Article 61An investment corporation is a juridical person.

Article 62The address of an investment corporation is its address in the locality of its head office.

Article 63(1)An investment corporation may not engage in business activities other than asset investment.

(2)An investment corporation may not establish a business office other than a head office, and may not have employees.

Article 63-2(1)Actions that an investment corporation undertakes as a part of its business and actions that it undertakes for the sake of its business constitute commercial transactions.

(2)The provisions of Article 11 through Article 15 and Article 19 of the Commercial Code (Act No. 48 of 1899) do not apply to investment corporations.

Article 64(1)The name of an investment corporation is its trade name.

(2)An investment corporation must use the characters "投資法人" (pronounced "toshi hojin" and meaning "investment corporation") in its trade name.

(3)A person other than an investment corporation must not use a character in its name or trade name that could give rise to the misconception that it is an investment corporation.

(4)It is prohibited for any person to use, for a wrongful purpose, a name or trade name that could give rise to the misconception that it is a different investment corporation.

(5)An investment corporation whose business interests have been or are likely to be infringed by the use of a name or trade name that violates the preceding paragraph may demand that the person infringing or likely to infringe upon those business interests discontinue or refrain from the infringement.

(6)An investment corporation that permits another person to carry on a business or engage in operations using the investment corporation's trade name is jointly and severally liable together with that other person to a party that has dealings with the other person based on the misconception that the investment corporation is the one carrying on the business, for performance of the obligations arising from those dealings.

Article 65(1)Except as otherwise provided, when the Companies Act is applied mutatis mutandis pursuant to the provisions of this Part (excluding Article 186-2, paragraph (4)) and Part V, the terms "electronic or magnetic record"; "electronic or magnetic means"; "Ministry of Justice Order"; "stock company"; "shares"; "shareholder"; "articles of incorporation"; "incorporator"; "share certificate"; "share options"; "share option certificates"; and "share option holder" as used in the provisions of that Act are deemed to be replaced with "electronic or magnetic record (meaning an electronic or magnetic record as prescribed in Article 66, paragraph (2) of the Investment Corporations Act)"; "electronic or magnetic means (meaning the electronic or magnetic means as prescribed in Article 71 of the Investment Corporations Act)"; "Cabinet Office Order"; "investment corporation"; "investment equity"; "investor"; "certificate of incorporation"; "organizer"; "investment securities"; "investment equity subscription rights"; "certificate of investment equity subscription rights"; and "holders of investment equity subscription rights", respectively.

(2)The term "Investment Corporations Act" in the provisions of the Companies Act and Commercial Registration Act (Act No. 125 of 1963) following the deemed replacement of terms pursuant to the provisions of this part as applied mutatis mutandis pursuant to this part is deemed to mean the Act on Investment Trusts and Investment Corporations.

Article 66(1)In order to incorporate an investment corporation, the organizers must prepare a certificate of incorporation and all the organizers must sign this or have their names and seals affixed to it.

(2)The certificate of incorporation referred to in the preceding paragraph may be created as an electronic or magnetic record (meaning one that Cabinet Office Order prescribes as being used in computerized information processing, which is created in electronic form, magnetic form, or any other form that cannot be perceived with the human senses). In such a case, the measures that Cabinet Office Order prescribes to replace signatures or the affixation of names and seals must be taken for the data recorded in the electronic or magnetic record.

(3)An organizer (or at least one of them, if there are two or more organizers) must be one of the persons set forth in the following items:

(4)A person as set forth in Article 98, item (ii) through item (v) may not become an organizer.

Article 67(1)The following information must be included or recorded in the certificate of incorporation of an investment corporation:

(2)If, as the information set forth in item (iii) of the preceding paragraph, an investment corporation provides that investment equity will be refunded at the request of the investor, the investment corporation may also provide that it will suspend those refunds in certain cases;

(3)An investment corporation may fix the amount referred to in paragraph (1), item (v) by establishing maximum and minimum limits on that amount.

(4)The minimum limit on the amount of net assets as referred to in paragraph (1), item (vi) (hereinafter referred to as the "minimum net assets") may not fall below the amount of at least 50 million yen that Cabinet Order prescribes.

(5)Cabinet Office Order prescribes the details of the information set forth in the items of paragraph (1)

(6)Beyond what is set forth in the items of paragraph (1), any matter that does not become valid unless provided for in the certificate of incorporation pursuant to the provisions of this Act and any other matters that does not violate the provisions of this Act may be included or recorded on the certificate of incorporation of an investment corporation, pursuant to the provisions of this Act.

(7)The provisions of Article 31, paragraph (1) through paragraph (3) of the Companies Act apply mutatis mutandis to the certificate of incorporation. In such a case, the phrase "the head office or branch office" in Article 31, paragraph (1) is deemed to be replaced with "the head office"; the term "the court" in paragraph (3) of that Article is deemed to be replaced with "the Prime Minister"; and Cabinet Order provides for any other necessary technical replacement of terms.

Article 68(1)The total amount of investment in an investment corporation at the time of its establishment is the total amount to be paid in for the investment equity issued at incorporation (meaning the investment equity that the investment corporation issues at the time of its incorporation; the same applies hereinafter) (meaning the amount to be paid in exchange for one unit of investment equity issued at incorporation).

(2)The total amount of investment referred to in the preceding paragraph may not fall below the amount of at least 100 million yen that Cabinet Order prescribes.

Article 69(1)Before incorporating an investment corporation, an organizer must first notify the Prime Minister that it will do so, giving the names and addresses of the candidates for executive managing officer at incorporation (meaning persons that will become executive managing officers at the time of the investment corporation's incorporation; the same applies hereinafter) pursuant to the provisions of Cabinet Office Order.

(2)A certificate of incorporation and other paper documents that Cabinet Office Order prescribes must accompany the notification referred to in the preceding paragraph.

(3)In a case as referred to in the preceding paragraph, if the certificate of incorporation has been created as an electronic or magnetic record, the electronic or magnetic record (but only one as Cabinet Office Order prescribes) may accompany the notification in lieu of the paper documents.

(4)An organizer must not notify a person as under Article 71, paragraph (1), solicit offers to subscribe for investment equity issued at incorporation, or take action to personally subscribe for investment equity issued at incorporation or to have another person subscribe for it, until after filing a notification under paragraph (1).

(5)The certificate of incorporation comes into effect when a notification under paragraph (1) is accepted.

(6)A certificate of incorporation for which a notification under paragraph (1) has been accepted may not be revised before the establishment of the investment corporation.

(7)The provisions of Article 96 and Article 97 of the Companies Act apply mutatis mutandis to the revision of a certificate of incorporation. In such a case, the term "Article 30 (2)" in Article 96 of that Act is deemed to be replaced with "Article 69, paragraph (6) of the Investment Corporations Act"; the term "each item of Article 28" in Article 97 of the Companies Act is deemed to be replaced with "Article 67, paragraph (1), item (xvii) or item (xviii) of the Investment Corporations Act" and Cabinet Order provides for any other necessary technical replacement of terms.

Article 70(1)Organizers must observe laws, regulations, and the certificate of incorporation and loyally carry out their duties for the benefit of the investment corporation that they seek to incorporate.

(2)Organizers must observe laws, regulations, and the certificate of incorporation, and employ the due care of a prudent manager toward the investment corporation that they seek to incorporate when carrying out its operations.

Article 70-2(1)On each occasion before soliciting persons to subscribe for investment equity issued at incorporation, an organizer must establish the following particulars with regard to the investment equity for subscription at incorporation (meaning the investment equity issued at incorporation allotted to persons responding to that solicitation by offering to subscribe for investment equity issued at incorporation; the same applies hereinafter):

(2)Before establishing the particulars is set forth in the items of the preceding paragraph, the organizer must first obtain the consent all of the organizers.

(3)The conditions for solicitation referred to in paragraph (1) must be prescribed equally for each solicitation.

Article 71(1)An organizer must notify a person seeking to respond to the solicitation referred to in paragraph (1) of the preceding Article by offering offer to subscribe for investment equity for subscription at incorporation of the following information:

(2)The institution handling payments as referred to in item (v) of the preceding paragraph must be a bank or equivalent institution (meaning a bank, trust company, or other institution that Cabinet Office Order prescribes as being equivalent thereto; the same applies in Article 88-17, paragraph (1)).

(3)Cabinet Office Order prescribes the details of the information set forth in paragraph (1), item (vi).

(4)A person responding to a solicitation as referred to in paragraph (1) of the preceding Article by offering offer to subscribe for investment equity for subscription at incorporation must deliver a paper document to the organizers giving the following information:

(5)With the consent of the organizers and pursuant to the provisions of Cabinet Order, in lieu of delivering a paper document as prescribed in the preceding paragraph, a person making an offer as referred to in that paragraph may provide the organizers with the information that the person is required to give in the paper document referred to in the preceding paragraph by electronic or magnetic means (meaning by using an electronic data processing system or applying information and communications technology in a way that Cabinet Office Order prescribes; hereinafter the same applies except in Article 186-2, paragraph (1), item (iii)). In such a case, the person making the offer is deemed to have delivered the paper document referred to in the preceding paragraph.

(6)If a piece of information set forth in one of the items of paragraph (1) changes, an organizer must immediately notify a person that has made an offer as referred to in paragraph (4) (referred to as an "offeror" in the following paragraph) of this and of the information that has changed.

(7)It is sufficient for a notice or demand that an organizer issues to an offeror to be sent to the address referred to in paragraph (4), item (i) (or to any other place or point of contact for receiving notices or demands of which the offeror has notified the organizer).

(8)A notice or demand as referred to in the preceding paragraph is deemed to arrive at the time that it would normally arrive.

(9)A person must use money to pay in for a subscription for investment equity for subscription at incorporation.

(10)The provisions of Article 60; Article 62 (excluding item (ii)); and Article 63 of the Companies Act apply mutatis mutandis to investment equity for subscription at incorporation, and Article 64 of that Act applies mutatis mutandis to the bank or equivalent institution prescribed in paragraph (2). In such a case, the phrase "item (ii), paragraph (3) of the preceding Article" in Article 60, paragraph (1) of that Act is deemed to be replaced with "Article 71, paragraph (4), item (ii) of the Investment Corporations Act"; the phrase "item (iii) of Article 58 (1)" in Article 60, paragraph (2) and Article 63, paragraph (1) of the Companies Act is deemed to be replaced with "Article 70-2, paragraph (1), item (iii) of the Investment Corporations Act"; the phrase "Article 57 (1)" in Article 64, paragraph (1) of the Companies Act is deemed to be replaced with "Article 70-2, paragraph (1) of the Investment Corporations Act"; and Cabinet Order provides for any other necessary technical replacement of terms.

Article 72The candidates for executive managing officer at incorporation, supervisory officer at incorporation, and financial auditor at incorporation of which persons have been notified pursuant to paragraph (1) of the preceding Article are deemed to have been appointed as executive managing officers at incorporation, supervisory officers at incorporation, and financial auditors at incorporation when the allotment of investment equity issued at incorporation is complete.

Article 73(1)An executive managing officer at incorporation or supervisory officer at incorporation must investigate the following matters with regard to the incorporation of an investment corporation without delay after the date referred to in Article 70-2, paragraph (1), item (iii) or the last day of the period referred to in that item, whichever comes later:

(2)If, due to an investigation under the preceding paragraph, an executive managing officer at incorporation finds anything lacking in terms of the matters set forth in the items of the preceding paragraph, the officer must report this to the organizer.

(3)On receipt of a report under the preceding paragraph, an organizer must call a general meeting of investors at incorporation (meaning persons that will become investors in an investment corporation pursuant to Article 102, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 75, paragraph (5); the same applies hereinafter) (hereinafter such a general meeting is referred to as an "organizational meeting").

(4)The provisions of Article 90-2 and Article 91 of this Act apply mutatis mutandis if an organizer calls an organizational meeting, the provisions of Article 68, paragraph (5) through paragraph (7); the main clause of Article 72, paragraph (1); Article 73, paragraph (1) and paragraph (4); Article 74 through Article 83; and Article 93, paragraph (2) and paragraph (3) of the Companies Act apply mutatis mutandis to the organizational meeting of an investment corporation, and the provisions of Article 830; Article 831; Article 834 (but only the part that is relevant to item (xvi) and item (xvii)); Article 835, paragraph (1); Article 836, paragraph (1) and paragraph (3); Article 837; Article 838; Article 846; and Article 937, paragraph (1) (but only the part that is relevant to (g) of item (i)) of the Companies Act apply mutatis mutandis to an action seeking a declaratory judgment to establish the absence or invalidity of a resolution at an organizational meeting of an investment corporation or an action seeking the rescission of such a resolution. In such a case, the phrase "must issue public notice of the date of the investors' meeting by at least two months before that date, and must send notice of this in writing to the investors by two weeks before that date" in Article 91, paragraph (1) of this Act is deemed to be replaced with "must send notice of this in writing to the investors by two weeks before that date"; the phrase "item (v) of Article 27, or item (i) of Article 59, paragraph (3)" in Article 68, paragraph (5) of the Companies Act is deemed to be replaced with "Article 67, paragraph (1), item (xvi) or Article 71, paragraph (4), item (i) of the Investment Corporations Act"; the term "paragraph (1)" in Article 68, paragraph (7) of the Companies Act is deemed to be replaced with "Article 91, paragraph (1) of the Investment Corporations Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Investment Corporations Act"; the phrase "item (ii) of Article 67, paragraph (1)" in Article 73, paragraph (4) of the Companies Act is deemed to be replaced with "Article 90-2, paragraph (1), item (ii) of the Investment Corporations Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Investment Corporations Act"; the phrase "Article 68, paragraph (3)" in Article 74, paragraph (4) and Article 76, paragraph (2) of the Companies Act is deemed to be replaced with "Article 91, paragraph (2) of the Investment Corporations Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Investment Corporations Act"; the phrase "Article 67 and Article 68" in Article 80 of the Companies Act is deemed to be replaced with "Article 90-2, paragraph (1) and Article 91, paragraph (1) through paragraph (3) of the Investment Corporations Act as applied mutatis mutandis pursuant to Article 73, paragraph (4) of the Investment Corporations Act"; the term "the court" in Article 81, paragraph (4) and Article 82, paragraph (4) of the Companies Act is deemed to be replaced with "the Prime Minister"; the phrase "the directors at incorporation" in Article 93, paragraph (2) and paragraph (3) of the Companies Act is deemed to be replaced with "The executive managing officers at incorporation and supervisory officers at incorporation"; the phrases "the preceding paragraph" in Article 93, paragraph (2) of the Companies Act and "paragraph (1)" in paragraph (3) of that Article are deemed to be replaced with "Article 73, paragraph (1) of the Investment Corporations Act"; and Cabinet Order provides for any other necessary technical replacement of terms.

Article 74An investment corporation is established by a registration being made of its incorporation.

Article 75(1)The provisions of Article 53 through Article 56 of the Companies Act apply mutatis mutandis to investment corporations. Cabinet Order provides for the necessary technical replacement of terms in such a case.

(2)If any part of the investment equity for subscription at incorporation remains unsubscribed for at the time of the establishment of an investment corporation, the organizers, executive managing officers at incorporation, and supervisory officers at incorporation are deemed to have jointly subscribed for that part of the equity. The same applies if a subscriber for investment equity rescinds the intention it has manifested to be bound by its subscription for investment equity for subscription at incorporation after the establishment of the investment corporation.

(3)If there is investment equity for subscription at incorporation for which payment as under Article 63, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 71, paragraph (10) has not been made at the time of the establishment of the investment corporation, the organizers, executive managing officers at incorporation, and supervisory officers at incorporation have a joint and several obligation to pay the amount that has not been paid in.

(4)Persons (other than the organizers) that consent to having their names and an indication of their support for the incorporation of an investment corporation included or recorded in an advertisement for solicitation as prescribed in Article 70-2, paragraph (1) or in other solicitation-related documents or electronic or magnetic records are deemed to be organizers and the preceding three paragraphs apply.

(5)Article 102 of the Companies Act (excluding paragraph (3) and paragraph (4)) apply mutatis mutandis to investment equity for subscription at incorporation. Cabinet Order provides for the necessary technical replacement of terms in such a case.

(6)The provisions of Article 828, paragraph (1) (but only the part that is relevant to item (i)) and paragraph (2) (but only the part that is relevant to item (i)); Article 834 (but only the part that is relevant to item (i)); Article 835, paragraph (1); Article 836, paragraph (1) and paragraph (3); Article 837 through Article 839; Article 846; and Article 937, paragraph (1) (but only the part that is relevant to item (i), (a)) of the Companies Act apply mutatis mutandis to an action to invalidate the incorporation of an investment corporation. Cabinet Order provides for the necessary technical replacement of terms in such a case.

(7)The provisions of Part VII, Chapter 2, Section 2 of the Companies Act (excluding Article 847, paragraph (2); Article 847-2; Article 847-3; Article 849, paragraph (2), paragraph (3), item (ii) and item (iii) and paragraph (6) through paragraph (11); Article 851, paragraph (1), item (i) and paragraph (2); and Article 853, paragraph (1), item (ii) and item (iii)) apply mutatis mutandis to an action to enforce the liability of an organizer, executive managing officer at incorporation, or supervisory officer at incorporation. Cabinet Order provides for the necessary technical replacement of terms in such a case.

Article 76(1)Investment equity issued by an investment corporation has no par value.

(2)The provisions of Article 113, paragraph (2) and paragraph (4) of the Companies Act apply mutatis mutandis to the total number of issuable units of investment equity. In such a case, the phrases "Article 236, paragraph (1), item (iv)", "Article 282, paragraph (1)", and "issued shares (excluding treasury shares (meaning shares in a stock company owned by that stock company itself. The same applies hereinafter.))" in Article 113, paragraph (4) of that Act are deemed to be replaced with "Article 88-2, item (iii) of the Investment Corporations Act", "Article 88-18, paragraph (1) of the Investment Corporations Act", and "issued investment equity", respectively; and Cabinet Order provides for any other necessary technical replacement of terms.

Article 77(1)Investor liability is limited to the subscription price of the investment equity held by the investor.

(2)An investor has the following rights and rights accorded thereto pursuant to the provisions of this Act in respect of the investment equity held thereby:

(3)Provisions of the certificate of incorporation indicating that investors will not be granted all of the rights set forth in item (i) and item (ii) of the preceding paragraph or all or a part of the rights set forth in item (iii) of that paragraph are invalid.

(4)The provisions of Article 106 and Article 109, paragraph (1) of the Companies Act apply mutatis mutandis to investment equity. In such a case, the phrase "the features and numbers" in that paragraph is deemed to be replaced with "the number of units" and Cabinet Order provides for any other necessary technical replacement of terms.

Article 77-2(1)An investment corporation must not provide any person with an economic benefit (but only one provided on the account of the investment corporation or its subsidiary corporation (meaning an investment corporation in which the relevant investment corporation holds the majority of the issued investment equity (meaning the investment equity that an investment corporation issues; the same applies hereinafter); the same applies hereinafter); hereinafter the same applies in this Article) in association with a person's exercise of a right as an investor.

(2)If an investment corporation provides an economic benefit to a particular investor free of charge, the investment corporation is presumed to have accorded that economic benefit to the investor in association with their exercise of a right. The same applies if an investment corporation provides an economic benefit to a particular investor at a charge, if the benefit received by the investment corporation or its subsidiary corporation is significantly less than that economic benefit.

(3)If an investment corporation violates paragraph (1) in providing a person with an economic benefit in violation of paragraph (1), the person receiving the benefit must return it to the investment corporation or its subsidiary corporation. In such a case, if the person receiving the benefit has paid or delivered something to the investment corporation or its subsidiary corporation in exchange for it, the person is entitled to its return.

(4)If an investment corporation violates paragraph (1) in providing a person with an economic benefit, the executive managing officers or supervisory officers that Cabinet Office Order prescribes as being involved in providing the benefit have a joint and several obligation to pay the investment corporation an amount equivalent to the value of the benefit; provided, however, that, this does not apply if those persons (other than the executive managing officer providing the person with the benefit) prove that they did not neglect to exercise due care in undertaking their duties.

(5)A release from the obligation referred to in the preceding paragraph may not be granted without all investors' agreement.

(6)The provisions of Part VII, Chapter 2, Section 2 of the Companies Act (excluding Article 847, paragraph (2); Article 847-2; Article 847-3; Article 849, paragraph (2), paragraph (3), item (ii) and item (iii) and paragraph (6) through paragraph (11); Article 851, paragraph (1), item (i) and paragraph (2); and Article 853, paragraph (1), item (ii) and item (iii)) apply mutatis mutandis to an action seeking the return of the benefit referred to in paragraph (3). Cabinet Order provides for the necessary technical replacement of terms in such a case.

Article 77-3(1)An investment corporation must prepare an investor register and enter or record the following information and the total number of units of issued investment equity therein:

(2)An investment corporation may fix a specific date (hereinafter referred to as the "record date" in this paragraph and the following paragraph) and establish that the investors entered or recorded in the investor register on the record date are the persons that are entitled to exercise their rights.

(3)The provisions of Article 124, paragraph (2) and paragraph (3) of the Companies Act apply mutatis mutandis to record dates, Article 125 of that Act applies mutatis mutandis to investor registers, and the provisions of Article 126 and Article 596, paragraph (1) and paragraph (2) of that Act apply mutatis mutandis to notices or demands issued to investors. In such a case, the phrase "its head office (or, in cases where there is an administrator of shareholder registry, at its business office)" in Article 125, paragraph (1) of that Act is deemed to be replaced with "the business office of the administrator of registers as prescribed in Article 166, paragraph (2), item (viii) of the Investment Corporations Act"; the term "the court" in Article 125, paragraph (4) and paragraph (5) of the Companies Act is deemed to be replaced with "the Prime Minister"; the phrase "Article 299 (1) (including the case where applied mutatis mutandis pursuant to Article 325)" in Article 126, paragraph (5) of that Act is deemed to be replaced with "Article 91, paragraph (1) of the Investment Corporations Act"; and Cabinet Order provides for any other necessary technical replacement of terms.

(4)The provisions of paragraph (2), as well as the provisions of Article 124, paragraph (2) and paragraph (3) of the Companies Act and Article 196, paragraph (1) and paragraph (2) of that Act as applied mutatis mutandis pursuant to the preceding paragraph apply mutatis mutandis to a pledgee for which the information set forth in the items of Article 148 of that Act as applied mutatis mutandis pursuant to Article 79, paragraph (4) has been entered or recorded in the investor register (hereinafter such a pledgee is referred to as "registered pledgee of investment equity") and Article 150 of that Act applies mutatis mutandis to a notice or demand issued to a registered pledgee of investment equity. Cabinet Order provides for the necessary technical replacement of terms in such a case.

(5)If an investment corporation has not issued investment securities for any of its investment equity, it may notify the investors and registered pledgees of investment equity of the information of which it is required to issue public notice, in lieu of issuing public notice as referred to in Article 124, paragraph (3) of the Companies Act (including as applied mutatis mutandis pursuant to the preceding paragraph) as applied mutatis mutandis pursuant to paragraph (3).

Article 78(1)An investor may transfer the investment equity held thereby.

(2)An investment corporation may not require the approval of the board of officers for a transfer of investment equity or otherwise restrict the transfer thereof.

(3)A transfer of investment equity is invalid unless the investment securities representing that investment equity are delivered.

(4)A transfer of investment equity effected before the issuance of investment securities is not valid against an investment corporation.

Article 79(1)A transfer of investment equity may not be duly asserted against the investment corporation unless the name and address of the person acquiring the investment equity have been entered or recorded in the investor register.

(2)The possessor of an investment security is presumed to be the lawful owner of the rights to the investment equity that the investment security represents.

(3)Article 131, paragraph (2) of the Companies Act applies mutatis mutandis to investment securities, and the provisions of Article 132 and Article 133 of that Act apply mutatis mutandis to investment equity. Cabinet Order provides for the necessary technical replacement of terms in such a case.

(4)The provisions of Article 146; Article 147, paragraphs (2) and (3); Article 148; Article 151, paragraph (1) (but only the part that is relevant to item (iv), item (v), items (vii) through (ix), items (xi), and (xiv)); Article 153, paragraphs (2) and (3); and Article 154, paragraphs (1) and (2) (but only the part that is relevant to item (i) and item (iii)) of the Companies Act apply mutatis mutandis to the pledging of investment equity. In such a case, the phrase "allotment of share options without contribution provided for in Article 277" in Article 151, paragraph (1), item (vii) of that Act is deemed to be replaced with "allotment of investment equity subscription rights without contribution provided for in Article 88-13 of the Investment Corporations Act"; the phrase "dividends of surplus" in Article 151, item (viii) of the Companies Act is deemed to be replaced with "distribution of monies"; the term "acquisition" in item (xiv) of that paragraph is deemed to be replaced with "refund or acquisition"; the phrase "In the cases provided for in paragraph (2) of the spreceding article" in Article 153, paragraph (2) of that Act is deemed to be replaced with "If the investment equity is consolidated"; the phrase "In the cases provided for in paragraph (3) of the preceding Article" in paragraph (3) of that Article is deemed to be replaced with "If the investment equity is split" and Cabinet Order provides for any other necessary technical replacement of terms.

Article 80(1)An investment corporation mat not acquire investment equity in itself or receive investment equity in itself as the subject of a pledge; provided, however, that this does not apply if it acquires the investment equity in the one of the following cases:

(2)In a case as referred to in the proviso to the preceding paragraph, the investment corporation must dispose of or cancel its investment equity at an appropriate time.

(3)Cabinet Office Order provides for the means for the disposal referred to in the preceding paragraph.

(4)If disposing of or cancelling investment equity pursuant to the provisions of paragraph (2), an investment corporation must decide on the number of units of investment equity in itself that will be disposed of or cancelled, by resolution of the board of officers.

(5)If investment equity is cancelled pursuant to the provisions of paragraph (2), the part of the total amount of investment and investment surplus as referred to in Article 135 (hereinafter referred to as the "total amount of investment and surplus") that is equivalent to the amount of investment equity that has been cancelled must be deducted from the total amount of investment and surplus, pursuant to the provisions of Cabinet Office Order.

Article 80-2(1)On each occasion before acquiring investment equity in itself in accordance with the provisions of a certificate of incorporation under the provisions of paragraph (1), item (i) of the preceding Article, an investment corporation must establish the following particulars:

(2)The acquisition of investment equity under the preceding paragraph is deemed to be a distribution of monies and the provisions of Article 137, paragraph (1); Article 138; and Article 139 apply. In such a case, the phrase "the statements related to the distribution of monies approved under Article 131, paragraph (2) to its investors" in that paragraph is deemed to be replaced with "the total of the amount set forth in Article 80-2, paragraph (1), item (iii)" and the phrase "Article 131, paragraph (2)" in Article 138, paragraph (1), item (ii) is deemed to be replaced with "Article 80-2, paragraph (3)".

(3)The particulars set forth in the items of paragraph (1) must be decided by resolution of the board of officers.

(4)The conditions for acquisition of investment equity referred to in paragraph (1) must be prescribed equally for each decision under that paragraph.

Article 80-3(1)An investment corporation must notify the investors of the particulars set forth in the items of paragraph (1) of the preceding Article.

(2)Public notice may be substituted for the notice under the preceding paragraph.

Article 80-4(1)When offering to transfer the investment equity held thereby, an investor that has been notified under paragraph (1) of the preceding Article must make clear to the investment corporation the number of units of investment equity subject to the offer.

(2)An investment corporation is deemed to accept a transfer of investment equity that an investor referred to in the preceding paragraph offers on the date provided for in Article 80-2, paragraph (1), item (iv); provided, however, that if the total number of units of investment equity that the investors under that paragraph offer (hereinafter referred to as the "total number of units offered" in this paragraph) exceeds the number of units provided for in paragraph (1), item (i) of that Article (hereinafter referred to as the "total number of units for acquisition" in this paragraph) the investment corporation is deemed to accept a transfer of investment equity in the number of units arrived at when the total number of units for acquisition is divided by the total number of units offered, and then the product is multiplied by the number of units of investment equity offered by the investors under the preceding paragraph (any fractional unit arising from that calculation is to be disregarded).

Article 80-5(1)The provisions of Article 80-2 (but only the part that is relevant to paragraph (4)) through the preceding Article do not apply if an investment corporation acquires investment equity in itself through transactions on a financial instruments exchange market as prescribed in Article 2, paragraph (17) of the Financial Instruments and Exchange Act, through the transactions that Cabinet Order prescribes as prescribed in the proviso to Article 27-22-2, paragraph (1) of that Act, or through a tender offer as prescribed in Article 27-2, paragraph (6) of that Act.

(2)To apply Article 80-2, paragraph (1) in a case as prescribed in the preceding paragraph, the phrase "On each occasion before acquiring investment equity in itself in accordance with the provisions of a certificate of incorporation under the provisions of paragraph (1), item (i) of the preceding Article, an investment corporation must establish the following particulars" in Article 80-2, paragraph (1) is deemed to be replaced with "Before acquiring investment equity in itself in accordance with the provisions of a certificate of incorporation under the provisions of paragraph (1), item (i) of the preceding Article, an investment corporation must first establish the following particulars (excluding those set forth in item (ii)); provided however, that the period prescribed in item (iv) may not exceed one year" and the phrase "the date for offers to transfer investment equity" in item (iv) of that paragraph is deemed to be replaced with "the period during which it may acquire the investment equity".

Article 81(1)A subsidiary corporation may not acquire investment equity in an investment corporation that constitutes its parent corporation (meaning an investment corporation that has another investment corporation as its subsidiary corporation; the same applies hereinafter) (hereinafter such investment equity is referred to as the "investment equity in a parent corporation" in this Article).

(2)The preceding paragraph does not apply:

(3)A subsidiary corporation must dispose of the investment equity in a parent corporation it holds at an appropriate time.

(4)To apply this Act if a parent corporation and its subsidiary corporation together, or a subsidiary corporation alone, holds investment equity representing over half of the issued investment equity in another investment corporation, the other investment corporation is deemed to be the subsidiary corporation of that parent corporation.

(5)The provisions of Article 80, paragraph (3) apply mutatis mutandis if the investment equity in a parent corporation is disposed of as referred to in paragraph (3).

Article 81-2(1)An investment corporation may consolidate its investment equity.

(2)The provisions of Article 180 paragraph (2) (excluding item (iii) and item (iv)) and paragraph (4); Article 181; Article 182, paragraph (1); Article 182-2 (excluding paragraph (1), item (ii)); Article 182-3; and Article 182-6 of the Companies Act apply mutatis mutandis to a case as prescribed in the preceding paragraph, and Article 215, paragraph (2) of that Act applies mutatis mutandis to an investment corporation (other than one that has established the provisions under the first sentence of Article 86, paragraph (1) in its certificate of incorporation). In such a case, the term "shareholders meeting" in Article 180, paragraph (2) of that Act is deemed to be replaced with "investors' meeting" and Cabinet Order provides for any other necessary technical replacement of terms.

Article 81-3(1)An investment corporation may split its investment equity.

(2)The provisions of Article 183, paragraph (2) (excluding item (iii)) and Article 184 of the Companies Act apply mutatis mutandis to the cases prescribed in the preceding paragraph, and Article 215, paragraph (3) of that Act applies mutatis mutandis to an investment corporation (other than one that has established the provisions under the first sentence of Article 86, paragraph (1) in its certificate of incorporation). In such a case, the phrases "a stock company" and "it prescribes the following matters by resolution at a shareholders meeting (or of a board of directors meeting for a company with a board of directors)" in Article 183, paragraph (2) of that Act are deemed to be replaced with "an investment corporation" and "the executive managing officers must prescribe the following particulars and get the approval of the board of officers", respectively; the term "Article 466" in Article 184, paragraph (2) of that Act is deemed to be replaced with "Article 140 of the Investment Corporations Act"; and Cabinet Order provides for any other necessary technical replacement of terms.

Article 81-4(1)An investment corporation as prescribed in Article 86, paragraph (1) may include provisions in its first certificate of incorporation upon incorporation indicating that it will that it will split its investment equity without abiding by the provisions of Article 183, paragraph (2) of the Companies Act (excluding item (iii)) as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article. In such a case, the investment corporation must notify persons seeking to respond to a solicitation as referred to in Article 70-2, paragraph (1) or paragraph (1) of the following Article by offering to subscribe for investment equity for subscription at incorporation or investment equity for subscription as prescribed in paragraph (1) of the following Article, giving an indication of this and giving the information set forth in the items of the following paragraph.

(2)In a case as referred to in the first sentence of the preceding paragraph, the certificate of incorporation must establish the following particulars:

(3)In a case as referred to in the first sentence of paragraph (1), for each period that Cabinet Office Order prescribes, the investment corporation must notify the investors prescribed in item (iii) of the preceding paragraph and the registered pledgees of investment equity held by those investors, of the number of units of investment equity that the investors will receive as a result of the splitting of the investment equity, the calculations involved in the split, and other information that Cabinet Office Order prescribes.

Article 82(1)On each occasion before an investment corporation solicits persons to subscribe for the investment equity it issues, its executive managing officer must establish the following particulars regarding the investment equity for subscription (meaning the investment equity allotted to persons responding to that solicitation by offering to subscribe for investment equity; hereinafter the same applies in this Section) and get the approval of the board of officers:

(2)Notwithstanding the provisions of the preceding paragraph, the executive managing officers of an investment corporation as provided in Article 86, paragraph (1) must specify the issuance period and seek the approval of the board of officers for the ensemble of solicitations for persons to subscribe for investment equity for subscription within the issuance period.

(3)In a case as referred to in the preceding paragraph, beyond the issuance period, the executive managing officers referred to in that paragraph must prescribe the following particulars and get the approval of the board of officers:

(4)In a case as referred to in paragraph (2), the investment corporation must issue public notice of the amount to be paid in, for each solicitation as referred to in item (ii) of the preceding paragraph, that has been established in the way set forth in that item. Cabinet Office Order prescribes the means of public notice and any other necessary particulars in such a case.

(5)The particulars set forth in the items of paragraph (1) (or, in a case as referred to in paragraph (2), the issuance period referred to in paragraph (3) and the particulars set forth in the items of that paragraph; referred to as "subscription requirements" in paragraph (1), item (vi) of the following Article) must be prescribed equally for each solicitation under paragraph (1).

(6)In a case as referred to in the preceding paragraph, the amount to be paid in for the investment equity for subscription must be fair in light of the contents of the assets held by the investment corporation.

(7)Once an investment corporation issues investment equity after its establishment, it must incorporate the total amount to be paid in for the investment equity into its total amount of investment.

Article 83(1)An investment corporation must notify a person seeking to respond to a solicitation as referred to in paragraph (1) of the preceding Article by offering offer to subscribe for investment equity for subscription of the following information:

(2)Cabinet Office Order prescribes the details of the information set forth in item (iv) of the preceding paragraph.

(3)A person responding to a solicitation as referred to in paragraph (1) of the preceding Article by offering to subscribe for investment equity for subscription must deliver a paper document to the investment corporation giving the following information:

(4)With the consent of the investment corporation and pursuant to the provisions of Cabinet Order, in lieu of delivering a paper document as referred to in the preceding paragraph, a person making an offer as referred to in that paragraph may provide the investment corporation with the information that the person is required to give in the paper document referred to in the preceding paragraph by electronic or magnetic means. Having done so, the person making the offer is deemed to have delivered the paper document referred to in that paragraph.

(5)The provisions of paragraph (1) do not apply if an investment corporation has delivered a prospectus as prescribed in Article 2, paragraph (10) of the Financial Instruments and Exchange Act that gives the information set forth in the items of paragraph (1) to the person seeking to make the offer referred to in paragraph (1), nor do they apply to any other case that Cabinet Office Order prescribes as one in which non-application of these provisions is unlikely to lead to a lack of protection for the persons seeking to offer to subscribe for investment equity for subscription.

(6)If a piece of information set forth in one of the items of paragraph (1) changes, the investment corporation must immediately notify a person that has made an offer as referred to in paragraph (3) (referred to as an "offeror" in the following paragraph) of this and of the information that has changed.

(7)It is sufficient for a notice or demand that an investment corporation issues to an offeror to be sent to the address referred to in paragraph (3), item (i) (or to any other place or point of contact for receiving notices or demands of which the offeror has notified the investment corporation).

(8)A notice or demand as referred to in the preceding paragraph is deemed to arrive at the time that it would normally arrive.

(9)The provisions of Article 204, paragraph (1) and paragraph (3); Article 205, paragraph (1) and Article 206 of the Companies Act apply mutatis mutandis to an investment equity for subscription. In such a case, the phrase "item (ii), paragraph (2) of the preceding Article" in Article 204, paragraph (1) of that Act is deemed to be replaced with "Article 83, paragraph (3), item (ii) of the Investment Corporations Act"; the phrase "the date referred to in item (iv), paragraph (1) of Article 199 (or, in cases where a period is prescribed under that item, no later than the day immediately preceding the first day of that period)" in Article 204, paragraph (3) of the Companies Act is deemed to be replaced with "the date referred to in Article 82, paragraph (1), item (iii) of the Investment Corporations Act (or, if a period as referred to in that item has been prescribed, no later than the day immediately preceding the first day of that period; and in a case as referred to in paragraph (2) of that Article, the date referred to in item (ii), paragraph (3) of that Article as fixed in the way set forth in that item)"; the phrase "the preceding two Articles" in Article 205, paragraph (1) of the Companies Act is deemed to be replaced with "the provisions of Article 83, paragraph (1) through paragraph (8) and paragraph (1), and paragraph (3) of the preceding Article as applied mutatis mutandis pursuant to Article 83, paragraph (9) of the Investment Corporations Act"; and Cabinet Order provides for any other necessary technical replacement of terms.

Article 84(1)The provisions of Article 208 (excluding paragraph (2)); Article 209 through Article 211; Article 212, paragraph (1) (excluding item (ii)); Article 213-2 (excluding paragraph (1), item (ii)); and Article 213-3 of the Companies Act apply mutatis mutandis to investment equity for subscription. In such a case, the phrase "on the date or within the period provided for in Article 199, paragraph (1), item (iv)" in Article 208, paragraph (1) of that Act is deemed to be replaced with "on the date or within the period provided for in Article 82, paragraph (1), item (iii) of the Investment Corporations Act (or, in a case as referred to in paragraph (2) of that Article, the date referred to in item (ii), paragraph (3) of that Article fixed in the way set forth in that item)"; the phrase "a date under Article 199 (1), item (iv)" in Article 209, paragraph (1), item (i) of the Companies Act is deemed to be replaced with "a date under Article 82, paragraph (1), item (iii) of the Investment Corporations Act (or, in a case as referred to in paragraph (2) of that Article, the date referred to in Article 82, paragraph (3), item (ii) fixed in the way set forth in that item)"; the phrase "Article 199, paragraph (1), item(iv)" in Article 209, paragraph (1), item (ii) is deemed to be replaced with "Article 82, paragraph (1), item (iii) of the Investment Corporations Act"; the phrases "Article 199, paragraph (1)" and "share issue or disposition of treasury shares" in Article 210 of the Companies Act are deemed to be replaced with "Article 82, paragraph (1) of the Investment Corporations Act" and "issue", respectively; and Cabinet Order provides for any other necessary technical replacement of terms.

(2)The provisions of Article 828, paragraph (1) (but only the part that is relevant to item (ii)) and paragraph (2) (but only the part that is relevant to item (ii)); Article 834 (but only the part that is relevant to item (ii)); Article 835, paragraph (1); Article 836, paragraph (1) and paragraph (3); Article 837 through Article 840; Article 846; and Article 937, paragraph (1) (but only the part that is relevant to item (i),(b)) of the Companies Act apply mutatis mutandis to an action to invalidate the issuance of investment equity after the establishment of an investment corporation, and the provisions of Article 868, paragraph (1); the main clause of Article 871; Article 872 (but only the part that is relevant to item (ii)); the main clause of Article 873; Article 875 through Article 877; and Article 878, paragraph (1) of that Act apply mutatis mutandis to a petition referred to in Article 840, paragraph (2) of that Act as applied mutatis mutandis pursuant to this paragraph. Cabinet Order provides for the necessary technical replacement of terms in such a case.

(3)The provisions of Article 829 (but only the part that is relevant to item (i)); Article 834 (but only the part that is relevant to item (xiii)); Article 835, paragraph (1); Article 836 through Article 838; Article 846; and Article 937, paragraph (1) (but only the part that is relevant to item (i), (e)) of the Companies Act apply mutatis mutandis to an action for a declaratory judgment establishing the non-occurrence of the issuance of investment equity after the establishment of an investment corporation. Cabinet Order provides for the necessary technical replacement of terms in such a case.

(4)The provisions of Part VII, Chapter 2, Section 2 (excluding Article 847, paragraph (2); Article 847-2; Article 847-3; Article 849, paragraph (2), paragraph (3), item (ii) and item (iii) and paragraph (6) through paragraph (11); Article 851, paragraph (1), item (i) and paragraph (2); and Article 853, paragraph (1), item (ii) and item (iii)) of the Companies Act apply mutatis mutandis to an action for payment under Article 212, paragraph (1) (excluding item (ii)) and Article 213-2 (excluding paragraph (1), item (ii)) of that Act as applied mutatis mutandis pursuant to paragraph (1). Cabinet Order provides for the necessary technical replacement of terms in such a case.

Article 85(1)without delay on or after the day it has issued investment equity, an investment corporation must issue investment securities representing that investment equity.

(2)The following information and the serial number of the investment security must appear on an investment security, and an executive managing officer must sign it or have the name and seal thereof affixed to it:

(3)The provisions of Article 217 of the Companies Act apply mutatis mutandis to the investment securities of an investment corporation (other than one that has included provisions in its certificate of incorporation as under the first sentence of paragraph (1) of the following Article), and the provisions of Article 291 of that Act apply mutatis mutandis pursuant to investment securities. Cabinet Order provides for the necessary technical replacement of terms in such a case.

Article 86(1)Notwithstanding the provisions of paragraph (1) of the preceding Article, an investment corporation whose certificate of incorporation includes provisions indicating that the corporation will refund investment equity at the request of the investor may include provisions in its certificate of incorporation that it will not issue investment securities unless requested to do so by the investor. In such a case, the investment corporation must notify a person seeking respond to a solicitation as referred to in Article 70-2, paragraph (1) or Article 82, paragraph (1) by offering to subscribe for investment equity for subscription at incorporation or investment equity for subscription, of this.

(2)In a case as referred to in the first sentence of the preceding paragraph, investors holding investment securities that have already been issued may submit those investment securities to the investment corporation and inform it that they do not wish to hold them. In such a case, the investment securities submitted to the investment corporation are invalid.

(3)If an investment corporation that has established the provisions prescribed in the first sentence of paragraph (1) issues investment securities at the request of an investor it must enter or record this in the investor register without delay, and if it is informed as under the first sentence of the preceding paragraph, it must make an entry or record in the investor register without delay indicating that the investment securities have been returned.

(4)If an investment corporation as referred to in the preceding paragraph decides to revise its certificate of incorporation so as not to accommodate requests for refunds of investment equity, it must revise its certificate of incorporation to repeal the provisions referred to in that paragraph, and must issue un-issued investment securities without delay.

Article 87(1)If an investment corporation takes one of the following actions, it must issue public notice and individual notices to all investors and registered pledgees of investment equity by at least one month before the day on which the action becomes effective, indicating that persons must submit all of the investment securities representing investment equity to the investment corporation by the day on which the action becomes effective; provided, however, that this does not apply if the investment corporation has not issued investment securities for any of its investment equity:

(2)The provisions of Article 219, paragraph (2) (but only the part that is relevant to item (i) and item (iv)) and paragraph (3) and Article 220 of the Companies Act apply mutatis mutandis to investment securities. In such a case, the phrase "items (i) through (iv) of the preceding paragraph" in Article 219, paragraph (2), item (i) of that Act is deemed to be replaced with "Article 87, paragraph (1), item (i) of the Investment Corporations Act"; the phrases "A company surviving an absorption-type merger as prescribed in Article 749, paragraph (1)" and "a company incorporated in a consolidation-type merger as prescribed in Article 753, paragraph (1)" in Article 219, paragraph (2), item (iv) of the Companies Act are deemed to be replaced with "an corporation surviving an absorption-type merger as prescribed in Article 147, paragraph (1), item (i) of the Investment Corporations Act" and "a corporation incorporated in a consolidation-type merger as prescribed in Article 148, paragraph (1), item (ii) of the Investment Corporations Act", respectively; the phrases "each item of paragraph (1)" in Article 219, paragraph (3) of the Companies Act and "each item of paragraph (1) of the preceding Article" in Article 220, paragraph (1) of that Act are deemed to be replaced with "the items of Article 87, paragraph (1) of the Investment Corporations Act"; and Cabinet Order provides for any other necessary technical replacement of terms.

Article 88(1)If fractional units of investment equity arise due to an investment corporation's splitting or consolidating investment equity, the investment corporation must sell a number of units of investment equity that is equivalent to the total sum of those fractional units ( when a fraction of less than one remains, the franction is to be rounded down) in what Cabinet Office Order prescribes as a way that is appropriate for selling investment equity at a fair price, and must deliver the proceeds of the sale to the investors in proportion to their fractional units.

(2)Notwithstanding the provisions of the preceding paragraph, an investment corporation as prescribed in Article 86, paragraph (1) may refund fractional units of investment equity arising due to the corporation's splitting or consolidation of investment equity, in an amount that is fair in light of the investment corporation's amount of net assets.

(3)In a case as referred to in the preceding paragraph, an amount equivalent to the refunded investment equity must be deducted from the total amount of investment and surplus, pursuant to the provisions of Cabinet Office Order.

Article 88-2If an investment corporation issues investment equity subscription rights, it must decide on the following as the features of those investment equity subscription rights:

Article 88-3If an investment equity subscription rights is co-owned by two or more persons, the co-owners may not exercise their rights associated with that investment equity subscription rights unless they specify one person to exercise the rights associated with the investment equity subscription rights and notify the investment corporation of the name of that person; provided, however, that this does not apply if the investment corporation agrees to the exercise of those rights.

Article 88-4(1)An investment corporation may issue investment equity subscription rights only if it effects allotments of investment equity subscription rights without contribution.

(2)The period prescribed in Article 88-2, item (iii) for investment equity subscription rights to be issued pursuant to the preceding paragraph may not exceed three months from the day prescribed in Article 88-14, paragraph (1), item (ii).

Article 88-5(1)Without delay after the day on which it issues investment equity subscription rights, an investment corporation must prepare an investment equity subscription rights register and enter or record the information that the relevant of the following items prescribes for the category of investment equity subscription rights set forth in that item:

(2)The provisions of Article 252 of the Companies Act apply mutatis mutandis to the investment equity subscription rights register, and the provisions of 253 of that Act apply mutatis mutandis to notices and demands issued to holder of investment equity subscription rights. In such a case, the phrase "its head office (or, if there is an administrator of shareholder registry, at its business office)" in Article 252, paragraph (1) of that Act is deemed to be replaced with "the business office of the administrator of registers prescribed in Article 166, paragraph (2), item (viii) of the Investment Corporations Act" and Cabinet Order provides for any other necessary technical replacement of terms.

Article 88-6(1)A holder of investment equity subscription rights may transfer the investment equity subscription rights held thereby.

(2)An investment corporation may not require the approval of the board of officers for a transfer of investment equity subscription rights or otherwise restrict the transfer thereof.

Article 88-7A transfer of investment equity subscription rights for which certificates are issued is not valid unless the certificates of the investment equity subscription rights representing them are delivered.

Article 88-8(1)A transfer of investment equity subscription rights may not be duly asserted against the investment corporation or another third party unless the name and address of the person acquiring the investment equity subscription rights have been entered or recorded in the investment equity subscription rights register.

(2)To apply the provisions of the preceding paragraph to investment equity subscription rights, if the certificates issued are registered certificates of the investment equity subscription rights, the phrase "the investment corporation or another third party" in that paragraph is deemed to be replaced with "the investment corporation".

(3)The provisions of paragraph (1) do not apply to bearer investment equity subscription rights.

(4)The provisions of Article 258, paragraph (1) and paragraph (2) of the Companies Act apply mutatis mutandis to certificates of investment equity subscription rights and the provisions of Article 259 and Article 260 of that Act apply mutatis mutandis to investment equity subscription rights. Cabinet Order provides for the necessary technical replacement of terms in such a case.

(5)The provisions of Article 267, paragraph (1) and paragraph (4); Article 268 (excluding paragraph (3)); Article 269; Article 271; and Article 272, paragraph (1) (but only the part that is relevant to item (i) and item (iii)), paragraph (2) and paragraph (3) (excluding item (ii)) of the Companies Act apply mutatis mutandis to the pledging of an investment equity subscription rights. In such a case, the term "monies, etc." in paragraph (1) of that Article, the phrase "monies, etc. (limited to monies)" in paragraph (2) of that Article, and the phrase "an amount equivalent to the value of the monies, etc." in paragraph (3) of that Article are deemed to be replaced with "monies"; the phrases "A company surviving an absorption-type merger as prescribed in Article 749, paragraph (1)" and "a company incorporated in a consolidation-type merger as prescribed in Article 753, paragraph (1)" in Article 272, paragraph (3), item (iii) of the Companies Act are deemed to be replaced with "an corporation surviving an absorption-type merger as prescribed in Article 147, paragraph (1), item (i) of the investment corporations Act" and "the corporation incorporated in a consolidation-type merger as prescribed in Article 148, paragraph (1), item (ii) of the Investment Corporations Act", respectively; and Cabinet Order provides for any other necessary technical replacement of terms.

Article 88-9(1)If the particulars set forth in Article 88-2, item (iv), (b) have been prescribed as a feature of a callable investment equity subscription rights (meaning an investment equity subscription rights for which the particulars set forth in (a) of that item have been prescribed; hereinafter the same applies in this Section), the investment corporation must fix the day referred to in (b) of that item by resolution of the board of officers; provided, however, that this does not apply if there are other provisions as a feature of the callable investment equity subscription rights.

(2)Once an investment corporation fixes the day referred to in Article 88-2, item (iv), (b), it must notify the holders of callable investment equity subscription rights (or, if the particulars set forth in (c) of that item have been prescribed, the holders of callable investment equity subscription rights determined pursuant to the provisions of paragraph (1) of the following Article) and the registered pledgees of those investment equity subscription rights (meaning the pledgees for which the information set forth in the items of Article 269, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to paragraph (5) of the preceding Article have been entered or recorded in the investment equity subscription rights register; hereinafter the same applies) of that date, no later than two weeks prior to it.

(3)Public notice may be substituted for the notice under the preceding paragraph.

Article 88-10(1)If the particulars set forth in Article 88-2, item (iv), (c) have been prescribed as the features of investment equity subscription rights, before acquiring callable investment equity subscription rights, an investment corporation must decide which callable investment equity subscription rights it will acquire.

(2)The callable investment equity subscription rights referred to the preceding paragraph must be decided on by resolution of the board of officers; provided, however, that this does not apply if there are other provisions as a feature of the callable investment equity subscription rights.

(3)Once an investment corporation makes a decision under the provisions of paragraph (1), it must immediately notify the holders of callable investment equity subscription rights that have been decided on pursuant to the provisions of that paragraph and the registered pledgees of investment equity subscription rights thereof that it will acquire those callable investment equity subscription rights.

(4)Public notice may be substituted for the notice under the preceding paragraph.

Article 88-11(1)An investment corporation acquires callable investment equity subscription rights (or, if the particulars set forth in item (iv), (c) of that Article have been prescribed, the callable investment equity subscription rights decided on pursuant to the provisions of paragraph (1) of the preceding Article) on the day that the grounds referred to in Article 88-2, item (iv), (a) arise (or, if the particulars set forth in (c) of that item have been prescribed, on either the day set forth in item (i) or the day set forth in item (ii) below, whichever comes later):

(2)Without delay after the grounds under Article 88-2, item (iv), (a) arise, an investment corporation must notify the holders of callable investment equity subscription rights and their registered pledgees of investment equity subscription rights (or, if the particulars set forth in (c) of that item have been prescribed, this means the holders of callable investment equity subscription rights decided on pursuant to the provisions of paragraph (1) of the preceding Article and their registered pledgees of investment equity subscription rights thereof) that those grounds have arisen; provided, however, that this does not apply if the investment corporation issues notice under the provisions of Article 88-9, paragraph (2) or issues the public notice referred to in paragraph (3) of that Article.

(3)Public notice may be substituted for the notice under the main clause of the preceding paragraph.

Article 88-12(1)An investment corporation may cancel its investment equity subscription rights in itself (meaning investment equity subscription rights that an investment corporation holds in itself; hereinafter the same applies in this Section). In such a case, the investment corporation must fix the features and number of the investment equity subscription rights in itself that it will cancel.

(2)A decision under the provisions of the second sentence of the preceding paragraph must be reached by resolution of the board of officers.

Article 88-13An investment corporation may allot investment equity subscription rights therein to investors without having them make any new payments (hereinafter referred to as effecting a "allotment of investment equity subscription rights without contribution").

Article 88-14(1)On each occasion before effecting an allotment of investment equity subscription rights without contribution, an investment corporation must establish the following particulars:

(2)Provisions for the particulars set forth in item (i) of the preceding paragraph must establish that the investment equity subscription rights referred to in that item will be allotted in proportion to the number of units of investment equity held by investors other than the investment corporation.

(3)Decisions on the particulars set forth in the items of paragraph (1) must be effected by resolution of the board of officers.

Article 88-15(1)investors to which investment equity subscription rights as referred to in paragraph (1), item (i) of the preceding Article have been allotted become the holders of the investment equity subscription rights referred to in item (i) of that paragraph on the day referred to in item (ii) of that paragraph.

(2)An investment corporation must notify the investors and their registered pledgees of investment equity of the features and number of the investment equity subscription rights that have been allotted to the investors, without delay after the day referred to in paragraph (1), item (ii) of the preceding Article.

(3)If persons have been notified as under the provisions of the preceding paragraph but the end of the period referred to in Article 88-2, item (iii) for the investment equity subscription rights referred to in paragraph (1), item (i) of the preceding Article arrives before the day marking the last day of the two-week period following the day on which they were notified, the period referred to in Article 88-2, item (iii) is deemed to be extended to the day that marks the last day of the two-week period following the day on which they were notified.

Article 88-16(1)A person must clarify the following information when exercising investment equity subscription rights:

(2)When exercising investment equity subscription rights for which certificates are issued, the holder thereof must submit certificates of the investment equity subscription rights to the investment corporation; provided, however, that this does not apply if no such certificate of the investment equity subscription rights have been issued.

(3)An investment corporation may not exercise its investment equity subscription rights in itself.

Article 88-17(1)The holder of an investment equity subscription rights must pay in the entire amount of the monies provided for in Article 88-2, item (ii) for the investment equity subscription rights that the holder is exercising, at the place that the investment corporation prescribes for the bank or equivalent institution handling the payments to handle the payments, on the day provided for in paragraph (1), item (ii) of the preceding Article.

(2)A holder of investment equity subscription rights may not set off the obligation to pay in as under the provisions of the preceding paragraph against a claim held thereby against the investment corporation.

(3)The provisions of Article 286-2 (excluding paragraph (1), items (i) and (iii)) and Article 286-3 of the Companies Act apply mutatis mutandis to the liability of holders of the investment equity subscription rights and executive managing officers. In such a case, the term "Article 281, paragraph (1) or the second sentence of paragraph (2)" in Article 286-2, paragraph (1), item (ii) of that Act is deemed to be replaced with "Article 88-17, paragraph (1) of the Investment Corporations Act" and Cabinet Order provides for any other necessary technical replacement of terms.

(4)The provisions of Part VII, Chapter II, Section 2 of the Companies Act (excluding Article 847, paragraph (2); Article 847-2; Article 847-3; Article 849, paragraph (2), paragraph (3), items (ii) and (iii) and paragraphs (6) through (11); Article 851, paragraph (1), item (i) and paragraph (2); and Article 853, paragraph (1), items (ii) and (iii)) apply mutatis mutandis to an action for payment under Article 286-2 (excluding paragraph (1), items (i) and (iii)) as applied mutatis mutandis pursuant to the preceding paragraph. Cabinet Order provides for the necessary technical replacement of terms in such a case.

Article 88-18(1)A holder of an investment equity subscription rights that exercises that investment equity subscription rights becomes an investor in the investment equity underlying the investment equity subscription rights on the day that the holder exercises that investment equity subscription rights.

(2)A holder of an investment equity subscription rights that exercises that investment equity subscription rights and that falls under a category of persons set forth in Article 286-2, paragraph (1), item (ii) of the Companies Act as applied mutatis mutandis pursuant to paragraph (3) of the preceding Article, may not exercise the rights of an investor with respect to the investment equity underlying the investment equity subscription rights for which the payment referred to in Article 286-2, paragraph (1), item (ii) of the Companies Act has been falsified, unless a payment as specified in that item or a payment under the provisions of Article 268-3, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to paragraph (3) of the preceding Article is made.

(3)The person acquiring investment equity referred to in the preceding paragraph may exercise an investors' right with respect to the investment equity; provided, however, that this does not apply if the person acted in bad faith or with gross negligence.

Article 88-19If an investment equity subscription rights is exercised and a fractional unit of investment equity would be delivered to the holder of the investment equity subscription rights, the investment corporation must deliver monies to the holder of the investment equity subscription rights in an amount equivalent to what is arrived at when the fractional unit of equity is multiplied by the amount that the relevant of the following items prescribes for the category of case set forth in that item; provided, however, that this does not apply if the particulars set forth in Article 88-2, item (v) have been prescribed:

Article 88-20In addition as provided in Article 88-12, paragraph (1), if a holder of an investment equity subscription rights can no longer exercise the investment equity subscription rights held thereby, that investment equity subscription rights is extinguished.

Article 88-21(1)Without delay after the day on which an investment corporation issues investment equity subscription rights for which certificates are issued, it must issue certificates of investment equity subscription rights for them.

(2)The provisions of Article 289 through Article 291 of the Companies Act apply mutatis mutandis to the certificates of investment equity subscription rights. In such a case, the phrase "representative director of the stock company (or the representative executive officer for a company with nominating committee, etc.)" in Article 289 of that Act is deemed to be replaced with "executive managing officer of the investment corporation"; the phrase "Article 236, paragraph (1), item (xi)" in Article 290 of that Act is deemed to be replaced with "Article 88-2, item (vii) of the Investment Corporations Act"; and Cabinet Order provides for any other necessary technical replacement of terms.

Article 88-22(1)If an investment corporation takes an action set forth in one of the following items and it has issued a certificate of the investment equity subscription rights representing the investment equity subscription rights provided for in the relevant item, it must issue public notice and individual notices to all holders of the investment equity subscription rights and registered pledgees of investment equity subscription rights by one month before the day on which the action becomes effective (hereinafter referred to as the "day for submitting certificates of investment equity subscription rights "), indicating that persons must submit those certificates of investment equity subscription rights to the investment corporation by the date of submission of the certificates of the investment equity subscription rights:

(2)If an investment corporation takes an action set forth in one of the following items and a person has failed to submit a certificate of investment equity subscription rights certificate to the investment corporation by the date of submission of the cerificate of the investment equity subscription rights, the person specified in the item may refuse to deliver monies to which the holder of the investment equity subscription rights that the certificate of the investment equity subscription rights represents is entitled as a result of that action:

(3)A certificate of the investment equity subscription rights representing an investment equity subscription rights provided for in the items of paragraph (1) becomes invalid on the date of submission of the certificates of investment equity subscription rights.

(4)The provisions of Article 220 of the Companies Act apply mutatis mutandis if an action as set forth in one of the items of paragraph (1) is taken and a person has failed to submit a certificate of investment equity subscription rights. In such a case, the phrase "each item of paragraph (1) of the preceding article" in Article 220, paragraph (1) of that Act is deemed to be replaced with "the items of Article 88-22, paragraph (1) of the Investment Corporations Act"; the phrases "the items of paragraph (2) of the preceding article" and "monies, etc." in Article 220, paragraph (2) of that Act are deemed to be replaced with "the items of Article 88-22, paragraph (2) of the Investment Corporations Act" and "monies", respectively; and Cabinet Order provides for any other necessary technical replacement of terms.

Article 88-23(1)The provisions of Article 828, paragraph (1) (but only the part that is relevant to item (iv)) and paragraph (2) (but only the part that is relevant to item (iv)); Article 834 (but only the part that is relevant to item (iv)); Article 835, paragraph (1); Article 836, paragraph (1) and paragraph (3); Article 837 through Article 839; Article 842; Article 846; and Article 937, paragraph (1) (but only the part that is relevant to item (i), (c)) of the Companies Act apply mutatis mutandis to an action to invalidate the issuance of investment equity subscription rights, and the provisions of Article 868, paragraph (1); the main clause of Article 871; Article 872 (but only the part that is relevant to item (iii)); the main clause of Article 873; Articles 875 through 877; and Article 878, paragraph (2) of that Act apply mutatis mutandis to a petition prescribed in Article 840, paragraph (2) of that Act as applied mutatis mutandis pursuant to Article 842, paragraph (2) of that Act as applied mutatis mutandis pursuant to this paragraph. Cabinet Order provides for the necessary technical replacement of terms in such a case.

(2)The provisions of Article 829 (but only the part that is relevant to item (iii)); Article 834 (but only the part that is relevant to item (xv)); Article 835, paragraph (1); Article 836 through Article 838; Article 846; and Article 937, paragraph (1) (but only the part that is relevant to item (i), (f)) of the Companies Act apply mutatis mutandis to an action for a declaratory judgment establishing the non-issuance of investment equity subscription rights. Cabinet Order provides for the necessary technical replacement of terms in such a case.

Article 117An investment corporation must entrust administrative processes other than those involving asset investment and the custody of assets set forth in the following items to other persons, pursuant to Cabinet Office Order:

Article 118(1)An administrative agent that has been entrusted with the administrative processes set forth the items of the preceding Article by an investment corporation must carry out those administrative processes with due loyalty to the investment corporation.

(2)An administrative agent that has been entrusted with the administrative processes set forth in the items of the preceding Article by an investment corporation must carry out those administrative processes with due care of a prudent manager toward the investment corporation.

Article 119(1)If an administrative agent neglects the duties thereof, the agent is liable to the investment corporation for damage resulting from this.

(2)If an administrative agent is liable to compensate for damage that an investment corporation incurs and an executive managing officer, supervisory officer, executive liquidator, liquidation supervisor, or financial auditor is also liable to compensate for that damage, the administrative agent, executive managing officer, supervisory officer, executive liquidator, liquidation supervisor, and financial auditor are joint and several obligors.

(3)Article 115-6, paragraph (2) of this Act apply mutatis mutandis to the liability prescribed in paragraph (1) and the provisions of Part VII, Chapter 2, Section 2 (excluding Article 847, paragraph (2); Article 847-2; Article 847-3; Article 849, paragraph (2), paragraph (3), item (ii) and item (iii) and paragraph (6) through paragraph (11); Article 851, paragraph (1), item (i) and paragraph (2); and Article 853, paragraph (1), item (ii) and item (iii)) of the Companies Act apply mutatis mutandis to an action to enforce the liability of an Administrative Agent. Cabinet Order provides for the necessary technical replacement of terms in such a case.

Article 120Deleted

Article 121Deleted

Article 122Deleted

Article 123Deleted

Article 124(1)Except in the following cases, an investment corporation as prescribed in Article 86, paragraph (1) must refund the investment equity at the request of an investor:

(2)An investor must clarify the following information when making a request as referred to in the preceding paragraph:

(3)An investor making a request referred to in paragraph (1) must submit the investment securities to the investment corporation; provided, however, that this does not apply if investment securities have not been issued.

Article 125(1)When refunding investment equity, an investment corporation must give an investor an amount that is fair in light of the content of the assets that the investment corporation holds.

(2)A refund of investment equity becomes effective when the amount to be refunded is paid.

(3)Once an investment corporation has refunded investment equity, it must make an entry for the refund in the investor register and deduct an amount equivalent to the refunded investment equity from the total amount of investment and surplus, pursuant to Cabinet Office Order.

Article 126An investment corporation, pursuant to the provisions of Cabinet Office Order, may issue public notice of an amount to be refunded for investment equity in advance. Having done so, the investment corporation must make a refund of investment equity in the amount indicated in the public notice.

Article 126-2(1)If an investment corporation refunds investment equity in a case as referred to in Article 124, paragraph (1), item (iii), the person delivered the monies in the refund and the managing executives (meaning the executive managing officers and persons that Cabinet Office Order prescribes as being involved, in the course of their duties, in the executive business management undertaken by the executive managing officers; hereinafter the same applies in this Article and paragraph (1) of the following Article) undertaking the duties involved in making the refund are jointly and severally liable to pay the investment corporation monies equivalent to the amount delivered to the person that was delivered the refund.

(2)Notwithstanding the provisions of the preceding paragraph, a managing executive is not liable as referred to in that paragraph if the executive proves that the executive did not neglect to exercise due care in undertaking those duties.

(3)A release from the obligation assumed by the managing executive pursuant to paragraph (1) may not be granted without all investors' agreement.

Article 126-3(1)In a case as referred to in paragraph (1) of the preceding Article, an investor that was without knowledge that the situation fell under the case referred to in that paragraph has no obligation to accommodate a request for reimbursement from the managing executive that paid the monies referred to in that paragraph which have been delivered to the investor.

(2)In a case as referred to in paragraph (1) of the preceding Article, the creditors of an investment corporation may have an investor that is liable pursuant to that paragraph pay the investment corporation an amount equivalent to the monies delivered to the investor.

(3)A person that pays monies referred to in the preceding paragraph to the investment corporation pursuant to that paragraph is deemed to still be an investor, retroactive to the time when the person was delivered the refund on investment equity.

Article 127(1)A person that is knowingly delivered a refund on investment equity at an unfair price has an obligation to pay the investment corporation monies equivalent to the difference between the fair price and the unfair price.

(2)The provisions of Part VII, Chapter 2, Section 2 (excluding Article 847, paragraph (2); Article 847-2; Article 847-3; Article 849, paragraph (2), paragraph (3), item (ii) and item (iii) and paragraph (6) through paragraph (11); Article 851, paragraph (1), item (i) and paragraph (2); and Article 853, paragraph (1), item (ii) and item (iii)) of the Companies Act apply mutatis mutandis to an action for payment under the preceding paragraph. Cabinet Order provides for the necessary technical replacement of terms in such a case.

Article 139-2(1)An investment corporation whose certificate of incorporation includes provisions indicating that the corporation will not refund investment equity at the request of the investors may issue investment corporation bonds, with an issuance limit of the amount provided in its certificate of incorporation.

(2)An investment corporation may not act in concert with another investment corporation to jointly issue investment corporation bonds.

Article 139-3(1)On each occasion before soliciting persons to subscribe for the investment corporation bonds it issues, an investment corporation must establish the following particulars with regard to its investment corporation bonds for subscription (meaning investment corporation bonds that it will allot to persons responding to the solicitation by offering to subscribe for its investment corporation bonds; hereinafter the same applies in this Section):

(2)The decision on the particulars set forth in item (i) of the preceding paragraph and anything else that Cabinet Office Order prescribes as important information in connection with the solicitation of persons to subscribe for investment corporation bonds must be reached by a resolution of the board of officers.

(3)Unless there is a person as prescribed in item (x) of paragraph (1), if an investment corporation has decided which persons it will allot the total amount of investment corporation bonds for subscription to by the time limit referred to in item (ix) of that paragraph, it must not issue all of the investment corporation bonds for subscription.

Article 139-4(1)An investment corporation must notify a person seeking to respond to a solicitation as referred to in paragraph (1) of the preceding Article by offering to subscribe for an investment corporation bond for subscription of the following information:

(2)A person responding to a solicitation as referred to in paragraph (1) of the preceding Article by offering to subscribe for investment corporation bonds for subscription must deliver a paper document to the investment corporation giving the following information:

(3)With the consent of the investment corporation and pursuant to the provisions of Cabinet Order, in lieu of delivering a paper document as referred to in the preceding paragraph, a person making an offer as referred to in that paragraph may provide the investment corporation with the information that the person is required to give in the paper document referred to in the preceding paragraph by electronic or magnetic means. Having done so, the person making the offer is deemed to have delivered the paper document referred to in that paragraph.

(4)The provisions of paragraph (1) do not apply if an investment corporation has delivered the prospectus prescribed in Article 2, paragraph (10) of the Financial Instruments and Exchange Act that gives the information set forth in the items of paragraph (1), to the person seeking to make the offer referred to in paragraph (1), nor do they apply to any other case that Cabinet Office Order prescribes as one in which non-application of these provisions is unlikely to lead to a lack of protection for the person seeking to offer to subscribe for investment corporation bonds for subscription.

(5)If a piece of information set forth in one of the items of paragraph (1) changes, the investment corporation must immediately notify a person that has made an offer as referred to in paragraph (2) (referred to as an "offeror" in the following paragraph and the following Article) of this and of the information that has changed.

(6)It is sufficient for a notice or demand that an investment corporation makes to an offeror to be sent to the address referred to in paragraph (2), item (ii) (or to any other place or point of contact for receiving notices or demands of which the offeror has notified the investment corporation).

(7)A notice or demand as referred to in the preceding paragraph is deemed to arrive at the time that it would normally arrive.

Article 139-5(1)An investment corporation must decide which persons among the offerors the investment corporation bonds for subscription will be allotted to, and decide the amount of investment corporation bonds for subscription and the number of investment corporation bonds for subscription in each amount that it will allot to those persons. In doing so, the investment corporation may reduce the number of investment corporation bonds for subscription of each amount that it will allot to those offerors to below the number referred to in paragraph (2), item (ii) of the preceding Article.

(2)An investment corporation must notify an offeror of the amount of investment corporation bonds for subscription and the number of investment corporation bonds for subscription in each amount that will be allotted to that offeror, by the day before the due date prescribed in Article 139-3, paragraph (1), item (xii).

Article 139-6The provisions of the preceding two Articles do not apply if the person seeking to subscribe for investment corporation bonds for subscription enters into a contract to subscribe for the full amount of investment corporation bonds for subscription.

Article 139-7The provisions of Article 680 through Article 701 of the Companies Act apply mutatis mutandis to investment corporation bonds, an investment corporation's bondholders, investment corporation bond registers, and investment corporation bond certificates if an investment corporation issues investment corporation bonds. In such a case, the phrase "the preceding Article" in Article 680, item (ii) of that Act is deemed to be replaced with "Article 139-6 of the Investment Corporations Act"; the phrase "items (iii) through (viii) of Article 676" in Article 681, item (i) of the Companies Act is deemed to be replaced with "Article 139-3, paragraph (1), items (iii) through (viii) of the Investment Corporations Act"; the phrase "its head office (or, in case a manager of bond registry is appointed, its business office)" in Article 684, paragraph (1) of the Companies Act is deemed to be replaced with "the business office of the administrator of registers as referred to in Article 166, paragraph (2), item (viii) of the Investment Corporations Act"; the term "the court" in Article 684, paragraphs (4) and (5) of the Companies Act is deemed to be replaced with "the Prime Minister"; the phrase "item (vii) of Article 676" in Article 698 of the Companies Act is deemed to be replaced with "Article 139-3, paragraph (1), item (vii) of the Investment Corporations Act"; and Cabinet Order prescribes any other necessary technical replacement of terms.

Article 139-8If an investment corporation issues investment corporation bonds, it must employ an investment corporation bond administrator and entrust that administrator with receiving settlement payments, preserving claims, and otherwise managing investment corporation bonds on behalf of the investment corporation's bondholders; provided, however, that this does not apply if the amount for each of its investment corporation bonds is at least 100 million yen, nor does it apply in any other case that Cabinet Office Order prescribes as one in which non-application of these provisions is unlikely to lead to a lack of protection for the investment corporation's bondholders.

Article 139-9(1)An investment corporation bond administrator has the authority to engage in any act in or out of court on behalf of an investment corporation's bondholder that is necessary for getting the claim under an investment corporation bond settled or for safeguarding the fulfillment of the claim under an investment corporation bond.

(2)If an investment corporation bond administrator gets a claim settled as referred to in the preceding paragraph, the investment corporation's bondholder may demand payment of the redemption amount for the investment corporation bond and the interest thereon from the investment corporation bond administrator. In such a case, if there are provisions indicating that investment corporation bond certificates are to be issued, the investment corporation's bondholder must claim payment of the redemption amount in exchange for the investment corporation bond certificate, and claim the payment of the interest in exchange for the coupon.

(3)If a claim under the first sentence of the preceding paragraph has not been exercised for ten years from the time when it becomes possible for it to be exercised, it is extinguished by prescription.

(4)An investment corporation bond administrator must not take the following actions without a resolution at an investment corporation bondholders meeting; provided, however, that this does not apply with regard to the action set forth in item (ii), if the particulars set forth in Article 139-3, paragraph (1), item (viii) have been prescribed:

(5)If an investment corporation bond administrator takes an action as set forth in item (ii) of the preceding paragraph without recourse to a resolution at an investment corporation bondholders meeting pursuant to the proviso to that paragraph, the administrator must issue public notice of this and individually notify each of the known investment corporation's bondholders of this without delay.

(6)The public notice under the preceding paragraph must be issued by the means of public notice used at the investment corporation that has issued the investment corporation bonds (referred to as the "corporation issuing the investment corporation bonds" in the following paragraph); provided, however, that if the corporation's means of notice is electronic public notice (meaning electronic public notice as set forth in Article 186-2, paragraph (1), item (iii); the same applies in Section 13), public notice must be issued by publication in the Official Gazette.

(7)If it is necessary for an investment corporation bond administrator to do so in order to take an action set forth in paragraph (1) or an action set forth in one of the items of paragraph (4) for investment corporation bonds with whose management the administrator has been entrusted, the administrator may investigate the operational and financial status of the corporation issuing the investment corporation bonds through the corporation issuing those investment corporation bonds or its administrative agent, asset management company, or asset custody company.

(8)The provisions of Article 703; Article 704; Article 707 through Article 714; Article 868; paragraph (4); Article 869; Article 870, paragraph (1) (but only the part that is relevant to item (ii)); Article 871; Article 872 (but only the part that is relevant to item (iv)); Article 874 (but only the part that is relevant to item (i) and item (iv)); Article 875; and Article 876 of the Companies Act apply mutatis mutandis to an investment corporation bond administrator. In such a case, the terms "bond"; "bondholders"; and "bondholders' meeting" in the provisions is deemed to be replaced with "investment corporation bonds", "investment corporation's bondholders", and "investment corporation bondholders meeting", respectively; the phrase "paragraph (1) of Article 705" in Article 709, paragraph (2) of that Act is deemed to be replaced with "Article 139-9, paragraph (1) of the Investment Corporations Act"; the term "this Act" in Article 710, paragraph (1) of the Companies Act is deemed to be replaced with "the Investment Corporations Act"; the phrase "Article 702" in Article 711, paragraph (2) of the Companies Act is deemed to be replaced with "Article 139-8 of the Investment Corporations Act"; and Cabinet Order provides for any other necessary technical replacement of terms.

Article 139-10(1)The investment corporation's bondholders are organized into investment corporation bondholders meetings for each class of investment corporation bonds (meaning classes as prescribed in Article 681, item (i) of the Companies Act as applied mutatis mutandis pursuant to Article 139-7).

(2)The provisions of Article 716 through Article 742; the provisions of Part VII, Chapter 2, Section 7; Article 868, paragraph (4); Article 869; Article 870, paragraph (1) (but only the part that is relevant to items (vii) through (ix)); Article 871; Article 872 (but only the part that is relevant to item (iv)); Article 873; Article 874 (but only the part that is relevant to item (iv)); Article 875; and Article 876 of the Companies Act apply mutatis mutandis to investment corporation bonds, an investment corporation's bondholders, investment corporation bond certificates, investment corporation bond administrators, and investment corporation bondholders meetings if an investment corporation issues investment corporation bonds. In such a case, the term "this Act" in Article 716 of that Act is deemed to be replaced with "the Investment Corporations Act"; the phrase "each item of Article 706 (1)" in Article 724, paragraph (2), item (i) of the Companies Act is deemed to be replaced with "the items of Article 139-9, paragraph (4) of the Investment Corporations Act"; the phrase "Article 676" in Article 733, item (i) of the Companies Act is deemed to be replaced with "Article 139-3, paragraph (1) of the Investment Corporations Act"; the phrase "paragraphs (1) through (3) of Article 705" in Article 737, paragraph (2) of the Companies Act is deemed to be replaced with "Article 139-9, paragraph (1) through paragraph (3) of the Investment Corporations Act"; the phrase "paragraph (1) of Article 705" in Article 741, paragraph (3) of the Companies Act is deemed to be replaced with "Article 139-9, paragraph (1) of the Investment Corporations Act"; the phrase "Article 449, Article 627, Article 635, Article 670, Article 779 (including cases where applied mutatis mutandis under paragraph (2) of Article 781), Article 789 (including cases where applied mutatis mutandis under paragraph (2) of Article 793), Article 799 (including cases where applied mutatis mutandis under paragraph (2) of Article 802) or Article 810 (including cases where applied mutatis mutandis in paragraph (2) of Article 813)" in Article 740, paragraph (1) of the Companies Act is deemed to be replaced with "paragraph (1) through paragraph (5) of Article 142 or Article 149-4 (including as applied mutatis mutandis pursuant to Article 149-9 or Article 149-14) of the Investment Corporations Act"; the phrase "Article 702" in Article 740, paragraph (2) of the Companies Act is deemed to be replaced with "Article 139-8 of the Investment Corporations Act"; the phrases "paragraph (2) of Article 449, paragraph (2) of Article 627 (hereinafter in this paragraph including cases where applied mutatis mutandis under paragraph (2) of Article 781), paragraph (2) of Article 789, (hereinafter in this paragraph including cases where applied mutatis mutandis under paragraph (2) of Article 793), paragraph (2) of Article 799, (hereinafter in this paragraph including cases where applied mutatis mutandis under paragraph (2) of Article 802), paragraph (2) of Article 810, (hereinafter in this paragraph including cases where applied mutatis mutandis under paragraph (2) of Article 813)" and "paragraph (2) of Article 449, paragraph (2) of Article 627, paragraph (2) of Article 635, paragraph (2) of Article 670, paragraph (2) of Article 779 and paragraph (2) of Article 799" in Article 740, paragraph (3) of the Companies Act are deemed to be replaced with "Article 142, paragraph (2) and Article 149-4, paragraph (2) (including as applied mutatis mutandis pursuant to Article 149-9 and Article 149-14 of the Investment Corporations Act; hereinafter the same applies in this paragraph) of the Investment Corporations Act" and "Article 142, paragraph (2) and Article 149-4, paragraph (2) of the Investment Corporations Act", respectively; and Cabinet Order provides for any other necessary technical replacement of terms.

Article 139-11To apply the Secured Bonds Trust Act (Act No. 52 of 1905) and other laws and regulations that Cabinet Order prescribes, investment corporation bonds are deemed to be corporate bonds pursuant to the provisions of Cabinet Order.

Article 139-12(1)Notwithstanding the provisions of Article 681 of the Companies Act as applied mutatis mutandis pursuant to Article 139-7, an investment corporation issuing investment corporation bonds falling under all of the following requirements (such investment corporation bonds are referred to as "short-term investment corporation bonds" in the following paragraph and following Article) is not required to prepare an investment corporation bond register for those bonds:

(2)The provisions of Article 139-8 through Article 139-10 do not apply to short-term investment corporation bonds.

Article 139-13Except in the following cases, an investment corporation may not issue short-term investment corporation bonds:

Article 140An investment corporation may revise its certificate of incorporation by resolution at an investors' meeting after its establishment.

Article 141(1)If an investment corporation decides to revise its certificate of incorporation so as not to accommodate requests for refunds of investment equity, investors that notify the investment corporation that they will vote against the revision to the certificate of incorporation prior to the investors' meeting referred to in the preceding Article and that vote against the revision at the investors' meeting are entitled to demand that the investment corporation purchase their investment equity at a fair price.

(2)An investment corporation must notify its investors that it will revise the certificate of incorporation so as not to accommodate requests for refunds of investment equity by 20 days prior to the day on which the revision takes effect.

(3)Public notice may be substituted for the notice under the preceding paragraph.

(4)An investment corporation may decide to revise the certificate of incorporation under the preceding Article so as to accommodate investors' requests for refunds of investment equity only if there is no outstanding amount of investment corporation bonds.

(5)The provisions of Article 116, paragraphs (5) through (9); Article 117; Article 868, paragraph (1); Article 870, paragraph (2) (but only the part that is relevant to item (ii)); Article 870-2; the main clause of Article 871; Article 872 (but only the part that is relevant to item (v)); Article 872-2; the main clause of Article 873;Article 875; and Article 876 of the Companies Act apply mutatis mutandis to a demand under paragraph (1). Cabinet Order provides for the necessary technical replacement of terms in such a case.

Article 142(1)If it is decided that the certificate of incorporation will be revised so as to reduce the minimum net assets, an investment corporation's creditors may state their objections to the revision of the certificate of incorporation to the investment corporation.

(2)In a case as referred to in the preceding paragraph, the investment corporation must issue public notice of the following information in the Official Gazette and issue an individual notice to each known creditor indicating the same; provided, however, that the period referred to in item (ii) may not be shorter than one month:

(3)Notwithstanding the provisions of the preceding paragraph, if, beyond issuing public notice in the Official Gazette, the investment corporation referred to in paragraph (1) issues the public notice under the preceding paragraph by the means of public notice referred to in item (ii) or item (iii) of Article 186-2, paragraph (1) in accordance with provisions of the certificate of incorporation as under Article 186-2, paragraph (1), it is not required to issue the individual notices under the preceding paragraph.

(4)If a creditor does not state an objection within the period prescribed in item (ii) of paragraph (2), that creditor is deemed to approve of the reduction to the minimum net assets.

(5)If a creditor states an objection within the period referred to in paragraph (2), item (ii), the investment corporation referred to in paragraph (1) must repay its debt or provide suitable collateral to the creditor, or must place suitable assets into trust with a trust company or similar institution to ensure that the creditor is repaid; provided, however, that this does not apply if the reduction of minimum net assets is unlikely to harm the creditor.

(6)The provisions of Article 828 paragraph (1) (but only the part that is relevant to item (v)) and paragraph (2) (but only the part that is relevant to item (v)); Article 834 (but only the part that is relevant to item (v)); Article 835, paragraph (1); Article 836 through Article 839; Article 846; and Article 937, paragraph (1) (but only the part that is relevant to item (i), (d)) of the Companies Act apply mutatis mutandis to an action to invalidate a reduction in minimum net assets. Cabinet Order provides for the necessary technical replacement of terms in such a case.

Article 143An investment corporation is dissolved on the following grounds:

Article 143-2If an investment corporation has been dissolved, it may not implement a merger.

Article 143-3(1)In one of the following cases, if there are compelling grounds, investors holding one-tenth (or, if a lower proportion is provided for in the certificate of incorporation, that proportion) or more of the units of issued investment equity may file an action demanding the dissolution of an investment corporation:

(2)The provisions of Article 834 (but only the part that is relevant to item (xx)); Article 835, paragraph (1); Article 836, paragraph (1) and paragraph (3); Article 837; Article 838; Article 846; and Article 937, paragraph (1) (but only the part that is relevant to (i) of item (i)) of the Companies Act apply mutatis mutandis to an action seeking the dissolution of an investment corporation. Cabinet Order provides for the necessary technical replacement of terms in such a case.

Article 144The provisions of Article 824; Article 826; Article 868, paragraph (1); Article 870, paragraph (1) (but only the part that is relevant to item (x)); the main clause of Article 871; Article 872 (but only the part that is relevant to item (iv)); the main clause of Article 873; Article 875; Article 876; Article 904; and Article 937, paragraph (1) (but only the part that is relevant to item (iii), (b)) of the Companies Act apply mutatis mutandis to an order for the dissolution of an investment corporation, and the provisions of Article 825; Article 868, paragraph (1); Article 870, paragraph (1) (but only the part that is relevant to item (i)); Article 871; Article 872 (but only the part that is relevant to items (i) and (iv)); Article 873; Article 874 (but only the part that is relevant to items (ii) and (iii)); Article 875; Article 876; Article 905; and Article 906 of that Act apply mutatis mutandis to the preservation of the assets of an investment corporation if a petition has been filed under Article 824, paragraph (1) of that Act as applied mutatis mutandis pursuant to this Article. In such a case, the term "the Minister of Justice" in Article 824, paragraph (1); Article 825, paragraph (1) and paragraph (3); Article 826; Article 904; and Article 906, paragraph (4) of that Act is deemed to be replaced with "the Prime Minister"; the phrase "the executive director, an executive officer or a partner that executes the business" in Article 824, paragraph (1), item (iii) of that Act is deemed to be replaced with "the executive managing officer or supervisory officer"; and Cabinet Order provides for any other necessary technical replacement of terms.

Article 165The provisions of Article 908 through Article 910 of the Companies Act apply mutatis mutandis to the registration of an investment corporation. In such a case, the term "this Act" in those provisions is deemed to be replaced with "the Investment Corporations Act".

Article 166(1)An investment corporation's incorporation must be registered in the locality of its head office within two weeks after whichever of the following days is later:

(2)The following information must be registered in a registration as referred to in the preceding paragraph:

Article 167(1)If a piece of information as set forth in one of the items of paragraph (2) of the preceding Article regarding an investment corporation changes, the change must be registered in the locality of its head office within two weeks.

(2)Article 916 (but only the part that is relevant to item (i)) of the Companies Act apply mutatis mutandis to investment corporations, and Article 917 (but only the part that is relevant to item (i)) of that Act applies mutatis mutandis to executive managing officers and supervisory officers. In such a case, the phrase "the items of Article 911 (3)" in Article 916, item (i) of the Companies Act is deemed to be replaced with "the items of Article 166, paragraph (2) of the Investment Corporations Act".

Article 168If an investment corporation is dissolved pursuant to the provisions of Article 143, item (i) through item (iii), its dissolution must be registered in the locality of its head office within two weeks.

Article 169(1)If two or more investment corporations implement an absorption-type merger, the dissolution of the corporation disappearing in the absorption-type merger must be registered in the locality of its head office within two weeks after the day on which the absorption-type merger takes effect, and a change involving the corporation surviving the absorption-type merger must be registered in the locality of its head office within two weeks after the day on which the absorption-type merger takes effect.

(2)If two or more investment corporations implement a consolidation-type merger, the dissolution of the corporations disappearing in the consolidation-type merger must be registered in the localities of their head offices within two weeks after whichever of the days set forth in the following items is the latest, and the incorporation of the corporation incorporated in the consolidation-type merger must be registered in the locality of its head office within two weeks after whichever of the days set forth in the following items is the latest:

Article 170(1)The names and addresses of executive liquidators must be registered in the locality of the head office of the investment corporation in liquidation, either within two weeks after the day of its dissolution, if the executive managing officers have become the executive liquidators, or within two weeks after the appointment of the executive liquidators, if they have been appointed.

(2)The names of liquidation supervisors must be registered in the locality of the head office of the investment corporation in liquidation, either within two weeks after the day of its dissolution, if the supervisory officers have become the liquidation supervisors, or within two weeks after the appointment of the liquidation supervisors, if they have been appointed.

(3)Article 167, paragraph (1) of this Act applies mutatis mutandis to a registration as referred to in one of the preceding two paragraphs, and Article 917 (but only the part that is relevant to item (i)) of the Companies Act applies mutatis mutandis to executive liquidators and liquidation supervisors. Cabinet Order provides for the necessary technical replacement of terms in such a case.

Article 171Once the liquidation of an investment corporation in liquidation is completed, the completion of the liquidation must be registered in the locality of its head office within two weeks after the approval under Article 159, paragraph (3) (or, in a case as referred to in Article 159, paragraph (4), the approval at an investors' meeting under that paragraph) has been given.

Article 172An investment corporation register is kept at a registry office.

Article 173(1)Unless otherwise provided by law or regulation, the following documents must accompany the application for registration referred to in Article 166, paragraph (1):

(2)If, pursuant to Article 82, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 73, paragraph (4), a resolution is deemed to have been passed at an organizational meeting, a document evidencing this is the case must accompany the application for registration referred to in the preceding paragraph in lieu of the minutes referred to in item (viii) of that paragraph.

Article 174The following documents must accompany an application to register a change resulting from an absorption-type merger:

Article 175The following documents must accompany an application to register an incorporation resulting from a consolidation-type merger:

Article 176The document that each of the following items prescribes must accompany an application for registration as set forth in that item:

Article 177The provisions of Article 1-3 through Article 5; Article 7 through Article 15; Article 17, paragraph (1), paragraph (2), and paragraph (4); Article 18 through Article 19-3; Article 20, paragraph (1) and paragraph (2); Article 21 through Article 27; Article 33; Article 34; Article 46, paragraph (1) and paragraph (2); Article 47, paragraphs (1) and (3); Article 51 through Article 55; Article 64; Article 70; Article 71; Article 75; Article 79; Article 82; Article 83; Article 132 through Article 137; and Article 139 through Article 148 of the Commercial Registration Act apply mutatis mutandis to registrations involving an investment corporation. In such a case, the phrases "Article 17" and "Article 24; Article 48 through Article 50 (including as applied mutatis mutandis pursuant to Article 95; Article 111 and Article 118); Article 51, paragraphs (1) and (2); Article 52; Article 78, paragraphs (1) and (3); Article 82, paragraphs (2) and (3); Article 83; Article 87, paragraphs (1) and (2); Article 88; Article 91, paragraphs (1) and (2); Article 92" in Article 15 of that Act are deemed to be replaced with "Article 17, paragraph (1), paragraph (2), and paragraph (4) and Article 18" and "Article 24", respectively; the phrase "or, the matters to be specified in a written application pursuant to the provisions of the preceding paragraph" in Article 17, paragraph (4) of that Act is deemed to be deleted; the phrase "the preceding two paragraphs" in those provisions is deemed to be replaced with "that paragraph"; the phrase "Article 30, paragraph (2) or" in Article 24, item (vii) of that Act is deemed to be deleted; the phrases "all shareholders or class shareholders" and "directors or liquidators" in Article 46, paragraph (1) of that Act are deemed to be replaced with "all investors" and "executive liquidators or liquidation supervisors", respectively; the phrase "a shareholders meeting, class shareholders meeting, board of directors" in paragraph (2) of that Article is deemed to be replaced with "an investors' meeting, meeting of the board of officers"; the phrase "a director, company auditor, representative director or special director (in the case of a company with supervisory committee, a director that is a supervisory committee member or another director, representative director or special director, and in the case of a company with nominating committee, etc., a director, committee member (meaning the member of the nominating committee, supervisory committee or compensation committee), executive officer or representative executive officer)" in Article 54, paragraph (1) of that Act is deemed to be replaced with "an executive managing officer or supervisory officer"; the phrase "an accounting advisor or a financial auditor" in paragraphs (2) and (3) of that Article is deemed to be replaced with "a financial auditor"; the phrase "Article 337, paragraph (1) of the Act" in Article 54, paragraph (2), item (iii) of the Commercial Registration Act is deemed to be replaced with "Article 102, paragraph (1) of the Investment Corporations Act"; the phrase "Article 346, paragraph (4) of the Companies Act" in Article 55, paragraph (1) of the Commercial Registration Act is deemed to be replaced with "Article 108, paragraph (3) of the Investment Corporations Act"; the phrase "an administrator of a shareholder registry" in Article 64 of the Commercial Registration Act is deemed to be replaced with "an administrator of registers (meaning the administrator of registers as prescribed in Article 166, paragraph (2), item (viii) of the Investment Corporations Act)"; the phrase "the articles of incorporation and" in the provisions is deemed to be deleted; the phrases "the amount of stated capital" and "Article 449, paragraph (2) of the Companies Act" in Article 70 of the Commercial Registration Act are deemed to be replaced with "the minimum net assets" and "Article 142, paragraph (2) of the Investment Corporations Act", respectively; the phrase "Article 478, paragraph (1), item (i) of the Companies Act" in Article 71, paragraph (3) of the Commercial Registration Act is deemed to be replaced with "Article 151, paragraph (1), item (i) of the Investment Corporations Act"; the phrase "approved under Article 507, paragraph (3) of the Companies Act" in Article 75 of the Commercial Registration Act is deemed to be replaced with "approved as under Article 159, paragraph (3) of the Investment Corporations Act (in the case referred to in paragraph (4) of that Article, approved at an investors' meeting under that paragraph)"; the phrase "Article 80 or the preceding Article" in Article 82, paragraph (3) of the Commercial Registration Act is deemed to be replaced with "Article 174 or Article 175 of the Investment Corporations Act"; and Cabinet Order provides for any other necessary technical replacement of terms.

Articles 178 through 182Deleted

Article 183The provisions of Article 154, paragraph (2) apply mutatis mutandis if the Prime Minister appoints an inspector, temporary executive managing officer or similar person (meaning a person that is to temporarily perform the duties of an executive managing officer, supervisory officer, executive liquidator, or liquidation supervisor; the same applies in paragraph (1), item (ii) of the following Article) or appraiser for an investment corporation pursuant to the provisions of this Act or pursuant to the provisions of the Companies Act as applied mutatis mutandis pursuant to this Act.

Article 184(1)In one of the following cases, the Prime Minister must commission the registry office in the locality of the head office of the relevant investment corporation to make a registration as indicated:

(2)When commissioning a registration pursuant to the preceding paragraph, the Prime Minister must include documents evidencing that the Prime Minister has rendered a disposition in relation to the circumstances that are cause for the registration with the commission request.

Article 185The provisions of Article 3-3, item (vii), (c) and Article 5, item (viii), (c) of the Code of Civil Procedure (Act No. 109 of 1996) apply mutatis mutandis to investment corporations. In such a case, the term "incorporator" in these provisions is deemed to be replaced with "organizer".

Article 186To apply Article 34, paragraph (1) of the National Tax Collection Act (Act No. 147 of 1959) and Article 11-3, paragraph (1) of the Local Tax Act (Act No. 226 of 1950) if an investment corporation has been dissolved, the term "liquidator" in these provisions is deemed to be replaced with "executive liquidator".

Article 186-2(1)An investment corporation may prescribe one of the following as the means of public notice in its certificate of incorporation:

(2)If the investment corporation specifies a means as set forth in item (iii) of the preceding paragraph as the means of public notice in its certificate of incorporation, it is sufficient for it to indicate in its certificate of incorporation that electronic public notice is the means of public notice. In such a case, either of the means set forth in item (i) or item (ii) of the preceding paragraph may be prescribed as the means of public notice that will be used if it is not possible to issue public notice as an electronic public notice due to an accident or other unavoidable circumstances.

(3)The means set forth in item (i) of paragraph (1) is the means of public notice for investment corporations that do not make provisions as under that paragraph.

(4)The provisions of Article 940, paragraph (1) (excluding item (ii)) and paragraph (3); Article 941; Article 946; Article 947; Article 951, paragraph (2); Article 953; and Article 955 of the Companies Act apply mutatis mutandis if an investment corporation issues a public notice under the provisions of this Act as an electronic public notice. Cabinet Order provides for the necessary technical replacement of terms in such a case.

Article 187An investment corporation must not take an action prescribed in Article 193 as an asset investment without being registered by the Prime Minister.

Article 188(1)An investment corporation seeking registration as referred to in the preceding Article must submit a written application for registration giving the following information to the Prime Minister:

(2)The following documents concerning an investment corporation must accompany a written application for registration referred to in the preceding paragraph:

Article 189(1)When a person applies for a registration as referred to in the preceding Article, the Prime Minister must register the following information in the investment corporation register, unless the minister refuses to register the person pursuant to the provisions of paragraph (1) of the following Article:

(2)Having made the registration under the preceding paragraph, the Prime Minister must notify the investment corporation that has applied for the registration of this without delay.

(3)The Prime Minister must make the investment corporation register available for public inspection.

Article 190(1)The Prime Minister must refuse to register an investment corporation applying for registration if it falls under one of the following items or if the written application for registration or a document accompanying it includes a false entry or lacks an entry with regard to a material fact:

(2)Having refused to make a registration pursuant to the provisions of the preceding paragraph, the Prime Minister must notify the investment corporation that applied for the registration of this without delay, indicating the reason for doing so.

Article 191(1)If a piece of information set forth in one of the items of Article 188, paragraph (1) changes, a registered investment corporation must file a notification of this with the Prime Minister within two weeks from the day of the change.

(2)Having accepted a notification under the preceding paragraph, the Prime Minister must register the information subject to the notification in the investment corporation register.

Article 192(1)If a registered investment corporation comes to fall under one of the following items, the person that the item prescribes must file a notification of this with the Prime Minister within 30 days from that day:

(2)If a registered investment corporation comes to fall under one of the items of the preceding paragraph, its Article 187 registration loses its validity.

Article 211(1)An investment corporation must prepare and keep on file books and documents related to its operations (but only those related to the operations of the investment corporation; the same applies in the following paragraph) pursuant to Cabinet Office Order.

(2)An asset custody company must prepare and keep books and documents related to its business on file pursuant to Cabinet Office Order.

Article 212A registered investment corporation must prepare business reports in the form that Cabinet Office Order prescribes for each business period (or each six months, if the business period is shorter than six months; hereinafter the same applies in this Article) and submit them to the Prime Minister within three months after the end of each business period.

Article 213(1)The Prime Minister may order the organizer, executive managing officer at incorporation, or supervisory officers at incorporation (hereinafter referred to as the "organizer or officer at incorporation" in this paragraph) of an investment corporation being incorporated to submit reports or materials of reference with regard to the operations of the investment corporation being incorporated, and may have the relevant officials enter the business office or office of the organizer or officer at incorporation of the investment corporation being incorporated; inspect operations, books, documents, and other articles concerning the investment corporation being incorporated; and question any persons concerned; within the limits of what is necessary for the implementation of this Act.

(2)The Prime Minister may order an investment corporation to submit reports or materials of reference with regard to the operations of the investment corporation, and may have the relevant officials enter the head office of the investment corporation; inspect operations, books, documents, and other articles concerning the investment corporation; and question any persons concerned; within the limits of what is necessary for the implementation of this Act.

(3)The Prime Minister may order the current or former asset custody company or administrative agent of an investment corporation (hereinafter collectively referred to as the "current or former asset custody company or administrative agent" in this paragraph and paragraph (5)) to submit reports or materials of reference with regard to the operations of the investment corporation, and may have the relevant officials enter the business office or office of the current or former asset custody company or administrative agent of the investment corporation; inspect operations, books, documents, and other articles concerning the investment corporation; and question any persons concerned; within the limits of what is necessary for the implementation of this Act.

(4)The Prime Minister may order a current or former executive managing officer or supervisory officer (hereinafter referred to as the "current or former executive managing or supervisory officer" in this paragraph) to submit reports or materials of reference with regard to the operations of the investment corporation, and may have the relevant officials enter the office of the current or former executive managing or supervisory officer of the investment corporation; inspect operations, books, documents, and other articles concerning the investment corporation; and question any persons concerned; within the limits of what is necessary for the implementation of this Act.

(5)The Prime Minister may order a person that has business dealings with an investment corporation or its current or former asset custody company or administrative agent which involve the investment corporation's operations to submit reports or materials of reference with regard to the operations of the investment corporation, within the limits of what is necessary for the implementation of this Act.

(6)The provisions of Article 22, paragraph (2) and paragraph (3) apply mutatis mutandis to on-site inspections as referred to in paragraph (1) through paragraph (4).

Article 214(1)On finding that it is necessary to do so in order to ensure the sound and appropriate management of an investment corporation's operations and protect investors in light of the operational status of the organizer, executive managing officer at incorporation, or supervisory officer at incorporation of an investment corporation being incorporated or in light of the operational status of an investment corporation, its asset management company, a person that has been further entrusted by its asset management company with part of the authority to invest its assets, or its administrative agent (but only the status of operations as they are related to the operations of the investment corporation; hereinafter the same applies in this paragraph), the Prime Minister may order the organizer or the investment corporation to change its method of business, change its asset management company, or to take other measures necessary to improve its business operations, to the extent that this is necessary.

(2)Notwithstanding the category of proceedings for hearing statements of opinion as under Article 13, paragraph (1) of the Administrative Procedure Act, before reaching a disposition under the preceding paragraph, the Prime Minister must hold a hearing.

(3)Having reached a disposition under paragraph (1), the Prime Minister must notify the investment corporation subject to the disposition of this in writing, giving the reason therefor, without delay.

Article 215(1)If the amount of a registered investment corporation's net assets is likely to fall below the net asset threshold, the corporation must promptly prepare an extraordinary report in the format that that Cabinet Office Order prescribes and submit it to the Prime Minister.

(2)If a registered investment corporation's amount of net assets falls below the minimum net assets, the Prime Minister notify it that if its amount of net assets does not recover to at least the amount of the minimum net assets within a certain period of time, its registration will be revoked.

(3)The period referred to in the preceding paragraph may not be shorter than three months.

Article 216(1)If a registered investment corporation falls under one of the following items, the Prime Minister may revoke its Article 187 registration:

(2)If, notwithstanding that the Prime Minister has notified it as referred to in paragraph (2) of the preceding Article, the amount of net assets of the registered investment corporation that has been so notified has not recovered to at least the amount of the minimum net assets within the period referred to in that paragraph, the Prime Minister must revoke that registered investment corporation's Article 187 registration.

Article 217If an Article 187 registration has ceases to be effective pursuant to Article 192, paragraph (2) or if the Prime Minister has revoked an Article 187 registration pursuant to the preceding Article, the Prime Minister must delete that registration.

Article 218Having issued a notice as referred to in Article 205, paragraph (2) or reached a disposition to revoke an Article 187 registration pursuant to Article 216, the Prime Minister must issue public notice of this pursuant to the provisions of Cabinet Office Order.

Article 219(1)If the court finds that a person's handling of a public offering or similar dealings in investment securities or similar certificates falls under one of the following items, it may issue an order, at the petition of the Prime Minister, against the person that is actually taking or is attempting to take that action (hereinafter referred to as the "person taking the action" in this Article) prohibiting or suspending the action:

(2)The provisions of Article 26, paragraph (2) through paragraph (6) apply mutatis mutandis to a judicial decision under the preceding paragraph.

(3)The provisions of Article 187 and Article 191 of the Financial Instruments and Exchange Act apply mutatis mutandis to the petition referred to in paragraph (1).