Self-offering of interests in collective investment schemes falls under the definition of Type 2 Financial "Qualified Institutional Investors" means a person specified by Cabinet Office Order on Definitions under Instruments Business, and fund management of assets by investing over 50% of the cash contribution by the investors in securities or rights in derivatives transactions falls under the definition of Investment Management Business. In principle, neither the offering or private placement of securities by the issuer itself, nor the management by the issuer of cash or other assets invested or contributed to the issuer falls under the definition of Financial Instruments Business. However, with respect to the interests in collective investment scheme and other certain securities, these acts are, as an exception, regulated as a Financial Instruments Business. Therefore, in principle, any person who intends to conduct self-offering or fund management of interests in a collective investment scheme is required to register as a Financial Instruments Business or to engage Financial Instruments Business Operators to handle the same. As an exception, private placement and fund management of funds for professionals may be carried out without registration as a Financial Instruments Business as stated above by submitting prior notification as a "Special Business Notifier" to the competent authority ("Specially Permitted Businesses for Qualified Institutional Investors, etc.", Article 63 of FIEA). In order to sell interests in a collective investment scheme to investors in Japan or manage fund assets that have been invested or contributed as a Specially Permitted Businesses for Qualified Institutional Investors, etc., at least one Qualified Institutional Investor must be included among such domestic investors, and there may be no more than 49 other domestic investors all of whom must fall under the definition of "Eligible Investors." As a result, Specially Permitted Businesses for Qualified Institutional Investors, etc. may be used for the sale of interests in a collective investment scheme to companies of or larger than a certain size and high-net-worth individuals but may not be used for sale to the general public. The requirements for Specially Permitted Businesses for Qualified Institutional Investors, etc. (1) To conduct private placement (self-offering) of a partnership-type fund of which Japanese investors must comprise one or more "Qualified Institutional Investors" and 49 or fewer "Eligible Investors" (collectively, referred to as "Qualified Institutional Investors, etc.) as counterparties, or (2) To conduct fund management of cash invested or contributed solely from Qualified Institutional Investors, etc., and (3) No investor is a disqualified investor, and any other statutory requirements under FIEA and Cabinet Office Order are met. Article 2 of the Financial Instruments and Exchange Act ("Definitions Order") as "persons having expert knowledge of and experience with investment in securities", which, in particular, includes Financial Instruments Business Operators that engage in Type 1 Financial Instruments Business that falls under the category of securities-related business or an Investment Management Business, investment corporations, banks and other financial institutions that receive deposits or savings, insurance companies, and pension fund associations. For an individual to be a Qualified Institutional Investor, the individual must file a notification with the Commissioner of the Financial Services Agency to the effect that the balance of the securities held by the individual is one billion yen or more, and that a period of one year has passed from the date when the individual opened an account for transactions in securities. "Eligible Investor" means a certain investor with investment decision-making capabilities, or a person with close relationships with Special Business Notifiers. This category mainly includes Financial Instruments e. Specially Permitted Businesses for Qualified Institutional Investors, etc. (Private Placement (Self-Offering), Fund Management) 23
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