JAPAN Law and Practice Contributed by: Kunihiko Morishita, Masayuki Hashimoto and Koichi Miyamoto, Anderson Mori & Tomotsune
regulations and related rules issued by the rel - evant stock exchange. 3.3.2 Requirements for Non-Local Service Providers Please see 2.3.2 Requirements for Non-Local Service Providers . 3.3.3 Local Regulatory Requirements for Non- Local Managers Please see 2.3.3 Local Regulatory Require- Please see 2.3.4 Regulatory Approval Process . An additional one to three months are required to prepare the SRS and a prospectus, depend - ing on the complexity and risk character of an investment fund. 3.3.5 Rules Concerning Pre-Marketing of Retail Funds The solicitation of securities before the filing of the SRS is strictly prohibited under the FIEA. Therefore, it is important to distinguish between the solicitation of securities and pre-marketing in a public offering. However, as it is difficult to draw a clear line between them, it is important to take all the relevant factors into account (please see 2.3.5 Rules Concerning Pre-Marketing of Alternative Funds ). 3.3.6 Rules Concerning Marketing of Retail Funds ments for Non-Local Managers . 3.3.4 Regulatory Approval Process An issuer must prepare a prospectus in connec - tion with a public offering of an investment fund. A prospectus in respect of an investment fund comprises a summary prospectus and a full pro - spectus. A summary prospectus must contain substantially material information, such as an outline of investment objectives and features,
selected information on the investment trust manager, material risk factors, selected perfor - mance results and charges and costs in the case of an investment trust. An issuer or distributor must deliver a summary prospectus to prospective investors before or at the same time as the sale. A full prospectus must contain almost the same information as the SRS, and an issuer or distributor must, upon request, deliver this to a prospective investor immedi - ately. 3.3.7 Marketing of Retail Funds Please see 3.3.3 Local Regulatory Require- ments for Non-Local Managers . 3.3.8 Marketing Authorisation/Notification Process Please see 3.1.4 Disclosure Requirements . 3.3.9 Post-Marketing Ongoing Requirements An issuer of investment funds for which the SRS has been filed is subject to an ongoing disclo - sure obligation to file the annual securities report and semi-annual report every year within three months (or six months for an offshore investment funds) after the fiscal year end and the interim fiscal year end, respectively (where the fiscal period is six months or less, an issuer must file an annual securities report every six months). An annual securities report with respect to an investment trust must contain the following information: • investment objective, fund structure, types of assets, management system, dividend policy, investment restrictions, risk factors, charges and costs, taxation, performance results, procedures of subscription and redemption, valuation of assets, term, and description of
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