[For Informational Purpose Only]
October 31, 2014
To All Concerned Parties
Name of REIT Issuer:
Invincible Investment Corporation
Naoki Fukuda, Executive Director
Roppongi Hills Mori Tower
6-10-1 Roppongi, Minato-ku, Tokyo, Japan(Securities code: 8963)
Asset manager:
Consonant Investment Management Co., Ltd.
Naoki Fukuda, CEOContact: Akiko Watanabe,Manager of Planning Department(Tel. +81-3-5411-2731)

Notice concerning Partial Revision ofInternal Rules (the Investment Guidelines) of the Asset Manager
Consonant Investment Management Co., Ltd., the asset manager to which Invincible Investment
Corporation (INV) entrusts the management of its assets (the “Asset Manager”), today announced
the decision to partially revise its internal rules (the investment guidelines), as described below.
Details1.

Reason for Revision of the Investment Guidelines

As described in “Notice concerning Amendments of Articles of Incorporation and Appointment ofDirectors” as of today, INV plans to propose the following agendum for partial amendments ofArticles of Incorporation, including [the amendment for clarifying the standard for distributions inexcess of the amount of distributable profit under the policy on the distribution of funds, in light of
the recent trends in the economic environment, the real estate market, the leasing market, the realestate investment trust market and other markets, at the General Meeting of Unitholders scheduled
to be held on November 28, 2014.
The revision of the Investment Guidelines is to enhance flexibility of, and to clarify, the standard forthe consideration when making the Excess Profit Distribution, stated in the distribution policy of theInvestment Guidelines of the Asset Manager, on the condition that the above-mentioned proposalof partial amendments of Articles of Incorporation is approved at the unitholders’ meeting.
Specifically, the Asset Manager decides to adopt the policy to consider making the Excess Profit
Distribution to stabilize distributions to the level of amount taking into consideration the amount ofThis English language notice is a translation of the Japanese-language notice released on October 31, 2014 and was prepared solely for theconvenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution
readers to undertake investment decisions based on their own investigation and responsibility.
This translation of the originalJapanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy orcompleteness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy
between this translation and the Japanese original, the latter shall prevail in all respects.

1distribution per unit assuming that the effects of, among other things, the acquisition of the assets orfinancing contribute through the whole fiscal period, in cases where the investment units are to bediluted or significant expenses are to be recorded in connection with such acquisition of assets,financing or others, and consequently, the amount of distribution per unit is expected to decrease
temporarily.

2.

Effective Date of Revision of the Investment Guidelines

November 28, 2014
Provided that a proposal on the above-mentioned partial amendments is approved at theunitholders’ meeting.

3.

Content of Revision of the Investment Guidelines

Please refer to Appendix (Content of Revision of the Investment Guidelines).

4.

OtherIn connection with the above, INV has submitted an extraordinary report to Kanto Local Finance
Bureau today pursuant to the Financial Instruments and Exchange Act of Japan.

This English language notice is a translation of the Japanese-language notice released on October 31, 2014 and was prepared solely for theconvenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution
readers to undertake investment decisions based on their own investigation and responsibility.
This translation of the original
Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy orcompleteness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy
between this translation and the Japanese original, the latter shall prevail in all respects.

2(Appendix)<Content of Revision of the Investment Guidelines>(Suggested amendments are underlined in the text)
Current provision of the Investment Guidelines

Revision of the Investment Guidelines

Chapter 1 Management of Assets

Chapter 1 Management of Assets(8) Distribution Policy(8) Distribution PolicyaDistribution of Profitsa

Distribution of Profits(a)Basic Policy(a)Basic Policy

In addition to distribution of profits, INV may make
distribution in excess of profits (hereinafter the“Excess Profit Distribution”) to be determined eachfiscal period, in accordance with the following
basic policy.

In addition to distribution of profits, INV may make
distribution in excess of profits (hereinafter the“Excess Profit Distribution”) to be determined eachfiscal period, in accordance with the following
basic policy.

(i)
INV will consider making the Excess
Profit Distribution in the event of a. or b. below,and, will, in principle, not make the Excess Profit
Distribution in other circumstances.

(i)
INV will consider making the Excess
Profit Distribution in the event of a. or b. below,
and, will, in principle, not make the Excess Profit
Distribution in other circumstances.

a. To satisfy the requirements under the Special
Taxation Measures Act applicable to INV, in casethe distributable amount is less than 90% of
distributable income.

a. To satisfy the requirements under the Special
Taxation Measures Act applicable to INV, in casethe distributable amount is less than 90% of
distributable income.

b.
To stabilize distributions in cases where
significant expenses are to be recorded inconnection with, among other things, theacquisition of assets or the financing, and thedistribution amount is expected to decreasesignificantly.

b. To stabilize distributions to the level of amounttaking into consideration the amount of distribution
per unit assuming that the effects of, among otherthings, the acquisition of the assets or financing.
contribute through the whole fiscal period, in cases
where the investment units are to be diluted orsignificant expenses are to be recorded inconnection with such acquisition of assets,financing or others, and consequently, the amountof distribution per unit is expected to decrease
temporarily.

(ii)
The Excess Profit Distribution amount will
be no more than 60%(Note) of the depreciation(ii)
The Excess Profit Distribution amount will
be no more than 60%(Note) of the depreciation

This English language notice is a translation of the Japanese-language notice released on October 31, 2014 and was prepared solely for theconvenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution
readers to undertake investment decisions based on their own investigation and responsibility.
This translation of the original
Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy orcompleteness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy
between this translation and the Japanese original, the latter shall prevail in all respects.

3expenses recognized on the last day of the fiscal
period immediately preceding the fiscal period inwhich such distribution will be made.

expenses recognized on the last day of the fiscal
period immediately preceding the fiscal period inwhich such distribution will be made.

(Note) Per the applicable standards set by theInvestment Trusts Association of Japan,
closed-end investment corporation may make theExcess Profit Distribution in the amount up to 60%of the depreciations expenses recognized on thelast day of the relevant fiscal period.

(Note) Per the applicable standards set by theInvestment Trusts Association of Japan,
closed-end investment corporation may make theExcess Profit Distribution in the amount up to 60%of the depreciations expenses recognized on thelast day of the relevant fiscal period.

(iii)
With respect to implementation of theExcess Profit Distribution and determination of theExcess Profit Distribution amount, INV is tocarefully consider the following: (i) securing funds
necessary to maintain the value, etc. of INV’s
investment assets; (ii) the LTV level (Note) is to not
exceed 60% following the Excess ProfitDistribution; and (iii) securing liquidity following theExcess Profit Distribution.

(iii)
With respect to implementation of theExcess Profit Distribution and determination of theExcess Profit Distribution amount, INV is tocarefully consider the following: (i) securing funds
necessary to maintain the value, etc. of INV’s
investment assets; (ii) the LTV level (Note) is to not
exceed 60% following the Excess ProfitDistribution; and (iii) securing liquidity following theExcess Profit Distribution.

(Note) LTV level (%) = a / b x 100%
a = total outstanding balance of interest-bearing
debt at fiscal end
b = total assets at fiscal end - expected distribution
amount(Note) LTV level (%) = a / b x 100%
a = total outstanding balance of interest-bearing
debt at fiscal end
b = total assets at fiscal end - expected distribution
amount(b)Approval
Distribution(b)
Approval
Distribution

Processfor

ExcessProfitProcessfor

ExcessProfitIn the event INV decides to make the Excess Profit
Distribution, the Asset Manager is to present its
executive officers with drafts of financial
statements, asset management report andfinancial documents relating to cash distributions
as well as any accompanying statement, in eachcase for the fiscal period immediately preceding
the fiscal period in which such distribution is to bemade. In presenting such drafts, the General
Manager of the Finance Department of the AssetManager, in accordance with “(1) Basic Policy”
above, is to prepare a proposal taking into accountIn the event INV decides to make the Excess Profit
Distribution, the Asset Manager is to present its
executive officers with drafts of financial
statements, asset management report andfinancial documents relating to cash distributions
as well as any accompanying statement, in eachcase for the fiscal period immediately preceding
the fiscal period in which such distribution is to bemade. In presenting such drafts, the General
Manager of the Finance Department of the AssetManager, in accordance with “(1) Basic Policy”
above, is to prepare a proposal taking into accountThis English language notice is a translation of the Japanese-language notice released on October 31, 2014 and was prepared solely for theconvenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution
readers to undertake investment decisions based on their own investigation and responsibility.
This translation of the original
Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy orcompleteness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy
between this translation and the Japanese original, the latter shall prevail in all respects.

4matters affecting cash flow such as medium tolong term capital requirements, etc. (e.g.,long-term repair plans) and other necessary
matters, and will seek the approval of thePresident and CEO of the Asset Manager.

matters affecting cash flow such as medium tolong term capital requirements, etc. (e.g.,long-term repair plans) and other necessary
matters, and will seek the approval of thePresident and CEO of the Asset Manager.

This English language notice is a translation of the Japanese-language notice released on October 31, 2014 and was prepared solely for theconvenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution
readers to undertake investment decisions based on their own investigation and responsibility.
This translation of the originalJapanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding the accuracy orcompleteness of this English translation. Readers are advised to read the original Japanese-language notice. In the event of any discrepancy
between this translation and the Japanese original, the latter shall prevail in all respects.

5