[Translation for reference purpose only]

Articles of Incorporationof Investment Corporation

Invincible Investment Corporation

[Translation for reference purpose only]

Invincible Investment Corporation Articles of Incorporation

Chapter I
Article 1

General Provisions

Trade Name

The trade name of the Investment Corporation is “Invincible Toushi Houjin” (“theInvestment Corporation”), and the English name is Invincible Investment Corporation.
Article 2

PurposeThe purpose of the Investment Corporation is to invest its assets mainly into Specified Assets(hereinafter, as defined in Article 2, Paragraph 1 of the Act on Investment Trust andInvestment Corporations (Act No. 198 of 1951, as amended (the “Investment Trust Act”)).
Article 3

Location of Head Office

The head office of the Investment Corporation shall be in Minato-ku, Tokyo.
Article 4

Method of Public Notice

The Investment Corporation shall make public notice by publication in the Nihon Keizai
Shimbun.

Chapter II
Article 5Investment Units

Redemption of Investment Units upon the Request of Unitholders

The Investment Corporation shall not redeem investment units upon the request ofunitholders.
Article 6

Total Number of Investment Units Authorized to be Issued

1. The total number of investment units of the Investment Corporation authorized to be issued
is 10 million units.
2. The issue price of investment units offered in Japan must account for more than 50% of theaggregate issue price of the investment units of the Investment Corporation.
3. The executive directors of the Investment Corporation may, upon obtaining the approval of
the board of directors, offer investment units to be issued by the Investment Corporation
for subscription to the extent the number of the offered units is within the limitsprescribed in Paragraph 1. The issue price per unit for the Investment Units for
Subscription (meaning the investment units allotted to persons who, in response to suchoffer, applied for subscription to such investment units) shall be determined on an equalbasis by every issue date and shall be the price determined by the executive directors andapproved by the board of directors as a fair price in light of the assets held by theInvestment Corporation (“Investment Assets”).

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Article 6-2

Acquisition of Own Investment Units

The Investment Corporation may, to the extent permitted by the laws and regulations, by the
resolution of its board of directors, acquire its own investment units for value upon
agreements with unitholders, through market transactions or through other methods set forthin the laws and regulations.
Article 7

Investment Units Handling Rules

Other than as prescribed by laws and regulations or these Articles of Incorporation, theprocedures for handling of investment units, including registration or recording in theregistry of unitholders of the Investment Corporation and the associated fees, shall be inaccordance with the investment units handling rules prescribed by the board of directors.
Article 8

Minimum Amount of Net Assets

The minimum amount of net assets of the Investment Corporation is 50 million yen.
Chapter III
Article 9Investment Target and Investment Policy

Basic Investment Policy

With the aim of achieving steady growth of the investment assets and stable income from themedium- and long-term view, the Investment Corporation shall manage its assets for the
purpose of investing the assets primarily in the Real Estate and Other Assets (meaning theReal Estate and Other Assets set forth in the Ordinance for Enforcement of the Act on
Investment Trusts and Investment Corporations (hereinafter referred to as the “Investment
Trust Act Enforcement Ordinance”)).
Article 10

Investment Perspective

1. As its investment policy, the Investment Corporation shall invest in the assets in the
proportion in accordance with the following policy. The Investment Corporation shallensure that the total amount of Specified Real Estate (this means the Specified Assets
acquired by the Investment Corporation that are real estate, real estate leasehold rights or
surface rights, or the beneficiary interest of a trust having as trust assets real estate
ownership, land leasehold rights or surface rights; the same shall apply to Paragraph 2)
accounts for at least 75% of the total amount of Specified Assets held by the Investment
Corporation.
2. For the investment of the Specified Assets, a comprehensive judgment shall be madebased on the investment environment, after conducting detailed research regarding therelevant assets, including the investment yield anticipated from acquisition price andincome projection, future prospects and stability of the site area and the periphery, and the
expected sale price and the expected time to be required for possible sale in the future.
3. In the case set forth in the Order for Enforcement of the Act on Investment Trusts andInvestment Corporations (hereinafter referred to as the “Investment Trust Act
Enforcement Order”), the Investment Corporation may acquire the outstanding shares or
equity interests in the corporations defined in Article 221-2, Paragraph 1 of theInvestment Trust Act Enforcement Ordinance (hereinafter referred to as the “Corporations
Holding Overseas Real Estate”) beyond the number or the amount obtained bymultiplying (a) the total number or the total amount of the outstanding shares or equity
interests in such Corporations Holding Overseas Real Estate (excluding the treasury
shares or equity interests held by such Corporations Holding Overseas Real Estate) by (b)the rate set forth in Article 221 of the Investment Trust Act Enforcement Ordinance.
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4. The Real Estate, etc. (meaning the Specified Assets listed in Article 11, Paragraph 1,
Items 1 through 8; hereinafter the same) and the Real Estate-Backed Securities (meaning
the Specified Assets listed in Article 11, Paragraph 1, Items 9 through 13; hereinafter thesame) to be invested shall be the Real Estate, etc. and the Real Estate-Backed Securities
that are expected to generate rent income. However, if the investment in the Real Estate,etc. and the Real Estate-Backed Securities is judged to be beneficial for the asset
management of the Investment Corporation in the light of the conditions of the asset
management of the Investment Corporation, even if the Real Estate, etc. and the Real
Estate-Backed Securities are not expected to generate rent income at the time of theiracquisition or from immediately after their acquisition, such Real Estate, etc. and Real
Estate-Backed Securities shall be included in the assets to be invested.
5. The Investment Corporation may invest in securities other than the Real Estate-Backed
Securities, as well as in monetary claims and other assets, to ensure stable and efficientmanagement of the assets in preparation for the payment of distributions or maintenancecosts of the real estate, or for the management of temporal fund waiting for theacquisition of real estate. In such cases, the Investment Corporation shall make an
investment taking security and liquidity into account, if the investment is judged to bebeneficial considering the period and purposes of the investment in light of the conditionsof the asset management of the Investment Corporation.
6. The Investment Corporation may reinvest the sales price of the investment assets, and theredemption amount, interest, trust profits, distributions and other income from thesecurities.
7. The Investment Corporation may conduct transactions other than those listed in Paragraph2 through the immediately preceding paragraph when the Investment Corporation judgesthat it is feasible for those transactions to be conducted in light of the laws, ordinances,
the rules of the Investment Trusts Association, Japan, these Articles of Incorporation andgenerally accepted fair practices, and that the transactions will be beneficial for the asset
management of the Investment Corporation.
8. Notwithstanding the provisions from Paragraph 2 through the immediately preceding
paragraph, if any unexpected event such as a sudden change of market condition trends,
general economic conditions or real estate market trend occurs and the interests ofunitholders are likely to be damaged, the Investment Corporation may take measuresnecessary to protect the interests of unitholders.
Article 11

Investment Target

1. In accordance with the basic policy prescribed in Paragraph 9 above, the Investment
Corporation shall make investments primarily in the Specified Assets listed below:(1) Real estate, real estate leasehold rights or surface rights(2) Assets listed in the immediately preceding item (1) governed by foreign laws andregulations(3) Trust beneficiary rights in real estate, real estate leasehold rights, surface rights or
the assets listed in the immediately preceding item (2) (including blanket trusts inwhich funds incidental to the real estate are also entrusted)(4) Trust beneficiary rights in cash which aim to manage the trust assets by investing
primarily in real estate, real estate leasehold rights, surface rights or the assets listed
in Item (2)(5) Equity interests in contracts whereby one party makes investment in the asset
management by the counterparty of assets of the kind listed in Items (1) through (4)and the counterparty manages the contribution by the first party by primarily
investing it in the cited assets and distributes the profits derived from those4

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investments (hereinafter referred to as “Equity Interests in Real Estate Anonymous
Associations”)(6) Trust beneficiary rights in cash which aim to manage the trust assets by investing
primarily in Equity Interests in Real Estate Anonymous Associations(7) Assets formed under foreign laws and regulations and having the same nature as theassets listed in Items (3) through (6)(8) Shares or contributions issued by the Corporations Holding Overseas Real Estate
whose assets consist entirely of real estate and monetary claims, etc. associatedwith such real estate (excluding those listed on foreign financial instrument
exchanges and those registered, etc. on OTC financial instruments exchanges
opened in foreign countries) in the case set forth in Article 194, Paragraph 2 of theInvestment Trust Act.
(9) Preferred equity securities of Tokutei Mokuteki Kaisha (limited to those that aim toinvest in Real Estate, etc. in .an amount exceeding one-half the value of the backing
assets)(10) Beneficiary certificates of Tokutei Mokuteki Shintaku (limited to those that aim toinvest in Real Estate, etc. in an amount exceeding one-half the value of the backing
assets, and excluding the assets listed in Items (3), (4), or (6))(11) Beneficiary certificates on the investment trust (limited to those that aim to invest
in Real Estate, etc. in an amount exceeding one-half the value of the backing assets)(12) Investment securities (limited to those that aim to invest in Real Estate, etc. in an
amount exceeding one-half the value of the backing assets)(13) Assets formed under foreign laws and regulations and having the same nature as theassets listed in Items (9) through (12)
2. The Investment Corporation may also invest in the Specified Assets listed below for theefficient investment of funds.
(1) Securities (as defined in Article 2, Paragraph 1 of the Financial Instruments andExchange Act and the rights deemed to be the securities in the provisions ofParagraph 2 of the same article; hereinafter the same, but excluding the assets listed
in this Paragraph, Item (4) and Paragraph 3, Item (9))(2) Monetary claims (as defined in the “Investment Trust Act Enforcement Order”,
and including ordinary deposits, large time deposits and negotiable deposits, but
excluding the assets listed in this Paragraph, Item (5))(3) Call loans(4) Securities or certificates issued by foreign countries or foreign parties and having
the nature of the securities or certificates listed in this Paragraph, Item (1)(5) Monetary claims against the Corporations Holding Overseas Real Estate(6) Trust beneficiary rights in cash which aim to manage the assets by investing in theassets listed in Items (1) through (5), and trust beneficiary rights in cash which aim
to manage the assets by investing in such trust beneficiary rights(7) Interests in financial futures(8) Interests in financial derivative transactions
3. In addition to investment in the Specified Assets set forth in Paragraphs 1 and 2, theInvestment Corporation may invest in the assets listed in the following items if suchinvestments are necessary for investment in the Real Estate, etc.
(1) Trademark rights, and exclusive right to use or non-exclusive rights to use
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trademarks set forth in the Trademark Act (Act No. 127 of 1959, as amended)(limited to those that are incidental to the investment in the Real Estate, etc.)(2) Rights to use the source of a hot spring as prescribed by the Hot Springs Act (ActNo. 125 of 1948, as amended) and facilities related to such hot spring (limited tothose that are incidental to the investment in the Real Estate, etc.)(3) Carbon dioxide equivalent quotas or other similar assets or emission rights(including emission rights for greenhouse gases) based on the Act on Promotion of
Global Warming Countermeasures (Act No. 117 of 1998, as amended)(4) Copyrights as defined in the Copyright Act (Act No. 48 of 1970, as amended)(5) Investment interests in partnerships (limited to those established by contributing
real estate, lease of real estate, surface right or easement and aiming to lease,
operate or manage these assets) as defined in Article 667 of the Civil Code (the“Civil Code”) (Act No. 89 of 1896, as amended)(6) Movables (as defined in the Civil Code)(7) Easement(8) Specified equity as defined in Article 2, Paragraph 6 of the Act Concerning the
Securitization of Assets (Act No. 105 of 1998, as amended)(9) Shares (including other equity interests but excluding those falling under any of theforegoing items) issued by domestic or foreign corporations which are formed
solely to operate asset management of assets in foreign countries(10) In addition to Items (1) through (9) above, other rights the acquisition of which arenecessary or useful, in connection with investments in the Real Estate, etc. or theReal Estate-Backed Securities(11) Trust beneficiary rights in cash which aim to manage the trust assets by investing in
those listed in Items (1) through (10) of this paragraph(12) Title as a member of limited liability company set forth in the Companies Act (ActNo. 86 of 2005)(13) Title of fund contributor set forth in the Act on General Incorporated Associationsand General Incorporated Foundations (Act No. 48 of 2006) (including claims for
return of the funds)
4. The rights to be indicated on securities set forth in Article 2, Paragraph 2 of the Financial
Instruments and Exchange Act (Act No. 25 of 1948, as amended) shall, when securities
indicating these rights have not been issued, be deemed as securities indicating theserights, and Paragraphs 1 through 3 shall apply.
Article 12

Restrictions on Investment

1. The Investment Corporation shall not actively invest in securities or monetary claimsprescribed in Paragraph 2, Items (1) and (2) of the immediately preceding article, and shallmake investment taking security and liquidity of investment or relevancy with theSpecified Assets listed in Paragraph 1 of the immediately preceding article into
consideration.
2. The Investment Corporation may acquire interests in financial futures set forth inParagraph 2, Item (7) of the immediately preceding article and interests in financial
derivative transactions set forth in Paragraph 2, Item (8) of the immediately precedingarticle only for the purpose of hedging against interest rate risk and other risks arising fromthe liabilities of the Investment Corporation.

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Article 13

Lending of Portfolio Assets

1. With regard to real estate owned by the Investment Corporation, for the purpose of gaining
return, the Investment Corporation may enter into lease agreements with third parties andlease the real estate, or enter into management agreements with third parties and entrust the
management of the real estate. With regard to the real estate related to trust beneficiaryinterests that are backed by real estate and owned by the Investment Corporation, theInvestment Corporation may cause the trustee of the trust to enter into lease agreementswith third parties and lease the real estate, or, after borrowing such real estate from thetrustee, enter into management agreements with third parties and entrust the managementof the real estate.
2. When leasing real estate prescribed in the immediately preceding paragraph, theInvestment Corporation may receive or deliver security deposits, guaranty deposits andother similar monies (the “Security Deposits”); the Investment Corporation may invest
such received Security Deposits in accordance with the provisions of the investment policyof the Investment Corporation.
3. The Investment Corporation may loan or lease the Specified Assets owned by theInvestment Corporation (except those listed in Paragraph 1) for the purpose of promoting
the management of the assets if the market for such transactions is generally recognized towidely exist. In such case, the transactions shall be made by sufficiently taking into
account the risks associated with the relevant transactions.
Article 14

Borrowing and Issues of Investment Corporation Bonds

1. For the purpose of contributing to the efficient asset management and stability of asset
management, the Investment Corporation may borrow funds or issue investment
corporation bonds (including short-term investment corporation bonds, the same applying
hereinafter) to be used for the acquisition of assets, repairs, the payment of distributions,funds necessary for management of the Investment Corporation or the repayment of debts.
2. The maximum amount of borrowing and of issuance of investment corporation bonds shallbe five hundred billion yen as the upper limit respectively and the total of the two may notexceed five hundred billion yen.
3. Borrowing can only be made only from qualified institutional investors as prescribed by
the Financial Instruments and Exchange Act (limited to institutional investors as prescribedby Article 67-15 of the Act on Special Measures Concerning Taxation (Act No. 26 of 1957,
as amended)).
4. In the event prescribed in Item 1, the Investment Corporation may provide investment
assets as collateral.
Article 15

Methods, Standards and Reference Dates for Asset Evaluation

1. The methods of evaluating the assets of the Investment Corporation shall be provided asfollows according to the classification of the investment assets.
(1) Real estate, real estate leasehold rights or surface rights
An evaluation shall be made for the value obtained by deducting the accumulated
depreciation amount from the acquisition price.
Depreciation shall be calculated on a straight-line basis for the building and thefacilities; provided, however, that if the straight-line method becomes inappropriate
due to any justifiable reason, the Investment Corporation may change the method toa different method for the calculation of the depreciation of the facilities, as long as it
can reasonably be determined that no problems will arise from the perspective of theprotection of the unitholders.
7[Translation for reference purpose only](2) Trust beneficiary interests in real estate, real estate leasehold rights or surface rights
The value shall be calculated by evaluating the value of the portion of the trust
beneficiary interest based on the value obtained by subtracting the total amount oftrust liabilities from the total amount of trust assets after, in the case where the trust
assets are the assets listed in the immediately preceding item, evaluating the trust
assets by the method stated in the immediately preceding item, and, in the casewhere the trust assets are financial assets, evaluating the trust assets in accordancewith generally accepted corporate accounting practices.
(3) Trust beneficiary interests in cash which aim to manage the trust assets by investing
primarily in real estate, real estate leasehold rights or surface rights
The value shall be calculated by evaluating the value of the portion of the trust
beneficiary interest based on the value obtained by subtracting the total amount oftrust liabilities from the total amount of trust assets after, in the case where the trust
assets are composed of the assets listed in Item (1), evaluating the trust assets by
the method stated in Item (1) above, and, in the case where the trust assets arecomposed of financial assets, evaluating the trust assets in accordance withgenerally accepted corporate accounting practices.
(4) Equity Interests in Real Estate Anonymous Associations
An evaluation shall be made by evaluating the value of the portion of the equity
interests in the anonymous associations based on the value obtained by subtracting
the total amount of anonymous association liabilities from the total amount ofanonymous association assets after, in the case where the assets of the anonymous
associations are composed of the assets listed in Items (1) through (3) above,
evaluating the assets of the anonymous associations respectively as stated in
Items(1) through (3) above, and, in the case where the assets of the anonymous
associations are composed of financial assets, evaluating the assets of theanonymous associations in accordance with generally accepted corporate
accounting practices.
(5) Trust beneficiary interests in cash which aim to manage the assets by investing in
Equity Interests in Real Estate Anonymous Associations
The value shall be obtained by subtracting the total amount of trust liabilities fromthe total amount of trust assets after evaluating the value of the equity interests inanonymous associations which are trust assets by the method stated in theimmediately preceding item, and multiplied by the proportion of interests in such
trust assets.
(6) Securities
If
securities
areclassified
asheld-to-maturity
debt
securities(manki-hoyu-mokuteki-no-saiken), the evaluation shall be made at the acquisition
costs. However, if such debt securities are acquired at prices lower or higher thantheir face values (saiken-kingaku) and the nature of the difference between theacquisition cost and the face value is deemed to be an interest rate adjustment, thevalue shall be calculated based on the amortized cost method. If securities areclassified as the shares in subsidiaries or affiliated companies, the evaluation shallbe made at the acquisition costs. If securities are classified as the other securities,
the evaluation shall be made at the market values. However, in case of shares, or
financial instruments without market prices, the evaluation shall be made at theacquisition costs.
(7) Trust beneficiary interests in cash
An evaluation shall be made by evaluating the total amount of trust assets after
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evaluating the trust assets components in accordance with the above.
(8) Monetary claims
The value shall be calculated by deducting any allowance for bad debt from theacquisition price; provided, however, that if the monetary claims were acquired at a
price lower or higher than their face value and the difference between theacquisition price and their face value can be considered to be an interest adjustment,
the value shall be calculated by deducting the allowance for bad debt from thevalue calculated by the amortized cost method.
(9) Interests in financial futures and interests in financial derivative transactions(i)

Claims and obligations from financial futures and financial derivativetransactions shall be evaluated at the market values.

(ii) Notwithstanding the above, hedge accounting may be applicable to thosetransactions that are deemed as hedge transactions under generally accepted
corporate accounting practices. However, for those transactions that satisfy
the criteria for special treatment for interest rate swaps set forth in the
Financial Instruments Accounting Standards, such special treatment forinterest rate swaps may be applied.
(10) Others(i)

If not provided for in the above, evaluations shall be made for the value
calculated pursuant to the evaluation rules of the Investment Trusts
Association, Japan, or the value calculated under generally accepted corporate
accounting practices.
(ii) If asset evaluation methods are to be used in order to disclose values in asset
management reports, evaluation shall be made in the following manner:(a) Real estate, real estate leasehold rights and surface rights
In principle, for the value based on the appraisal by a real estate appraiser
or inspection value.
(b) Trust beneficiary rights in real estate, surface rights or land leasehold
rights and Equity Interests in Real Estate Anonymous Associations
In the case where the trust assets or the assets of anonymous associations
are composed of assets listed in (a) above, evaluations shall be made by
the method described in (a) above and in the case where the trust assets or
the assets of anonymous associations are composed of financial assets,
evaluations shall be made by calculating the amount equivalent to theEquity Interests in Real Estate Anonymous Associations or the amountequivalent to the equity interests in trust beneficiary rights obtained bysubtracting the total amount of liabilities from the total amount of assets
after evaluating the assets in accordance with generally accepted corporate
accounting practices.
(11) The reference dates for asset evaluations shall, in principle, be the end of each fiscal
period stipulated in Article 16.
Chapter IV
Article 16

Calculation

Closing Date

The fiscal period of the Investment Corporation shall be the six-month periods from January
1 to the last day of June and from July 1 to the last day of December of each year (the last
day of each fiscal period shall be hereinafter referred to as the “Closing Date”).

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Article 17

Policy on the Distribution of Funds

The Investment Corporation shall make distributions of funds to unitholders or to recorded
pledgees of investment units registered or recorded in the last registry of unitholders on each
Closing Date in accordance with the policy set forth below:
(1)

(2)

(3)

(4)

(5)

(6)

The distributable amount generated by the operation of the assets by the Investment
Corporation (hereinafter referred to as the “Distributable Amount”) shall be theamount of profits (as stipulated in Article 136, Paragraph 1 of the Investment Trust
Act) calculated in compliance with the Investment Trust Act or generally accepted
accounting practices.
The amount of distributions shall, in principle, be an amount determined by theInvestment Corporation (but shall not, in any case, be greater than the Distributable
Amount), which shall exceed 90% of the distributable profit (hereinafter referred to as
the “Distributable Profit”) (however, if there is a change in the method of calculation
due to amendments to laws and regulations, then the amount as calculated after suchchange), as defined in Article 67-15 of the Special Taxation Measures Act; provided,
however, that if any tax losses arise or if no profits have been recorded for tax
purposes due to tax losses carried forward, the foregoing shall not apply and theamount of distribution shall be an amount reasonably determined by the Investment
Corporation. Furthermore, the Investment Corporation may set aside funds forlong-term repair reserves, reserves for payment, reserves for distribution and similar
reserves and provisions, which are necessary to maintain or increase the value of its
assets.
The amount of profit that is not allocated to distributions and retained shall be invested
in accordance with the investment target and investment policy of the Investment
Corporation.
Distributions in excess of the amount of profit
If the Investment Corporation determines it to be appropriate by taking into accounttrends in the economic environment, the real estate market, the leasing market, the realestate investment trust market and other markets or the impact that the Investment
Corporation’s asset acquisition and financing activities may have on the amount of
distribution per unit or if the Investment Corporation can avoid being imposed oftaxation such as corporate tax, etc. thereon, the Investment Corporation may, incompliance with the provisions of the Investment Trust Act, make distributions offunds in excess of the Distributable Amount to unitholders, by adding an amountdetermined by the Investment Corporation, up to the amount prescribed in the rules of
the Investment Trusts Association, Japan, pursuant to the calculation statement
concerning the distribution of funds that has been approved under the Investment Trust
Act.
Method for distribution of funds
Distributions of funds shall be in cash and shall be made to unitholders or to recorded
pledgees of investment units registered or recorded in the last registry of unitholders asof the Closing Date in accordance with the number of investment units owned by theunitholder or the number of investment units subject to the recorded investment unit
pledge.
Period of exclusion of action for distributions
Once three full years have elapsed from the date of the start of the payment of a
distribution to unitholders or recorded pledgees of investment units, the Investment
Corporation will no longer be obligated to make the payment of such distribution.
No interest shall accrue on unpaid distributions.
Chapter V

Article 18

General Unitholders Meeting

Convocation
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1. Except as otherwise prescribed by laws and regulations, general unitholders meetings shallbe convened, pursuant to the resolution of the board of directors, by the executive director
in the case where there is one executive director, and by one executive director, in
accordance with the order prescribed in advance by the board of directors, in the casewhere there are two or more executive directors.
2. General unitholders meetings of the Investment Corporation shall, in principle, be held noless than once every two years, in one of the 23 wards of Tokyo.
Article 19

Public Notice and Notice of Convocation

For convocation of a general unitholders meeting, a public notice of the date fixed for thatgeneral unitholders meeting shall be given by two months prior to such date and a notice
shall be given to each unitholder by two weeks prior to such date.

Article 19-2

Electronic Delivery Measures, etc.

1. Upon convening a general unitholders meeting, the Investment Corporation shall use
electronic delivery measures to provide the contents of general unitholders meetingreference documents, etc.
2. Of the items prescribed in the Enforcement Ordinance of the Investment Trust Act to be
so delivered electronically, the Investment Corporation may omit all or any of these items
from documents to be delivered to unitholders that have requested the delivery of hardcopies on or before the record date for entitlement to voting rights.
Article 20

Chairperson

The chairperson of a general unitholders meeting shall be the executive director in the casewhere there is one executive director, and one executive director, in accordance with theorder prescribed in advance by the board of directors, in the case where there are two or more
executive directors; provided, however, that if the executive director who is supposed toserve as chairperson of that meeting is unable to so act, one of the other executive directors
or supervisory directors shall serve as chairperson in accordance with the order prescribed inadvance by the board of directors
Article 21

Resolutions

Except as otherwise prescribed by laws and regulations or these Articles of Incorporation,
resolutions of a general unitholders meeting shall be made by a majority of the voting rights
held by the unitholders in attendance.
Article 22

Exercise of Voting Rights by Proxy

1. A unitholder may exercise his or her voting rights by selecting another unitholder having
voting rights in the Investment Corporation as his or her proxy.
2. A unitholder or a unitholder who has been selected as a proxy set forth in the preceding
paragraph is required to submit to the Investment Corporation a document evidencing theauthority of a proxy prior to each general unitholders meeting.
Article 23

Exercise of Voting Rights in Writing

1. The exercise of voting rights in writing shall require a statement of the matters required tobe contained in the document for the exercise of voting rights and shall require
submission of the document with the necessary matters stated to the Investment
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Corporation by the time specified by laws and regulations.
2. The number of voting rights exercised in writing pursuant to the preceding paragraph shallbe included in the number of voting rights held by the unitholders in attendance at thegeneral unitholders meeting.
Article 24

Exercise of Voting Rights by Electromagnetic Methods

1. The exercise of voting rights through electromagnetic methods shall require the provisionof the matters required to be contained in the document for the exercise of voting rights to
the Investment Corporation through electromagnetic methods as prescribed by laws andregulations and with approval from the Investment Corporation, by the time specified bylaws and regulations.
2. The number of voting rights exercised through electromagnetic methods shall be includedin the number of voting rights held by the unitholders in attendance at the generalunitholders meeting.
Article 25

Deemed Affirmative Vote

1. If a unitholder neither attends a general unitholders meeting nor exercises his or her voting
rights, such unitholder shall be deemed to have voted affirmatively to the proposal
submitted to the general unitholders meeting (in cases where more than one proposal havebeen submitted and they include conflicting proposals, excluding all of those conflicting
proposals).
2. Notwithstanding the provisions of the precedent paragraph, the provisions concerning
deemed affirmative vote in the precedent paragraph shall not be applicable to theresolutions of the proposals concerning any of the following items:(1) Dismissal of executive director or supervisory director;(2) Consent to the termination of the asset management agreement by the Asset Manager;(3) Termination of the asset management agreement by the Investment Corporation;(4) Amendment to the Articles of Incorporation (which shall be limited to the addition,
amendment or abolition of the provisions related to deemed affirmative vote); and(5) Dissolution of the Investment Corporation.
3. The number of voting rights held by unitholders that are deemed to have voted
affirmatively to the proposal pursuant to Paragraph 1 shall be included in the number ofvoting rights held by the unitholders in attendance at the general unitholders meeting.
Article 26

Record Date

The unitholders entitled to exercise their rights at a general unitholders meeting shall be theunitholders registered or recorded in the final registry of unitholders as of the record date
determined by the Investment Corporation by a resolution of the board of directors andprovisioned, in advance, in the public notice made by the Investment Corporation inaccordance with laws and regulations.
Article 27

General Unitholders Meeting Minutes

Regarding the proceedings of a general unitholders meeting, minutes shall be prepared thatset forth an overview of the course of the proceedings, the results thereof, and any othermatters prescribed by laws and regulations. The minutes prepared shall be maintained at
the head office of the Investment Corporation for ten years.
Chapter VI

Executive Directors, Supervisory Directors and Board of Directors
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Article 28

Number of Directors and Composition of Board of Directors

The number of executive directors shall be no less than one and the number of supervisory
directors shall be no less than two (provided, however, that the number of supervisory
directors shall be at least one more than the number of executive directors), and the board of
directors shall be composed of executive directors and supervisory directors (hereinafterreferred to as the “Directors”).
Article 29

Election of Directors

Directors shall be elected at a general unitholders meeting.
Article 30

Term of Office of Directors

1. The term of office of the Directors shall be not more than two years from their respective
election; provided, however, that the term of office of a Director who is elected to fill avacancy or because of an increase in the number of Directors shall be the same as theremaining term of the preceding Director(s) or the other Director(s) then in office.
2. The period during which the resolution concerning the election of a Substitute Director
remains in force shall be until the expiry of the term of office of the Director to be
substituted who was elected at the general unitholders meeting at which such resolution
was passed (where the Director was not elected at such general unitholders meeting, themost recent general unitholders meeting at which the Director was elected); provided,
however, that the foregoing shall not preclude the shortening of such period by resolutionof a general unitholders meeting.
Article 31

Resolution of Board of Directors

1. Except as otherwise prescribed by laws and regulations or these Articles of Incorporation,
resolutions of the board of directors shall be made by a majority vote at a meeting
attended by a majority of the members entitled to participate in the vote.
2. A Director who has special interest in the resolution set forth in the preceding paragraphshall not be permitted to attend the resolution.
3. The number of the Directors who are not permitted to attend the resolution set forth in thepreceding paragraph shall not be included in the number of the members and participants
set forth in Paragraph 1 hereof.
Article 32

Convocation of Board of Directors and Chairperson

1. Except as otherwise prescribed by laws and regulations, meetings of the board of directors
shall be convened and chaired by the executive director in the case where there is one
executive director, and by the executive director authorized to convene a meeting of theboard of directors in the case where there are two or more executive directors.
2. The executive director authorized to convene a meeting of the board of directors shall be
designated in advance by the board of directors.
3. In the case where there are two or more executive directors, an executive director otherthan the executive director authorized to convene a meeting of the board of directors
may, pursuant to the provision set forth in Article 113, Paragraph 2 of the Investment
Trust Act, request to convene a meeting of the board of directors, and a supervisory
director may, pursuant to the provision set forth in Article 113, Paragraph 3 of theInvestment Trust Act, request to convene a meeting of the board of directors.
4. For convocation of a meeting of the board of directors, notice thereof shall be sent to each13

[Translation for reference purpose only]

Director at least three days prior to the meeting; provided, however, that in case ofurgency, the convocation period may be further shortened.
5. With the consent of all of the executive directors and supervisory directors, a meeting of
the board of directors may be held without taking the convocation procedures.
Article 33

Exemption of Liability of Directors

The Investment Corporation may, by a resolution of the board of directors, exempt any
executive director (including a person who was an executive director) or supervisory director(including a person who was a supervisory director) from his or her liability under Article
115-6, Paragraph 1 of the Investment Trust Act if requirements stipulated by laws andregulations are satisfied, to the extent of the amount calculated by deducting the amount as
set forth in laws and regulations from the amount of the liability for damages.
Article 34

Standards for Payment of Remuneration to Directors

Remuneration for an executive director shall be no more than 800,000 yen per month, andremuneration for a supervisory director shall be no more than 400,000 yen per month, andthe amounts of the monthly remuneration shall be determined by the board of directors,
respectively, and such amount shall be paid by the last day of the relevant month byremittance into the bank account designated by the relevant Director.
Article 35

Board of Directors’ Meeting Minutes

Regarding the proceedings of the board of directors, the chairperson shall prepare theminutes that set forth an overview of the course of the proceedings and the results thereof
and any other matters prescribed by laws and regulations, and the Directors present at suchmeeting shall sign their names or affix their names and seals thereon. The minutes preparedshall be maintained at the head office of the Investment Corporation for ten years.
Article 36

Board of Directors’ Rules

Other than as prescribed by laws and regulations or these Articles of Incorporation, mattersrelating to the board of directors shall be in accordance with the board of directors’ rules
prescribed by the board of directors.

Chapter VII
Article 37

Independent Auditor

Election

An independent auditor shall be elected at a general unitholders meeting.
Article 38

Term of Office

1. The term of office of the independent auditor shall be until the conclusion of the generalunitholders meeting first held after the first Closing Date after the passage of one year fromthe independent auditor’s assumption of office.
2. Unless a resolution deciding otherwise is passed at the general unitholders meeting referred
to in the preceding paragraph, the independent auditor shall be deemed to have beenreelected at that general unitholders meeting.
Article 39

Standards for Payment of Remuneration to Independent Auditor
14

[Translation for reference purpose only]

1. Remuneration for the independent auditor shall be determined by the board of directors
within the maximum amount of 25 million yen per accounting period subject to audit.
The payment shall be made within three months after the Investment Corporation’s
receipt of a claim for remuneration from the independent auditor which claim shall bemade after the Investment Corporation’s receipt of an audit report from the independent
auditor, by remittance into the bank account designated by the independent auditor.
2. The Investment Corporation may, by a resolution of the board of directors, exempt theindependent auditor from its liability to the extent permitted by laws and regulations inaccordance with the provisions of the Investment Trust Act.
Chapter VIII
Article 40
Services

Asset Manager, Asset Custodian and Administrative Agent

Entrustment of Management and Custody of Assets and Administrative

1. The Investment Corporation shall, in accordance with Articles 198 and 208 of theInvestment Trust Act, entrust the management of its assets to an asset manager and thecustody thereof to an asset custodian. The Investment Corporation shall entrust to athird party any administrative services other than the management and custody of its
assets, which are set forth in Article 117 of the Investment Trust Act (hereinafter referred
to as “General Administrative Services”).
2. Among the General Administrative Services to be entrusted following the incorporationof the Investment Corporation, (i) the administrative services relating to the offerings ofany investment units and investment corporation bonds to be issued by the Investment
Corporation for subscription, and the allotment without contribution of new investment
unit options, (ii) the administrative services relating to the preparation and maintenance ofa registry of new investment unit options, a registry of unitholders and a registry ofinvestment corporation bonds, and other administrative services relating to the registry of
new investment unit options, the registry of unitholders and the registry of investment
corporation bonds, (iii) the administrative services relating to the issuance of new
investment unit option certificates, investment unit certificates and investment
corporation bonds certificates, (iv) the administrative services relating to the holders of
new investment unit options and the holders of investment corporation bonds, and (v) the
administrative services relating to the acquisition of its own investment units and otheradministrative services set forth in Article 169 of the Investment Trust Act Enforcement
Ordinance shall be entrusted upon each offering to an administrative agent determined by
the board of directors, and a relevant general administrative services agreement shall be
executed.
Article 41
ManagerStandards for Amount and Payment of Asset Management Fees to Asset

The standards for the amounts of the asset management fees to be paid to the Asset Manager
shall consist of a management fee, acquisition fee and disposition fee and the amounts or
calculation methods thereof and time of payment of such fees shall be specifically statedbelow:
Asset Management Fee:The Investment Corporation shall pay the amounts in (1) and the sum of the amounts in (2)below every half accounting period within six months after the last day of each of therelevant half accounting periods.
(1)

With respect to the period in and after January 2023 to December 2023, as the fees forevery half accounting period (three months), an amount not exceeding the lower of15

[Translation for reference purpose only](2)

either (A) the amount calculated by multiplying the total amount of the relevant assets
recorded as of the end of the relevant half accounting period by 0.4%, and thendividing by 4 (disregarding any amounts less than one yen) or (B) 150,000,000 yen:andWith respect to the period in and after January 2024, as the monthly fees, the higher of
either (A) the amount calculated by multiplying the total amount of the relevant assets
recorded as of the end of each relevant month by 0.4%, and then dividing by 12(disregarding any amounts less than one yen) or (B) 25,000,000 yen.

Acquisition Fee:
If the Investment Corporation acquires any Real Estate, etc., and other assets, including trust
beneficiary interests, which are backed by any Real Estate, etc., which are targeted for asset
investment, the Investment Corporation shall pay an amount not exceeding 0.5% of theamount contributed by the Investment Corporation among the purchase price thereof(excluding an amount equivalent to the consumption tax thereon relevant to the building)
within three months from the end of the month in which the date of acquisition of such assets
falls.
Disposition Fee:
If the Investment Corporation disposes of any Real Estate, etc., and other assets, including
trust beneficiary interests, which are backed by any Real Estate, etc., which are targeted for
asset investment, the Investment Corporation shall pay an amount not exceeding 0.5% of theamount received by the Investment Corporation among disposition price thereof (excluding
an amount equivalent to the consumption tax thereon relevant to the building) within threemonths from the end of the month in which the date of disposition of such assets falls.
Chapter IX
Article 42

Other

Payment of Miscellaneous Expenses

1. The Investment Corporation shall assume all taxes on the investment assets,
miscellaneous expenses incurred by the administrative agent, the asset custodian or the
Asset Manager in performing administrative work entrusted by the Investment
Corporation and interest in arrears or damages pertaining to advances, upon request forthe payment thereof.
2. In addition to the preceding paragraph, the Investment Corporation shall assume thefollowing expenses:(1) Expenses related to the issuance of investment units and investment corporation
bonds, the acquisition of its own investment units, and the allotment without
contribution of new investment unit options;(2) Expenses for the preparation, printing and submission of securities registration
statements, periodic securities reports and extraordinary reports;(3) Expenses for the preparation, printing and distribution of prospectuses and thesummarized (preliminary) prospectuses;(4) Expenses for the preparation, printing and distribution of financial statements andasset management reports, as prescribed by laws and regulations (including
expenses for the submission of those documents to supervising government
agencies, etc.);(5) Expenses for public notices and advertising, of the Investment Corporation;
16

[Translation for reference purpose only](6) Fees and expenses paid to professionals (including legal counsels, real estateappraisals, asset inspection, judicial scriveners, etc.);(7) Out-of pocket expenses, insurance premiums, advances, for Directors, and expenses
for holding general unitholders meetings and board of directors meetings;(8) Expenses for the acquisition or management and operation of investment assets(including brokerage fees, administration service fees, insurance premiums,
maintenance and repair expenses, utilities expenses);(9) Interest on loans and on investment corporation bonds;(10) Expenses for the operation of the Investment Corporation; and(11) Other expenses which the Investment Corporation shall assume.
Article 43

Attribution of Profit and LossAny and all profit and loss arising from the management of the investment assets of theInvestment Corporation by Asset Manager shall be attributable to the Investment
Corporation.
Article 44

National and Local Consumption Taxes

The amounts of asset management fees and other expenses or funds to be paid by theInvestment Corporation, which are stated in these Articles of Incorporation, shall not include
any consumption tax and local consumption tax (hereinafter referred to as the “ConsumptionTax”). In the case where the aforementioned expenses or funds constitute items subject totaxation under the Consumption Tax Act, the Investment Corporation shall pay the amountobtained by adding the amount equal to the Consumption Tax to the amount of theaforementioned expenses and funds.
Supplementary Provision

Article 1
The amendment concerning the asset management fee prescribed in Article 41 shall comeinto effect as of January 1, 2023.

Article 2
1. The amendments to Article 19-2 shall not apply to the general unitholders meetings to beheld within six months from September 1, 2022 (hereinafter referred to as the"Enforcement Date") on which the amendments prescribed in the proviso to Article 1 of
the Supplementary Provisions of the “Act for Partial Amendment of the Companies Act”
(Act No. 70 of 2019) came into effect.
2. The provisions of this Article shall be deleted on the day six months have elapsed from the
Enforcement Date.
Enacted:Amended:Amended:Amended:Amended:Amended:January 8, 2002
March 30, 2004
April 14, 2004
January 12, 2006
May 2, 2006
September 20, 200717

[Translation for reference purpose only]

Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:Amended:

September 25, 2009
January 19, 2010
September 22, 2011
November 30, 2012
June 28, 2013
November 28, 2014
December 18, 2015
September 26, 2016
December 21, 2017
December 12, 2018
December 18, 2019
December 22, 2020
December 17, 2021
December 20, 202218