevant Financial Services Provider solicits to conclude a Contract on Real Property Specified Joint Enterprise, and where the conclusion amount of said Contract on Real Property Specified Joint Enterprise is likely to be less than the amount scheduled by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc., to make an investment intended to acquire the equity in investment pertaining to said Contract on Real Property Specified Joint Enterprise with regard to its Investment Management Business (meaning the Investment Management Business as defined in Article 28, paragraph (4) of the Financial Instruments and Exchange Act; the same shall apply in the following item) in response to the request by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc.; and
(ii) in cases where the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of the relevant Financial Services Provider solicits to conclude a Commodities Investment Contract (meaning the commodities investment contract as prescribed in Article 2, paragraph (5) of the Act on the Regulation of Commodities Investment Business (Act No. 66 of 1991); the same shall apply hereinafter), and where the conclusion amount of said Commodities Investment Contract is likely to be less than the amount scheduled by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc., to make an investment intended to acquire the equity in investment pertaining to said Commodities Investment Contract with regard to its Investment Management Business in response to the request by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc.
(Investment Descriptions)
Article 268 With regard to the application of the provisions of Article 170, paragraph (1) of the Cabinet Office Ordinance on Financial Instruments Business, etc. in the case prescribed in Article 223-3, paragraph (3) of the Act, the terms set forth in the middle column of the following table provided in Article 170, paragraph (1) of that Cabinet Office Ordinance set forth in the left column in that table shall be deemed to be replaced with the terms set forth in the right column of that table, respectively:
|item(iii)|the issues|the issues (in cases where the subject of the transaction is a Real Property, etc. (meaning the real property, right of lease of real property, or superficies rights; hereinafter the same shall apply in this paragraph), the location and parcel number of the relevant Real Property, as well as the matters necessary for specifying the Real Property; in cases where the subject of the transaction is a Renewable Energy Power Generation Facility (meaning the Renewable Energy Power Generation Facility as prescribed in Article 3, item (xi) of the Order for Enforcement of the Act on Investment Trusts and Investment Corporations (Cabinet Order No. 480 of 2000; hereinafter referred to as the "Order for Enforcement of the Investment Trusts Act"); hereinafter the same shall apply in this item), the location and parcel number of the land used for the Renewable Energy Power Generation Facility, the Classification, etc. of Facility (meaning the Classification, etc. of Facility as prescribed in Article 2 of the Ordinance for Enforcement of the Act on Special Measures Concerning Procurement of Electricity from Renewable Energy Sources by Electricity Utilities (Ordinance of the Ministry of Economy, Trade and Industry No. 46 of 2012), and other details necessary for specifying the Renewable Energy Power Generation Facility; in cases where the subject of the transaction is a Right to Operate Public Facility, etc. (meaning the Right to Operate Public Facility, etc. as prescribed in Article 3, item (xii) of the Order for Enforcement of the Investment Trusts Act; hereinafter the same shall apply in this item), the location, parcel number, and details of the Operation, etc. (meaning operation and maintenance as well as planning therefor, and including the provision of services to citizens) of the Public Facility, etc. (meaning the Public Facility, etc. as prescribed in Article 2, paragraph (1) of the Act on Promotion of Private Finance Initiative (Act No. 117 of 1999); hereinafter the same shall apply in this item), the name of the Administrator, etc. or Public Facility etc. (meaning the Administrator, etc. of Public Facility etc. as prescribed in paragraph (3) of that Article), and other details necessary for specifying the Right to Operate Public Facility, etc.; and in cases where the subject of the transaction is assets other than Securities, rights pertaining to Derivatives Transactions, Real Property, etc., or rights pertaining to Transactions Related to Commodities Investment, etc. (meaning the Transactions Related to Commodities Investment, etc. as prescribed in Article 3, item (x) of the Order for Enforcement of the Investment Trusts Act), Renewable Energy Power Generation Facility or Right to Operate Public Facility, etc.), the type and contents of the relevant assets)|
|item(iv)|sub-items (a) to (d)|sub-items (a) to (g) inclusive|
||(d) a transaction specified in Article 2, paragraph (21), item (v) of the Act (including Foreign Market Derivatives Transactions similar thereto), and a transaction specified in Article 2, paragraph (22), item (vi) of the Act: whether it is a transaction wherein, when any event agreed by the parties in advance (meaning any of the events specified in Article 2, paragraph (21), item (v) and Article 2, paragraph (22), item (vi) of the Act) occurs, the party becomes a party paying money, or a party receiving money.|(d) a transaction specified in Article 2, paragraph (21), item (v) of the Act (including Foreign Market Derivatives Transactions similar thereto), and a transaction specified in Article 2, paragraph (22), item (vi) of the Act: whether it is a transaction wherein, when any event agreed by the parties in advance (meaning any of the events specified in Article 2, paragraph (21), item (v) and Article 2, paragraph (22), item (vi) of the Act) occurs, the party becomes a party paying money, or a party receiving money.|
|||(e) a transaction in which the parties promise to pay or receive money calculated based on the difference between the price or figure agreed in advance with regard to a Commodity (meaning the Commodity as defined in Article 2, paragraph (1) of the Commodity Futures Trading Act; hereinafter the same shall apply in this item) or Commodity Index (meaning the Commodity Index as defined in paragraph (2) of that Article; hereinafter the same shall apply in this item) and the actual price of the Commodity or actual figure of the Commodity Index at a fixed time in the future, or transactions similar thereto: whether it is a transaction wherein the party is the part to pay money or the party to receive money in cases where the actual price of the Commodity or actual figure of the Commodity Index exceeds the Contract Price (meaning the contract price defined in paragraph (3), item (ii) of that Article) or Agreed Figure (meaning the agreed figure defined in item (iii) of that paragraph);|
|||(f) the transaction set forth in Article 3, item (x), sub-items (a) to (c) inclusive of the Order for Enforcement of the Act on Investment Trusts and Investment Corporations (transactions listed in (a) and (c) shall be limited to transactions that fall under Article 2, paragraph (3), items (iv) to (vi) inclusive of the Commodity Futures Trading Act and paragraph (14), item (vi) of that Article): a transaction wherein the party is the party to pay money or the party to receive money in cases where the price of a Commodity, Commodity Index or Financial Indicator agreed with the other party goes up during the agreed period ;|
|||(g) a transaction wherein the parties thereto promise that one of the parties grants the other party the right to effect a sale and purchase transaction or the transactions listed in sub-item (e) or (f) (hereinafter referred to as the "Commodity-Related Option" in this sub-item (g)) between the parties only by unilateral manifestation of the other party's intention, and the other party pays consideration to such option, or transactions similar thereto: a transaction wherein the party is the party to grant the Commodity-Related Option or the party to obtain the Commodity-Related Option.|
|item(v)|the number of transactions or any other information equivalent to volume|the number of transactions or any other information equivalent to volume, and in cases where the subject of the transaction is a Real Property, etc., the volume and area|
(Exclusion from Application of Prohibition of Self-Dealing in an Investment Trust without a Settlor's Order)
Article 269 The acts set forth in Article 42-2, item (i) of the Financial Instruments and Exchange Act which are specified by Cabinet Office Ordinance as referred to in that Article as applied mutatis mutandis pursuant to the provisions of Article 24-2 of the Trust Business Act (Act No. 154 of 2004) and Article 2-2 of the Act on Engagement in Trust Business by a Financial Institution which are applied by replacing certain terms pursuant to Article 223-3, paragraphs (5) and (6) of the Act, shall be the following acts:
(i) to make an investment intended to provide agency or intermediary service for sale and purchase, or lease of housing land or buildings included in the trust property;
(ii) to make an investment, in cases of carrying out management business of real property, intended to accept the management of the real property included in the investment property;
(iii) to make an investment, in cases of engaging in Real Property Specified Joint Enterprise, intended to acquire real property included in the trust property when falling under all of the following cases;
(a) cases where the investment is made for terminating an investment of a single trust property; and
(b) cases where the real property is the subject of real property transaction related to the Contract on Real Property Specified Joint Enterprise;
(iv) to make an investment intended to lease the real property included in the trust property in the following cases:
(a) in cases of incorporating the real property rent by itself to its trust property, cases where the lease of said real property is to be continued;
(b) in cases where the lease of real property fails in spite of the solicitation of lessee for the real property of a trust property, cases where renting the relevant real property with conditions not so different from the conditions for lease for other lessees;
(v) to make an investment intended to provide brokerage for the following transactions related to the trust property, as a Registered Financial Institution Business (meaning the Registered Financial Institution Business as prescribed in Article 1, paragraph (3), item (xxi) of the Cabinet Office Ordinance on Financial Instruments Business, etc.; the same shall apply hereinafter):
(a) sale and purchase of Securities; and
(b) Derivatives Transactions;
(vi) to make an investment intended to receive entrustment of sale and purchase of a Commodity included in the trust property;
(vii) to make an investment intended to perform, as Commodity Derivatives Transactions Business, acts listed in the items of Article 2, paragraph (22) of the Commodity Derivatives Act (excluding the acts listed in item (ii) or (iv) of that paragraph or Transactions Related to Commodities Investment, etc.) in relation to the trust property;
(viii) to make an investment intended to conduct transactions satisfying all of the following requirements:
(a) that the relevant transaction is one in which the contents thereof and reasons for conducting such transaction have been explained to all the beneficiaries for each transaction, and consent from such beneficiaries has been obtained:
(b) that the relevant transaction falls under any of the following:
1. sale and purchase of Securities on a Financial Instruments Exchange Market or Over-the-Counter Securities Market;
2. Market Transactions of Derivatives or Foreign Market Derivatives Transaction;
3. transactions of real property carried out under the price examined based on the appraisal by a real property appraiser;
4. sale and purchase of Commodities (limited to those listed on a Commodity Market or Foreign Commodity Market) (limited to the sale and purchase made at the value calculated based on the closing price publicized on the immediately preceding day, or value calculated by a reasonable method equivalent thereof);
5. Transaction of Commodities Investments; or
6. transactions conducted at the value calculated based on the closing price publicized on the immediately preceding day or at the value calculated by a reasonable method equivalent thereto (excluding the transactions set forth in 4. above);
(ix) to make an investment intended to conduct transactions for which the approval of the Commissioner of the Financial Services Agency or Other Competent Official is obtained as being unlikely to result in insufficient protection of Investors, harm the fairness of the transaction, or cause a loss in confidence in the business of carrying out investment of trust property of an Investment Trust Operated without a Settlor's Order.
(Exclusion from Application of Prohibition on Transactions between Investment Trust Properties in an Investment Trust without a Settlor's Order)
Article 270 (1) The acts set forth in Article 42-2, item (ii) of the Financial Instruments and Exchange Market which are specified by Cabinet Office Ordinance as referred to in that Article as applied mutatis mutandis pursuant to the provisions of Article 24-2 of the Trust Business Act and Article 2-2 of the Act on Engagement in Trust Business by a Financial Institution which are applied by replacing certain terms pursuant to Article 223-3, paragraphs (5) and (6) of the Act, shall be the following acts:
(i) to make an investment intended to conduct transactions that satisfy all of the following requirements:
(a) that the relevant transaction falls under any of the following cases:
1. cases where the transaction is conducted for terminating an investment of a single investment property; and
2. cases where the transaction is conducted for the payment of cancellation money upon the cancellation of an Investment Trust Contract (meaning the Investment Trust Contract as prescribed in Article 47 of the Act: the same shall apply hereinafter);
3. in cases where, with regard to the assets of the Trust Company or financial institution, the ratio of investment is likely to exceed that specified in the provisions of laws and regulations or the Basic Terms and Conditions for an Investment Trust as prescribed in Article 49, paragraph (1) of the Act, the transaction is conducted to avoid the relevant ratio from exceeding such ratio;
4. in cases where, with regard to both of the trust property, it is found that the implementation of the relevant transaction is necessary and reasonable in light of the investment policy, amount of investment property, and market conditions;
(b) that the transaction falls under the category of Subject Specified Assets Transactions which are conducted at a fair value pursuant to the provisions of paragraph (3);
(ii) to make an investment intended to conduct the transactions that satisfy all of the following requirements:
(a) that the relevant transaction is one in which the contents thereof and reasons for conducting such transaction have been explained to all the beneficiaries for each transaction, and consent from such beneficiaries has been obtained:
(b) that the relevant transaction falls under any of the category listed in item (viii), sub-item (b) 1. to 6. inclusive of the preceding Article;
(iii) to make an investment intended to conduct transactions for which the approval of the Commissioner of the Financial Services Agency is obtained as being unlikely to result in insufficient protection of Investors, harm the fairness of the transaction, or cause a loss in confidence in the business of carrying out investment of trust property of an Investment Trust Operated without a Settlor's Order.
(2) The term "Subject Specified Assets Transactions" as used in item (i), sub-item (b) of the preceding paragraph shall be the following transactions:
(i) sale and purchase of the following Securities, and the Securities set forth in Article 2, paragraph (1), item (xx) of the Financial Instruments and Exchange Act (excluding those falling under the following category of Securities) which indicate rights pertaining to the following Securities:
(a) Securities listed on a Financial Instruments Exchange;
(b) Over-the-Counter Traded Securities;
(c) Securities other than those set forth in sub-items (a) and (b), which are as follows:
1. Securities set forth in Article 2, paragraph (1), items (i) to (v) inclusive of the Financial Instruments and Exchange Act (including the Securities set forth in item (xvii) of that paragraph which have the nature of these Securities);
2. among the Securities set forth in Article 2, paragraph (1), item (ix) of the Financial Instruments and Exchange Act (including the Securities set forth in item (xvii) of that paragraph which have the nature of said Securities), those of which the price shall be publicized based on the rules of an Authorized Financial Instruments Firms Association or organizations established in a foreign state which have the nature similar thereto;
3. Securities set forth in Article 2, paragraph (1), items (x) and (xi) of the Financial Instruments and Exchange Act;
(ii) Market Transactions of Derivates;
(iii) Foreign Market Derivatives Transactions;
(iv) sale and purchase of real property;
(v) sale and purchase of Commodities (limited to those listed on a Commodity market or a Foreign Commodity Market); and
(vi) Transactions of Commodity Investment.
(3) The Subject Specified Assets Transactions as referred to in paragraph (1), item (i), sub-item (b) shall be made by the method specified in the following items according to the category of transactions listed in the respective items:
(i) sale and purchase of the Securities set forth in item (i), sub-item (a) of the preceding paragraph: a transaction conducted in a Financial Instruments Exchange Market or that made at a value calculated based on the closing price publicized on the immediately preceding day or at a value calculated by a reasonable method equivalent thereto;
(ii) sale and purchase of the Securities set forth in item (i), sub-item (b) of the preceding paragraph: a transaction conducted in an Over-the-Counter Securities Market or that made at a value calculated based on the closing price publicized on the immediately preceding day or at a value calculated by a reasonable method equivalent thereto;
(iii) sale and purchase of the Securities set forth in item (i), sub-item (c) of the preceding paragraph: a transaction made at a value calculated based on the closing price publicized on the immediately preceding day or at a value calculated by a reasonable method equivalent thereto;
(iv) the transactions set forth in item (ii) of the preceding paragraph: a transaction conducted in a Financial Instruments Market;
(v) the transactions set forth in item (iii) of the preceding paragraph: a transaction conducted in a Foreign Financial Instruments Market;
(vi) the transactions set forth in item (iv) of the preceding paragraph: a transaction conducted at the price examined based on the appraisal by a real property appraiser;
(vii) the transactions set forth in item (v) of the preceding paragraph: a transaction conducted at a value calculated based on the closing price publicized on the immediately preceding day or at a value calculated by a reasonable method equivalent thereto;
(viii) the transactions set forth in item (vi) of the preceding paragraph: a transaction conducted in a Commodity Market or Foreign Commodity Market.
(Prohibited Acts, etc. Regarding Investment of Trust Property of an Investment Trust without a Settlor's Order)
Article 271 (1) The acts specified by Cabinet Office Ordinance as referred to in Article 42-2, item (vii) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to the provisions of Article 24-2 of the Trust Business Act and Article 2-2 of the Act on Engagement in Trust Business by a Financial Institution which are applied by replacing certain terms pursuant to Article 223-3, paragraphs (5) and (6) of the Act, shall be the following acts:
(i) to make an investment intended to conduct a transaction with its auditor (in cases of a company with committees, the audit committee member as prescribed in Article 400, paragraph (4) of the Companies Act), persons in position similar to officer, or employees (excluding the acts listed in the items of Article 269);
(ii) to make an investment intended to conduct transactions that will impair the interest of the beneficiary for its own interest or in the interest of a third party;
(iii) to make an investment intended to conduct a transaction unnecessary in light of the investment policy, amount of investment property, or market conditions with regard to its investment of trust property, for the interest of a third party (excluding the acts listed in Article 44-3, paragraph (1), item (iii) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 24-2 of the Trust Business Act as applied by replacing certain terms pursuant to Article 223-3, paragraph (5) of the Act, and the acts listed in Article 44-3, paragraph (2), item (iii) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 2-2 of the Act on Engagement in Trust Business by a Financial Institution as applied by replacing certain terms pursuant to Article 223-3, paragraph (6) of the Act);
(iv) to make an investment of investment property with unreasonable limitations or other restrictions imposed by a third party;
(v) with regard to the sale and purchase or other transactions, etc. of Securities, to make an investment intended to conduct transactions for unjustly increasing the transaction volume or for manipulative pricing;
(vi) to make an investment intended to conduct a transaction with a third party acting as an agency of such third party (excluding those conducted on behalf of said third party as a Registered Financial Institution Business or Building Lots and Buildings Transaction Business as prescribed in Article 2, item (ii) of the Building Lots and Buildings Transaction Business Act; and those conducted by explaining in advance the contents of and reasons for conducting the transaction to all of the beneficiaries for each transaction and obtaining the consent from the relevant right holders);
(vii) with regard to the investment of a trust property, to specify the trust property after the application for the transaction; or
(viii) with regard to a trust property, in cases where the amount calculated by a reasonable method specified by a Financial Services Provider, etc. in advance as an amount covering the possible risks which may arise due to fluctuations in money rate, value of currencies, quotations on a Financial Instruments Market or any other indicator, or any other reason is to exceed the amount of net assets of the trust property, to make an investment intended to conduct or continue Derivatives Transactions (including transactions related to share option certificates, or securities or certificates indicating Options, or Sale and Purchase of Bond Certificates with Options (meaning the sale and purchase of bond certificates in which one of the parties has the right to designate the delivery date, and in cases where such right is not exercised within a certain period, the contract for sale and purchase of bond certificates with options shall be cancelled; the same shall apply hereinafter)), or the Transactions Related to Commodities Investment, etc.;
(2) The provisions of the preceding paragraph (limited to the part related to item (viii)) shall, with regard to the beneficiary certificate pertaining to a trust property, not apply to cases where the solicitation for application of the acquisition of such beneficiary certificates is made through the Private Placement of Securities (with regard to beneficiary certificates pertaining to another trust property which have the purpose of acquiring the first-mentioned beneficiary certificate, excluding the cases where the solicitation for application of acquisition thereof is made through the Public Offering of Securities).
(Restriction on the Acts in Which the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of a Trust Company is Involved)
Article 272 The acts specified by Cabinet Office Ordinance as referred to in Article 44-3, paragraph (1), item (iv) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 24-2 of the Trust Business Act as applied by replacing certain terms pursuant to Article 223-3, paragraph (5) of the Act shall be the following acts:
(i) an act to conduct sale and purchase or other transaction of assets with the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of the relevant Trust Company under conditions extremely different from those for ordinary transactions;
(ii) in cases where the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of the relevant Trust Company is a lead managing underwriter related to the underwriting of Securities, to make an investment intended to conduct transactions for the purpose of creating a manipulative quotation which does not reflect the actual market status in relation to its business of investment of trust property of an Investment Trust without a Settlor's Order in order to have an impact on the conditions for the Public Offering or Secondary Distribution of said Securities, Solicitation for Acquisition Only for Professional Securities, etc. (meaning the Solicitation for Acquisition Only for Professional Securities, etc. as prescribed in Article 4, paragraph (3), item (i) of the Financial Instruments and Exchange Act; the same shall apply in item (i) of the following Article), or Solicitation for Selling Only for Professional Investors (meaning the Solicitation for Selling Only for Professional Investors as prescribed in Article 2, paragraph (6) of that Act; the same shall apply in item (i) of the following Article);
(iii) in cases where the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of the relevant Trust Company is engaged in the Underwriting, etc. of Securities (meaning the acts listed in Article 2, paragraph (8), items (vi) to (ix) inclusive of the Financial Instruments and Exchange Act; the same shall apply in item (ii) of the following Article), and where the amount of application for acquisition or purchase of the Securities presented to the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. (if said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. is engaged only in the act set forth in Article 2, paragraph (6), item (iii) of the Financial Instruments and Exchange Act, the amount of share options exercised by the person who has acquired said share options provided in that item) is likely to be less than the amount scheduled by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc., to make an investment intended to acquire or purchase said Securities (if said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. is engaged in the act set forth in that item, the Securities to be acquired through the exercise of said share options) with regard to its business of investment of trust property of an Investment Trust without a Settlor's Order, in response to the request by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc.
(iv) in cases where the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of the relevant Trust Company makes solicitation for the conclusion of a Contract on Real Property Joint Enterprise, and where the conclusion amount of the Contract on Real Property Joint Enterprise is likely to be less than the amount scheduled by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc., to make an investment intended to acquire the equity in investment pertaining to said Contract on Real Property Joint Enterprise with regard to its business of investment of trust property of an Investment Trust without a Settlor's Order, in response to the request by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc.
(v) in cases where the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of the relevant Trust Company makes solicitation for the conclusion of a Commodities Investment Contract, and where the conclusion amount of the Commodities Investment Contract is likely to be less than the amount scheduled by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc., to make an investment intended to acquire the equity in investment pertaining to said Commodities Investment Contract with regard its business of investment of trust property of an Investment Trust without a Settlor's Order, in response to the request by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc.; and
(vi) an act of evading the prohibitions under Article 44-3, paragraph (1) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 24-2 of the Trust Business Act as applied by replacing certain terms pursuant to Article 223-3, paragraph (5) of the Act, irrespective of the name under which the act is to be conducted.
(Restriction on the Acts in Which the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of a Financial Institution is Involved)
Article 273 The acts specified by Cabinet Office Ordinance as referred to in Article 44-3, paragraph (2), item (iv) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 2-2 of the Act on Engagement in Trust Business of a Financial Institution as applied by replacing certain terms pursuant to Article 223-3, paragraph (6) of the Act shall be the following acts:
(i) in cases where the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of the relevant financial institution is a lead managing underwriter related to the underwriting of Securities, to make an investment intended to conduct transactions for the purpose of creating a manipulative quotation which does not reflect the actual market status in relation to its business of investment of trust property of an Investment Trust without a Settlor's Order in order to have an impact on the conditions for the Public Offering or Secondary Distribution of said Securities, Solicitation for Acquisition Only for Professional Securities, etc., or Solicitation for Selling Only for Professional Investors;
(ii) in cases where the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of the relevant financial institution is engaged in the Underwriting, etc. of Securities, and where the amount of application for acquisition or purchase of the Securities presented to the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc., (if said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. is engaged only in the act set forth in Article 2, paragraph (6), item (iii) of the Financial Instruments and Exchange Act, the amount of share options exercised by the person who has acquired said share options provided in that item) is likely to be less than the amount scheduled by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc., to make an investment intended to acquire or purchase the Securities (if said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. is engaged in the act set forth in that item, the Securities to be acquired through the exercise of said share options) with regard to its business of investment of trust property of an Investment Trust without a Settlor's Order in response to the request by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc.
(iii) in cases where the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of the relevant financial institution makes solicitation for the conclusion of a Contract on Real Property Joint Enterprise, and where the conclusion amount of the Contract on Real Property Joint Enterprise is likely to be less than the amount scheduled by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc., to make an investment intended to acquire the equity in investment pertaining to said Contract on Real Property Joint Enterprise with regard to its business of investment of trust property of an Investment Trust without a Settlor's Order in response to the request by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc.
(iv) in cases where the Parent Juridical Person, etc. or Subsidiary Juridical Person, etc. of the relevant financial institution makes solicitation for the conclusion of a Commodities Investment Contract, and where the conclusion amount of the Commodities Investment Contract is likely to be less than the amount scheduled by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc., to make an investment intended to acquire the equity in investment pertaining to said Commodities Investment Contract with regard to its business of investment of trust property of an Investment Trust without a Settlor's Order in response to the request by said Parent Juridical Person, etc. or Subsidiary Juridical Person, etc.; and
(v) an act of evading the prohibitions under Article 44-3, paragraph (2) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 2-2 of the Act on Engagement in Trust Business by a Financial Institution as applied by replacing certain terms pursuant to Article 223-3, paragraph (6) of the Act, irrespective of the name under which the act is to be conducted.
(Travel Expenses and Other Expenses to be Paid to Witnesses, etc.)
Article 274 (1) Pursuant to the provisions of Article 191 of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to the provisions of Article 26, paragraph (7) of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 54, paragraph (1) of the Act), and Article 60, paragraph (3), Article 219, paragraph (3), and Article 223, paragraph (3) of the Act, travel expenses equivalent to the travel expenses to be paid to officials who are at the second grade in the Administrative Service (I) Salary Schedule set forth in Article 6, paragraph (1), item (i), sub-item (a) of the Act on Remuneration of Officials in the Regular Service (Act No. 95 of 1950) pursuant to the provisions of the Act on Travel Expenses of National Public Officers, etc. (Act No. 114 of 1950) shall be paid to the witness or expert witness.
(2) In addition to the travel expenses under the preceding paragraph, reasonable costs shall be paid to the expert witness in cases where the Commissioner of the Financial Services Agency or Other Competent Official finds it necessary.
(Transfer of Jurisdiction for Registration)
Article 275 (1) In case where the notification under Article 191, paragraph (1) of the Act has been made (limited to cases where a notification of changes of the location of head office which is in particular the change of the location of the head office of the Investment Corporation outside the jurisdictional district of the Competent Director-General of the Local Finance Bureau, etc.), the Competent Director-General of Local Finance Bureau, etc. shall send part of the relevant notification or Investment Corporations' registry related to the relevant Investment Corporation and other documents related thereto to the Director-General of the Local Finance Bureau, etc. who has jurisdiction over the location of the head office after the changes in relation to said notification.
(2) The Director General of the Local Finance Bureau, etc. who has received part of the notification or Investment Corporations' registry related to the relevant Investment Corporation and other documents related thereto which have been sent under the preceding paragraph, shall register the matters related to the notification in the Investment Corporations' registry.
(Routed Government Agency)
Article 276 A person who intends to submit a written application or other documents provided in the Act, the Order, or this Ordinance (hereinafter collectively referred to as the "Written Application, etc." in this Article) shall, when there is a local finance office that has jurisdiction over the location of the head office of said person or the location at which the head office thereof shall be placed, or an Otaru Sub-Office or Kitami Sub-Office, submit such Written Application, etc. via the head of the local finance office or the head of the Otaru Sub-Office, or the head of the Kitami Sub-Office.
(Standard Processing Period)
Article 277 (1) In cases where an application for the approval, confirmation, permission, or registration set forth in the following items has been filed, the Commissioner of the Financial Services Agency, etc. shall endeavor to render a disposition for the application within the period specified in the respective items, counting from the day on which the application arrived at the relevant office:
(i) the approval under Article 23, paragraph (4) of the Act, and the proviso to Article 44-3, paragraph (1) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act, the permission under the provisions of Article 371, paragraphs (2) and (4) of the Companies Act as applied mutatis mutandis pursuant to the provisions of Article 115, paragraph (1) and Article 154-3, paragraph (2) of the Act, and the provisions of Article 205, paragraph (2) of the Act, the registration under Article 187 of the Act, and the confirmation under the proviso to Article 39, paragraph (3) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 197 of the Act: one month;
(ii) the approval under Article 35, paragraph (4) of the Financial Instruments and Exchange Act as applied pursuant to Article 223-3, paragraph (1) of the Act (limited to those for the business of Specified Investment Management Activities as prescribed in Article 29-2, paragraph (2), item (ii) of the Financial Instruments and Exchange Act as applied pursuant to Article 223-3, paragraph (1) of the Act (hereinafter referred to as the "Specified Investment Management Activities" in this item)), and the registration under Article 29 of the Financial Instruments and Exchange Act as applied pursuant to Article 223-3, paragraph (1) of the Act (limited to those for the business of Specified Investment Management Activities): two months.
(2) The following period shall not be included in the period under the preceding paragraph:
(i) the period necessary for the correction to the relevant application;
(ii) the period necessary for the person who has filed the relevant application to change the contents of such application; and
(iii) the period necessary for the person who has filed the relevant application to add materials that are found necessary for the examination of such application.
Appended Table No. 1 (In Relation to Article 26, Paragraph (2)
|Types of books and documents|Matters to be stated|Statement method, etc.|Notes|
|Trust account ledger, book on the description of distributed profits|The name of the Investment Trust pertaining to the Investment Trust Property, date of record, account titles, the amounts of the debit, credit and outstanding balance|State the status of changes for each account title in the debit column and credit column.|In cases where preparing a daily accounts sheet stating the daily changes and outstanding balance of the items on the trust account ledger and book on the description of distributed profits, such daily accounts sheet may be treated as the trust account ledger and book on the description of distributed profits.|
|Book on the description of Investment Trust Property|The name of the Investment Trust pertaining to the Investment Trust Property, date of record, account titles, the amounts of the debit, credit and outstanding balance|Describe Securities, Real Property and main account items such as other assets, expected revenue and expected dividend, etc.|Matters may be stated on several books separately.|
|Description of profit from Real Property|Lease business revenue, lease business cost (tax or levy, miscellaneous expenses and depreciation expenses), loss and profit from lease business of Real Property, working rate, number of tenants, portion and state of holding|Make a description on each object to be leased for the last five periods.||
|||Treat estate and buildings as a Property, in cases where they are managed as a whole.||
|||State tax on real estate and landholding tax as 'tax and levy'.||
|||State expenses for lighting and fuel, water charges, as miscellaneous expenses.||
|||State depreciation of accompanying equipment, machines and instruments, etc. besides buildings with regard to depreciation expenses.||
|||State ratio of area leased in fact to area which can be leased.||
|||State partial or joint possession, in cases where the portion is less than 100%.||
|||State in footnotes, that lease revenue cannot be disclosed, in cases where more than 80 % of lease revenue is generated by one tenant or the property is owned jointly and said revenue cannot be disclosed because of special circumstances.||
|Description on profit from a Renewable Energy Power Generation Facility|Lease business revenue, lease business cost (tax or levy, miscellaneous expenses and depreciation expenses), loss and profit from lease business|Make a description on each Renewable Energy Power Generation Facility for the last five periods.||
|||State tax on real estate and landholding tax as 'tax and levy'.|
|||State expenses for lighting and fuel, water charges, as miscellaneous expenses.|
|Description on profit from a Right to Operate Public Facility, etc.|Facility business revenue, facility business costs (tax or levy, service fee, miscellaneous expenses and depreciation expenses), loss and profit from facility business with regard to the Public Facility, etc.|Make a description on each Right to Operate Public Facility, etc. for the last five periods.||
|||State use fee income, etc. as facility business revenue with regard to the Public Facility, etc.||
|||State expenses for lighting and fuel, water charges, as miscellaneous expenses.||
|||State in footnotes, the amount of the expenses as prescribed in Article 20 of the Act on Promotion of Private Finance Initiative, and the breakdown thereof, if any such amount is included in facility business expenses.||
|Table of the status of amortization of deferred assets|Type of the deferred assets, beginning outstanding balance, interim amortization, ending outstanding balance|||
|Registry of beneficial interest holders|The matters set forth in the items of Article 186 of the Trust Act as applied mutatis mutandis pursuant to Article 6, paragraph (7) of the Act|In cases which fall under those prescribed in Article 197, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to Article 6, paragraph (7) of the Act, the beneficial interest registry shall be prepared pursuant to the provisions of Article 16.|In cases where the Settlor Company of an Investment Trust preserves the Basic Terms and Conditions of the Investment Trust as prescribed in Article 4, paragraph (1) of the Act related to each beneficial interest as the books and documents set forth in Article 157, paragraph (1), item (xvii), sub-item (a) of the Cabinet Office Ordinance on Financial Instruments Business, etc., the matters set forth in Article 14, paragraph (1) of the Act as well as the matters set forth in paragraph (2), item (v) of that Article shall be deemed to have been stated in the beneficial interest registry.|
|Book of the constant value of Beneficiary Certificates|The name of the Investment Trust related to the Investment Trust Property, the calculation day of the constant value, the total amount of net assets on the balance sheet, losses or gains on the valuation of marketable securities, losses or gains on the valuation of futures transactions, losses or gains on the valuation of real property, losses or gains on the valuation of other assets, losses or gains on the valuation of foreign investment accounts, losses or gains on the valuation of foreign exchange, the total amount of net assets in the investment trust property, the number of units of remaining beneficial interest, the constant value of beneficiary certificates, the cancellation value, and the purchase price|The constant value of a beneficiary certificate shall be the amount obtained by dividing the amount obtained by deducting the total amount of liabilities from the total amount of assets recorded in the relevant trust account ledger as of the calculation day, and then adding or deducting the following loss or gain on valuation, by the number of units of remaining beneficial interest as of that day.|In cases where the matters to be stated in the left column are stated in the daily accounts sheet as well, such daily accounts sheet may be treated as the books on the constant value of Beneficiary Certificates.|
|||1. losses or gains on valuation of domestic securities and losses or gains on the valuation of domestic futures transactions||
|||2. losses or gains on the valuation of domestic real property||
|||3. losses or gains on the valuation of other assets||
|||4. losses or gains on the valuation of foreign investment accounts and losses or gains on the valuation of foreign exchange||
|Written instructions for investment in Investment Trust Property|The name of the Investment Trust related to the Investment Trust Property, the year and date on which the instructions were given, the details of the instructions (including instructions given by a person entrusted with the authority to give instructions in whole or in part), and the names of the trustee and settlor.|State the following matters for each of the following assets, as the details of the instructions.|In addition to the instructions on investment in investment trust property, prepare written instructions stating the necessary matters for instructions on the exercise of shareholders' rights as referred to in Article 10 of the Act and on the exercise of share options (with regard to these written instructions, they may be prepared in different papers for each issue, in lieu of preparing them for each trustee).|
|||1. Designated Assets: information as to whether it is a sale or purchase (meaning the matters set forth in Article 246, paragraph (1), item (i)), issue (including financial instruments, financial indicators and any of those equivalent thereto, which are to be the subject of the transaction), the volume (in cases where there is no volume, the number of transactions and any other information equivalent to volume), the contract price (meaning the matters set forth in Article 158, paragraph (1), item (xi) of the Cabinet Office Ordinance on Financial Instruments Business, etc.), the type of transaction, and the name of the Financial Instruments Business Operator with which the orders are placed||
|||2. real property, rights of lease of real property, and superficies rights: information as to whether it is a sale or purchase, the location and parcel number of the relevant real property, and any other matters necessary for specifying said real property, volume, area, sale and purchase price, and the counterparty to the transaction||
|||3. Specified Assets other than those set forth in 1. and 2. and assets other than Specified Assets: information as to whether it is a sale or purchase, the type and contents of the relevant assets, the volume, the sale and purchase price, and the counterparty to the transaction.||
|||Prepare the written instructions in different papers for each trustee, and preserve copies of the written instructions.||
|Book of value for partial cancellation (limited to Investment Trusts for which it is provided in the Basic Terms and Conditions of the Investment Trust that partial cancellation shall be made at a value other than the constant value)|The calculation day for the partial cancellation value, the amount of net assets on the balance sheet, the number of units of remaining beneficial interest, the formula for the partial cancellation value, and the partial cancellation value|The partial cancellation value shall be a value that is fair in light of the contents of the assets held under the Investment Trust Property.|Preserve documents related to the determination of the partial cancellation value.|
|Documents concerning the results of the investigation, etc. of the value, etc. of the Specified Assets|The type and contents of the Specified Asset, information as to whether the Specified Asset is acquired, transferred, or loaned, the date of the relevant transaction, the party to whom the appraisal under Article 11, paragraph (1) or the investigation under paragraph (2) of that Article is entrusted, the date of the entrustment contract, the date (and period) of the appraisal or investigation, the date of report of the results of the appraisal or investigation and a summary thereof.|With regard to the party to whom the investigation is entrusted, state the category of person as set forth in the items of Article 18 of the Order. In the summary of the results of the investigation, in addition to the investigated price of the Specified Asset, state the matters specified in the items of Article 22, paragraph (3) according to the category of Specified Assets set forth in the respective items.|Preserve the written appraisal or the written report on the results of the investigation.|
Appended Table No. 2 (In Relation to Article 254, Paragraph (2)
|Types of books and documents|Matters to be stated|Statement method, etc.|Notes|
|Investment Securities ledger|The year and date of issuance, cancellation, or invalidation of the Investment Security, the kind, serial number, name of the investor, number of remaining Investment Securities, and the number of units thereof||Statements may be made separately in the Investment Securities issuance book and Investment Securities serial number book.|
|Investment Securities non-issuance management book|The number of units of unissued Investment Equity, the year and date of return of the Investment Securities, the number of units of returned Investment Securities, the year and date on which the issuance was requested, the year and date of issuance, the name of the investors, and the number of units of remaining unissued Investment Equity|State on the Investors' registry that the Investment Securities have been returned or have been issued.||
|Investment Securities issuance amount ledger|The calculation day of the issuance amount, the amount of net assets on the balance sheet, the number of units of remaining Investment Equity, and the issuance amount|The issuance amount of Investment Securities shall be an amount that is fair in light of the contents of the assets held by the Investment Corporation.|Preserve documents related to the determination of the issuance amount.|
|Investment Securities refund amount ledger|The calculation day of the refund amount, the amount of net assets on the balance sheet, the number of units of remaining Investment Equity, and the refund amount|The refund amount of Investment Securities shall be an amount that is fair in light of the contents of the assets held by the Investment Corporation.|Preserve documents related to the determination of the refund amount.|
|Investment Corporate Bond Certificates ledger|The issuance date of the Investment Corporation Bond Certificates, the redemption date, cancellation date, or invalidation date, the kind, the serial number, the names of the creditors of the Investment Corporation, the number of Investment Corporation Bond Certificates redeemed, cancelled or invalidated, and remaining as well as the amount thereof||Preserve documents related to the determination of the issuance amount.|
|Documents concerning the results of the investigation, etc. of the value, etc. of the Specified Assets|The type and contents of the Specified Asset, information as to whether the Specified Asset is acquired, transferred, or loaned, the date of the relevant transaction, the party to whom the appraisal under Article 201, paragraph (1) or the investigation under paragraph (2) of that Article is entrusted, the date of the entrustment contract, the date (and period) of the appraisal or investigation, the date of report of the results of the appraisal or investigation and a summary thereof.|With regard to the party to whom the investigation is entrusted, state the category of person as set forth in the items of Article 18 of the Order.|Preserve a copy of the written appraisal or the written report on the results of the investigation of which notification was made by the Asset Management Company pursuant to the provisions of Article 245, paragraph (3).|
|||In the summary of the results of the investigation, in addition to the investigated price of the Specified Asset, state the matters specified in the items of Article 22, paragraph (3) according to the category of Specified Assets set forth in the respective items.||
Appended Table No. 3 (In Relation to Article 255, Paragraph (2)
|Types of books and documents|Matters to be stated|Statement method, etc.|Notes|
|Book on description of custody of Securities|The year and date of acceptance, the party from whom the Asset Custody Company has accepted the Securities, the reason for acceptance, the date of transfer, the party to whom the relevant Securities are transferred, the reason for the transfer, the class, issues, volume or amount, and outstanding balance of the relevant Securities|For the party from whom the Asset Custody Company has accepted the Securities and the party to whom said Securities are to be transferred, state the counterparty to the transaction (in cases where such transaction is made through a Financial Instruments Exchange or other exchanges, the name or trade name of the relevant exchange).|In cases where the relevant Asset Custody Company serves as the Asset Custody Company of two or more Investment Corporations, prepare books on description of custody of Securities for each Investment Corporation.|
|||For the reason for acceptance or transfer, state the cause of occurrence of the relevant transaction such as sale or purchase.||
|Book on description of custody of real property|The year and date of acceptance, the party from whom the Asset Custody Company has accepted the real property, the reason for acceptance, the date of transfer, the party to whom the relevant real property is transferred, the reason for the transfer, the location, type, volume or amount, accumulated depreciation, and outstanding balance of the relevant real property|For the party from whom the Asset Custody Company has accepted the real property and the party to whom said real property is to be transferred, state the counterparty to the transaction.|In cases where the relevant Asset Custody Company serves as the Asset Custody Company of two or more Investment Corporations, prepare books on description of custody of real property for each Investment Corporation.|
|||For the reason for acceptance or transfer, state the cause of occurrence of the relevant transaction such as sale or purchase.||
|Book on description of Renewable Energy Power Generation Facility|The year and date of acceptance, the party from whom the Asset Custody Company has accepted the Renewable Energy Power Generation Facility, the reason for acceptance, the date of transfer, the party to whom said facility is transferred, the reason for the transfer, the location, Classification, etc., of Facility, type, volume or amount, accumulated depreciation, and outstanding balance of said facility|For the party from whom the Asset Custody Company has accepted the Renewable Energy Power Generation Facility and the party to whom said facility is to be transferred, state the counterparty to the transaction.|In cases where the relevant Asset Custody Company serves as the Asset Custody Company of two or more Investment Corporations, prepare books on description of custody of Renewable Energy Power Generation Facility for each Investment Corporation.|
|||For the reason for acceptance or transfer, state the cause of occurrence of the relevant transaction such as sale or purchase.||
|Book on description of Right to Operate Public Facility, etc.|The year and date of acceptance, the party from whom the Asset Custody Company has accepted the Right to Operate Public Facility, etc., the reason for acceptance, the date of transfer, the party to whom said right is transferred, the reason for the transfer, the volume or amount, accumulated depreciation, and outstanding balance of said right, and the location and parcel number of the Public Facility, etc. covered by said right|For the party from whom the Asset Custody Company has accepted the Right to Operate Public Facility, etc. and the party to whom said right is to be transferred, state the counterparty to the transaction.|In cases where the relevant Asset Custody Company serves as the Asset Custody Company of two or more Investment Corporations, prepare books on description of custody of Right to Operate Public Facility, etc. for each Investment Corporation.|
|||For the reason for acceptance or transfer, state the cause of occurrence of the relevant transaction such as sale or purchase.||
|Book on description of custody of other assets|The year and date of acceptance, the party from whom the Asset Custody Company has accepted the relevant asset, the reason for acceptance, the date of transfer, the party to whom the relevant asset is transferred, the reason for the transfer, the type, volume or amount, and the outstanding balance of the relevant asset|For the party from whom the Asset Custody Company has accepted the relevant asset and the party to whom said right is to be transferred, state the counterparty to the transaction.|In cases where the relevant Asset Custody Company serves as the Asset Custody Company of two or more Investment Corporations, prepare books on description of custody of other assets for each Investment Corporation.|
|||For the reason for acceptance or transfer, state the cause of occurrence of the relevant transaction such as sale or purchase.||