This translation of the original Japanese document is provided solely for information purposes.
Should there be any discrepancy between this translation and the Japanese original, the lattershall prevail.
August 5, 2010
To Our Unitholders:
DA Office Investment Corporation
2-1, Ginza 6-chome, Chuo-ku, Tokyo
Representative: Yoshiki Nishigaki, Executive
Director
NOTICE OF CONVOCATION OF THE 6th UNITHOLDERS’ MEETING
We hope that things are going well for you.
We hereby inform you that the 6th unitholders’ meeting of DA Office Investment Corporation(the “Investment Corporation”) will be held in accordance with the following particulars, andyou are cordially invited to attend such meeting.
In case you are unable to attend the upcoming meeting, you may vote in writing. In
such case, we would appreciate it if you could indicate whether or not you would approve
the agenda to be presented to the meeting in the enclosed Exercise of Voting Rights Form
after reviewing the Reference Documents attached hereto, affix your seal thereon, andsend such form to us by 5:00 p.m. of August 19, 2010 (Thursday).
The Investment Corporation has the following regulation regarding “deemed approval” in its
Articles of Incorporation pursuant to Paragraph 1 of Article 93 of the Law Concerning
Investment Trusts and Investment Corporations. Accordingly, please note that if you do
not attend the upcoming unitholders’ meeting and fail to exercise your voting rights byusing the Exercise of Voting Rights Form, you will be deemed to have approved the
proposals presented to the upcoming unitholders’ meeting.
<Summary of the Articles of Incorporation of the Investment Corporation>
Article 14.

(Deemed Approval)

1.

Any unitholder who does not attend a unitholders’ meeting and does not exercise his/hervoting rights shall be deemed to have approved the proposals presented to such
unitholders’ meeting (provided, however, that in cases where two or more proposals arepresented and any such proposal is in conflict in its nature with another proposal, both ofsuch proposals shall be excluded from such deemed approval).

2.

The number of voting rights held by the unitholder deemed to have approved the
proposals in accordance with the preceding Paragraph shall be counted in the number ofvoting rights of the unitholders in attendance.

1Regards.
Particulars:
1.

Date and Time:

August 20, 2010 (Friday) at 10:00 a.m.

2.

GranTokyo North Tower, 18th Floor,
9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo(See the attached information map)

3.

Purpose of the Meeting:
Agenda:Proposal 1:

Amendments to the Articles of Incorporation

Proposal 2:

Election of One Executive Director

Proposal 3:

Election of One Substitute Executive Director

Proposal 4:

Election of Two Supervisory Directors

Proposal 5:

Election of Accounting Auditor
The details of the agenda are as set forth in the following“Reference Documents for Unitholders’ Meeting”.

- End _______________________________________________________________________•

If you plan to attend the meeting, please submit the enclosed Exercise of Voting Rights Form to thereceptionist at the meeting.

•If it becomes necessary to amend any of the matters required to be described in the Reference
Documents for Unitholders’ Meeting, amended documents will be posted on the Investment
Corporation’s website (http://www.da-office.co.jp/).

•You may appoint one of other unitholders having voting rights to act as your proxy and to exercise
your voting rights at the upcoming unitholders’ meeting. In such case, the proxy shall be required
to submit any documentary evidence of the authority to act as your proxy, together with theExercise of Voting Rights Form, to the receptionist at the meeting.

•If you intend to take diverse exercise of your voting rights, please notify the Investment Corporationin writing of such intention, as well as the reason therefor, at least three (3) days prior to the date of
the upcoming unitholders’ meeting (i.e., on or prior to August 17, 2010).

•

If you redundantly exercise your voting rights by using the Exercise of Voting Rights Form, only
the vote lastly made shall be deemed to be effective.

2

This translation of the original Japanese document is provided solely for information purposes.
Should there be any discrepancy between this translation and the Japanese original, the lattershall prevail.

Reference Documents for Unitholders’ Meeting
Agenda and Reference Information:
Proposal 1:
1.

Amendments to the Articles of Incorporation

Summary of Agenda and Reason for Amendments:(1) In order to attempt to expand the awareness that the Investment Corporation is amember of the Daiwa Securities Group and also to recast our brand image, it is
proposed to change the trade name of the Investment Corporation (Article 1,
Supplementary Provision 1).
(2) In order to conform to the dematerialization of investment units as a result of theenforcement of the “Act on Partial Revision of the Act on Book-Entry Transfer ofCompany Bonds, etc. for Assurance of Streamlining of Settlement for Trading of
Shares, etc.” effective on January 5, 2009, it is proposed to amend the wordings,
etc. as necessary (Articles 6 and 8).
(3) In order to conform to the amendments to the “Act on Special Measuresconcerning Taxation”, such as (i) the base amount to be used in calculation for
the requirement regarding the amount of dividends payable in connection withthe special taxation treatments applicable to the Investment Corporation has beenchanged into distributable profits, (ii) the establishment of a new requirement for
special taxation treatments in the case of a merger of the Investment Corporationand (iii) the partial amendment to the requirement for the special taxation
treatments applicable to the Investment Corporation, it is proposed to change
certain definitions, to establish new provisions and to amend the wordings, etc. asnecessary (Article 32; Paragraphs 7 and 8 of “Investment Stance” of Appendix 1- “Objects and Policies of Asset Management”).
(4) In order to enable the flexible investment in any asset necessary or useful in lightof the investment policy of the Investment Corporation, it is proposed to add thetarget for the investment management (Paragraph 5.(6) of “Objects of AssetManagement” of Appendix 1 - “Objects and Policies of Asset Management”).
(5) In order to perform the flexible investment in line with the developments in local
cities, it is proposed to delete the specific names of the “local major cities”
currently set out in the target area section (Paragraph 1 of “Investment Stance” ofAppendix 1 - “Objects and Policies of Asset Management”).
(6) With respect to the trust beneficial interests, for which real properties are the trust
assets, in the portfolio of the Investment Corporation, some leases are performed
under a lease agreement between the trustee of relevant trust and a third party3

with respect to said real properties, and at the same time, some subleases to athird party are performed based on the lease by the Investment Corporation fromthe trustee of relevant trust. In order to clarify the possibility of such lattermethod of investment management, it is proposed to amend the wordings, etc. asnecessary (Paragraph 1 of “Purpose of and Limits on the Lease of Purchased
Assets” of Appendix 1 - “Objects and Policies of Asset Management”).
(7) In addition to the foregoing, in order to add and delete necessary provisions, toamend the expressions and renumber the Articles, as well as to conform to the“Law Concerning Investment Trusts and Investment Corporations”, the“Financial Instruments and Exchange Law”, other applicable laws andregulations, rules of the Investment Trusts Association, Japan, and the Investment
Corporation’s internal rules, it is proposed to make other amendments asnecessary.
2.

Details of Amendments:
The details of the amendments are as follows.

(Amendments are shown with underline.)
Current Provisions
Proposed Amendments
Article 1 (Trade Name)
Article 1 (Trade Name)The Investment Corporation shall be named
The Investment Corporation shall be named
DA Office Toushi Houjin, expressed as DA Daiwa Shoken Office Toushi Houjin, expressed
as Daiwa Office Investment Corporation in
Office Investment Corporation in English.
English.
Article 6 (Matters Pertaining to Handling ofInvestment Units)
Matters pertaining to the types ofcertificates representing investment units issued
by the Investment Corporation, entries orrecords in the register of unitholders (including
the register of beneficial unitholders in thedeposit and clearing system for securities (the“Beneficial Unitholders”) (the “Register ofBeneficial Unitholders”); hereinafter the same),reissuance of such certificates, and otherprocedures as well as the fees therefor shall begoverned by laws and regulations of Japan andthese Articles of Incorporation, as well as theinvestment unit handling regulations stipulatedby the Board of Directors.

Article 6 (Matters Pertaining to Handling ofInvestment Units)
Matters pertaining to entries or records inthe register of unitholders, procedures for the
exercise of unitholders’ rights, and otherprocedures for the handling of investment units
as well as the fees therefor shall be governed bylaws and regulations of Japan and these Articles
of Incorporation, as well as the investment unit
handling regulations stipulated by the Board of
Directors.

Article 8 (Redemption of Investment Units upon
Request of Unitholders)
The Investment Corporation shall notreimburse investment units upon request ofunitholders(includingtheBeneficial
Unitholders; hereinafter the same).

Article 8 (Redemption of Investment Units upon
Request of Unitholders)
The Investment Corporation shall notreimburse investment units upon request ofunitholders.

Article 32 (Policy for Cash Distribution)[Omitted](1) Distribution of Profit

Article 32 (Policy for Cash Distribution)[No amendment](1) Distribution of Profit

4

(i)

Out of the total amount for cash
distribution to unitholders, the amountof profit as stipulated by the Investment
Trust
Law
(the
“Distributable
Amount”) shall be the amount of profits
calculated in accordance with Japanese
GAAP (i.e., the amount obtained bysubtracting (a) the sum of the total
amount of capital contribution, thesurplus funds, the valuation andtranslation adjustments, etc. (the “Total
Capital Contribution, etc.”) from (b) the
total assets less the total liabilities on
the Investment Corporation’s balance
sheet as of the fiscal year end (the “Net
Assets Amount”).

(ii) In making any distribution tounitholders, the Investment Corporation
shall, in principle, distribute the amountexceeding the amount equivalent to
90% of the amount of the distributable
income stipulated in Article 67-15 of
the Special Measures for Taxation Law(the “Distributable Income”).
The Investment Corporation may
accumulate, from the Distributable
Amount, allowance for long-term
repairs, payment reserve, distribution
reserve, as well as similar reserves andallowances, etc., that are deemed to benecessary to maintain and improve thevalue of its invested assets.

(2) Cash Distributions in Excess of Profit
If the Distributable Amount is less than
90% of the amount equivalent to theDistributable Income, or if the Investment
Corporation deems it appropriate, theInvestment Corporation may distribute an
amount determined by it in excess of the
profit up to the amount stipulated in the rulesof The Investment Trusts Association, Japan(the “Association Rules”). Provided that if
the amount of such cash distribution made as
mentioned above does not satisfy theconditions of the special provisions
concerning taxation of investment companies
provided by law, the Investment Corporation
may make cash distribution in an amountdetermined by the Investment Corporation
for the purpose of satisfying such conditions.

5(i)

The amount available for distribution
gained from the asset management
conducted
bytheInvestment
Corporation(the“Distributable
Amount”) shall be the amount of profits
calculated in accordance with Japanese
GAAP (i.e., the amount obtained bysubtracting (a) the sum of the total
amount of capital contribution, thesurplus funds, the valuation andtranslation adjustments, etc. from (b)the total assets less the total liabilities
on the Investment Corporation’sbalance sheet as of the fiscal year end(the “Net Assets Amount”).

(ii) In making any distribution tounitholders, the Investment Corporation
shall, in principle, distribute the amountexceeding the amount equivalent to
90% of the amount of the distributableprofit stipulated in Article 67-15 of theSpecial Measures for Taxation Law (the“Distributable Profit”) (provided thatsuch amount shall be revised if thecalculation of such amount is changed
due to any amendment to relevant laws
and regulations, etc.).
The Investment Corporation may
accumulate, from the Distributable
Amount, allowance for long-term
repairs, payment reserve, distribution
reserve, as well as similar reserves andallowances, etc., that are deemed to benecessary to maintain and improve thevalue of its invested assets.
(2) Cash Distributions in Excess of Profit
If the Distributable Amount is not morethan 90% of the amount equivalent to theDistributable Profit, or if the Investment
Corporation deems it appropriate, theInvestment Corporation may distribute an
amount determined by it in excess of the
profit up to the amount stipulated in the rulesof The Investment Trusts Association, Japan(the “Association Rules”). Provided that if
the amount of such cash distribution made as
mentioned above does not satisfy theconditions of the special provisions
concerning taxation of investment companies
provided by law, the Investment Corporation
may make cash distribution in an amountdetermined by the Investment Corporation
for the purpose of satisfying such conditions.

(3) Method of Cash Distribution
Distributions made pursuant to this
Article shall be made in cash to unitholders
and registered pledgeholders of investment
units who are entered or recorded in the final
register of unitholders as of the fiscal year
end, in proportion to the number ofinvestment units held by each of such
unitholders
andsuch
registeredpledgeholders, and will, in principle, be paid
within three (3) months after the fiscal year
end.

[Newly established](3) Method of Cash Distribution
Distributions made pursuant to this
Article shall be made in cash to unitholders
and registered pledgeholders of investment
units who are entered or recorded in the final
register of unitholders as of the fiscal year
end, in proportion to the number ofinvestment units held by each of such
unitholders and the number of investment
units subject to the registered pledge inrespect of each of such registeredpledgeholders, and will, in principle, be paid
within three (3) months after the fiscal year
end.
Supplementary Provision
1. The amendment to Article 1 (Trade Name)
shall become effective as from September 1,
2010. This supplementary provision shall bedeleted after such effective date.

Appendix 1
Objects and Policies of Asset Management(Objects of Asset Management)
1. [Omitted]
2. [Omitted](1) [Omitted](2) [Omitted](3) [Omitted](4) trust beneficial interests exclusively
entrusting real estate, land lease rights or
superficies (including the cases ofumbrella agreement that entrusts money
concomitant to real estate)(5) [Omitted](6) [Omitted]
3. [Omitted]
4. [Omitted]
5. [Omitted](1) [Omitted](2) [Omitted](3) [Omitted](4) [Omitted](5) [Omitted][Newly established]

Appendix 1
Objects and Policies of Asset Management(Objects of Asset Management)
1. [No amendment]
2. [No amendment](1) [No amendment](2) [No amendment](3) [No amendment](4) trust beneficial interests entrusting realestate, real estate lease rights or
superficies (including the cases ofumbrella agreement that entrusts money
concomitant to real estate)(5) [No amendment](6) [No amendment]
3. [No amendment]
4. [No amendment]
5. [No amendment](1) [No amendment](2) [No amendment](3) [No amendment](4) [No amendment](5) [No amendment](6) carbon dioxide equivalent quotas stipulated
in the Law Concerning Countermeasures
to Global Warming (Law No. 117 of 1998
as amended) or any other similar value, or
emission rights (including emission rights
related to greenhouse gases)(7) beneficial interests in money trusts with the(6) beneficial interests in money trusts with theobjective of investment in the assets listed
objective of investment in the assets listedin (1) through (5) above as the entrustedin (1) through (6) above as the entrusted
assetsassets6(8) in addition to those listed in (1) through (7)(7) in addition to those listed in (1) through (6)above, other rights which is required or
above, other rights which is required ordesirable to be acquired accompanying
desirable to be acquired accompanying
investment in real estate or real estateinvestment in real estate or real estaterelated assets
related assets[Newly established]
6. If securities for which the rights to be
represented by securities under Paragraph 2
of Article 2 of the Financial Instruments andExchange Law are not issued, such rights
shall be deemed as securities and Paragraphs
2 through 5 of this Article shall apply to allof such rights.
(Investment Stance)(Investment Stance)
1. When investing in real estate (including the 1. When investing in real estate (including thereal estate put into a trust as main trust
real estate put into a trust as main trust
property in the case of investments in trust
property in the case of investments in trust
beneficiary rights; hereinafter the same), thebeneficiary rights; hereinafter the same), theInvestment Corporation shall invest in theInvestment Corporation shall invest in thereal estate used primarily as offices, and thereal estate used primarily as offices, and theinvestment territory shall be primarily major
investment territory shall be primarily major
five wards in Tokyo (i.e., Chiyoda-ku, Chuofive wards in Tokyo (i.e., Chiyoda-ku, Chuoku, Minato-ku, Shinjuku-ku and Shibuya-ku),
ku, Minato-ku, Shinjuku-ku and Shibuya-ku),
Tokyo metropolitan district (i.e., Tokyo
Tokyo metropolitan district (i.e., Tokyo
excluding said major five wards, Kanagawa
excluding said major five wards, Kanagawa
Prefecture, Chiba Prefecture and Saitama
Prefecture, Chiba Prefecture and Saitama
Prefecture) and local major cities (i.e., Osaka
Prefecture) and local major cities.
area (which includes Osaka Prefecture,
Kyoto Prefecture and Hyogo Prefecture),
Nagoya area (which includes Aichi
Prefecture and Mie Prefecture), Sapporo
City, Sendai City, Niigata City, Shizuoka
City, Hamamatsu City, Hiroshima City, KitaKyushu City, Fukuoka City, Hakodate City,
Asahikawa City, Aomori City, Morioka City,
Akita City, Koriyama City, Iwaki City,
Utsunomiya City, Toyama City, Kanazawa
City, Nagano City, Gifu City, Nara City,
Wakayama City, Okayama City, Kurashiki
City, Fukuyama City, Shimonoseki City,
Takamatsu City, Matsuyama City, Kochi
City, Kurume City, Nagasaki City,
Kumamoto City, Oita City, Miyazaki Cityand Kagoshima City).
2. [Omitted]
2. [No amendment]
3. [Omitted]
3. [No amendment]
4. [Omitted]
4. [No amendment]
5. [Omitted]
5. [No amendment]
6. [Omitted]
6. [No amendment]

77. The Investment Corporation shall maintain 7. The Investment Corporation shall maintain theratio of the aggregate value of the specified
the ratio of the aggregate value of thereal estate (i.e., real estate, leaseholds of real
specified real estate (i.e., real estate,estate or superficies, or beneficial interests ofleaseholds of real estate, superficies, or
beneficial interests of trusts formed bytrusts formed by entrustment of ownership of
entrustment of real estate, leaseholds of land
real estate, leaseholds of land or superficies,
or superficies, out of all specified assets
out of all specified assets acquired by theacquired by the Investment Corporation) to
Investment Corporation) to the aggregate
the aggregate value of the specified assets
value of the specified assets held by theheld by the Investment Corporation at not
Investment Corporation at not less than 75%.
less than 75%.
[Newly established]

8.

The Investment Corporation shall maintainthe ratio of the aggregate value of the realestate, etc. (i.e., real estate (as specified in (a),(b) and (e) of Item 2 of Paragraph 3 of Article
37 of the Ordinance on Calculation for
Investment Corporations (Cabinet Office
Regulations No. 47 of 2006 as amended)),leaseholds of real estate, assets listed in (f) ofsaid Item, superficies and servitude, as well as
beneficial interests of trusts formed by
entrustment of the foregoing assets) to the total
amount of the assets held by the Investment
Corporation at not less than 70%.
8. The Investment Corporation shall try to make 9. The Investment Corporation shall try to makehigh-level disclosures in aspects of frequency
high-level disclosures in aspects of frequency
and quality, with respect to its management
and quality, with respect to its management
conditions.
conditions.

(Purpose of and Limits on Lease of Purchased (Purpose of and Limits on Lease of Purchased
Assets)Assets)
1. Real estate held by the Investment 1. Real estate held by the Investment
Corporation shall, in principle, be leased
Corporation shall, in principle, be leased
through the conclusion of a lease agreement
through the conclusion of a lease agreementwith a third party. Also, real estate put intowith a third party, and real estate put into
trust as entrusted asset for trust beneficial
trust as entrusted asset for trust beneficial
interests shall, in principle, be leased
interests shall, in principle, be either (i)through the conclusion of a lease agreement
leased through the conclusion of a leasebetween the trust fiduciary and a third party.
agreement between the trust fiduciary and athird party; or (ii) sublet through theconclusion of a sublease agreement between
the Investment Corporation and a third party
after the Investment Corporation enters intoa master lease agreement with the trustee ofsuch trust to lease the relevant real estate.
2. [Omitted]
2. [No amendment]
Appendix 2
Methods, Standards and Record Date for
Evaluation of Assets
1. [Omitted](1) Real estate, real estate lease rights andsuperficies

8

Appendix 2
Methods, Standards and Record Date for
Evaluation of Assets
1. [No amendment](1) Real estate, real estate lease rights andsuperficies

The evaluation value shall be the amountobtained by deducting the accumulated
depreciation from the acquisition price.
The straight-line method of computing
depreciation shall be used for both thebuilding component and the equipment
component. Provided that if there is due
cause rendering straight-line method ofcomputing depreciation is not appropriate,
depreciation may be computed using
another method only when it can bereasonably determined that there are no
problems in light of investor protection,etc.
(2) Trust beneficial interests entrusting realestate, land lease rights or superficies andequity interests in anonymous association(tokumei kumiai)[Omitted](3) Real estate-backed securities
The evaluation value shall be the amountbased on the market price if relevant realestate-backed securities have a market
price (which means a quoted price atrelevant stock exchange, any priceannounced by Japan Securities Dealers
Association or any other organization or
any price established from time to timethrough a trading system that allows
trading and encashment just like thetrading price on the exchange securities
market; hereinafter the same). If there isno market price, the value may beevaluated at the acquisition price.
(4) [Omitted](5) Money claims
The evaluation value shall be the amountobtained by deducting the allowance for bad
debts from the acquisition price. Provided
that if the Investment Corporation has
acquired the relevant claim for a lower orhigher value than the claim amount and if thegap between the acquisition price and theclaim amount is recognized as an interest
adjustment, the evaluation value shall be theamount calculated by deducting theallowance for bad debts from a value
calculated based on the amortized cost
method.
(6) Rights related to derivative transactions

9

The evaluation value shall be the amountobtained by deducting the accumulated
depreciation from the acquisition value.
The straight-line method of computing
depreciation shall be used for both thebuilding component and the equipment
component. Provided that if there is due
cause rendering straight-line method ofcomputing depreciation is not appropriate,
depreciation may be computed using
another method only when it can bereasonably determined that there are no
problems in light of investor protection,etc.
(2) Trust beneficial interests entrusting realestate, real estate lease rights or
superficies and equity interests inanonymous association (tokumei kumiai)[No amendment](3) Real estate-backed securities
The evaluation value shall be the amountbased on the market price if relevant realestate-backed securities have a market
price (which means a quoted price atrelevant stock exchange, any priceannounced by Japan Securities Dealers
Association or any other organization or
any price established from time to timethrough a trading system that allows
trading and encashment just like thetrading price on the exchange securities
market; hereinafter the same). If there isno market price, the value may beevaluated at the acquisition value.
(4) [No amendment](5) Money claims
The evaluation value shall be the amountobtained by deducting the allowance for bad
debts from the acquisition value. Provided
that if the Investment Corporation has
acquired the relevant claim for a lower orhigher value than the claim amount and if thegap between the acquisition value and theclaim amount is recognized as an interest
adjustment, the evaluation value shall be theamount calculated by deducting theallowance for bad debts from a value
calculated based on the amortized cost
method.
(6) Rights related to derivative transactions

The value of debts and credits created by any
derivative transaction listed on any stock
exchange shall be the final price (i.e., theclosing price, or indicative price (i.e., either
the final lowest indicative offer pricepublished or the final highest indicative bid
price published; if both prices are published,
the mid rate shall be used) if there is no
closing price) on the relevant exchange. If
there is no final price on the relevant day, thevalue of such debts and credits shall be thefinal price of the immediately preceding day.
The value of debts and credits created by any
unlisted derivative transaction with noquoted market price shall be the amountequivalent to a market price calculated byusing a reasonable method (if possible). If
it is deemed to be extremely difficult to
calculate a fair value for any derivativetransaction, the evaluation may be made at
the acquisition price.

The value of debts and credits created by any
derivative transaction listed on any stock
exchange shall be the final price (i.e., theclosing price, or indicative price (i.e., either
the final lowest indicative offer pricepublished or the final highest indicative bid
price published; if both prices are published,
the mid rate shall be used) if there is no
closing price) on the relevant exchange. If
there is no final price on the relevant day, thevalue of such debts and credits shall be thefinal price of the immediately preceding day.
The value of debts and credits created by any
unlisted derivative transaction with noquoted market price shall be the amountequivalent to a market price calculated byusing a reasonable method (if possible). If
it is deemed to be extremely difficult to
calculate a fair value for any derivativetransaction, the evaluation may be made at
the acquisition value.

Notwithstanding the foregoing, if the
Notwithstanding the foregoing, if thederivative transaction is considered to be aderivative transaction is considered to be ahedge transaction based on Japanese GAAP,
hedge transaction based on Japanese GAAP,
the hedge accounting may be applied.
the hedge accounting may be applied.
(7) [Omitted](7) [No amendment](8) [Omitted](8) [No amendment]
2. [Omitted]
2. [No amendment]
3. [Omitted]
3. [No amendment]
Appendix 3[Omitted]

Proposal 2:

Appendix 3[No amendment]

Election of One Executive Director

As Mr. Yoshiki Nishigaki, the incumbent Executive Director, tendered his resignationfrom his office upon conclusion of the upcoming unitholders’ meeting, it is proposed toelect one Executive Director.
The term of office of the Executive Director to be elected based on this agenda shall be
two (2) years from August 20, 2010, the date of assumption of office, in accordance withthe provisions of the main text of Paragraph 2 of Article 18 of the Articles ofIncorporation of the Investment Corporation.
Please note that this agenda concerning the election of an Executive Director has been
submitted to the meeting based on the unanimous approval by the Supervisory Directorsof the Investment Corporation at the Board of Directors meeting held on July 13, 2010.

10

The candidate for the Executive Director is as follows.
Name(Date of Birth)

Career Summary
April 1970
January 1990
July 1993

Kazuo Otaka(March 14, 1948)

April 1998
January 1999
June 2001
April 2005
June 2008
June 2010

Number of Investment
Units of the Investment
Corporation Held

Joined Daiwa Securities Co. Ltd. (currently known as
Daiwa Securities Group Inc.)
Named General Manager of International Sales
Department of said company
Named General Manager of Stock Futures Option
Department of said company
Named General Manager of Foreign Products
Department of said company
Named President of Daiwa Europe Limited (currently
known as Daiwa Capital Markets Europe Limited)
Named Managing Director of Daiwa SB Investments
Ltd.
Named Senior Managing Director of said company
Named Statutory Auditor of said company
Resigned from Statutory Auditor of said company

None* The above-mentioned candidate for the Executive Director has no special vested interest in theInvestment Corporation.

Proposal 3:

Election of One Substitute Executive Director

In preparation for any insufficiency for the Investment Corporation in the number of
Executive Directors legally required, it is proposed to elect one substitute Executive
Director in advance.
Please note that this agenda concerning the election of a substitute Executive Director
has been submitted to the meeting based on the unanimous approval by the Supervisory
Directors of the Investment Corporation at the Board of Directors meeting held on July13, 2010.

11

The candidate for the substitute Executive Director is as follows.
Name(Date of Birth)

Career Summary

Yoshiki Nishigaki(January 28, 1969)

April 1992
Joined Cititrust & Banking Corp.
May 2004
Joined K.K. daVinci Advisors
February 2006 Transferred to K.K. daVinci Select (currently known
as Daiwa Real Estate Asset Management Co. Ltd.)March 2007
Named Head of IR & General Planning Departmentof said company
March 2008
Named Representative Director of said company(current position)
November 2008 Named Executive Director of DA Office Investment
Corporation (current position)

Number of Investment
Units of the Investment
Corporation Held

20 units* The above-mentioned candidate for the substitute Executive Director currently performs theoperation of the Investment Corporation as Executive Director. Please note that the abovementioned candidate for the substitute Executive Director will resign from his office as
Executive Director upon conclusion of the upcoming unitholders’ meeting.
* The above-mentioned candidate for the substitute Executive Director currently serves as Vice
President and Representative Director of Daiwa Real Estate Asset Management Co. Ltd.

As for the above-mentioned candidate for the substitute Executive Director, the Board of
Directors of the Investment Corporation may annul the election of such person before theassumption of office by such person.

Proposal 4:

Election of Two Supervisory Directors

Although the term of office of each of the incumbent two Supervisory Directors (i.e.,
Messrs. Takayuki Hiraishi and Hiroshi Sakuma) will expire on October 31, 2010, it isplanned that they will once resign from their respective offices upon conclusion of theupcoming unitholders’ meeting, and it is proposed to elect the same persons to the sameoffices again.
The term of office of the Supervisory Directors to be elected based on this agenda shallbe two (2) years from August 20, 2010, the date of assumption of office, in accordancewith the provisions of the main text of Paragraph 2 of Article 18 of the Articles ofIncorporation of the Investment Corporation.

12

The candidates for the Supervisory Directors are as follows.
Candidate
NumberName(Date of Birth)

Career Summary
April 1992

September 1995
Takayuki Hiraishi(October 16, 1965)

1

September 1996

September 1997
July 2005
Number ofInvestment Units of
the Investment
Corporation Held
Candidate
Number

2

None

Name
(Date of Birth)

Hiroshi Sakuma(January 28, 1959)

Career Summary
April 1983
September 1989
April 1991
September 1995
July 1996
April 1998
May 2000
July 2005

Number ofInvestment Units of
the Investment
Corporation Held

Registered as Attorney-at-law; joined Spring
Partners (formerly known as Okinobu, Ishihara& Sei Law Office)Studied abroad at University of Connecticut
School of Law
Joined Pillsbury Winthrop Shaw Pittman LLP(formerly known as Pillsbury, Madison &Sutro LLP), Los Angeles Office
Returned to Spring Partners (current position)
Named Supervisory Director of the Investment
Corporation (current position)

Joined NEC Corporation
Joined Arthur Andersen
Joined Coopers & Lybrand
Joined Smith Barney Securities Inc.
Joined Salomon Brothers Securities (Asia) Inc.
Established Sakuma CPA Firm (current
position)
Named Director of Just Planning Inc. (current
position)
Named Supervisory Director of the Investment
Corporation (current position)

None* Both of the above-mentioned candidates for the Supervisory Directors currently supervise, as
Supervisory Directors, the overall operation of the Investment Corporation performed by the
Executive Director.
* Mr. Hiroshi Sakuma, out of the above-mentioned candidates for the Supervisory Directors,
heads Sakuma CPA Office.

Proposal 5:

Election of Accounting Auditor

Pursuant to Paragraph 3 of Article 108 of the Law Concerning Investment Trusts andInvestment Corporations, the Investment Corporation appointed KPMG AZSA & Co.
(currently known as KPMG AZSA LLC) as a temporary accounting auditor on April 28,
2010 by a resolution of its Board of Directors meeting and such appointment has beeneffective since then.

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Taking into account such situation, it is proposed to elect the Accounting Auditor at theupcoming unitholders’ meeting.
The candidate for the Accounting Auditor is as follows.
Name
Location of
OfficeHistory

KPMG AZSA LLCAZSA Center Building, 1-2 Tsukudo-cho, Shinjuku-ku, Tokyo
1949

Peat Marwick Mitchell (PMM), Japan office was established inTokyo.
July 1969
Asahi Accounting Firm was established.
July 1985
Asahi Accounting Firm and Shinwa & Co. (established in
December 1974) were merged into Asahi Shinwa & Co.
October 1993 Asahi Shinwa & Co. and Inoue Saito Eiwa Audit Corporation(established in April 1978) were merged into Asahi & Co.
February 2003 KPMG’s audit section became independent from Shinnihon &Co. and established AZSA & Co.
April 2003
Asahi & Co. officially joined KPMG’s member firm.
January 2004 Asahi & Co. and AZSA & Co. were merged into AZSA & Co.,
which remained as KPMG’s member firm.
July 2010
The organization was changed to a limited liability audit
corporation and the name was changed to “Yugen Sekinin
AZSA Kansa Houjin” (which is expressed as KPMG AZSA
LLC in English).

Reference Information:
If any of the proposals submitted to the upcoming unitholders’ meeting are in conflict witheach other, the provisions concerning “deemed approvals” provided for in Paragraph 1 of
Article 93 of the Law Concerning Investment Trusts and Investment Corporation and in
Paragraph 1 of Article 14 of the current Articles of Incorporation of the Investment
Corporation shall not apply to any of such proposals.
Proposals 1 through 5 above include no conflicting proposals.
- End -

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