Established on March 13, 2015
Revised on May 15, 2015
Revised on October 25, 2016
Revised on October 26, 2018
Revised on October 20, 2020
Revised on October 20, 2021
Revised on October 20, 2022
Revised on March 1, 2023

Investment Corporation’s Articles of Incorporation

Samty Residential Investment Corporation

Samty Residential Investment Corporation
Articles of Incorporation
Chapter 1 General Provisions
Article 1 (Trade Name)
The investment corporation shall be named Samty Residential Investment Corporation in
English.
Article 2 (Purpose)
The purpose of the Investment Corporation is to manage mainly real property and otherassets (defined in Article 27) included in specified assets (meaning those under the Act
on Investment Trusts and Investment Corporations (Act No. 198 of 1951 as amended;hereinafter referred to as “Investment Trust Act”); the same applies hereinafter)
pursuant to the Investment Trust Act.
Article 3 (Location of Head Office)The Investment Corporation shall establish its head office in Chiyoda-ku, Tokyo.
Article 4 (Method of Public Notices)
Public notices of the Investment Corporation shall be made by publication in the Nihon
Keizai Shimbun (NIKKEI).

Chapter 2 Investment Units
Article 5
1.
2.

(Refunding of Investment Units at Unitholder’s Request and Acquisition of Own
Investment Units by Agreement)
The Investment Corporation shall not refund investment units at the request of aunitholder.
The Investment Corporation may acquire investment units of the Investment Corporation
for compensation by agreement with unitholders.

Article 6 (Total Number of Investment Units Authorized)
1.
2.

The total number of investment units authorized by the Investment Corporation shall be
2,000,000.
The issue price of investment units offered in Japan must account for more than 50% of
the aggregate issue price of the investment units of the Investment Corporation.
3. The Investment Corporation may solicit persons to subscribe for the investment
units it issues with the approval of the Board of Directors to the extent of the total
number of investment units authorized pursuant to paragraph 1. The amount to be paidin for each investment unit for subscription (meaning an investment unit allotted topersons who apply to subscribe to the investment units) shall be an amount approved by
the Board of Directors to be fair in light of the content of the assets belonging to theInvestment Corporation (hereinafter referred to as “assets under management”).

- 1 -Article 7 (Regulations on the Handling of Investment Units)
Listing and recording on the unitholder registry, registration and revocation of pledges,
and other procedures related to investment units, and the fees therefore shall begoverned by laws and regulations, the Articles of Incorporation, and the Investment Unit
Handling Regulations specified by the Board of Directors.
Article 8 (Minimum Amount of Net Assets Regularly Held by the Investment Corporation)
The minimum amount of net assets regularly held by the Investment Corporation shallbe 50 million yen.

Chapter 3 General Meeting of Unitholders
Article 9 (Convocation and Holding of Meetings)
1.
2.
3.

4.
5.

General Meeting of Unitholders shall be convened without delay on October 1, 2016 andsubsequent dates, and shall be convened on October 1 of every second year and without
delay after that date.
In addition to the provisions of the preceding paragraph, General Meeting of Unitholders
shall be convened as specified by laws and regulations and as otherwise needed.
In addition to when otherwise specified by laws and regulations,General Meeting ofUnitholders shall be convened by the relevant executive director if there is one executive
director pursuant to a resolution of the Board of Directors, or by one executive director
in the order specified in advance by the Board of Directors if there are two or more
executive directors.
General Meeting of Unitholders shall be held within the 23 wards of Tokyo.
To convene a General Meeting of Unitholders, public notice of the date of the General
Meeting of Unitholders shall be provided no later than two months before said date, andnotice shall be provided to unitholders in writing or by electromagnetic means pursuant
to the provisions of laws and regulations no later than two weeks before said date.
However, public notice is not required for General Meeting of Unitholders held before 25
months have elapsed since the immediately preceding General Meeting of Unitholders
held pursuant to the provision of paragraph 1.

Article 9-2 (Measures for Electronic Provision, etc.)
1.
2.

The Investment Corporation shall take measures for the electronic provision of
information contained in the General Meeting of Unitholders reference documents, etc.
when convening a General Meeting of Unitholders.
The Investment Corporation may choose not to state all or part of the matters for whichmeasures for electronic provision are taken that are specified in the Regulation for
Enforcement of the Act on Investment Trusts and Investment Corporations (Order of thePrime Minister’s Office No. 129 of 2000; as amended; hereinafter referred to as“Regulation for Enforcement the Investment Trust Act”) in the documents delivered tounitholders who request delivery of documents before the record date for voting rights.

Article 10 (Chairperson)
The chairperson of the General Meeting of Unitholders shall be the relevant executive
director if there is one executive director or one executive director in the order specified
in advance by the Board of Directors if there are two or more executive directors.
However, If the executive director who is to serve as chairperson is in an accident, one
other executive director or supervisory director may serve instead in the order specified- 2 -in advance by the Board of Directors.
Article 11 (Resolutions)
1.
2.
3.

Resolutions of the General Meeting of Unitholders shall be made by a majority of voting
rights of unitholders in attendance unless otherwise specified by laws and regulations or
the Articles of Incorporation.
Unitholders may exercise voting rights using one other unitholder with voting rights in
the Investment Corporation as an agent.
In the case of the preceding paragraph, the unitholder or the agent must submit
documentation proving the right of representation for each General Meeting ofUnitholders.

Article 12 (Exercising Voting Rights in Writing)1.
2.

A unitholder who does not attend the General Meeting of Unitholders may exercise
voting rights in righting.
The number of voting rights exercised in writing shall be counted in the number of voting
rights of unitholders in attendance.

Article 13 (Exercising Voting Rights by Electromagnetic Means)
1.
2.

The Investment Corporation may specify by resolution of the Board of Directors thatunitholders not attending the General Meeting of Unitholders may exercise voting rights
by electromagnetic means.
The number of voting rights exercised by electromagnetic means shall be counted in thenumber of voting rights of unitholders in attendance.

Article 14 (Deemed Votes in Favor)
1.

2.

3.

If a unitholder does not attend a General Meeting of Unitholders and does not exercise
voting rights, that unitholder is deemed to vote in favor of the proposals submitted at
the General Meeting of Unitholders (excluding conflicting proposals, if more than one
proposal is submitted and these conflict with each other).
Notwithstanding the provision of the preceding paragraph, the provision concerning
deemed votes in favor in the preceding paragraph shall not apply to resolutions on
proposals pertaining to Article 104, paragraph (1) (dismissal of an officer or financial
auditor), Article 140 (revising the Articles of Incorporation) (however, limited to theestablishment, revision and abolition of provisions related to deemed votes in favor),
Article 143, item (iii) (dissolution), Article 205, paragraph (2) (consent for cancellation ofan entrustment contract for asset management) or Article 206, paragraph (1)(cancellation of an entrustment contract for asset management).
The number of voting rights of unitholders deemed to vote in favor for a proposal
pursuant to the provision of paragraph 1 shall be counted in the number of voting rightsof unitholders in attendance.

Article 15 (Record Date, etc.)
1.

2.

If a General Meeting of Unitholders is to be held within three months of the immediately
preceding fiscal period (meaning the fiscal period specified in Article 34; the same
applies below), the Investment Corporation shall treat the unitholders listed or recordedin the final unitholder registry of said fiscal period as the unitholders eligible to exercise
votes in the General Meeting of Unitholders.
Notwithstanding the provision of the preceding paragraph, the investment Corporation
may treat the unitholders listed or recorded in the final unitholders registry on the

- 3 -

3.

4.

record date publicly notified and specified in advance according to laws and regulations
after a resolution by the Board of Directors as the unitholders eligible to exercise votes in
the General Meeting of Unitholders.
Minutes of the proceedings of the General Meeting of Unitholders shall be prepared inaccordance with laws and regulations, and signed, affixed with names and seals, orelectronically signed by the attending chairperson, executive directors and supervisory
directors.
The executive director(s) shall retain the minutes specified in paragraph 3 at the head
office for ten years.

Chapter 4 Executive Directors and Supervisory Directors
Article 16 (Number of Executive Directors and Supervisory Directors)
The Investment Corporation shall have one or more executive directors and two or more
supervisory directors (provided that this is a number one or more than the number of
executive directors).
Article 17 (Election and Term of Office of Executive Directors and Supervisory Directors)
1.
2.

3.

Executive directors and supervisory directors shall be elected by resolution of theGeneral Meeting of Unitholders unless otherwise provided for by laws and regulations.
The term of office of executive directors and supervisory directors shall be two years.
However, this shall not preclude the period from being extended or shortened byresolution of the General Meeting of Unitholders to the extent specified by laws andregulations. Furthermore, the term of office of executive directors elected as substitutes
or to increase the number of directors shall be the same as the remaining term of officeof the predecessor or other directors in office.
The effective period of a resolution pertaining to the election of a substitute director
shall be until the expiration of the term of office of the director being substituted who
was elected in the General Meeting of Unitholders in which the resolution was made.
However, this shall not preclude the period being shortened by resolution of the General
Meeting of Unitholders.

Article 18 (Standards of Payment of Remuneration for Executive Directors and Supervisory
Directors)
The payment standards and payment timing of remuneration for executive directors andsupervisory directors of the Investment Corporation. The same shall also apply to
substitute directors.
(1) Remuneration for executive directors shall be an amount determined by the Boardof Directors up to a monthly amount of 250,000 yen per person, and the amountshall be paid into the account designated by the executive director no later than theend of the month.
(2) Remuneration for supervisory directors shall be an amount determined by the
Board of Directors up to a monthly amount of 500,000 yen per person, and theamount shall be paid into the account designated by the supervisory director nolater than the end of the month.

- 4 -Article 19 (Exemption of Executive Directors and Supervisory Directors from Liability for Damages
to the Investment Corporation)
The Investment Corporation may exempt an executive director or a supervisory director
specified by the Investment Trust Act from liability for damages in cases where theexecutive director or supervisory director has performed his/her duties in good faithwithout gross negligence, and the content of the facts causing liability are acknowledged
to be especially necessary in light of the status of execution of duties of the executive
director or supervisory director and other circumstances by resolution of the Board of
Directors to the extent of the amount specified by laws and regulations.

Chapter 5 Board of Directors
Article 20 (Convocation)
1.

2.

3.

Unless otherwise specified by laws and regulations, meetings of the Board of Directors
shall be convened and chaired by the relevant executive director if there is one executive
director, or by one executive director in the order specified in advance by the Board of
Directors if there are two or more executive directors.
Notices of convocation of meetings of the Board of Directors shall be issued to all
executive directors and supervisory directors no later than three days before the date of
the meeting of the Board of Directors. However, the convocation period may be
shortened or convocation procedures may be omitted with the consent of all executive
directors and supervisory directors.
Notwithstanding the provision of paragraph 1, executive directors and supervisory
directors without the right to convene a meeting of the Board of Directors may indicate
the matter that is the objective of the Board of Directors and request executive directors
with the right to convene a meeting of the Board of Directors to convene a meeting of
the Board of Directors.

Article 21 (Resolutions, etc.)
1.

2.

3.

Resolutions of the Board of Directors shall be made by resolution of the majority ofattendees with a majority of executive directors and supervisory directors eligible toparticipate in the resolution in attendance unless otherwise provided for by laws andregulations or the Articles of Incorporation.
Minutes of the proceedings of the meetings of the Board of Directors shall be preparedin accordance with laws and regulations, and signed, affixed with names and seals, orelectronically signed by the attending executive directors and supervisory directors inattendance.
The executive director shall retain the minutes prepared pursuant to paragraph 2 at thehead office for ten years.

Article 22 (Regulations of the Board of Directors)
Matters related to the Board of Directors shall be governed by laws regulations and the
Articles of Incorporation, in addition to the Regulations of the Board of Directors.

- 5 -Chapter 6 Financial Auditor
Article 23 (Election of Financial Auditor)
The financial auditor shall be elected by resolution of the General Meeting ofUnitholders unless otherwise provided for by laws and regulations.
Article 24 (Term of Office of Financial Auditor)
1.
2.

The term of office of the financial auditor shall be until the conclusion of the first General
Meeting of Unitholders held after the first fiscal period after one year has elapsed since
being appointed.
The financial auditor shall be deemed to have been reappointed if no separate resolution
is made by the General Meeting of Unitholders in the preceding paragraph.

Article 25 (Standards for Payment of Remuneration for the Financial Auditor)
The remuneration of the financial auditor for financial auditing shall be an amountdetermined by the Board of Directors up to 20 million yen for each fiscal period, and theamount shall be paid by bank transfer into an account designated by the financial auditor
no later than four months after each fiscal period.
Article 26 (Exemption of Financial Auditor from Liability for Damages to the Investment
Corporation)
The Investment Corporation may exempt a financial auditor specified by the Investment
Trust Act from liability for damages in cases where the financial auditor has performed
his/her duties in good faith without gross negligence, and the content of the facts
causing liability are acknowledged to be especially necessary in light of the status ofexecution of duties of the financial auditor and other circumstances by resolution of theBoard of Directors to the extent of the amount specified by laws and regulations.

Chapter 7 Asset Management Target and Policy
Article 27 (Basic Policy on Asset Management)
The Investment Corporation shall have the objective of managing assets such as real
property (meaning the real property, rights of lease of real property, superficies rights,
specified in Article 105, item (i) of the Regulation for Enforcement of the Investment
Trust Act as the principal assets maximizing unitholder value with the manage assets andbeneficial interests of trusts in which only these assets are entrusted; the same applies
hereinafter) as investments, and manage assets with the aim of securing stable revenue
and achieving steady growth from a medium- to long-term perspective with theobjective of maximizing unitholder value.
Article 28 (Investment Stance)
1.

When the Investment Corporation invests in assets related to real property (collectively
meaning real property, etc. (meaning assets specified in Article 29, paragraph 1, item (i))
and securities backed by real property (meaning assets specified in Article 29, paragraph
1, item (ii)); the same applies hereinafter), the main purpose of the real property forming
the main part of the assets related to real property (including superficies rights andrights of lease of real property; the same applies in paragraphs 1 through 3 of this

- 6 -

2.

3.

4.

Article) or the backing real property the shall be real property in the area surrounding
rental housing such as rental housing, accommodation facilities (meaning (a) hotels, inns
and other accommodation facilities with an acquisition price of less than 1.0 billion peracquisition (including accommodation facilities for management of accommodation
facilities under the Hotel Business Act that are accommodation facilities and serviced
apartments, etc. other than hotels and inns, but not including private lodgings (meaning
residences or accommodation facilities providing accommodation services by installingfurniture, etc. and providing certain other environmental improvement; the same applies
below)) and facilities incidental to these) and (b) private lodgings and facilities incidental
to these) and healthcare facilities (including but not limited to buildings whose main
purpose is “serviced housing for the elderly” provided for in the Act on Securement of
Stable Supply of Elderly Persons’ Housing and “Fee-Based Homes for the Elderly” and“Group Homes for the Elderly with Dementia” provided for in the Act on Social Welfare
for the Elderly). However, in cases where multiple assets related to real property areused integrally from a socioeconomic perspective, when the real property forming themain part of the assets related to real property or a majority of the overall underlying
real property is for the purpose specified in the main text of this paragraph (provided
that this is limited to cases in which the acquisition price is less than 1.0 billion yen for
the entirety of the assets related to real property if the purpose is accommodation
facilities) the assets related to real property may be acquired in whole or in part.
The regions subject to investment shall be concentrated residential areas mainly outside
the Tokyo metropolitan area (meaning concentrated residential areas in Osaka, Kobe,
Kyoto, Sapporo, Nagoya, Fukuoka, Hiroshima and other government ordinancedesignated cities and the surrounding commuting areas).
Notwithstanding the provisions of the preceding paragraph, the Investment Corporation
may take the necessary steps to protect unitholders if there is a risk of harming theinterests of unitholders due to the occurrence of unforeseeable circumstances such assudden changes in market trends, general economic conditions and real estate market
trends.
The percentage of the amount of specified real property (real property, real property
leasehold rights or superficies, or beneficial interest in trust entrusting ownership of real
property, land leasehold rights or superficies) shall be 75% or more of the total amountof the value of specified assets held by the Investment Corporation.

Article 29 (Class, Purpose and Scope of Assets Under Management)
1.

The Investment Corporation shall invest in the specified assets listed below according to
the basic policy on asset management specified in Article 27.
(1) Real property, etc.
(i)
Real property(ii)
Rights of lease of real property(iii) Superficies rights(iv) Beneficial interests in trust entrusted with assets; listed in (i) through (iii)(including composite trusts combining real property and incidental money)(v)
Beneficial interests in trust entrusted with money for the purpose ofmanaging the assets in (i) through (iii) as investments(2) Securities backed by real property (limited to those listed below that have thepurpose of investing more than one half of assets in real property, etc; including
rights that should be represented on the securities if securities representing rights
have not been issued)(i)Interests pertaining to a contract promising that one of the parties will makeinvestments for the management of real property, etc. by the party, and thatthe other party will manage the assets as investments primarily using theproperty contributed and distribute profits arising from said management(hereinafter referred to as the “equity interest in silent partnership investingin real estate”)

- 7 -

(ii)

(3)

Preferred equity securities (meaning preferred equity securities prescribed in
Article 2, paragraph (9) of the Act on the Securitization of Assets (Act No. 105
of 1998, as amended; hereinafter referred to as the “Asset SecuritizationAct”)(iii) Beneficiary certificates (meaning beneficiary certificates provided for in
Article 2, paragraph (7) of the Investment Trust Act)(iv) Investment securities (meaning investment securities provided for in Article
2, paragraph (15) of the Investment Trust Act)(v)
Beneficiary certificates for a specified purpose trust (meaning beneficiary
certificates for a specified purpose trust provided for in Article 2, paragraph(15) of the Asset Securitization Act)
Other specified assets(i)
Deposits(ii)
Call loans(iii) National government bonds (meaning those provided for in Article 2,paragraph (1), item (i) of the Financial Instruments and Exchange Act (ActNo. 25 of 1948))(iv) Municipal bonds (meaning those provided for in Article 2, paragraph (1),item (ii) of the Financial Instruments and Exchange Act)(v)
Debentures issued by a corporation pursuant to a special Act (meaning those
provided for in Article 2, paragraph (1), item (iii) of the Financial Instruments
and Exchange Act)(vi) Specified corporate bonds prescribed in the Asset Securitization Act(meaning those provided for in Article 2, paragraph (1), item (iv) of the
Financial Instruments and Exchange Act)(vii) Corporate bond certificates (meaning those provided for in Article 2,paragraph (1), item (v) of the Financial Instruments and Exchange Act;
excluding corporate bond certificates with share options and thoseotherwise provided for in this item (iii))(viii) Negotiable certificates of deposit(ix) Beneficiary certificates of loan trusts (meaning those provided for in Article
2, paragraph (1), item (xii) of the Financial Instruments and Exchange Act)(x)
Commercial papers (meaning those provided for in Article 2, paragraph (1),item (xv) of the Financial Instruments and Exchange Act)(xi) Monetary claims such as loan claims against a special purpose company forthe purpose of investing in real property, etc. (meaning those provided for by
the Asset Securitization Act), a special purpose company or similar form ofcorporation, etc. (hereinafter referred to as “monetary claims for loans
related to real property”)(xii) Corporate bonds issued by a limited liability company for the purpose ofinvesting in monetary claims for loans related to real property(xiii) Beneficial interests in trust entrusted with monetary claims for loans related
to real property(xiv) Monetary claims (meaning those provided for in Article 3, item (vii) of theOrder for Enforcement of the Act on Investment Trusts and Investment
Corporations (Cabinet Order No. 480 of 2000; hereinafter referred to as the“Order for Enforcement of the Investment Trust Act”; excluding thoseotherwise provided for in this item (iii); the same applies hereinafter))(xv) Beneficial interests in trust entrusted with monetary claims (excluding assets
related to real property and those otherwise provided for in this item (iii))(xvi) Beneficial interests in trust entrusted with money for the purpose ofmanaging trust property primarily as investments in the assets in (i) through(x)(xvii) Shares (limited to cases in which they are acquired for the purpose of
substantially investing in assets related to real property and cases in which- 8 -they are acquired incidentally to or in relation to management of assets
related to real property)(xviii) Rights pertaining to derivative transactions (meaning those provided for in
Article 3, item (ii) of the Order for Enforcement of the Investment Trust Act)(xix) Securities (meaning those provided for in Article 3, item (i) of the Order for
Enforcement of the Investment Trust Act; excluding assets related to real
property and those otherwise provided for in this item (iii) and paragraph (2)below)(xx) Equity interest in investment pertaining to an agreement promising to invest
in management of easements, beneficial interests in trust entrusted witheasements (including composite contracts entrusting money incidental toreal property together), beneficial interests in monetary trust for the
purpose of investing in easements as the principal trust property,
management of property contributed by the other party as an investment
primarily in easements, and distributing profits arising from said
management(xxi) Renewable energy power generation facilities (meaning those provided for in
Article 3, item (xi) of the Order for Enforcement of the Investment Trust Act)
2.

In addition to the assets listed in the preceding paragraph, the Investment Corporation
shall invest in the assets listed below limited to cases for the purpose of substantiallyinvesting assets related to real property, and cases incidental or related to investment inthese assets.
(i)
Trademark rights, etc. (meaning trademark rights and other exclusive rights
to use and non-exclusive rights to use) pursuant to the Trademark Act (ActNo. 127 of 1959, as amended)(ii)
Copyrights, etc. pursuant to the Copyright Act (Act No. 48 of 1970, as
amended)(iii) The right to use the source of a hot spring as provided for in the Hot Springs
Act (Act No. 125 of 1948, as amended) and facilities, etc. related to said hot
springs(iv) Movables (meaning those that are provided for in the Civil Code (Act No. 89
of 1896, as amended: hereinafter referred to as the “Civil Code”) that are
facilities equipment, vehicles or other items added to real property forstructural or usage reasons; excluding renewable energy power generation
facilities)(v)
Beneficial interests in trust entrusted with money for the purpose ofmanaging the items in (i) through (iv) above as investments(vi) Specified equity provided for in Article 2, paragraph (6) of the Asset
Securitization Act(vii) Membership in membership companies (meaning those provided for in
Article 575, paragraph (1) of the Companies Act (Act No. 86 of 2005, as
amended)(viii) Rights pursuant to a partnership contract pursuant to Article 667 of the Civil
Code (limited to those for the purpose of real property, rights of lease of real
property, superficies rights, easements or beneficial rights in trust entrustedwith these assets (including composite trusts entrusted with money
incidental to real property), or the lease, operation or management, etc.
thereof)(ix) Rights pursuant to insurance policies (limited to cases in which they are
acquired for the purpose of reducing risks pertaining to investment in assets
related to real property)(x)Calculated assigned amounts pursuant to the Act on Promotion of Global
Warming Countermeasures (Act No. 117 of 1998, as amended), items similar
to these and other emissions rights (including emissions rights related to

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(xi)

greenhouse gases)
In addition to the items listed in (i) through (x), other rights acquired
incidentally to investment in assets related to real property

Article 30 (Investment Restrictions)1.

2.

Securities and monetary claims listed in paragraph 1, item (3) of the preceding article
shall be for management with consideration for security and negotiability, or relevancewith the specified assets listed in paragraph 1, item (1) or (2) of the preceding article,
rather than for active investment.
Rights pertaining to derivative transactions listed in paragraph 1, item (3) (xviii) of thepreceding paragraph shall be limited to those managed for the purpose of hedging
interest risks and other risks arising from liabilities pertaining to the Investment
Corporation.

Article 31 (Purpose and Scope of Lending of Portfolio Assets)
1.

2.

3.

The Investment Corporation shall, in principle, lease (including the installation, etc. ofparking areas, billboards, etc.) all real property (including real property backing assets
related to real property acquired by the Investment Corporation) included in assets
under management.
The Investment Corporation may receive or be pledged lease deposits, security deposits
and other similar money when leasing the real property in the preceding paragraph, andshall manage such money received based on the basic policy on asset management
specified in Article 27 and the investment stance specified in Article 28.
The Investment Corporation sometimes lends assets under management other than real
property (including real property backing assets related to real property acquired by theInvestment Corporation) included in assets under management.

Article 32 (Asset Valuation Principles)
1.
2.
3.

The Investment Corporation shall carefully and faithfully conduct valuation of assets
under management for unitholders.
The Investment Corporation shall endeavor to ensure the reliability of valuation when
performing valuations of assets under management.
In principle, there shall be continuity in the valuation of assets under management.

Article 33 (Methods, Standards and Record Date of Valuation of Assets)
1.

The Investment Corporation’s methods and standards of asset valuation shall be
specified as follows for each class of assets under management according to theRegulation on Accountings of Investment Corporations (Cabinet Office Order No. 47 of2006, as amended), Rules on Real Estate Investment Trusts and Real Estate Investment
Corporations established by the Investment Trusts Association, Japan (as amended,hereinafter referred to as the “Rules on Real Estate Investment Trusts and Real Estate
Investment Corporations,” other rules specified by the association, generally accepted
accounting principles and other corporate accounting practices.
(1) Real property, rights of lease of real property and superficies rights (as provided forin Article 29, paragraph 1, item (1), (i) through (iii))
Valuation shall be performed using the amount obtained by deducting the
cumulative amount of depreciation from the acquisition price. The method of
calculation of the amount of depreciation shall be calculated by the straight-line
method for the building portion and the equipment portion. However, in cases
where calculation by the straight-line method is not appropriate, and only when it
can be reasonably determined that there are no problems for the protection of- 10 -

(2)

(3)

(4)

(5)

(6)

(7)

unitholders, this may be changed to another calculation method.
Beneficial rights in trust entrusted with real property, rights of lease of real
property or superficies rights (as provided for in Article 29, paragraph 1, item (1), (i)through (iv))
Valuation shall be performed according to (1) in this paragraph if the trust property
is real property the right to lease real property or superficies, and according to
generally accepted accounting principles and other corporate accounting practices
if the trust property is financial assets or liabilities. Later, beneficial interests in trust
shall be evaluated using the amount equivalent to the share of the beneficial
interest in trust calculated by deducting the total amount of the trust’s liabilities
from the total amount of assets.
Beneficial interests in trust for money for the purpose of being managed as
investment in real property, rights of lease of real property or superficies rights (asprovided for in Article 29, paragraph 1, item (1) (v))
Valuation shall be performed according to (1) in this paragraph if the constituent
assets of the trust property are real property the right to lease real property or
superficies, and according to generally accepted accounting principles and othercorporate accounting practices if the constituent assets of the trust property isfinancial assets or liabilities. Later, beneficial interests in trust shall be evaluatedusing the amount equivalent to the share of the beneficial interest in trust
calculated by deducting the total amount of the trust’s liabilities from the total
amount of assets.
Equity interest in a silent partnership investing in real estate (as provided for in
Article 29, paragraph 1, item (2) (i))
In the case the constituent assets of the equity interest in a silent partnershipinvesting in real estate are assets listed in items (1) through (3), in principle, thevaluation shall be performed using the amount obtained by deducting the
cumulative amount of depreciation from the acquisition price. The method of
calculation of the amount of depreciation shall be calculated by the straight-line
method for the building portion and the equipment portion. However, in cases
where calculation by the straight-line method is not appropriate, and only when it
can be reasonably determined that there are no problems for the protection ofunitholders, this may be changed to another calculation method. If the constituent
assets of the equity interest in a silent partnership investing in real estate include
financial assets, in principle, valuation shall be performed according to generally
accepted accounting principles and other corporate accounting practices, and be
the amount calculated as the amount equivalent to the share in the contribution to
the silent partnership in real estate after deducting the amount of liabilities fromthe total of these amounts.
Securities (those provided for in Article 29, paragraph 1, item (2) (ii) through (v),item (3) (iii) through (vii), (ix), (x), (xvii) and (xix))
Valuation shall be performed at acquisition cost if classified as bonds held tomaturity, and valuation shall be performed at market value if classified as othersecurities. However, shares, etc, with no market price shall be evaluated atacquisition cost.
Monetary claims (those provided for in Article 29, paragraph 1, item (3) (xiv))
Valuation shall be performed using the price obtained by deducting the allowancefor doubtful accounts from the acquisition price. However, in cases where claims
are acquired at a price higher or lower than the claim amount and the nature of thedifference between the acquisition price and the claim amount is acknowledged to
be an interest adjustment, the price shall be that for which the allowance for
doubtful accounts has been deducted from the amount calculated based on theamortized cost method.
Rights pertaining to derivative transactions (those provided for in Article 29,
paragraph 1, item (3) (xviii))- 11 -

(i)

2.

3.

Claims and liabilities arising from derivative transactions shall be evaluated atmarket value.
(ii) Notwithstanding the above, hedge accounting may be applied if therequirements for hedge accounting are satisfied according to the AccountingStandard for Financial Instruments and the Practical Guidelines for Accountingof Financial Instruments, and special treatment for interest swaps may be
applied to transactions that satisfy the requirements for special treatment forinterest swaps pursuant to the Accounting Standard for Financial Instruments
and the Practical Guidelines for Accounting of Financial Instruments.
(8) Other
If not provided for above, valuation shall be performed using the valuation to bemade according to the valuation rules of the Investment Trusts Association, Japanor the valuation made according to generally accepted accounting principles andother corporate accounting practices. Furthermore, notwithstanding the above, if
valuation should be performed according to the valuation rules of the Investment
Trusts Association, Japan, or generally accepted accounting principles and othercorporate accounting practices due to the actual economic condition of the assets
under management, the valuation shall be performed using this valuation.
If the valuation is performed using a method differing from the preceding paragraph forthe purpose of stating the price in asset investment reports, etc., the valuation shall be
performed as follows.
(1) Real property, rights of lease of real property and superficies rights
In principle, the appraised value based on appraisal by a real property appraiser.
(2) Beneficial rights in trust entrusted with real property, superficies rights or rights oflease of real property and equity interest in a silent partnership investing in realestate.
Valuation shall be performed according to the preceding item if the trust property
or constituent assets of the silent partnership in real estate are assets listed in thepreceding item and according to generally accepted accounting principles and othercorporate accounting practices if they are financial assets, and be the amountcalculated as the amount equivalent to the equity interest in the silent partnershipor the amount equivalent to the interest in trust beneficiary interest after
deducting the amount of liabilities from the total of these amounts.
The record date for asset valuation shall be the fiscal period end provided for in thefollowing article. However, this shall be the end of each month for assets provided for in
Article 29, paragraph 1, items (ii) and (ii) are assets that can be evaluated at a value
based on market price.

Article 34 (Fiscal Period End)The fiscal period of the Investment Corporation shall be from February 1 until July 31
every year and from August 1 until January 31 the following year (hereinafter, the final
day of each fiscal period shall be referred to as the “fiscal period end”).
Article 35 (Policy on Distribution of Money)
1.

Distribution policy
In principle, the Investment Corporation shall make distributions according to thefollowing policy.
(1) Of the total amount of money to be distributed to unitholders, the amount of profit(meaning the amount calculated by deducting the total amount of investment fromthe amount of net assets on the balance sheet of the Investment Corporation; thesame applies hereinafter) shall be calculated according to the Investment Trust Act,
generally accepted accounting principles and other corporate accounting practices.

- 12 -

(2)

2.

3.

4.

5.

When making distributions up to the amount of profit, in principle, the amount of
distributions shall be an amount determined by the Investment Corporation that ismore than the amount equivalent to 90 percent of the amount of distributableprofit (or the amount after the amendment if the calculation of the amount isamended due to a revision of laws and regulations, etc.) provided for in the tax
exemption for Investment Corporations provided for in Article 67-15, paragraph (1)of the Act on Special Measures Concerning Taxation (Act No. 26 of 1957, as
amended; hereinafter referred to as the “Act on Special Measures Concerning
Taxation”). However, the Investment Corporation may accumulate, withhold orotherwise dispose of an amount required for accumulated funds for long-term
repairs, payment reserves, distribution reserves and similar accumulated funds andreserves acknowledged to be required for maintaining assets or increasing value.
(3) The amount of profit that is withheld without being allocated to distributions shallbe managed according to the scope and policy of asset management of theInvestment Corporation.
Distributions of money exceeding profit
The Investment Corporation may distribute money exceeding profit as a refund ofinvestment to unitholders based on the financial statements pertaining to distribution ofmoney approved pursuant to the Investment Trust Act if deemed to be appropriate by
the Board of Directors based on the assumption that (i) the amount of capital
expenditure required for maintaining and improving the competitiveness and value of
assets held (hereinafter referred to as “necessary expenditure”) is appropriately
evaluated and the Investment Corporation has appropriately accumulated cash anddeposits equal to or greater than the necessary expenditure and (ii) asset value of theInvestment Corporation is being appropriately maintained at the time of implementation(a) in cases where the occurrence of taxation such as corporation tax can be reduced in
the Investment Corporation or (b) based on trends such as the economic environment,
the real estate market and the leasing market, the condition of assets held and financial
condition, etc. If the Investment Corporation makes distributions of money exceeding
profit, this shall be no more than the amount of profit for the fiscal period plus theamount specified by laws and regulations (including the rules of the Investment Trusts
Association, Japan).
Method of distributions, etc.
Distributions shall be made in cash, and, in principle, distributed to the unitholders or
registered pledgees listed or recorded in the final unitholder registry for the fiscal period
according to the number of investment units held or the number of investment units
subject to registered pledge of investment units no later than three months after the
fiscal period end.
Rules of the Investment Trusts Association, Japan
In addition to paragraphs 1 through 3, the Investment Corporation shall comply with
Rules on Real Estate Investment Trusts and Real Estate Investment Corporations alongwith other rules established by the Investment Trusts Association, Japan in the
distribution of money.
Period of exclusion for the right to claim distributions
The Investment Corporation may be exempt from its obligation to pay distributions whenthree years have elapsed since the date of the commencement of payment thereof
without distributions of money being received pursuant to this article. Unpaid
distributions shall not accrue interest.

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Article 36 (Limits on Borrowings and Issuance of Bonds by the Investment Corporation, etc.)
1.

2.
3.

The Investment Corporation may borrow funds (including through the call market) or
issue investment corporation bonds (including short-term investment corporation bonds;
the same applies hereinafter) for the purpose of acquiring assets, paying repair expenses
or distributions, funds required for operation of the Investment Corporation or
repayment of debts (including the refund of lease deposits and security deposits, and therepayment of investment corporation bond obligations) to contribute to the steady
growth, efficient management and stability of management of assets undermanagement. When borrowing funds, this shall be limited to borrowing from qualified
institutional investors specified in Article 2, paragraph (3), item (i) of the Financial
Instruments and Exchange Act (provided that these are limited to parties who are
institutional investors prescribed in Article 67-15, paragraph (1), item (i)b.2) of the Act on
Special Measures Concerning Taxation.
In the case of the preceding paragraph, the Investment Corporation may present assets
under management as security.
The limit on the amount of loans and issuance of investment corporation bonds shall be
1 trillion yen each and the combined amount shall not exceed 1 trillion yen.

Article 37 (Standards Related to Payment of Asset Management Fees to the Asset Management
Company)1.

The method of calculation or fees paid by the Investment Corporation to the AssetManagement Company entrusted with the management of assets under management(hereinafter referred to as “Asset Management Company”) shall be as follows.
(1) Management fee I
The amount obtained by multiplying total assets by 0.45% per annum (the amountarrived at when the relevant amount is prorated by the actual days during thebusiness period on the basis of a 365 days half year) shall be management fee I.
“Total assets” shall be the total assets stated in the balance sheets (limited to those
approved pursuant to Article 131, paragraph (2) of the Investment Trust Act; thesame applies hereinafter in this article) for the fiscal period of the Investment
Corporation immediately preceding the first day of the relevant fiscal period of theInvestment Corporation.
(2) Management fee II
The amount (rounded down to the nearest yen) obtained by multiplying the
distributable amount calculated each fiscal period by 5.0%, multiplying this by theamount obtained by deducting 50 billion yen from total assets stated in the balance
sheets for the fiscal period immediately preceding the first day of the relevant fiscal
period and dividing this by total assets shall be management fee II (If the amountobtained by deducting 50 billion yen from the total assets stated in the balance
sheets for the fiscal period immediately preceding the first day of the relevant fiscal
period are negative, said amount shall be zero).
“Distributable amount” shall be net income before tax (excluding gain on bargain
purchase) before deducting management fee II pertaining to the relevant fiscal
period calculated according to generally accepted accounting principles and othercorporate accounting practices, after compensating for the amount of any loss
brought forward.
(3) Acquisition fee
If the Investment Corporation acquires assets, the amount obtained by multiplying
the acquisition price by 1.0% shall be the acquisition fee. However, if the acquired
asset is a trust beneficiary interest that is acquired from a person other than aninterested person, the amount obtained by adding 1.0% of the acquisition price ofthe trust beneficiary interest to the amount obtained by subtracting the brokeragefee for the trust beneficiary interest from the maximum amount of the fee- 14 -

2.

prescribed in Article 46 of the Real Estate Brokerage Act (Act No. 176 of 1952, as
amended; hereinafter referred to as the “Real Estate Brokerage Act”) andmultiplying this amount by 0.5.
(4) Sales fees
The amount obtained by multiplying the sales amount (excluding consumption
taxes, local consumption taxes and expenses associated with the sales) in the event
the Investment Corporation transfers assets by 0.5% shall be the transfer fee.
(5) Merger fee
In the event the Asset Management Company implements the investigation andvaluation of assets, etc. held by the other party to a consolidation-type merger oran absorption-type merger (including cases in which the Investment Corporation isthe corporation surviving an absorption-type merger and cases in which it is thecorporation disappearing in an absorption-type merger) (hereinafter collectively
referred to as “merger”) to which the Investment Corporation is a party, or otheroperations pertaining to the merger for the Investment Corporation, and themerger takes effect, an amount (rounded down to the nearest yen) equivalent to no
more 1.0% of the assets related to real estate held by the other party to the merger
that is succeeded or held by the corporation established in a consolidation-typemerger or the corporation surviving an absorption-type merger shall be the mergerfee.
The timing of payment of the fees in the preceding paragraph paid by the Investment
Corporation to the Asset Management Company shall be as follows.
(1) Management fee I: No later than the final day of each fiscal period.
(2) Management fee II: No later than one month after approval of the financial
statements, etc. (meaning the financial statements provided for in Article 129 of theInvestment Trust Act) pertaining to the relevant fiscal period by the Board of
Directors.
(3) Acquisition fee: No later than six months after the date of the acquisition of theasset by the Investment Corporation (date that the transfer of rights such as thetransfer of ownership takes effect).
(4) Sales fee: No later than one month after the date of the sale of the asset by theInvestment Corporation (date that the transfer of rights such as the transfer ofownership takes effect).
(5) Merger fee:
No later than three months after the effective date of the merger.

Article 38 (Burden of Expenses, etc.)
1.

2.

The Investment Corporation shall bear the cost of taxes related to asset management,
expenses required for processing administration entrusted by the Investment
Corporation to the Investment Corporation’s general administrative agents, theInvestment Corporation’s asset custodian, and the Asset Management Company, andinterest on delayed payment and damages if the general administrative agent, the asset
custodian, or the Asset Management Company claims interest on delayed payment ofadvance payments or damages.
In addition to the preceding paragraph, the Investment Corporation shall bear the cost of
the expenses listed below.
(1) Expenses related to the issuance of investment units, acquisition of own investment
units and allotment of investment unit subscription rights without contribution(2) Expenses pertaining to the preparation, printing and submission of securities
registration statements, annual securities report and extraordinary reports(3) Expenses pertaining to the preparation and delivery of prospectuses(4) Expenses pertaining to the preparation, printing and delivery of financial
statements, asset investment reports, etc. specified by laws and regulations(including submission expenses when submitting to supervisory agencies, etc.)(5) Expenses pertaining to public notices of the Investment Corporation and expenses- 15 -

related advertising, etc.
Fees and expenses for professionals, etc. (including legal counsel, appraisals, asset
audits and judicial scriveners, etc.)(7) Actual expenses pertaining to executive directors and supervisory directors,
insurance premiums, etc., and expenses pertaining to holding General Meeting ofUnitholders and meetings of the Board of Directors, etc.
(8) Expenses related to the acquisition, administration and management of assets
under management (including brokerage fees, administration entrustment
expenses, non-life insurance premiums, maintenance and repair expenses, utilities,etc.)(9) Expenses related to the issuance of investment corporation bonds(10) Interest pertaining to loans and investment corporation bonds(11) Expenses required for operation of the Investment Corporation(12) Other expenses that should be borne by the Investment Corporation similar to
those in the preceding items(6)

Article 39 (Consumption Taxes and Local Consumption Taxes)
The Investment Corporation shall bear the cost of the consumption taxes and local
consumption taxes (hereinafter referred to as consumption taxes, etc.) imposed on the
expenses and amounts to be paid by the Investment Corporation for management of theassets under management and other reasons that are items subject to tax under theConsumption Tax Act (hereinafter collectively referred to as “taxable items”), and shall
pay the amount equivalent to the consumption taxes, etc. in addition to the amounts fortaxable items. Note that the amounts shown in the Articles of Incorporation shall all beamounts excluding consumption taxes, etc. unless otherwise provided for.

Chapter 8 Entrustment of Operations and Administration
Article 40 (Entrustment of Management, Custody and Other Operation and Administration ofAssets)1.

2.

3.

The Investment Corporation shall entrust operations pertaining to asset management to
the Asset Management Company, and operations pertaining to the custody of assets tothe asset custodian pursuant to the Investment Trust Act. The Asset Management
Company performing management of the assets of the Investment Corporation shall be
Samty Asset Management Co., Ltd. The asset custodian taking custody of the assets of
the Investment Corporation shall be Mizuho Trust & Banking Co., Ltd.
The Investment Corporation shall entrust administration that must be entrusted to athird party pursuant to the Investment Trust Act (hereinafter referred to as“administrative entrustment”) for administration other than operations pertaining toasset management and custody to a third party.
Of the administration entrusted after the formation of the Investment Corporation, theBoard of Directors shall specify a general administrative agent and conclude a generaladministration entrustment agreement upon each public offering or as needed foradministration related to the public offering of investment units and investment
corporation bonds issued by the Investment Corporation and allotment of investment
unit subscription rights without contribution, administration related to the investment
unit subscription rights registry and the investment corporation bond registry,administration related to the issuance of certificates of investment unit subscription
rights and investment corporation bond certificates, administration pertaining to holders
of investment unit subscription rights and holders of investment corporation bond,administration related to the acquisition of the Investment Corporation’s investment- 16 -

units, and other administration prescribed in the Regulation for Enforcement of theInvestment Trust Act.

Established on March 13, 2015
Revised on May 15, 2015
Revised on October 25, 2016
Revised on October 26, 2018
Revised on October 20, 2020
Revised on October 20, 2021
Revised on October 20, 2022
Revised on March 1, 2023 (Deleted Supplementary Provisions)- 17 -