JAPAN Law and Practice Contributed by: Kunihiko Morishita, Masayuki Hashimoto and Koichi Miyamoto, Anderson Mori & Tomotsune
approved by the Registered Financial Instru - ments Business Operator. 2.3.8 Marketing Authorisation/Notification Process In the case of a foreign investment trust/corpora - tion, a notification is required to be filed with the regulator before conducting an offering (please see 2.1.2 Common Process for Setting Up Investment Funds ). 2.3.9 Post-Marketing Ongoing Requirements If an investment trust manager intends to change the terms and conditions of a trust agreement or implement a consolidation of investment trusts, the trustees of which are the same, it has to notify the regulator of its intention and the con - tents of the change or consolidation in advance. If such changes to the terms and conditions are material, an investment trust manager has to give at least two weeks’ prior written notice to known unitholders and hold a vote on a writ- ten resolution on such change or consolidation, unless such consolidation has only a minor influ - ence on the unitholders’ interests. If an investment trust manager intends to termi - nate a trust agreement, it has to notify the regu - lator of this intention in advance. An investment trust manager has to give at least two weeks’ prior written notice to known unitholders and hold a vote on a written resolution on such ter - mination, except in cases where it is truly una - voidable to terminate a trust agreement without sending a notice or except when otherwise the conditions prescribed in advance by the terms and conditions of the trust agreement are met. If any change is made to items that have been registered with the regulator, an investment corporation has to notify these to the regulator within two weeks of said change.
If an investment corporation is extinguished as a result of a merger or is dissolved, it must notify the regulator to that effect within 30 days after this takes place. If any change is intended to be made to a consti - tutional document of a foreign investment trust, the issuer must notify such change to the regula - tor in advance. If such change to a constitutional document is material, the issuer has to give at least two weeks’ prior written notice to known unitholders. If the issuer intends to terminate a constitutional document, it has to notify the regulator of its intention in advance and give at least two weeks’ prior written notice to known unitholders. If any change is intended to be made to the items included in a notification in respect of a foreign investment corporation having been filed with the regulator, it must notify the regulator of its intention in advance. If a foreign investment corporation is dissolved as a result of bankrupt - cy or similar proceedings, or will be dissolved for another reason, it has to notify this to the regulator. Collective investment schemes must follow the ongoing requirements as prescribed by the rel - evant governing law. For example, in the case of an investment limited partnership formed under the LPAI, if any change is made to items that have been registered with the regulator, the investment limited partnership must apply for registration of such change within two weeks of such change. 2.3.10 Investor Protection Rules There is no regulation that sets a specific limita - tion on investors for a certain investment fund.
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