JAPAN Law and Practice Contributed by: Kunihiko Morishita, Masayuki Hashimoto and Koichi Miyamoto, Anderson Mori & Tomotsune
investment trust/corporation – please see 3.3.1 Regulatory Regime ). With respect to collective investment schemes and offshore collective investment schemes, only Small Number Placements are available, pursuant to which an issuer may offer interests therein to up to 499 investors acquiring them. In the case of a private placement, a written notification stating that a securities registration statement (SRS) has not been made because the offering is being made by way of a private placement must be delivered to an investor; said notification must include the applicable transfer restrictions. 2.3.7 Marketing of Alternative Funds Under a QII Placement, units/shares can only be offered to QIIs, which include the following persons or institutions: • Registered Financial Instruments Business Operators with registrations of type I financial instruments businesses and investment man- agement businesses; • investment corporations and foreign invest - ment corporations; • banks; • insurance companies and foreign insurance companies; • credit associations and labour credit associa - tions; • credit co-operative associations and agricul - tural co-operative associations; • the Government Pension Investment Fund; • the Japan Bank for International Cooperation; • the Development Bank of Japan Inc.; • investment limited partnerships; • certain employee and corporate pension funds that have submitted a notification to the regulator;
• certain corporations that have submitted a notification to the regulator; and • certain individuals that have submitted a noti - fication to the regulator. In a Professional Investor placement, the units/ shares can only be offered to Professional Inves - tors, including the following persons or institu - tions: • QIIs; • the government of Japan; • the Bank of Japan; • corporations incorporated under a specific law; • investor protection funds; • the Deposit Insurance Corporation of Japan; • the Agricultural and Fishery Cooperative Sav - ings Insurance Corporation; • the Insurance Policyholders Protection Cor - poration of Japan; • specific purpose companies; • companies listed on a Japanese stock exchange; • Japanese stock companies whose stated capital is reasonably expected to be equal to at least JPY500 million; • Registered Financial Instruments Business Operators or corporations that are allowed to act as general partners of collective invest - ment schemes by submitting notifications under the FIEA; • foreign corporations; • corporations that have requested to be treated as Professional Investors and have been approved by the Registered Financial Instruments Business Operator; and • individuals who are operators of silent part - nerships or equivalent to Professional Inves - tors in terms of knowledge, experience and financial conditions and have requested to be treated as Professional Investors and been
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