May 13, 2010
Dear Unitholders:
1-3-12 Shiba-Koen, Minato-ku, TokyoJapan Rental Housing Investments Inc.
Takao Sakuma, Executive Director

Convocation Notice of
The 8th General Meeting of Unitholders
This is to inform you that the 8th General Meeting of Unitholders of Japan Rental Housing Investments Inc.
(“JRH”) will be held as described below. You are cordially invited to attend the General Meeting ofUnitholders.
Please note that you may exercise your voting rights via the voting rights exercise form if you areunable to attend the General Meeting of Unitholders in person. In such case, you are sincerely
requested to carefully examine the attached “Reference Documents Concerning the General Meetingof Unitholders” and, after indicating your votes for or against each agenda on the enclosed voting
rights exercise form, to send such form to us, ensuring that the form reaches us by no later than 6:00
p.m. on Thursday, May 27, 2010.
In accordance with Article 93, Paragraph 1 of the Law Concerning Investment Trusts and Investment
Corporations, JRH has set out the provisions concerning “Deemed Approval” in Article 24 of the current
Articles of Incorporation.
Accordingly, please be aware that if you are not present at the General Meeting of Unitholders anddo not exercise your voting rights via the voting rights exercise form, your voting rights will be
included in the number of voting rights of the unitholders in attendance and JRH will deem that you
have voted in favor of each agenda submitted to the General Meeting of Unitholders.

(Extract from the Current Articles of Incorporation of JRH)
Article 24 (Deemed Approval)
1. Any unitholder who does not attend a general meeting of unitholders and does not exercise his/hervoting rights shall be deemed to be in favor of any proposal submitted to such general meeting ofunitholders (provided, however, that in cases where two or more proposals are submitted and any
such proposal is in conflict in its nature with another proposal, both of such proposals shall beexcluded from such deemed approval).
2. The number of voting rights owned by the unitholder deemed to be in favor of a proposal inaccordance with the preceding paragraph shall be included in the number of voting rights of theunitholders in attendance.
1. Date and Time:
2. Place:

May 28, 2010 (Friday) at 1:00 p.m.
1-18-1 Shimbashi, Minato-ku, Tokyo
Koku Kaikan 7th Floor Large Hall(Please refer to the “Directions to the 8th General Meeting of Unitholders” at the-1-end of this document. Please note that the venue is different from that of thelast General Meeting of Unitholders.)
3. Purpose of the General Meeting of Unitholders:Agenda to be Resolved
Item 1:
Amendment to the Articles of Incorporation
Item 2:
Appointment of Three (3) Executive Directors
Item 3:
Appointment of Four (4) Supervisory Directors___________________________________________________________________________________* If you attend the General Meeting of Unitholders in person, please submit the enclosed voting rights exercise
form to the receptionist at the venue.
* If you choose to exercise your voting rights by proxy, you may appoint another unitholder with voting rights toattend the General Meeting of Unitholders as your proxy. In such case, such proxy shall submit your votingrights exercise form together with a document certifying the status of the proxy.
* After the conclusion of the General Meeting of Unitholders, the “Session of Asset Management Report” will beheld at the same venue by Mi-Casa Asset Management Inc., the asset management company of JRH.
* Method of publicizing in the case of revision of the Reference Documents Concerning the General Meeting ofUnitholders:
Please note that any revisions that are required to be made, by the date preceding the date of the General Meetingof Unitholders, to the matters included in the Reference Documents Concerning the General Meeting ofUnitholders will be posted on JRH’s Web Site (http://www.jrhi.co.jp/).

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Reference Documents Concerning the General Meeting of Unitholders
Agenda and References
Item 1:
Amendment to the Articles of Incorporation
1. Reason for Amendments to the Articles of Incorporation
Amendments to be effective on May 28, 2010
(1) Aiming to secure steady growth and stable income from its investment assets for the medium andlong-term in accordance with its investment policy of asset management, types of the Specified
Assets to be invested in will be added.
(2) In accordance with the amendments made to the Special Taxation Measures Law (Law No. 26 of1957, as amended; hereinafter the same), necessary revisions of wording will be made.
(3) Associated with the above amendments, other necessary amendments such as renumbering ofarticles or paragraphs and other revisions of wording will be made.
Amendments to be effective subject to the absorption-type merger with Prospect Reit Investment
Corporation becoming effective(1) The number of authorized units will be increased because (i) the increase of the number ofoutstanding units of JRH will be increased due to an absorption-type merger between JRH andProspect Reit Investment Corporation (hereinafter referred to as the “Merger”) and theimplementation of the unit split prior to the Merger and (ii) such amendment will enable JRH toraise new capital smoothly for business expansion in the future.
(2) In accordance with the Special Taxation Measures Law, new clause will be added to enable JRH
to select special method so that JRH can adjust the amount of negative goodwill at the time ofcalculating the distributable amount upon the Merger.
(3) The amendments described in (1) and (2) above shall be subject to the Merger becoming
effective. Therefore, such condition will be described as a supplementary provision.
(4) Associated with the above amendments, other necessary amendments such as renumbering ofarticles or paragraphs and revisions of wording will be made.

-3-2. Details of Amendments to the Articles of Incorporation
The details of the amendments are as follows:
Amendments to be effective on May 28, 2010
(Amendments are underlined)

Current Articles of Incorporation

Proposed Amendments

Article 11(Specified Assets Targeted for Asset Management)

Article 11(Specified Assets Targeted for Asset Management)

4. The Company may make an investment in any 4. The Company may make an investment in anyof the following Items, if necessary:of the following Items, if necessary:(Newly Established)(5) Movables under the Civil Code(5) (Omitted)(6) (Unchanged)

Article 15(Cash Distribution Policies)

Article 15(Cash Distribution Policies)

The Company shall make distributions, in The Company shall make distributions, inprinciple, in accordance with the following principle, in accordance with the following
policies:
policies:(2) If monetary distribution is conducted with thelimit of the amount of profit, distribution amounts
shall be determined by the Company and such
distribution amounts shall exceed 90% of theincome available for distribution of the Company
as provided for in Article 67-15 of the Special
Taxation Measures Law (Law No. 26 of 1957, asamended) and in Article 39-32-3 of theEnforcement Order concerning Special Taxation
Measures Law (Cabinet Order No. 43 of 1957, asamended; hereinafter the “Enforcement Orderconcerning Special Taxation Measures Law”).
The Company may accumulate reserves that aredeemed to be necessary for maintaining its
Investment Assets or improving the value thereofsuch as the long-term reserve for maintenance,
payment reserve, reserve for distribution, and othersimilar reserves and accounts.

(2) If monetary distribution is conducted with thelimit of the amount of profit, distribution amounts
shall be determined by the Company and such
distribution amounts shall exceed 90% of theprofits available for distribution of the Company asprovided for in Article 67-15 of the Special
Taxation Measures Law (Law No. 26 of 1957, asamended) (in case of any change in calculation ofsuch amounts due to an amendment to any laws
and ordinances, etc., the distribution amounts after
such change). The Company may accumulate
reserves that are deemed to be necessary for
maintaining its Investment Assets or improving thevalue thereof such as the long-term reserve formaintenance, payment reserve, reserve for
distribution, and other similar reserves andaccounts.

(3) (Omitted)(3) (Unchanged)(4) When the Company makes monetary
distribution in excess of profits, the distribution
amount shall be limited to the amount obtained byaggregating the amount of profit concerning therelevant Settlement Date and the amountcorresponding to depreciation for the relevant
fiscal period; provided, however, that if suchamount does not exceed 90% of the distributableamount set forth in Article 39-32-3 of theEnforcement Order concerning Special Taxation
Measures Law, the Company may make monetary
distribution in excess of distributable amount, up
to the amount equivalent to 91% of the(4) When the Company makes monetary
distribution in excess of profits, the distribution
amount shall be limited to the amount obtained byaggregating the amount of profit concerning therelevant Settlement Date and the amountcorresponding to depreciation for the relevant
fiscal period; provided, however, that if suchamount does not exceed 90% of the distributableamount set forth in Article 39-32-3 of theEnforcement Order concerning Special Taxation
Measures Law (Cabinet Order No. 43 of 1957, asamended), the Company may make monetary-4-Current Articles of Incorporation
distributable amount.

Proposed Amendments
distribution in excess of distributable amount, up
to the amount equivalent to 91% of the
distributable amount.

Amendments to be effective subject to the Merger becoming effective(Amendments are underlined)

Current Articles of Incorporation
CHAPTER 2

Proposed Amendments

INVESTMENT UNITS

CHAPTER 2

INVESTMENT UNITS

Article 5Article 5(Total Number of Investment Units Authorized to (Total Number of Investment Units Authorized toBe Issued by the Company)
Be Issued by the Company)
1. The total number of units authorized to be 1. The total number of units authorized to beissued by the Company shall be 2 million units.
issued by the Company shall be 5 million units.
CHAPTER 3
ASSET MANAGEMENT
CHAPTER 3
ASSET MANAGEMENTOBJECTIVES, POLICIES AND CALCULATION OBJECTIVES, POLICIES AND CALCULATION
Article 10 (Investment Policy)

Article 10 (Investment Policy)(Newly Established)

7. The Company shall maintain the ratio of thevalue of its real estate, etc. (meaning, in thisparagraph, the real estate (meaning the assets as set
forth in (a), (b) and (e) of Article 37, Paragraph 3,
Item 2 of the Ordinance for the Account of theInvestment Trust Corporation (Cabinet Office
Ordinance No. 47 of 2006, as amended);hereinafter the same shall apply), leaseholds of realestate, assets as set forth in (f) of the said Item,
surface rights and easements and the beneficial
interests of trusts formed by entrustment of theseassets) to the aggregate amount of the assets heldby the Company at not less than 70%.

7. (Omitted)

8.

(Unchanged)

8. (Omitted)

9.

(Unchanged)(Newly Established)(Supplementary Provision)
The amendments to these Articles of Incorporation
as set forth in Article 5 and Article 10 shall beeffective conditional upon the effectuation of theabsorption-type merger between the Corporation,
as the surviving corporation, and Prospect Reit
Investment Corporation, as the absorbed
corporation, in accordance with the merger
agreement dated March 26, 2010 executed
between the Corporation and Prospect Reit
Investment Corporation, on and after the effective
date of such merger.
This supplementaryprovision shall be deleted after such effective date.

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Appointment of Three (3) Executive Directors

The term of office of Executive Directors Takao Sakuma, Robert Zulkoski and Toshiya Kuroda isuntil January 20, 2011. However, the three Executive Directors have conveyed their wish to resign
upon conclusion of the General Meeting of Unitholders. Therefore, JRH shall propose theirreappointment as Executive Directors as of May 28, 2010.
In this agenda, pursuant to the provision of Article 28 of the current Articles of Incorporation, the termof office of the Executive Directors shall be two years starting from May 28, 2010, the date on which
the Executive Directors are elected to their offices.
This agenda is submitted at the General Meeting of Unitholders upon the resolution of the Board ofDirectors held on April 28, 2010, with the consents of all Supervisory Directors of JRH,.
The candidates for Executive Director are as follows:-6-

NumberofCandidatesName(Date of Birth)

Biography
April, 1955
January, 1979
November, 1981
May, 1983
September, 1984
July, 1989

1

Takao Sakuma(November 19, 1932)

March, 1995
February, 2005
October, 2005

July, 2006
December, 2007
April, 1983
April, 1989

November, 1996

2Robert Zulkoski(March 18, 1961)

May, 1998
May, 2004
October, 2007

August, 2008
January, 2009
May, 1994
August, 1994
February, 1999
3Toshiya Kuroda(April 10, 1960)

April, 2001
May, 2005
December, 2006
January, 2009

The Dai-Ichi Bank
President, The Dai-Ichi Kangyo Bank Nederland
Chairman, Hawaii Omori Corporation (Secondedpost)
Branch Manager of Hibiya Branch, The Dai-Ichi
Kangyo BankManaging Director, Seiko Epson Co., Ltd.
Managing Director, Tokyo Branch , Kidder
Peabody Securities, Ltd.
CEO, TS Planning incorporated
CEO, re-plus REIT management inc. (currently,Mi-Casa Asset Management Inc.)
Executive Director, re-plus residential investmentinc. (currently, Japan Rental Housing InvestmentsInc.) (present)
Chairman, re-plus REIT management inc.
(currently, Mi-Casa Asset Management Inc.)
Director (part-time), re-plus REIT managementinc. (currently, Mi-Casa Asset Management Inc.)
Vice President of the Real Estate Capital Market
Group, Kidder Peabody Securities, Ltd.
Managing Director of the Asia Commercial Real
Estate Financing and Service Group, General
Electric Capital Corporation
Executive Director of Asia Pacific & Europe,
Oakwood Asia PacificFounding Partner and Chief Executive Officer,
Colony Capital Asia Pacific
Chairman and CEO, Pangaea Capital Management
Managing Director and Representative of the Asia
Real Estate and Special Situations Group, Oaktree
Capital Management L.P. (present)
Director (part-time), re-plus REIT managementinc. (currently, Mi-Casa Asset Management Inc.)
Executive Director, Japan Rental Housing
Investments Inc. (present)
Registered as lawyer in the State of New York,U.S.A.
Vice President of Los Angeles Branch, The Sakura
Bank, Limited
Senior Manager of Real Estate Consulting
Department (Los Angeles), KPMG LLP
Senior Vice President, Oaktree Japan Co., Ltd.
Director, KW Investment Co., LTD.
Senior Vice President, Oaktree Japan Co., Ltd.
(present)
Executive Director, Japan Rental Housing
Investments Inc. (present)

1. The above candidates for Executive Director do not own investment units of JRH.
2. The above candidates for Executive Director execute the general business of JRH as the current Executive Directors ofJRH.
3. The above candidates for Executive Director have no special interest with JRH.
4. Among the above candidates for Executive Director, Robert Zulkoski is concurrently the Managing Director andRepresentative of the Asia Real Estate and Special Situations Group of Oaktree Capital Management L.P., and Toshiya
Kuroda is concurrently the Senior Vice President of Oaktree Japan Co., Ltd.

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Appointment of Four (4) Supervisory Directors

The term of office of Supervisory Directors Kouhei Yabuta, Jun Nagamine, Danforth Thomas andKiyohiko Tsukada is until January 20, 2011. However, the four Supervisory Directors have
conveyed their wish to resign upon conclusion of the General Meeting of Unitholders. Therefore,
JRH shall propose their reappointment as Supervisory Directors as of May 28, 2010.
In this agenda, pursuant to the provision of Article 28 of the current Articles of Incorporation, the termof office of the Supervisory Directors shall be two years starting from May 28, 2010, the date on
which the Supervisory Directors are elected to their offices.
The candidates for Supervisory Director are as follows:-8-NumberofCandidates

Name(Date of Birth)

Biography
March, 1991
April, 1991

1Kouhei Yabuta(December 24, 1961)

April, 1997
January, 2006

September, 1980
September, 1983
September, 1987
September, 1987
September, 1989
2Jun Nagamine(March 10, 1957)

February, 1990
October, 2001
March, 2008
January, 2009
March, 2009
May, 1982
December, 1986May, 1989
February, 1993
October, 1994
March, 1996
July, 2000

3Danforth Thomas(September 8, 1957)

October, 2000
November, 2003
March, 2006
June, 2006
June, 2007
October, 2008
January, 2009
April, 2009
April, 1981
September, 1999
November, 2001

4

Kiyohiko Tsukada(April 5, 1958)

January, 2005
February, 2007
January, 2009

Finalized the Legal Research and Training instituteof the Supreme Court of Japan (the 43rd term)
Bar admission (Daiichi Tokyo Bar Association)
Joined HASHIDATE LAW OFFICE
Partner lawyer at HASHIDATE LAW OFFICE(present)
Supervisory
Director,re-plusresidential
investment inc. (currently, Japan Rental Housing
Investments Inc.) (present)
Tohmatsu Awoki & Co.
Tohmatsu Touche Ross Consulting Co., Ltd.
Registered as a certified public accountant
Bankers Trust Company
Opened Nagamine Accounting Office as arepresentative (present)
Registered as a certified public tax accountant
President and CEO, TPI Limited Co. (present)
Auditor, GCA Savvian Group corp. (present)
Supervisory Director, Japan Rental Housing
Investments Inc. (present)
Partner, Nagamine Mishima Accounting Office(present)
CS First Boston
Vice President, Goldman Sachs
Manager, IVEX International K.K.
President, Cheyenne SoftwarePresident, Chipcom Japan
Representative Director, International Investment
Consultants Ltd. (present)
Representative Director, Top Layer Networks
Japan (present)
Manager, Japan Venture Partners, LLC (present)
Director (Part-time), Fabri-Kal Corporation(present)
Director (Part-time), Stryker Japan Holding K.K.
(present)
Representative Director, Belkin Japan (present)
Representative Director, WISECOM K.K.
(present)
Director (Part-time), Mirapoint Japan, K.K.
(present)
Supervisory Director, Japan Rental Housing
Investments Inc. (present)
Director (Part-time), WISECOM K.K. (present)
Long-Term Credit Bank of JapanThe Norinchukin Bank
Director of Business Development Department,
GE Capital Leasing Corp.
Executive Director and Managing Director ofBusiness Development Department
Managing Director, Oaktree Japan Co., Ltd.
(present)
Supervisory Director, Japan Rental Housing
Investments Inc. (present)

1. The above candidates for Supervisory Director do not own investment units of JRH.

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2. The above candidates for Supervisory Director, as the current Supervisory Directors of JRH, supervise the execution ofduties of the Executive Directors.
3. The above candidates for Supervisory Director have no special interest with JRH.
4. Among the above candidates for Supervisory Director, Kouhei Yabuta is concurrently the partner lawyer ofHASHIDATE LAW OFFICE, Jun Nagamine is concurrently the president and CEO of TPI Limited Co. and the partnerof Nagamine Mishima Accounting Office, Danforth Thomas is concurrently the representative director of International
Investment Consultants Ltd., Top Layer Networks Japan, Belkin Japan and WISECOM K.K and the manager of Japan
Venture Partners, LLC, and Kiyohiko Tsukada is concurrently Managing Director of Oaktree Japan Co., Ltd.

Reference Matters:
In the case where any agenda submitted to the General Meeting of Unitholders is considered to be inconflict with other agendas, the provisions regarding “Deemed Approval,” as set forth in Article 24 of thecurrent Articles of Incorporation of JRH, in accordance with Article 93, Paragraph 1 of the Law
Concerning Investment Trusts and Investment Corporations, shall not apply to any of such agenda. Noneof the foregoing agenda, Item 1 through Item 3, falls under an agenda in conflict with other agendas.
End of Document- 10 -

Directions to the 8th General Meeting of Unitholders
Venue:AccessNote

Aviation Building (Large Conference Room on the 7th Floor)
18-1, Shimbashi 1-chome, Minato-ku, TokyoTelephone:
03-3501-1272

JR Shimbashi Station
Hibiya Exit 5-minute walkToei Mita Line Uchisaiwaicho Station
A2 Exit
1-minute walkTokyo Metro Ginza Line Shimbashi Station 7 Exit
5-minute walkToei Asakusa Line Shimbashi Station
7 Exit5-minute walk
There is no parking available.

We kindly ask you not to come by your car.

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