[Translation]

Articles of Incorporation of
Investment Corporation

CRE Logistics REIT, Inc.

Articles of Incorporation of Investment Corporation
Section I

General Provisions

Article 1
Corporate Name
The name of the investment corporation (the “Investment Corporation”) is “CRE Logistics
Fund Toshi Hojin”(investment corporation) and is expressed as “CRE Logistics REIT, Inc.” inEnglish.
Article 2
PurposeThe purpose of the Investment Corporation is to manage the assets of the investment
corporation by investing them mainly in specified assets (meaning specified assets provided forin Article 2(1) of the Act on Investment Trusts and Investment Corporations (Act No. 198 of1951, as amended; the “Investment Trusts Act”; the same hereinafter)) in accordance with theInvestment Trusts Act.
Article 3
Location of Head Office
The head office of the Investment Corporation is in Minato-ku, Tokyo.
Article 4
Method of Public Notice
All public notices by the Investment Corporation shall be given in the Nihon Keizai Shimbun.
Section II

Investment Units and Investment Securities

Article 5
Total Number of Investment Units Authorized to be Issued
5.1
The total number of investment units authorized to be issued by the Investment
Corporation is 10,000,000.
5.2
The proportion of the aggregate issue price of the investment units offered in Japan
shall exceed 50% of the total issue price of the investment units of the Investment
Corporation.
5.3
The Investment Corporation may offer persons to subscribe for the investment units
issued by the Investment Corporation, within the limit of the total number of theinvestment units authorized to be issued, with the approval of the board of directors.
The amount payable per unit upon the issuance of investment units offered (meaning
investment units allocated to a person applying for subscription of investment units in
response to the offering) shall be the amount determined by the executive directors andapproved by the board of directors as a fair value in light of the contents of the assets
held by the Investment Corporation (“Managed Assets”).

-1-Article 6

Matters Relating to Handling of Investment Units

Procedures for the handling of investment units, such as registration or recording of unitholders
in the Investment Corporation’s unitholders’ register, procedures for the exercise of rights andother procedures and applicable fees are subject to applicable laws, ordinance or these Article
of Incorporation, and the rules for the handling of investment units prescribed by the board of
directors.
Article 7
Minimum Net Assets Regularly Held by the Investment Corporation
The minimum net assets regularly held by the Investment Corporation is 50,000,000 yen.
Article 88.1
8.2

Redemption of Investment Units at the Request of a Unitholder andAcquisition of Investment Units through Agreement with Unitholders
The Investment Corporation shall not redeem any investment units at the request ofunitholders.
The Investment Corporation may acquire its investment units for value upon
agreement with unitholders.
Section III

General Meeting of Unitholders

Article 9
Convocation and Holding
9.1
A general meeting of unitholders of the Investment Corporation shall be held at least
9.2

9.3

9.4

once every two years in principle.
A general meeting of unitholders of the Investment Corporation shall be convened on
September 15, 2024 (or without delay thereafter), and subsequently be convened on
September 15 of every second subsequent year (or without delay thereafter).
Additional general meetings of unitholders may be held when necessary.
Unless otherwise provided for in applicable laws or ordinances, general meetings ofunitholders shall be convened by the executive director if there is only one executive
director, and by one of the executive directors in accordance with the sequence
predetermined by the board of directors if there are two or more executive directors.
In order to convene a general meeting of unitholders, the executive director shallprovide a public notice of the date of such meeting no later than two months prior tosuch date, and notice thereof in writing or notice thereof by electromagnetic means asprovided for in the applicable law or ordinance shall be provided to the unitholders nolater than two weeks prior to that date; provided, however, that said public notice shallnot be required with respect to a general meeting of unitholders that is to be convened
within less than 25 months from the date of the immediately preceding general meetingof unitholders held pursuant to the first sentence of Article 9.2.

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9.5

Upon the convocation of a general meeting of unitholders, the Investment Corporation
shall take measures for electronic provision of the information that is described in thereference materials of the general meeting of unitholders and other documents.

Article 10
Chairperson
The executive director shall preside over the general meeting of unitholders if there is only one
executive director. One of the executive directors shall preside over the general meeting ofunitholders in accordance with the sequence predetermined by the board of directors if there
are two or more executive directors. If all of the positions of executive directors become
vacant or all of the executive directors are unable to so act, one of the supervisory directors
shall preside over the general meeting of unitholders in accordance with the sequence
predetermined by the board of directors.
Article 11
Resolution
Unless otherwise provided for in applicable laws, ordinances, or these Articles of Incorporation,
the resolutions of the general meeting of unitholders shall be adopted by a majority of the voting
rights represented by the unitholders present at the meeting.
Article 12
Exercise of Voting Rights by Proxy
12.1
A unitholder may exercise voting rights by a proxy, who must be a unitholder of theInvestment Corporation with voting rights.
12.2

In the case of the preceding paragraph, the relevant unitholder or proxy shall, in
advance of each general meeting of unitholders, submit to the Investment Corporationa document certifying the authority of the proxy, or provide the Investment
Corporation with the information required to be stated in such a document byelectromagnetic means. Unitholders or proxies who intend to provide the Investment
Corporation with the information required to be stated in a document certifying theauthority of the proxy by electromagnetic means shall, in advance, indicate to theInvestment Corporation the type and details of the electromagnetic means that will be
used and obtain the consent of the Investment Corporation in writing or byelectromagnetic means.

Article 13
Exercise of Voting Rights in Writing
13.1
Exercise of voting rights in writing shall be conducted by the unitholder filling in adocument for the exercise of voting rights (the “Voting Form”) with the necessary
matters and submitting the completed Voting Form to the Investment Corporation by
the time provided for by laws and ordinances.
13.2
The number of voting rights exercised in writing under the preceding paragraph shallbe included in the number of voting rights of unitholders present.
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Article 14
14.1

14.2

14.3

Exercise of Voting Rights by Electromagnetic Means

The Investment Corporation may determine by a resolution of the board of directorsthat a unitholder who is not present at a general meeting of unitholders may exercise
its voting rights by electromagnetic means.
Exercise of voting rights by electromagnetic means shall be conducted by theunitholder providing the Investment Corporation by the electromagnetic means with
the information that is required to be stated in the Voting Form by the time provided
for by laws or ordinances, with the consent of the Investment Corporation, in
accordance with the provisions of laws and ordinances.
The number of voting rights exercised by electromagnetic means under the preceding
paragraph shall be included in the number of voting rights of unitholders present.

Article 15
Deemed Approval
15.1
If a unitholder is not present at a general meeting of unitholders and does not exercise
its voting rights, the unitholder will be deemed to have approved the proposals
submitted to the general meeting of unitholders (excluding, if multiple proposals are
submitted and such proposals conflict with each other, any of such proposals).
15.2
The number of voting rights represented by the unitholders who are deemed to haveapproved the proposals under the preceding paragraph shall be included in the numberof voting rights represented by the unitholders present.
15.3
The provisions of Articles 15.1 and 15.2 shall not apply to any of the following
proposals if (i) unitholders continuing to hold at least one-hundredth of the total
number of outstanding investment units for six months or more give notice to theInvestment Corporation (or, if a convener is not an executive director or supervisory
director, both the Investment Corporation and the convener) stating that they object tosuch proposal within two weeks of the earlier of the date on which the Investment
Corporation announces on its website that such proposal is to be submitted to thegeneral meeting of unitholders, or the date on which the convener makes suchannouncement by a similar method, or (ii) the Investment Corporation indicates in a
notice of convocation, or announces on its website, that it objects to such proposal:(1)
appointment or dismissal of an executive director or supervisory director;(2)
execution or cancellation of the asset management agreement with the asset
(3)
(4)
(5)
(6)

manager;dissolution;
consolidation of investment units;
exemption of executive directors, supervisory directors, or accounting auditor
from liability; orapproval of the absorption-type merger agreement and the consolidation-typemerger agreement.
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15.4

The provisions of Articles 15.1 and 15.2 shall not apply to a proposal for amendment
to these Articles of Incorporation to change this Article.

Article 16
Record Date
16.1
If the Investment Corporation convenes the general meeting of unitholders, theunitholders registered or recorded in the final unitholders’ register as of each Fiscal
Period Closing Date as provided for in Article 38 shall be the unitholders entitled toexercise their voting rights at the general meeting of unitholders convened by theInvestment Corporation; provided, however, that the Investment Corporation holds a
general meeting of unitholders to be held on the day within three months from therelevant Fiscal Period Closing Date.
16.2

Notwithstanding the provisions of the preceding paragraph, the Investment
Corporation may, if necessary, treat the unitholders or registered investment unit
pledgees registered or recorded in the final unitholders’ register as of a certain dateupon giving prior public notice in accordance with laws and ordinances throughresolution of the board of directors as the persons entitled to exercise their rights.

Article 17
Minutes of the General Meeting of Unitholders
Regarding the proceedings of the general meeting of unitholders, a summary of the course ofproceedings and the results of the general meeting of unitholders and other matters provided
for by laws and ordinances are to be registered in the minutes.
Section IV

Directors and the Board of Directors

Article 18
Number of Directors and Composition of the Board of Directors
The Investment Corporation shall have at least one executive director and at least two
supervisory directors (provided that the number of supervisory directors shall be at least one
more than that of the executive directors) and the directors (meaning the executive directors
and supervisory directors; the same hereinafter) shall compose the board of directors.
Article 19
Election and Term of Office of Directors, etc.
19.1. Directors shall be elected by a resolution of the general meeting of unitholders.
19.2

The term of office of directors shall be two years from their election; provided,
however, (i) that this shall not preclude the extension or shortening of the term of office,to the extent prescribed by laws and ordinances, by resolution of the general meetingof unitholders, and (ii) that the term of office of directors appointed to fill a vacancy
or increase the number of directors shall be the same as the remaining term of theirpredecessors or the directors in office.

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19.3

The effective period of a resolution regarding the appointment of a director who isappointed to fill a vacancy shall be until the expiration of the term of office of thedirectors, as prescribed at the general meeting of unitholders in which the director was
appointed (or, if directors were not appointed at such general meeting of unitholders,the most recent general meeting of unitholders at which directors were appointed);provided, however, that such period may be shortened by a resolution of the general
meeting of unitholders.

Article 20
Criteria for Payment of Remuneration to Directors
The criteria for payment of remuneration to directors of the Investment Corporation and thetiming of such payments shall be as follows:
(1)

(2)

The Investment Corporation shall pay monthly remuneration to each executive directorof an amount determined by the board of directors up to an amount equivalent to
250,000 yen per month for each executive director, no later than the last day of therelevant month.
The Investment Corporation shall pay monthly remuneration to each supervisory
director of an amount determined by the board of directors up to an amount equivalent
to 250,000 yen per month for each supervisory director, no later than the last day of
the relevant month.

Article 21

Liability of Directors to the Investment Corporation for Damages

The Investment Corporation may, to the extent provided for by laws and ordinances, exempt a
director from the liability for damages provided for in Article 115-6(1) of the Investment Trusts
Act by resolution of the board of directors if the director was acting in good faith without grossnegligence in performing his or her duties and if it is considered particularly necessary to do soin light of the details of the facts that caused the liability, the performance of duties by the
director, and other circumstances.
Article 22
Convocation and Chairperson of the Board of Directors
22.1
Unless otherwise provided for under laws or ordinances, the executive director shallconvene the meetings of the board of directors if there is only one executive director,
and if there are two or more executive directors, one executive director shall convene

22.2

the meetings of the board of directors in accordance with the sequence predeterminedby the board of directors. If all of the positions of executive directors become vacantor all of the executive directors are unable to so act, one of the supervisory directors
shall convene the general meeting of unitholders in accordance with the sequence
predetermined by the board of directors.
A notice of convocation of a meeting of the board of directors must be dispatched to
all directors no later than three days before the date of the meeting of the board of-6-

directors.
22.3

However, the convocation period may be shortened or convocation

procedures may be omitted with the consent of all directors.
Unless otherwise provided for under laws or ordinances, the executive director shallpreside over the meetings of the board of directors if there is only one executive
director, and if there are two or more executive directors, one executive director shallpreside over the meetings of the board of directors in accordance with the sequence
predetermined by the board of directors. If all of the positions of executive directors
become vacant or all of the executive directors are unable to so act (including the casewhere all of the executive directors are not entitled to exercise vote), one of thesupervisory directors shall preside over the board of directors in accordance with thesequence predetermined by the board of directors.

Article 23
Resolution by the Board of Directors
Unless otherwise provided for in applicable laws, ordinances, or these Articles of Incorporation,a resolution of the board of directors shall be adopted by a majority vote of the directors present
at a meeting where a majority of all directors who are entitled to exercise vote are present.
Article 24
Minutes of the Board of Directors
Regarding the proceedings of the meeting of the board of directors, a summary of the course ofproceedings and the results of meetings of the board of directors and other matters provided forby laws and ordinances are to be registered in the minutes, and directors that attend the meetingshall affix their signatures, their names and seals, or their electronic signatures.
Article 25
Regulations of the Board of Directors
Unless otherwise provided for by laws, ordinances, or these Articles of Incorporation, mattersrelating to the board of directors shall be subject to the regulations of the board of directors
established by the board of directors.
Section V

Accounting Auditor

Article 26
Appointment of Accounting Auditor
The accounting auditor shall be appointed by a resolution of the general meeting of unitholders.
Article 27
Term of Appointment of Accounting Auditor
27.1
The term of appointment of the accounting auditor shall be until the conclusion of thefirst general meeting of unitholders held after the end of the first fiscal period following
the passage of one year from the appointment.

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27.2

Unless it is otherwise resolved at the general meeting of unitholders referred to in thepreceding paragraph, the accounting auditor shall, at such general meeting ofunitholders, be deemed to have been reappointed.

Article 28
Criteria for Payment of Fees to Accounting Auditor
The Investment Corporation shall pay fees to the accounting auditor of an amount determinedby the board of directors up to an amount equivalent to 20,000,000 yen per fiscal period subject
to an audit by bank transfer into the account designated by the accounting auditor no later than
two months after the receipt of the invoice from the accounting auditor after the receipt of allof the audit reports for the relevant fiscal period required under the Investment Trusts Act andother laws and ordinances.
Article 29

Liability of Accounting Auditor to the Investment Corporation for
Damages
The Investment Corporation may, to the extent provided for by laws and ordinances, exempt
the accounting auditor from the liability for damages provided for in Article 115-6(1) of theInvestment Trusts Act by resolution of the board of directors if the accounting auditor was
acting in good faith without gross negligence in performing his or her duties and if it isconsidered particularly necessary to do so in light of the details of the facts that caused theliability, the performance of duties by the accounting auditor, and other circumstances.

Section VI

Asset Management Target and Policy

Article 30
Basic Policy of Asset Management
With the aim of securing stable income in the medium to long term, the Investment Corporation
shall conduct its asset management by making investments primarily in real property and otherassets (meaning real property and other assets provided for in Article 105(i)(f) of the Ordinancefor Enforcement of the Act on Investment Trusts and Investment Corporations (Ordinance of
the Prime Minister’s Office No. 129 of 2000, as amended; the “Investment Trusts Act
Enforcement Ordinance”; the same hereinafter).
Article 31
Investment Policy
31.1
The Investment Corporation shall, in accordance with the basic policy provided for in
Article 30, mainly invest in (i) Real Estate (meaning the assets defined in Article 32.2;
the same hereinafter) or (ii) Real-Estate-Backed Securities (meaning the assets definedin Article 32.3; the same hereinafter) that are used mainly for logistics-related facilities(meaning (a) a single facility where buildings constituting the real estate consist ofvarious facilities used only for the inter-company logistics operations and sales-8-logistics operations composed of various functions of transportation, delivery, storage,
stocking, loading, packing, sorting, distribution processing, and information provisionof goods (the “Logistics Facility Use”) or a complex facility where the Logistics
Facility Use has the largest floor area of each use of the buildings constituting the realestate, or (b) a single facility where buildings constituting the real estate are used only
for stocking of goods under the deposit agreement with consumers (the “Deposit StockUse”) or a complex facility where the Deposit Stock Use has the largest floor area of
each use of the buildings constituting the real estate, and including equipment andoffices ancillary thereto; the same hereinafter) (including the land on which thelogistics-related facilities are located (the land on which the land leasehold right isestablished)). The Investment Corporation may invest in the land that may be used

31.2

31.3

31.4

31.5

for the logistics-related facilities (including the land on which facilities other than thelogistics-related facilities are located) for the purpose of developing the logisticsrelated facilities.
The Investment Corporation shall set investment ratio targets for each region and build
a portfolio with regional diversification, taking into account factors such as grossregional production, population distribution and proximity to consumption regions, aswell as the role and positioning of that region as a logistics hub.
Upon investing in Real Estate and Real-Estate-Backed Securities, the Investment
Corporation shall conduct sufficient due diligence, consider diversification of various
risks in the portfolio as a whole, including tenant diversification, and assess the valueof the investment depending on the investment environment and other factors.
The Investment Corporation shall manage the assets, including Real Estate and RealEstate-Backed Securities, by paying attention to the liquidity of the assets managed by
the Investment Corporation.
The Investment Corporation shall manage its assets so as to keep the ratio of the total
amount of specified real estate (meaning real estate, leasehold rights in real estate or
surface rights, or beneficial interests in trust the principal of which is ownership of realestate, leasehold rights in land or surface rights) to the total amount of specified assets
held by the Investment Corporation at 75% or more.

Article 32
32.1
32.2

Types, Purpose, and Scope of Specified Assets to be Managed

The Investment Corporation shall invest in Real Estate provided for in Article 32.2 andReal-Estate-Backed Securities provided for in Article 32.3.
Real Estate means the following assets:(1)
real estate;(2)leasehold rights in real estate;(3)
surface rights;

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(4)

(5)

(6)

beneficial interests in trusts the principal of which is real estate, leasehold
rights in real estate or surface rights (including comprehensive trusts theprincipal of which is real estate and cash incidental to real estate);beneficial interests in monetary trusts the purpose of which is to manage thetrust assets through investing primarily in real estate, leasehold rights in realestate or surface rights;
equity interests in investments under an agreement where one party makes afinancial contribution to another party to manage the assets set out in thepreceding Items, and that other party manages that contribution primarily as
an investment in those assets and distributes the profits from its managementof those assets (the “Tokumei Kumiai Equity Interests”); and

(7)
32.3

32.4

beneficial interests in monetary trusts the purpose of which is to manage thetrust assets through investment primarily in Tokumei Kumiai Equity Interests.
Real-Estate-Backed Securities means the following assets whose purpose is to invest
more than 50% of underlying assets in Real Estate:(1)
preferred equity securities (meaning preferred equity securities provided forin Article 2(9) of the Act on Securitization of Assets (Act No. 105 of 1998, as
amended; the “Asset Securitization Act”));(2)
beneficiary certificates (meaning beneficiary certificates provided for in
Article 2(7) of the Investment Trusts Act);(3)
investment securities (meaning investment securities provided for in Article
2(15) of the Investment Trusts Act); and(4)beneficiary certificates of special purpose trusts (meaning beneficiary
certificates of special purpose trusts provided for in Article 2(15) of the Asset
Securitization Act (excluding the assets provided for in Article 32.2(4), (5) or(7))).
The Investment Corporation may invest in the following specified assets in addition to
the Real Estate and Real-Estate-Backed Securities listed in Article 32.2 and Article
32.3:
(1)
deposits;(2)
call loans;(3)
national government bonds (meaning national government bonds provided for

(4)
(5)

in Article 2(1)(i) of the Financial Instruments and Exchange Act (Act No. 25
of 1948, as amended; the “FIEA”));
municipal bonds (meaning municipal bonds provided for in Article 2(1)(ii) of
the FIEA);
monetary claims (meaning monetary claims provided for in Article 3(vii) of
the Order for Enforcement of the Act on Investment Trusts and Investment- 10 -

Corporations (Cabinet Order No. 480 of 2000, as amended; the “Investment
(6)

(7)

(8)

Trusts Act Enforcement Order”));
securities (meaning securities provided for in Article 2(1) of the FIEA andrights deemed to be securities in accordance with the provisions of Article
2(2) of the FIEA excluding those provided for in Articles 32.2, 32.3 and this
Article 32.4);
rights pertaining to derivative transactions (meaning rights pertaining toderivative transactions provided for in Article 3(ii) of the Investment Trusts
Act Enforcement Order);renewable energy power generation facilities (meaning those provided for in
Article 3(xi) of the Investment Trusts Act Enforcement Order); and

(9)

32.5

beneficial interests in trusts, Tokumei Kumiai Equity Interests, and otherspecified assets whose assets are substantially backed mainly by the assets
listed in the preceding Items.
The Investment Corporation may, if necessary, invest in the following assets incidental
to the investment in Real Estate or Real-Estate-Backed Securities:(1)
trademark rights, etc. (meaning trademark rights or exclusive or nonexclusive rights to use trademarks provided for in the Trademark Act (Act No.
127 of 1959, as amended));(2)
copyrights, etc. under the Copyright Act (Act No. 48 of 1970, as amended);(3)
rights to use hot spring sources provided for in the Hot Springs Act (Act No.
(4)

(5)
(6)

(7)

32.6

125 of 1948; as amended) and equipment etc. relating to such hot springs;
the movables provided for in the Civil Code (Act No. 89 of 1896, as amended;
the “Civil Code”) that falls under facilities, equipment, or other things
attached to the real estate for structural reasons or for use however, excluding
those provided for in Article 32.4(8);servitudes under the Civil Code;carbon dioxide equivalent quotas under the Act on Promotion of Global
Warming Countermeasures (Act No. 117 of 1998, as amended) or othersimilar rights, or emission credits (including greenhouse gas emission
credits); andin addition to those provided for in the preceding Items, other rights that need

to be acquired and that are incidental to the investments in Real Estate or RealEstate-Backed Securities
With respect to rights to be indicated on securities as provided for in Article 2(2) of the
FIEA, even if securities indicating such rights are not issued, such rights shall bedeemed to be such securities, and Article 32.2 through 32.5 shall apply.

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Article 33
33.1

33.2

Investment Restrictions

The Investment Corporation will invest in the monetary claims and securities in Article
32.4(5) and (6) by taking safety and liquidity factors into full consideration and will
not conduct such investment only for obtaining active investment returns.
The Investment Corporation will invest in rights pertaining to derivative transactions
in Article 32.4(7) only for the purpose of hedging interest rate fluctuation risk, andother risks.

Article 34
Reinvestment of Income, etc.
The Investment Corporation may apply sales proceeds of the Managed Assets; interest,
dividends and redemption proceeds on securities; interest and default charges on monetaryclaims; distributions on Tokumei Kumiai Equity Interests concerning real estate; income fromthe leasing of real estate and other income; and security deposits and guarantee deposits toinvestment or reinvestment.
Article 35
Purpose and Scope of Leasing of Underlying Assets
35.1
The Investment Corporation shall, in principle, enter into a lease agreement with athird party and lease such real estate that is a specified asset to that third party for the
purpose of management. With respect to any real estate that is an asset of a trust inwhich the beneficial interest held is a specified asset, the Investment Corporation shall,in principle, cause a trustee of the trust to enter into a lease agreement with a third
35.2

35.3

party and to lease such real estate to that third party.
In leasing real estate, the Investment Corporation may receive security deposits,
guarantee deposits and other similar monies, which it shall manage in accordance with
Articles 30 through 34.
The Investment Corporation may lease the Managed Assets that are not real estate.
Section VII

Valuation of Assets

Article 36
Method of Asset Valuation, Criteria, and Record Date
36.1
The criteria and methods for valuing the assets of the Investment Corporation areprescribed as follows for each type of assets subject to investment:(1)

Real estate, leasehold rights in real estate and surface rights (meaning those
set forth in Article 32.2(1) through (3))
The valuation shall be the amount calculated by deducting the accumulated
depreciation from the acquisition price. The straight-line method shall be
used to calculate the amount of depreciation for buildings and equipment,
etc.; provided, however, that another calculation method may be used inaccordance with laws and ordinances, if it is determined to be inappropriate- 12 -

to use the calculation method adopted by the Investment Corporation for any

(2)

(3)

(4)

(5)

reasonable reason, and as far as it can be reasonably determined no problem
will arise from the perspective of investor protection.
Beneficial interests in trusts the principal of which is real estate, leasehold
rights in real estate or surface rights (meaning those set forth in Article
32.2(4))The valuation shall be made by deducting the total amount of trust liabilities
from the total amount of trust assets and applying the proportion of thebeneficial interests of trusts held. In cases where the assets comprising thetrust property are real estate, leasehold rights in real estate and surface rights,
the valuation shall be made pursuant to Item (1), while financial assets andliabilities shall be valued in accordance with the generally accepted corporate
accounting practices.
Beneficial interests in monetary trusts the purpose of which is to manage thetrust assets through investing primarily in real estate, leasehold rights in realestate or surface rights (meaning those set forth in Article 32.2(5))
The valuation shall be made by deducting the total amount of trust liabilities
from the total amount of trust assets and applying the proportion of thebeneficial interests of trusts held. In cases where the assets comprising thetrust property are real estate, leasehold rights in real estate and surface rights,
the valuation shall be made pursuant to Item (1), while financial assets andliabilities shall be valued in accordance with the generally accepted corporate
accounting practices.
Tokumei Kumiai Equity Interests concerning real estate (meaning those set
forth in Article 32.2(6)The valuation shall be made by deducting the total amount of tokumei kumiai
liabilities from the total amount of tokumei kumiai assets and applying the
proportion of the Tokumei Kumiai Equity Interests held. In cases where theassets comprising the tokumei kumiai property are real estate, leasehold rights
in real estate and surface rights, the valuation shall be made pursuant to Item(1), while financial assets and liabilities shall be valued in accordance withthe generally accepted corporate accounting practices.
Beneficial interests in monetary trusts the purpose of which is to manage thetrust assets through investment primarily in Tokumei Kumiai Equity Interests
concerning real estate (meaning those set forth in Article 32.2(7))
The valuation shall be made by deducting the total amount of trust liabilities
from the total amount of trust assets and applying the proportion of thebeneficial interests of trusts held. For the trust property that is Tokumei
Kumiai equity interests, the valuation shall be made pursuant to Item (4),- 13 -

while financial assets and liabilities shall be valued in accordance with the
(6)

(7)

36.2

generally accepted corporate accounting practices.
Monetary claims (meaning those set forth in Article 32.4(5))
The valuation shall be made using an amount calculated by deducting theallowance for bad debts calculated based on estimated bad debts from theacquisition price; provided, however, that in cases where such claim is
acquired for an amount either higher or lower than the claim amount, and if
the nature of the difference between the acquisition price and the claim
amount is deemed to be an adjustment related to interest rates, the valuation
shall be made using an amount calculated by deducting the allowance for bad
debts from the value calculated based on the amortized cost method.

(8)

Securities (meaning those set forth in Articles 32.3 and Article 32.4(3), (4)and (6))The valuation shall be made in accordance with the generally accepted
corporate accounting standards. In other words, the valuation shall be madeusing the acquisition cost when the securities are held-to-maturity securities,
subsidiaries’ shares and affiliates’ shares. The valuation shall be made using
the current price when the securities are trading securities and other securities;
provided, however, that the valuation shall be made using the acquisition costwhen the securities are shares without a market price.
Rights pertaining to derivative transactions (meaning those set forth in Article(9)32.4(7))
Claims and obligations arising from transactions of derivatives shall bevalued using the current price; provided, however, that hedge accounting may
be applied in cases which meet hedge accounting requirements in accordancewith the Accounting Standards for Financial Instruments and the Practical
Guidelines on Accounting Standards for Financial Instruments. Further,
special treatment for interest rate swaps may be applied for transactions thatmeet special treatment requirements for interest rate swaps in accordance with
the Accounting Standards for Financial Instruments and the Practical
Guidelines on Accounting Standards for Financial Instruments.
Other

If the valuation method is not provided in the foregoing, the valuation shallbe made based on the valuation rules prescribed under the Investment Trusts
Act and by the Investment Trusts Association, Japan, or based on generally
accepted corporate accounting practices.
If the following assets subject to investment are valued by a method other than those
set forth in the preceding paragraph for the purpose of disclosure in the asset
management reports, etc., the Investment Corporation shall value the assets by the- 14 -

following methods:
(1)

(2)

36.3

Real estate, leasehold rights in real estate, and surface rights
In principle, the value shall be the appraisal value obtained based on theappraisal conducted by real estate appraisers.
Beneficial interests of trusts regarding real estate, leasehold rights in realestate or surface rights, and Tokumei Kumiai Equity Interests concerning realestateThe valuation shall be made by deducting the total amount of trust or tokumei
kumiai liabilities from the total amount of trust or tokumei kumiai assets andapplying the proportion of the trust beneficiary or tokumei kumiai equity
interests held. The valuation of trust or tokumei kumiai property comprisedof real estate, leasehold rights in real estate and surface rights shall be madepursuant to Article 36.2(1), while financial assets shall be valued inaccordance with the generally accepted corporate accounting practices.
The record date for the asset valuation of the Investment Corporation shall be each
Fiscal Period Closing Date set forth in Article 38; provided, however, that such record
date shall be the end of each month with respect to the assets set forth in Articles 32.3
and 32.4 that can be valued based on the market price.

Section VIII

Borrowings of Funds and Issuance of Investment Corporation Bonds

Article 37
Maximum Amount of Borrowings and Investment Corporation Bonds
37.1
The Investment Corporation may enter into borrowings or issue investment
corporation bonds (including short-term investment corporation bonds; the same
hereinafter in this Article 37) with the objective of securing stable income and steady
growth of the Managed Assets. The Investment Corporation may borrow funds only
from qualified institutional investors as defined in Article 2(3)(i) of the FIEA (andlimited to those institutional investors set forth in Article 67-15(1)(i)(b)(2) of the Act
on Special Measures Concerning Taxation (Act No. 26 of 1957, as amended) and thosequalified institutional investors set forth in Article 7(7)(iii) of the Supplementary
Provisions of the Order for Enforcement of the Local Tax Act (Cabinet Order No. 245
of 1950, as amended) who are designated by the Order of the Ministry of Internal
37.2

Affairs and Communications).
Money raised through borrowings and issuance of investment corporation bonds
pursuant to the preceding paragraph shall be used for the acquisition of assets,
maintenance and repair expenses, payment of distributions, working capital required
for the operation of the Investment Corporation or the repayment of debt (including
the repayment of security deposits and guarantee deposits, borrowings and investment
corporation bonds) and other uses; provided, however, that the purposes and use of- 15 -

funds raised through short-term investment corporation bonds shall be limited to the
37.3
37.4

extent permitted by laws or ordinances.
If the Investment Corporation borrows funds or issues investment corporation bonds
under Article 37.1, it may pledge the Managed Assets as collateral.
The maximum principal amount of any borrowing and issuance of investment
corporation bonds shall be one trillion (1,000,000,000,000) yen respectively, and theaggregate amount of the foregoing shall not exceed one trillion (1,000,000,000,000)
yen.
Section IX

Calculation

Article 38
Fiscal Period and Closing Date
The fiscal period of the Investment Corporation shall be from January 1 through the last day ofJune and from July 1 through the last day of December of the following year each year
(hereinafter, the last day of each fiscal period shall be referred to as the “Fiscal Period Closing
Date”).
Article 39
Policy for Cash Distributions
The Investment Corporation shall, in principle, make distributions in accordance with thefollowing policies.
(1)
Policy for distribution
(a)
(b)

(2)

From the total amount to be distributed to unitholders, the profit means the
profit provided for in Article 136(1) of the Investment Trusts Act.
In principle, the amount of distribution shall exceed the amount equivalent to
90% of the amount of its profit available for distribution (the “Amount ofProfit Available for Distribution”) as set forth in Article 67-15(1) of the Act
on Special Measures Concerning Taxation (the “Special Provisions
Concerning Taxation on Investment Corporations”) (or, if the calculationof such amount is changed due to the amendment to laws or ordinances or forother reasons, the amount after change; the same hereinafter).
The Investment Corporation may accumulate, retain or otherwise employ along-term repair reserve, payment reserve, distribution reserve, reserve for

reduction entry of replaced property, reserve for temporary difference
adjustments and any other similar reserves and allowances that are deemednecessary to maintain or improve the value of the Managed Assets or tomaintain stable distributions, and other necessary amounts.
Distribution of cash in excess of profit
If the Investment Corporation considers it appropriate in order to maintain stable
distributions or reduce the burden of taxation imposed on the Investment Corporation,- 16 -

it may make a distribution of the amount determined by the Investment Corporation to
the extent of the amount set forth in the laws and ordinances (including the rules of theInvestment Trusts Association, Japan and other regulations) as distributions in excess
of profit. In addition, if the amount of distribution does not meet the requirements
provided for in the Special Provisions Concerning Taxation on Investment
Corporations, the Investment Corporation may make a distribution of the amountdetermined by the Investment Corporation for the purpose of meeting suchrequirements.
Further, the Investment Corporation intends to continuously distribute the amountexceeding the profit for each fiscal period in principle after considering the utilization
for repair or capital expenditure, repayment of borrowings, application to the funds for

(3)

(4)

(5)

acquisition of new property and other options. However, the Investment Corporation
may not distribute the amount exceeding the profit in light of factors such as the
economic environment, real estate market conditions, and financial conditions of theInvestment Corporation.
Method of distribution
Distributions pursuant to this Article 39 shall be made in cash and paid, in principle,
within three months from the Fiscal Period Closing Date to unitholders and registeredpledgees of investment units who are recorded or registered in the final register ofunitholders as of the Fiscal Period Closing Date, in accordance with the number ofinvestment units held or the investment units subject to the registered pledge.
Expiration of the rights to demand distributions
In case where the distributions pursuant to this Article 39 are unclaimed for a periodof three (3) full years after the date of commencement of such payment, the Investment
Corporation shall be discharged from its payment obligation thereof. No interest
shall accumulate on any unpaid distributions.
Rules of the Investment Trusts Association, Japan
In addition to the preceding Items, the Investment Corporation shall comply with therules, etc. set forth by the Investment Trusts Association, Japan for distributions.

Article 40

Criteria for Payment of Asset Management Fees Payable to AssetManager

The standards for the amount and payment of asset management fees payable to the asset
manager (the “Asset Manager”) to which the Investment Corporation entrusts the managementof its assets shall be as set forth in the Attachment hereto, which shall constitute a part of these
Articles of Incorporation.

- 17 -

Section X

Entrustment of Operations and Administrative Services

Article 41
Entrustment of Operations and Administrative Services
41.1
The Investment Corporation shall, pursuant to Articles 198 and 208 of the Investment
Trusts Act, entrust the operations for the management of assets to the Asset Manager
and the operations for the custody thereof to the custodian of assets.
41.2
The Investment Corporation shall entrust any administrative services in connection
with operations other than those relating to the management and custody of its assetsthat are set forth in Article 117 of the Investment Trusts Act (the “General Services”)
to a third party.
41.3
The Investment Corporation shall, as necessary, entrust to the General Services agent
appointed by the board of directors with the administrative services to be entrusted
after the establishment of the Investment Corporation related to (a) the solicitation of
investment units issued by the Investment Corporation, (b) the allotment of investment
equity subscription rights without contribution, (c) the investment equity subscription
rights register and investment corporation bonds register, including the preparation andkeeping of those registers, (d) the issuance of certificates of the investment equity
subscription rights and investment corporation bonds, and (e) holders of investment
equity subscription rights and the investment corporation bond.
End of document.
Enacted: May 11, 2016
Amended: June 29, 2016
Amended: October 10, 2017
Amended: December 11, 2017
Amended: December 27, 2017
Amended: September 27, 2019
Amended: January 1, 2020
Amended: September 28, 2022
Amended: January 1, 2023
Amended: March 1, 2023

- 18 -

Attachment
Asset Management Fees Payable to Asset Manager
1.

Fee structure(1) Fee upon acquisition
The amount calculated by multiplying the acquisition price (excluding consumption
tax and local consumption tax, and expenses for acquisition) by 1.0% (any fraction
smaller than one yen will be discarded), or if specified assets are acquired from aninterested party as defined in the Rule for transactions with interested parties of theAsset Manager, by 0.5% (any fraction smaller than one yen will be discarded)(2) Asset Management Fee 1
The amount calculated by multiplying the total asset value of the Investment
Corporation calculated by the following methods by 0.3% per annum (calculated on adaily basis in accordance with the number of days in each accounting period, assuming
365 days per year, and any fraction smaller than one yen will be discarded) for theperiod from the day after the immediately preceding Fiscal Period Closing Date of theInvestment Corporation until the end of the third month thereafter (the “First
Accounting Period”) and the period from the day after the end of the First Accounting
Period until the current Fiscal Period Closing Date (the “Second Accounting Period”)
Total asset value for the First Accounting Period
The amount obtained by adjusting the total asset value recorded on thebalance sheet as at the Fiscal Period Closing Date of the immediately
preceding fiscal period of the Investment Corporation (provided that saidbalance sheet is approved under Article 131(2) of the Investment Trusts Act;the “Balance Sheet as at Latest Fiscal Period Closing Date” in thisAttachment) as follows: (A) if the Investment Corporation acquires theManaged Assets during the First Accounting Period, adding to such total asset
value the amount obtained by dividing (i) the acquisition price of theManaged Assets so acquired (excluding consumption tax and local
consumption tax, and expenses for acquisition) multiplied by the number ofdays in the period from the acquisition date of the Managed Assets to the last
day of the First Accounting Period, by (ii) the number of days in the First
Accounting Period, or (B) if the Managed Assets are disposed of, subtractingfrom such total asset value the amount obtained by dividing (i) the book valueon the Balance Sheet as at Latest Fiscal Period Closing Date of the Managed
Assets so disposed multiplied by the number of days in the period from thenext day of the disposition date of the Managed Assets to the last day of theFirst Accounting Period, by (ii) the number of days in the First Accounting
PeriodAttachment-1

Total asset value for the Second Accounting Period
The amount obtained by adjusting the total asset value recorded on the
Balance Sheet as at the Latest Fiscal Period Closing Date as follows: (A) if
the Investment Corporation acquires the Managed Assets during the First
Accounting Period, adding to such total asset value the acquisition price ofthe Managed Assets so acquired (excluding consumption tax and local
consumption tax, and expenses for acquisition), (B) if the Managed Assets
are disposed of during the First Accounting Period, subtracting from suchtotal asset value the book value on the Balance Sheet as at Latest Fiscal Period
Closing Date of the Managed Assets so disposed, (C) if the Investment
Corporation acquires the Managed Assets during the Second Accounting
Period, adding to such total asset value the amount obtained by dividing (i)the acquisition price of the Managed Assets so acquired (excluding
consumption tax and local consumption tax, and expenses for acquisition)
multiplied by the number of days in the period from the acquisition date of
the Managed Assets to the last day of the Second Accounting Period, by (ii)the number of days in the Second Accounting Period, or (D) if the Managed
Assets are disposed of during the Second Accounting Period, subtracting fromsuch total asset value the amount obtained by dividing (i) the book value on
the Balance Sheet as at Latest Fiscal Period Closing Date of the Managed
Assets so disposed multiplied by the number of days in the period from thenext day of the disposition date of the Managed Assets to the last day of theSecond Accounting Period, by (ii) the number of days in the Second
Accounting Period(3) Asset Management Fee 2
The amount obtained by multiplying the net profit before the deduction of the AssetManagement Fee 2 (meaning pre-tax net profit before recording the AssetManagement Fee 2, difference in payment of consumption tax and local consumption
tax, and corporation tax and other taxes, and if there is an amount of loss carried overfrom the previous fiscal period, the amount after compensating for such amount; thesame hereinafter) for each fiscal period of the Investment Corporation by the net profit
before the deduction of the Asset Management Fee 2 for each fiscal period of theInvestment Corporation divided by the total number of outstanding investment units
as at the relevant Fiscal Period Closing Date (any fraction smaller than one yen will
be discarded), and then multiplying such product by 0.0019% (any fraction smaller
than one yen will be discarded).
For the avoidance of doubt, if the Investment Corporation holds investment units thathave not been disposed of or cancelled as at the relevant Fiscal Period Closing Date,
Attachment-2

the total number of outstanding investment units means the total number of outstanding
investment units as at the Fiscal Period Closing Date minus the number of investment
units held by the Investment Corporation, and if investment units are consolidated or
divided, the total number of outstanding investment units as at the Fiscal Period
Closing Date after the fiscal year in which such consolidation or division is conductedshall be the number adjusted to the number of investment units before consolidation
or division based on the consolidation ratio or division ratio.
2.

Timing of payment of fees
(1) Fee upon acquisition
To be paid by the end of the month after the month in which the relevant specified
asset is acquired (the date of acquisition is to be the date when the assignment ofownership rights or other rights takes effect).
(2) Asset Management Fee 1
Fees for the First Accounting Period shall, in principle, be paid by the end of the second
month after the month in which the expiration date of the First Accounting Period falls,
and fees for the Second Accounting Period shall, in principle, be paid by the end of thesecond month after the month in which the expiration date of the Second Accounting
Period falls.
(3) Asset Management Fee 2
To be paid within four months from the relevant Fiscal Period Closing Date in principle.

Attachment-3