Attachment
For Translation Purpose Only

(Securities Code: 8955)(Date of issue) August 17, 2023
(Date of commencement of electronic provision measures) August 15, 2023
Dear Our Unitholders
4-16 Yaesu 1-chome, Chuo-ku, TokyoJapan Prime Realty Investment Corporation
Yoshihiro Jozaki, Executive Officer

Notice of Convocation of the 14th General Meeting of Unitholders
Japan Prime Realty Investment Corporation (“JPR”) hereby notifies of the 14th General Meeting of Unitholders(the “General Meeting of Unitholders”) to be held with details as follows.
We sincerely ask unitholders to bear in mind the infection situation of COVID-19 in Japan and also consider factors
such as the state of their own health when deciding whether or not they attend the General Meeting of Unitholders.
Please note the unitholders are entitled to exercise their voting rights in writing even if they do not attend the meeting.
In this case, please read the attached Reference Documents for the General Meeting of Unitholders carefully,
indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that itis received by 5:30 p.m. on Monday, September 4, 2023, Japan time.
In addition, JPR has made the following provisions concerning “deemed affirmative vote” in its Articles ofIncorporation pursuant to Article 93 (1) of the Act on Investment Trusts and Investment Corporations (Act No. 198of 1951, as amended; hereinafter, the “Investment Trust Act”). Accordingly, please keep in mind that if a unitholder
neither attends the General Meeting of Unitholders on the day nor exercises voting rights using the Voting Rights
Exercise Form, such unitholder will be deemed to have voted affirmatively to each of the proposals at the General
Meeting of Unitholders, except in the cases stipulated in Article 13, Paragraph 1 (in parentheses) and Paragraph 3of JPR’s Articles of Incorporation, and the number of voting rights held by such unitholder shall be included in thenumber of voting rights of unitholders present.
Article 13 of the current Articles of Incorporation
1. If a unitholder does not attend a general meeting of unitholders and does not exercise his or her voting right, it
is deemed that the unitholder approves the proposals (excluding proposals that contradict each other when multiple
proposals are submitted) submitted to the general meeting of unitholders.
2. The number of voting rights held by unitholders who are deemed to approve proposals according to theprovision of the preceding paragraph shall be included in the number of voting rights held by the unitholders
present in the relevant general meeting of unitholders.
3. The provisions of the preceding two paragraphs shall not apply to proposals when (1) within two weeks fromthe date on which the Investment Corporation announces submission of the proposals regarding the following
matters to a general meeting of unitholders on its website or the date on which a convenor announces thesubmission through a method equivalent to such, whichever date is earlier, a unitholder who owns 1% or more of
the total investment units issued for a continuous period of six months or longer notifies the Investment
Corporation (when the convenor is one other than the Executive Officer or the Supervising Officer, both theInvestment Corporation and the convenor) of his or her disapproval of the said proposals, or (2) concerning the
proposals regarding the following matters, the Investment Corporation has stated its disapproval of the said
proposals in the convocation notice or announced such on its website.
(1) Appointment or dismissal of Executive Officers or Supervising Officers(2) Conclusion or cancellation of the asset management agreement by the Investment Corporation(3) Dissolution(4) Consolidation of investment units(5) Exemption of liability of the Executive Officers, Supervising Officers, or accounting auditor
4. The provisions of Paragraphs 1 and 2 shall not apply to proposals to amend the Articles of Incorporation
amending this Article.
In the convening of the General Meeting of Unitholders, we will take measures to electronically provide the-1-information contained in the Reference Documents for the General Meeting of Unitholders, etc. (matters subject
to electronic provision measures). We kindly request that you check this information by accessing the following
website of JPR on which the information is posted under “Notice of Convocation of the 14th General Meeting ofUnitholders.”
JPR website
https://www.jpr-reit.co.jp/en/ir/meeting.html
As the information is also posted on the website of the Tokyo Stock Exchange (TSE) shown below, in addition to
the above website, please access the TSE website (Listed Company Search), enter and search for the name of thestock (name of investment corporation) or securities code, and select “Basic Information,” then “Documents for
public inspection/PR information” and then “Notice of General Shareholders Meeting/Notice of General
Unitholders Meeting” to examine the information.
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do? Show=Show(Note:English version of the TSE website (Listed Company Search) is available from the following link:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)
Details
1. Time: 2:00 p.m., Tuesday, September 5, 2023
2. Venue: TSE Hall, Tokyo Stock Exchange 2F, 2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo
3. Meeting Agenda
Proposals to be Resolved:
Proposal 1: Partial amendments to the Articles of Incorporation
Proposal 2: Election of one Executive Officer
Proposal 3: Election of one Substitute Executive Officer
Proposal 4: Election of three Supervising Officers(Requests) When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk to register your attendance.
 If exercising voting rights by proxy on the date of the General Meeting of Unitholders, you may haveone other unitholder with voting rights act as your proxy. In this case, JPR requests that the proxysubmits a document certifying their proxy authority, along with the Voting Rights Exercise Form of
the principal.
Note that persons who are not unitholders of JPR with voting rights, such as a proxy who is not a
JPR’s unitholder or a person accompanying a unitholder, are not allowed to enter the meeting venue.
 If you use the Voting Rights Exercise Form to exercise your voting rights and do not indicate yourapproval or disapproval of each proposal, you will be deemed to have indicated your approval.
 On the day of the General Meeting of Unitholders, Tokyo Realty Investment Management, Inc., JPR’s
asset management company, plans to hold a “Briefing Session on the Asset Management Status ofJPR”. For information about JPR’s performance in the fiscal period ended June 30, 2023, please referto the presentation materials on JPR’s website (https://www.jpr-reit.co.jp/).
(Note: English translation of the presentation materials are available on the English version of JPR’s
website (https://www.jpr-reit.co.jp/en/ ).) If matters subject to electronic provision measures need to be amended, such notice and matters before
and after the amendments will be posted on JPR website and TSE website mentioned above.
 Notice of resolutions will be posted on JPR website after the end of the General Meeting ofUnitholders.
 In light of the infection situation of COVID-19 in Japan, JPR plans to implement the following
measures to ensure the safety of unitholders and prevent the spread of COVID-19. We appreciate yourunderstanding and cooperation.

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Requests to all Unitholders- Unitholders are entitled to exercise their voting rights at the General Meeting of Unitholders inwriting. Therefore, in the interest of safety of unitholders, we request unitholders to consider
exercising their voting rights via the enclosed Voting Rights Exercise Form instead of attending theGeneral Meeting of Unitholders if there are any health concerns.
- We request unitholders who are considering attending the General Meeting of Unitholders to bear inmind the infection situation of COVID-19 on the date of the General Meeting of Unitholders, thestatus of the measures being taken by the government, and the state of your own health, and not totake unnecessary risks.
- We particularly request unitholders who are of an advanced age, pregnant or with underlying healthconditions or any other health concerns to consider refraining from attending the General Meeting ofUnitholders .
Requests to Unitholders Coming to the Venue- Please be advised that unitholders with symptoms such as coughing may be asked not to attend theGeneral Meeting of Unitholders. Please also be advised that anyone who appears to be unwell during
the General Meeting of Unitholders may be spoken to by the meeting’s operations staff and asked toleave the venue.
- We appreciate your understanding that we may take necessary measures other than the above fromthe viewpoint of maintaining order at the General Meeting of Unitholders and preventing the spreadof infection.
Please also be sure to check JPR website (https://www.jpr-reit.co.jp/en/) for any notices concerning
postponement of the General Meeting of Unitholders, venue changes or changes to the measures being
taken which might be posted due a change in the situation in the future.

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Reference Documents for the General Meeting of Unitholders

Proposals and Reference Issues
Proposal 1: Partial amendments to the Articles of Incorporation
1. Reasons for the amendment(1) (Related to Article 10 of the current Articles of Incorporation)
With the enforcement of the amended provisions set forth in Item 3 of the Supplementary Provisions of
the “Act on Arrangement of Relevant Acts Incidental to Enforcement of the Act Partially Amending theCompanies Act” (Act No. 71 of 2019) on September 1, 2022, provisions stating that the information
contained in the reference documents for general meetings of unitholders, etc. shall be electronicallyprovided are deemed to have been established on the same date. In order to clarify this point, amendments
to this effect will be made in JPR’s Articles of Incorporation. In addition, a provision will be added toallow the whole or part of the matters permitted by the Cabinet Office Ordinance out of the matters forwhich electronic provision measures are taken to be not stated in the documents to be delivered tounitholders who have requested delivery of the documents in paper format.
(2) (Related to Article 23 of the current Articles of Incorporation)
With regards to the preparation of Board of Director’s meeting minutes, amendments will be made toenable minutes to be signed electronically for the purpose of improving administrative efficiency,
rationalizing administrative processes and developing a more flexible operating system.
(3) (Related to Article 29 of the current Articles of Incorporation)
With the application of the Accounting Standards Board of Japan (ASBJ) Statement No. 10 “AccountingStandard for Financial Instruments” (including accounting standards, guidance, etc. that were newly
established or revised in relation to it), necessary amendments will be made to the method of asset
valuation.
(4) (Related to Article 39 of the current Articles of Incorporation)
Regarding the asset management fees paid to the asset management company, the following amendments
will be made in light of changes in the environment surrounding the real estate market, etc., for the
purpose of increasing the linkage between asset management fees and unitholders’ interests: (i) part of“Management Fee 1 (asset-linked fee)” will be linked to an evaluation of sustainability indicators in
addition to portfolio asset size; (ii) gain or loss on sale of assets under management will be excluded fromthe basic distributable amount for “Management Fee 3 (distribution-linked fee)” to further increase thelinkage between the fee and income related to rent business, which is recurring income; (iii)“Management Fee 5 (disposition fee)” will no longer be based on the sale price but will instead be a
performance-based fee linked to gain on sale; and (iv) for “Management Fee 4 (acquisition fee)”, thepercentage will be changed for acquisition prices, provided that the existing percentage will be used for
acquisition from related parties.
(5) (Related to Article 41 and Article 42)
In order to ensure that the amendments to the Articles of Incorporation relating to (4) above shall apply
to asset management fees arising on or after January 1, 2024, as well as to take transitional measures on
the calculation of Management Fee 3, supplementary provisions will be established to these effects.
(6) (Related to Article 27 of the current Articles of Incorporation and Paragraph 3 (8) of Attachment 1
thereof)In connection with the introduction of the tax exemption program pertaining to specified tax-exempt
cumulative investment contracts (New NISA), the changes will be made in order to clarify that
distributions and other items related to JPR’s investment units are eligible for the tax exemption program.

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2. Details of amendments
Details of amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation
Proposed Amendments
Article 10 (Convocation)
Article 10 (Convocation)
1. to 4. (Omitted)
1. to 4. (Unchanged)
5. A general meeting of unitholders shall be convened 5. A general meeting of unitholders shall be convened
by issuing public notice of the date of the generalby issuing public notice of the date of the general
meeting of unitholders no later than two months priormeeting of unitholders no later than two months prior
to such a date and notifying unitholders in writing noto such a date and notifying unitholders in writing or
later than two weeks prior to the date of the meeting.
by electromagnetic means as provided for in laws andHowever, any general meeting of unitholders held
regulations no later than two weeks prior to the datewithin 25 months from the date of the precedingof the meeting. However, any general meeting ofgeneral meeting of unitholders held pursuant to theunitholders held within 25 months from the date ofprovisions of paragraph 1 of the Article shall not
the preceding general meeting of unitholders held
require the public notice concerned.
pursuant to the provisions of paragraph 1 of the
Article shall not require the public notice concerned.
(New)
6. When convening a general meeting of unitholders,
The Investment Corporation shall take electronic
provision measures to provide the information
contained in reference documents for general meetingof unitholders.

(New)

7. The Investment Corporation may decide not toinclude the whole or part of the matters specified in
the Cabinet Office Ordinance out of the matters forwhich electronic provision measures are taken in the
documents to be delivered to unitholders who haverequested delivery of the documents in paper format
by the record date of voting rights.
Article 23 (Minutes of the Board of Directors’
Article 23 (Minutes of the Board of Directors’
meetings)
meetings)
Regarding the proceedings of the meeting of the board Regarding the proceedings of the meeting of the boardof directors, a summary of the course of proceedingsof directors, a summary of the course of proceedings
and the results of meetings of the board of directors and and the results of meetings of the board of directors andother matters provided for by laws and regulations shall other matters provided for by laws and regulations shallbe recorded in the minutes, and Executive Officers and be recorded in the minutes, and Executive Officers andSupervising Officers who attend the meeting shall affix Supervising Officers who attend the meeting shall affix
their signatures or their names and seals thereto.
their signatures, their names and seals, or theirelectronic signatures thereto.

-5-Current Articles of Incorporation
Article 29 (Methods, Standards and Record Date ofAsset Valuation)
1. The methods and standards of asset valuation of theInvestment Corporation shall be provided for every
type of assets under management as follows, inprinciple, in accordance with generally accepted
corporate accounting practices.

Proposed Amendments
Article 29 (Methods, Standards and Record Date ofAsset Valuation)
1. The methods and standards of asset valuation of theInvestment Corporation shall be provided for every
type of assets under management as follows, inprinciple, in accordance with generally accepted
corporate accounting standards and practices.

(1)(Omitted)(1)(Unchanged)(2) Beneficiary interests of trusts and silent(2) Beneficiary interests of trusts and silent
partnership equity interests stipulated in 2.(1) ofpartnership equity interests stipulated in 2.(1) of
Attachment 1
Attachment 1
The Investment Corporation shall valuate these
The Investment Corporation shall valuate theseassets based on the value determined as follows: If
assets based on the value determined as follows: If
the assets constituting the trust property are real
the assets constituting the trust property are realestate, leasehold rights in real estate, and surface
estate, leasehold rights in real estate, and surface
rights— valuating them in accordance with therights— valuating them in accordance with thepreceding item; or if the assets constituting thepreceding item; or if the assets constituting thetrust property are financial assets—valuating themtrust property are financial assets—valuating themin accordance with generally accepted corporate
in accordance with generally accepted corporate
accounting standards and practices, and thenaccounting practices, and then subtracting fromthose total amounts the amount of liabilities of thesubtracting from those total amounts the amounttrust, and calculating the proportionate amount ofof liabilities of the trust, and calculating thebeneficiary interests in the trust. Likewise, if the
proportionate amount of beneficiary interests inassets constituting the specified assets (meaning
the trust. Likewise, if the assets constituting thethe Specified Assets defined in Article 2,
specified assets (meaning the Specified Assets
paragraph (1) of the Investment Trusts Act) thatdefined in Article 2, paragraph (1) of theare stipulated in 2.(1)f of Attachment 1
Investment Trusts Act) that are stipulated in 2.(1)f(hereinafter “silent partnership equity interests”)
of Attachment 1 (hereinafter “silent partnershipare real estate, leasehold rights in real estate, andequity interests”) are real estate, leasehold rights
surface rights—valuating them in accordance within real estate, and surface rights—valuating them
the preceding item; or if the assets constituting thein accordance with the preceding item; or if thesilent partnership are financial assets—valuating
assets constituting the silent partnership arethem based on generally accepted corporate
financial assets—valuating them based on
accounting practices, and then subtracting fromgenerally accepted corporate accounting standards
those total amounts the amount of liabilities of theand practices, and then subtracting from thosesilent partnership, and calculating thetotal amounts the amount of liabilities of the silent
proportionate amount of equity interest in thepartnership, and calculating the proportionate
silent partnership.
amount of equity interest in the silent partnership.
(3) Asset-backed securities which principally invest(3) Asset-backed securities which principally invest
in real estate, etc. stipulated in 2.(2) of Attachment
in real estate, etc. stipulated in 2.(2) of Attachment
11
a. Asset-backed securities listed on a financial
The Investment Corporation shall valuate these
instruments exchange
based on market prices; provided, however, that
The Investment Corporation shall valuate thesestocks, etc. that do not have a market value shallusing the value calculated based on the final pricebe valuated at acquisition cost.
on a financial instruments exchange market or
foreign financial instruments market operated by
the financial instruments exchange.
b. Asset-based securities other than a. above
The Investment Corporation shall valuate theseusing a value based on market prices or areasonably calculated value; provided, however,that in the case of preferred securities, theacquisition cost may be used for valuation if there
is no market price or a reasonably calculated
value.

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Current Articles of Incorporation(4) Specified assets stipulated in 2.(3) of Attachment
1 that fall under securities
a. Securities listed on a financial instruments
exchange
The Investment Corporation shall valuate theseusing the value calculated based on the final priceon a financial instruments exchange market or
foreign financial instruments market operated by
the financial instruments exchange.
b. Securities other than a. above
The Investment Corporation shall valuate theseusing a value based on market prices or areasonably calculated value.
(5)(Omitted)(6) Rights relating to derivative transactions that fallunder 2.(3)c. of Attachment 1
a. The Investment Corporation shall valuate
receivables and liabilities arising from derivativetransactions listed on a financial instruments
exchange using the value calculated based on the
final price (the closing price; if there is no closing
price, then the final quotation (lowest publishedsell quotation or highest published buy quotation,or, if both are published, the middle price between
those quotations)) on the financial instruments
exchange. If no final price is available on the date,valuation shall be based on the latest available
final price before such a date.
b. The Investment Corporation shall valuate
receivables and liabilities arising from unlisted
derivative transactions for which there is noestablished market price from a financial
instruments exchange using the value reasonably
calculated to be equivalent to the market price, if
available. Transactions for which it is considered
to be extremely difficult to evaluate a fair value
shall be valued at the acquisition cost; provided,
however, that hedge accounting shall apply tohedge transactions recognized as being conducted
through generally accepted corporate accounting
practices. Interest rate swap special treatment may
apply in order to meet special treatment
requirements for interest rate swaps specified byfinancial instruments accounting standards.
(7) Other
Valuation of assets not provided for above shallbe in accordance with generally accepted
corporate accounting practices.

Proposed Amendments(4) Specified assets stipulated in 2.(3) of Attachment
1 that fall under securities
Securities categorized as held-to-maturity bonds
shall be valuated at their acquisition cost. Thosecategorized as available-for-sale securities arevaluated at their market prices; provided,
however, that stocks, etc. that do not have amarket value shall be valuated at acquisition cost.

(5)(Unchanged)(6) Rights relating to derivative transactions that fallunder 2.(3)c. of Attachment 1
The Investment Corporation shall valuate net
receivables and liabilities arising from derivativetransactions based on market prices; provided,
however, that hedge accounting shall apply tohedge transactions recognized as being conducted
through generally accepted corporate accounting
standards and practices. Interest rate swap special
treatment may apply in order to meet special
treatment requirements for interest rate swaps
specified by financial instruments accounting
standards.

(7) Other
Valuation of assets not provided for above shallbe in accordance with generally accepted
corporate accounting standards and practices.

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Current Articles of Incorporation
Proposed Amendments
2. If valuation is carried out by a method that differs
2. If valuation is carried out by a method that differsfrom paragraph 1 for the purpose of listing value infrom paragraph 1 for the purpose of listing value in
asset management reports, etc., the following shallasset management reports, etc., the following shallapply.
apply.
(1)(Omitted)(1)(Unchanged)(2) Beneficiary interests of trusts and silent(2) Beneficiary interests of trusts and silent
partnership equity interest
partnership equity interest
The Investment Corporation shall valuate these
The Investment Corporation shall valuate theseassets based on the value determined as follows: If
assets based on the value determined as follows: If
the assets constituting the trust property are real
the assets constituting the trust property are realestate, leasehold rights in real estate, and surface
estate, leasehold rights in real estate, and surface
rights— valuating them in accordance with therights— valuating them in accordance with thepreceding item; or if the assets constituting thepreceding item; or if the assets constituting thetrust property are financial assets—valuating themtrust property are financial assets—valuating themin accordance with generally accepted corporate
in accordance with generally accepted corporate
accounting standards and practices, and thenaccounting practices, and then subtracting fromthose total amounts the amount of liabilities of thesubtracting from those total amounts the amounttrust, and calculating the proportionate amount ofof liabilities of the trust, and calculating thebeneficiary interests in the trust. Likewise, if the
proportionate amount of beneficiary interests inassets constituting the silent partnership equity
the trust. Likewise, if the assets constituting theinterests are real estate, leasehold rights in realsilent partnership equity interests are real estate,estate, and surface rights—valuating them inleasehold rights in real estate, and surface rights—
accordance with the preceding item; or if thevaluating them in accordance with the preceding
assets constituting the silent partnership are
item; or if the assets constituting the silent
financial assets—valuating them based on
partnership are financial assets—valuating themgenerally accepted corporate accounting practices,
based on generally accepted corporate accounting
and then subtracting from those total amounts thestandards and practices, and then subtracting fromamount of liabilities of the silent partnership, andthose total amounts the amount of liabilities of thecalculating the proportionate amount of equity
silent partnership, and calculating theinterest in the silent partnership.
proportionate amount of equity interest in thesilent partnership.
3.
(Omitted)
3.
(Unchanged)
Article 39 (Asset Management Fees for the Asset
Article 39 (Asset Management Fees for the AssetManagement Company)
Management Company)
The asset management fee for the asset
The asset management fee for the asset
management company of the Investment
management company of the Investment
Corporation shall consist of Management Fee 1,
Corporation shall consist of Management Fee 1,
Management Fee 2, Management Fee 3,
Management Fee 2, Management Fee 3,
Management Fee 4 and Management Fee 5, eachManagement Fee 4 and Management Fee 5, eachof which shall be of the following specific amountof which shall be of the following specific amountor calculation method and payment date. The asset
or calculation method and payment date. The asset
management fee shall be paid by the method ofmanagement fee shall be paid by the method oftransfer to the bank account designated by thetransfer to the bank account designated by the asset
asset management company.
management company.

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Current Articles of Incorporation
Type of Fee
Management
Fee 1

Proposed Amendments

Amount (calculation method of fee
amount) / Payment timing(Calculation method of fee
amount)Total acquisition price × 0.05%(rounded down to the nearest yen)Type of Fee
Management
Fee 1

Amount (calculation method of fee
amount) / Payment timing(Calculation method of fee
amount)
The amount is the total of thevalues in (1) to (4) below (eachrounded down to the nearest yen).
(1) Total acquisition price ×
0.045%(2) Total acquisition price ×
0.002% × multiplier determinedbased on Table 1(3) Acquisition price of eachportfolio asset × 0.001% ×
multiplier determined based on
Table 2
(4) Total acquisition price ×
0.001% × multiplier determinedbased on Table 3* Total acquisition price means thetotal amount of the acquisition
prices of portfolio assets at theend of the immediately preceding
fiscal period (excludes
consumption tax, local
consumption tax or expenses
associated with the acquisition).

* Acquisition price means theacquisition price of eachportfolio asset at the end of theimmediately preceding fiscal
period (excludes consumption
tax, local consumption tax or
expenses associated with theacquisition). Total acquisition
price means the total amount of
the acquisition prices of portfolio
assets at the end of theimmediately preceding fiscal
period.
* The multipliers in each tableshall be determined based on
information as of the end of theimmediately preceding fiscal
period.

* If the relevant period of
operations is less than 6 months,
the fee is prorated based on theactual number of days in the
period.

* If the relevant period of
operations is less than 6 months,
the fee is prorated based on theactual number of days in the
period.

-9-Current Articles of Incorporation

Proposed Amendments
Table 1

Multiplier1+
percentageofreductioningreenhouse
gas
(GHG)
emissions

Percentage of reduction ingreenhouse gas emissions = ((a) –(b)) / (a), rounded off to the third
decimal place(a): The Investment Corporation’sannual greenhouse gas emissions in2019 (t-CO₂: Scope 1 + Scope 2(market-based))(b): The Investment Corporation’sannual greenhouse gas emissions
for the most recent year as of theend of the immediately preceding
fiscal period (t-CO₂: Scope 1 +Scope 2 (market-basis))* Greenhouse gas emissions usedfor (b) shall be annual emissions
for the most recent year for which
third-party assurance is complete
as of the end of the immediately
preceding fiscal period.
Table 2

1.1

★
★
★
★
★
or S

1.0

★
★
★
★
or A

Multiplier★
★
★

or B+ or lower(includes uncertified assets andland with leasehold interest)

DBJ
Green
Building
Certification
CASBEE
Certification forReal Estate
BELS
Certification

1.2

The multiplier shall be determinedbased on the highest rating foreach portfolio asset among theabove certifications (if any
portfolio asset is made up ofmultiple structures and the ratings
differ for each structure, the ratingof the structure with the largest
area is applied; and if anadditional acquisition has been
made in the immediately
preceding period of operations, therating for the already owned area
is applied to the additionallyacquired area as well) .

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Current Articles of Incorporation

Proposed Amendments
Table 3
★

★
★

★
★
★

★
★
★
★

★
★
★
★
★

0.8

0.9

1.0

1.1

1.2

GRESB
Real
EstateAssessment

Multiplier* If a multiplier cannot be
obtained for reasons attributable
to the rating agency such as its
failure to carry out a rating, themultiplier used in the mostrecent calculation period shall be
used in the calculation. If amultiplier cannot be obtained forreasons attributable to theInvestment Corporation such as
its refusal to participate in a
rating, the lowest multiplier inTable 3 shall be used in thecalculation.
(Payment timing)
Within three months after the endof each fiscal period(Payment timing)
Within three months after the endof each fiscal period
Management
Fee 2Management
Fee 3(Omitted)(Calculation method of fee
amount)Distributable base amount × 3.8%
× Rate of fluctuation of
distributable base amount per unit
(Distributable base amount perunit for the relevant period of
operations ÷ Average distributablebase amount per unit for the threemost recent periods of operations
excluding the relevant period of
operations) (rounded down to thenearest yen)
* Distributable base amountmeans income before income
taxes, before deduction ofManagement Fee 3 andnondeductible consumption
taxes in the relevant period of
operations that is determined in
the accounting period and it
includes gain or loss on sale ofassets under management.

Management
Fee 2Management
Fee 3(No change)(Calculation method of fee
amount)Distributable base amount × 3.8%
× Rate of fluctuation of
distributable base amount per unit
(Distributable base amount perunit for the relevant period of
operations ÷ Average distributablebase amount per unit for the threemost recent periods of operations
excluding the relevant period of
operations) (rounded down to thenearest yen)
* Distributable base amountmeans income before income
taxes, before deduction ofManagement Fee 3 andnondeductible consumption
taxes in the relevant period of
operations that is determined in
the accounting period (it does
not include gain or loss on sale,gain on exchange or loss on
exchange, or other gain or loss
related to the transfer of
portfolio assets).

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Current Articles of Incorporation* Distributable base amount perunit is calculated by dividing
the distributable base amountby the total number of units at
the end of each period of
operations (if the Investment
Corporation acquires treasury
investment units and holds
treasury investment units yet to
be disposed of or cancelled at
the end of each period of
operations, excluding suchtreasury investment units heldby the Investment Corporation).
* If either of the circumstances
described below took effect in
the four most recent periods ofoperation including the relevant
period of operations and thetotal number of outstanding
investment units increased or
decreased, the total number ofoutstanding investment units at
the end of each of the four mostrecent periods of operation
including the relevant period of
operations shall be adjusted to
exclude the impact of suchincrease or decrease on the
distributable base amount perunit.
(i) Consolidation or split ofinvestment units
A consolidation or split ofinvestment units which took
place in the four mostrecent periods of operations
including the relevant
period of operations towhich the effective date of
the consolidation or split
belongs shall be deemed tohave taken effect at the
beginning of the four mostrecent periods of operations
including the relevant
period of operations and thetotal number of outstanding
investment units at the endof each of the periods ofoperations shall be adjusted
accordingly.
(ii) Issuance of new investment
units upon the exercise ofinvestment unit options
allotted without
contribution to unitholders- 12 -

Proposed Amendments* Distributable base amount perunit is calculated by dividing
the distributable base amountby the total number of units at
the end of each period of
operations (if the Investment
Corporation acquires treasury
investment units and holds
treasury investment units yet to
be disposed of or cancelled at
the end of each period of
operations, excluding suchtreasury investment units heldby the Investment Corporation).
* If either of the circumstances
described below took effect in
the four most recent periods ofoperation including the relevant
period of operations and thetotal number of outstanding
investment units increased or
decreased, the total number ofoutstanding investment units at
the end of each of the four mostrecent periods of operation
including the relevant period of
operations shall be adjusted to
exclude the impact of suchincrease or decrease on the
distributable base amount perunit.
(i) Consolidation or split ofinvestment units
A consolidation or split ofinvestment units which took
place in the four mostrecent periods of operations
including the relevant
period of operations towhich the effective date of
the consolidation or split
belongs shall be deemed tohave taken effect at the
beginning of the four mostrecent periods of operations
including the relevant
period of operations and thetotal number of outstanding
investment units at the endof each of the periods ofoperations shall be adjusted
accordingly.
(ii) Issuance of new investment
units upon the exercise ofinvestment unit options
allotted without
contribution to unitholders

Current Articles of Incorporation
The number of units that isequal to the number
obtained when the increasein the number of investment
units due to such issuanceof new investment units is
multiplied by thepercentage obtained when
the amount paid in per unit
upon exercise of theinvestment unit options isdivided by the market priceper unit (hereinafter in thisparagraph referred to as the“number of units deemed tohave been issued at market
price”) shall be deemed tohave been issued at market
price; and the number ofunits obtained when the
Number of Units Deemed
to Have Been Issued atMarket Price is subtracted
from the increase in thenumber of investment units
upon such exercise ofinvestment unit options
shall be deemed to be anincrease resulting from asplit of investment units andthe earlier provision in (i)shall apply.
* Rate of fluctuation of
distributable base amount perunit shall be no less than 80%
and up to 120%.

Proposed Amendments
The number of units that isequal to the number
obtained when the increasein the number of investment
units due to such issuanceof new investment units is
multiplied by thepercentage obtained when
the amount paid in per unit
upon exercise of theinvestment unit options isdivided by the market priceper unit (hereinafter in thisparagraph referred to as the“number of units deemed tohave been issued at market
price”) shall be deemed tohave been issued at market
price; and the number ofunits obtained when the
Number of Units Deemed toHave Been Issued at Market
Price is subtracted from theincrease in the number ofinvestment units upon such
exercise of investment unit
options shall be deemed to
be an increase resulting
from a split of investment
units and the earlier
provision in (i) shall apply.

(Payment timing)
Within three months after the endof each fiscal period(Payment timing)
Within three months after the endof each fiscal period- 13 -* Rate of fluctuation of
distributable base amount perunit shall be no less than 80%
and up to 120%.

Current Articles of Incorporation
Management
Fee 4

Proposed Amendments(Calculation method of fee
amount)Amount equivalent to 0.5% of theacquisition price (excluding
consumption tax, local
consumption tax and expenses
associated with the acquisition)(rounded down to the nearest yen)in the case where the Investment
Corporation has acquired realestate, etc. or asset-backed
securities which principally invest
in real estate, etc. stipulated in 2.
of Attachment 1 (hereinafterreferred to as “real estate-related
assets”)

Management
Fee 4

If the asset management company
has conducted an investigation andvaluation of assets, etc. held by thecounterparty to a consolidationtype merger or absorption-typemerger involving the Investment
Corporation (including when theInvestment Corporation is thesurviving corporation in anabsorption-type merger and when
it is the corporation dissolved in
an absorption-type merger. The
same shall apply hereinafter)(hereinafter referred to collectively
as a “merger”) or other services
related to the merger for theInvestment Corporation and themerger takes effect, the amountequal to 0.5% of the total
valuation amount as of the datethat the merger takes effect of
those real estate-related assets heldby the investment corporation
established by the consolidationtype merger, or by the investment
corporation surviving theabsorption-type merger out of
those held by the counterparty ofthe merger (rounded down to thenearest yen).

(Calculation method of fee
amount)Amount equivalent to 1.0% (or0.5% in the case of acquisition
from a related party as defined in
the Board of Directors’Regulations) of the acquisition
price (excluding consumption tax,
local consumption tax and
expenses associated with theacquisition) (rounded down to thenearest yen) in the case where theInvestment Corporation has
acquired real estate, etc. or assetbacked securities whichprincipally invest in real estate,etc. stipulated in 2. of Attachment
1 (hereinafter referred to as “realestate-related assets”)
If the asset management company
has conducted an investigation andvaluation of assets, etc. held by thecounterparty to a consolidationtype merger or absorption-typemerger involving the Investment
Corporation (including when theInvestment Corporation is thesurviving corporation in anabsorption-type merger and when
it is the corporation dissolved in
an absorption-type merger. The
same shall apply hereinafter)(hereinafter referred to collectively
as a “merger”) or other services
related to the merger for theInvestment Corporation and themerger takes effect, the amountequal to 0.5% of the total
valuation amount as of the datethat the merger takes effect of
those real estate-related assets heldby the investment corporation
established by the consolidationtype merger, or by the investment
corporation surviving theabsorption-type merger out of
those held by the counterparty ofthe merger (rounded down to thenearest yen).

(Payment timing)
By the end of the month following
the month to which the date ofacquisition (or the effective date of
the merger in the case of merger)
belongs(Payment timing)
By the end of the month following
the month to which the date ofacquisition (or the effective date of
the merger in the case of merger)
belongs- 14 -

Current Articles of Incorporation
Management
Fee 5

Proposed Amendments(Calculation method of fee
amount)Amount equal to 0.5% of the saleprice (excluding consumption tax,
local consumption tax and
expenses associated with the sale)(rounded down to the nearest yen)in the case where the Investment
Corporation sold a real estaterelated asset.
Management Fee 5 shall not arise,
however, if the sale of the relevant
real estate-related asset would
result in a loss on sale after
deduction of the amount equal toManagement Fee 5 calculated inaccordance with the foregoing.

(Payment timing)
By the end of the month following
the month to which the sale datebelongs- 15 -

Management
Fee 5(Calculation method of fee
amount)Amount equal to 12.5% of thegain on sale of real estate, etc.
(rounded down to the nearest yen)
* Gain on sale of real estate, etc.
means the amount obtained in
the event of the sale of a realestate-related asset when thebook value at the time of saleand sale expenses before
recognition of Management Fee
5 are deducted from the saleprice. Management Fee 5 does
not arise if this amount isnegative. The fee amount iscalculated for each asset sold.
* The amount obtained when thesale price is multiplied by 0.5%
shall be the minimum fee andthe fee amount shall bewhichever is larger out of theamount calculated inaccordance with the above andthe minimum fee, provided
that, if the minimum fee isapplied, the fee shall not exceed
the gain on sale of real estate,etc.
(Payment timing)
Within three months after the endof each fiscal period¥

Current Articles of Incorporation
(New)
(New)

Proposed Amendments
Chapter 11. Supplementary Provisions
Article 41 (Effective Date)
The amendments to the Articles of Incorporation
relating to Article 39 based on the resolution of thegeneral meeting of unitholders on September 5, 2023
shall take effect on January 1, 2024 and shall apply toasset management fees arising on or after January 1,
2024. This Article shall be deleted after the amendment
takes effect.

(New)

Article 42 (Transitional Measure for the Calculation ofManagement Fee 3)
If fiscal periods up to the fiscal period ending
December, 2023 are included in the calculation of therate of fluctuation of distributable base amount per unitthat is used in the calculation method of Management
Fee 3 provided for in Article 39 after the amendment
based on the resolution of the general meeting ofunitholders on September 5, 2023 (hereinafter, the“Amendment”), the distributable base amount that has
been recalculated in accordance with Article 39 after
the Amendment shall be used when calculating theasset management fee for the asset managementcompany for such period of operation. This Article shallbe deleted on December 31, 2025.

Attachment 1 Asset management targets and policies
1. to 2. (Omitted)
3. (1) to (7) (Omitted)(8) The Investment Corporation shall invest in rights
relating to derivative transactions stipulated in
2.(3)c. above only for the purpose of hedging
interest rate risk and other risk arising from theliabilities of the Investment Corporation.

Attachment 1 Asset management targets and policies
1. to 2. (Unchanged)
3. (1) to (7) (Unchanged)(8) The Investment Corporation shall invest in rights
relating to derivative transactions stipulated in
2.(3)c. above only for the following purposes: torealize the same profits and losses as if theInvestment Corporation held the underlying assets;
to mitigate price fluctuation risk and interest raterisk associated with the assets and liabilities of theInvestment Corporation; and to mitigate currency
risk associated with the assets and liabilities of theInvestment Corporation through the use of foreignexchange futures.

- 16 -

Proposal 2: Election of one Executive Officer
Executive Officer Yoshihiro Jozaki has notified his intention to resign at the conclusion of the General Meeting ofUnitholders. Accordingly, JPR requests the election of one Executive Officer.
Pursuant to the proviso of Article 20, Paragraph 1 of the current Articles of Incorporation, the term of office of the
Executive Officer elected by this proposal shall be from September 5, 2023 when he assumes office until theconclusion of a general meeting of unitholders, at which the election of an Executive Officer is proposed, that isheld within 30 days from the day following the date on which two years have elapsed since the election.
This proposal is a proposal that was submitted with the unanimous consent of the Supervising Officers at the Boardof Directors’ meeting held on July 21, 2023.
The candidate for Executive Officer is as follows.
Name(Date of Birth)

Brief Biography
Jan. 2020
Sep. 2019
Apr. 2017
Apr. 2017
Apr. 2017
Oct. 2015

Yoshihiro Jozaki(October 22, 1960)

Mar. 2014
Mar. 2012
Mar. 2008
Jul. 2000

Jul. 1998

Jan. 1989
Apr. 1984

Transferred to Tokyo Realty Investment Management, Inc.
as the President and CEO (currently held position)
Appointed as Executive Officer of JPR (currently held
position)
Appointed as President and CEO of Tokyo Realty
Investment Management, Inc.
Seconded to Tokyo Realty Investment Management, Inc.
Appointed as Managing Officer of Tokyo Tatemono Co.,Ltd.
Appointed as Managing Officer, Head of Kansai Branchand General Manager, Project Management (Kansai) of
Tokyo Tatemono Co., Ltd.
Appointed as Managing Officer and Head of Kansai
Branch of Tokyo Tatemono Co., Ltd.
Appointed as Head of Kansai Branch of Tokyo Tatemono
Co., Ltd.
Appointed as Head of Kyushu Branch of Tokyo Tatemono
Co., Ltd.
Seconded to Tokyo Tatemono Real Estate Sales Co., Ltd.
and appointed as Deputy General Manager, Business
Planning Office and Group Leader, Multimedia Marketing
Group
Seconded to Tokyo Tatemono Property Management Co.,
Ltd. (currently Tokyo Tatemono Co., Ltd.) and appointed
as General Manager, Sales and Marketing Department
Joined Tokyo Tatemono Co., Ltd.
Joined Shuwa Corporation

Number of
Owned Units of
JPR

0

Note:The candidate Yoshihiro Jozaki concurrently serves as the President and CEO of Tokyo Realty Investment
Management, Inc.
With the exception of the above, there is no special interest between the candidate and JPR.
JPR has concluded a directors and officers liability insurance contract with an insurance company. The
insurance policy will cover compensation for some or all damages incurred by Executive Officers if they areheld liable for damages in connection with the execution of their duties or if compensation is claimed againstthem for damages arising from the execution of their duties. If election of the above candidate for Executive
Officer is approved, he will be covered by this insurance contract. JPR also intends to renew the policy withthe same content at next renewal.

- 17 -

Proposal 3: Election of one Substitute Executive Officer
JPR requests the election of one Substitute Executive Officer in case the number of Executive Officers falls shortof the number stipulated in laws and regulations. Pursuant to this proposal, the period during which the resolution
regarding the election of the Substitute Executive Officer remains effective will expire at the expiration of the termof office of the Executive Officer pursuant to Proposal No. 2, in accordance with the provisions of Article 20,
Paragraph 3 of the current Articles of Incorporation.
This proposal is a proposal that was submitted with the unanimous consent of the Supervising Officers at the Boardof Directors’ meeting held on July 21, 2023.
The candidate for Substitute Executive Officer is as follows.
Name(Date of Birth)

Brief Biography
Feb. 2023

Mar. 2020

Apr. 2017
Apr. 2017
Mar. 2015
Yoshinaga Nomura(November 14, 1964)

Jan. 2015
Jan. 2011
Jul. 2007
Oct. 2004

Oct. 2000
Apr. 1987

Appointed as Director and General Manager, Finance andAdministration Division and CFO (currently held position)of Tokyo Realty Investment Management, Inc.
Appointed as Director and Chief Financial Officer andChief Administrative Officer of Tokyo Realty Investment
Management, Inc.
Appointed as Director and Chief Financial Officer ofTokyo Realty Investment Management, Inc.
Seconded to Tokyo Realty Investment Management, Inc.
Appointed as General Manager, Corporate
Communications Department of Tokyo Tatemono Co.,Ltd.
Appointed as Group Leader, Finance Group, Finance
Department of Tokyo Tatemono Co., Ltd.
Appointed as Group Leader, Finance 2 Group, Finance
Department of Tokyo Tatemono Co., Ltd.
Appointed as Group Leader, Investment Services
Department of Tokyo Tatemono Co., Ltd.
Appointed as General Manager (Investment Group &Research Group), Investment Management Division ofTokyo Realty Investment Management, Inc.
Seconded to Tokyo Realty Investment Management, Inc.
Joined Tokyo Tatemono Co., Ltd.

Number of
Owned Units of
JPR

1

Note:The candidate Yoshinaga Nomura concurrently serves as Director and General Manager, Finance andAdministration Division and CFO of Tokyo Realty Investment Management, Inc.
With the exception of the above, there is no special interest between the candidate and JPR.
JPR has concluded a directors and officers liability insurance contract with an insurance company. The
insurance policy will cover compensation for some or all damages incurred by Executive Officers if they areheld liable for damages in connection with the execution of their duties or if compensation is claimed againstthem for damages arising from the execution of their duties. If the above candidate for substitute Executive
Officer assumes office as Executive Officer, he will be covered by this insurance contract. JPR also intends
to renew the policy with the same content at next renewal.

- 18 -

Proposal 4: Election of three Supervising Officers
Three Supervising Officers Masato Denawa, Nobuhisa Kusanagi and Konomi Ikebe notified their intention to resign
at the conclusion of the General Meeting of Unitholders. Accordingly, JPR requests the election of three Supervising
Officers.
Pursuant to the proviso of Article 20, Paragraph 1 of the current Articles of Incorporation, the term of office of theSupervising Officers elected pursuant to this resolution shall be from September 5, 2023, when they assume office,until the conclusion of a general meeting of unitholders, at which the election of Supervising Officers is proposed,that is held within 30 days from the day following the date on which two years have elapsed since the election.
The candidates for Supervising Officer are as follows.
Candidate
No.

Name(Date of Birth)

Brief Biography
Jun. 2021
Feb. 2021

Jun. 2015
Apr. 2011

Apr. 2009

1

Masato Denawa(February 5, 1964)

Sep. 2007
Jul. 2007
Feb. 2005
Apr. 2002
Jun. 2000
Jan. 1999
Apr. 1990

Outside Auditor, BML, Inc. (currently held
position)
Member of Accident Compensation
Examination Commission, Supreme Court ofJapan (currently held position)
Outside Auditor of Ichikawa Co., Ltd.
(currently held position)
Practicing-attorney-professor for civil
advocacy, The Legal Training and ResearchInstitute of Japan, Supreme Court of Japan
Adjunct professor (part-time) at Keio
University Law School (Advanced
Commercial Law)
Supervising Officer of JPR (currently held
position)
Director of Advicelink Co., Ltd. (currently
held position)
Outside Auditor of Ulvex Inc.
Adjunct professor (part-time) at Keio
University Faculty of Law (Civil law practice)
Outside Auditor of Kinkan Co., Ltd.
Partner of Okinobu, Ishihara & Sei Law Office(currently held position)
Registered with Daiichi Tokyo Bar
Association
Joined Okinobu & Ishihara Law Office(current: Spring Partners)- 19 -

Number of
Owned Units of
JPR

0Candidate
No.

Name
(Date of Birth)

Brief Biography
Feb. 2020

May 2016
Sep. 2015
2

Nobuhisa Kusanagi(December 10, 1966)

Oct. 2009

Apr. 2008
Sep. 2007
Oct. 1996
Apr. 1989

Representative of Nobuhisa
Kusanagi Certified Public Accountant
Office (currently held position)
Auditor of Firefighters’ Association of Chiba
Prefecture (currently held position)
Supervising Officer of JPR (currently held
position)Group Representative Partner of GYOSEICertified Public Tax & Accountants’ Co.
(currently held position)
Joined GYOSEI Co.
Joined Frontier Management Inc.
Joined Chuo Audit Corporation
Joined Kinki Nippon Tourist Co., Ltd.

- 20 -

Number of
Owned Units of
JPR

0Candidate
No.

Name
(Date of Birth)

Brief Biography
Apr. 2023

Sep. 2021
Mar. 2021

Oct. 2020
Oct. 2017

Jun. 2016
3

Konomi Ikebe(August 31, 1957)

May 2015

Apr. 2014

Mar. 2011
Apr. 2010
Apr. 2008

Feb. 2003
Sep. 1986

Grand Fellow of the Chiba University
Graduate School of Horticulture (currently
held position)
Supervising Officer of JPR (currently held
position) (currently held position)
Vice-chairperson of Subcommittee on
Sustainable Investment of the Panel on
Environmental Policy/Environmental Planningunder the Environmental Science Committeeof the Science Council of Japan (currently held
position)
Member of Science Council of Japan(currently held position)
Expert Member of Study Group on the
Promotion of Regional Collaborative
Conservation Activities for Biodiversity
Director of Japan Greenery Research andDevelopment Center (currently held position)
Member of The Environmental Impact
Assessment Council of the Tokyo
Metropolitan Government
Member of Council for Infrastructure (Urban
Planning) of the Ministry of Land,
Infrastructure, Transport and Tourism(currently held position)
Professor at Graduate School of Horticulture,
Chiba University
Director of The City Planning Institute ofJapan
Expert Member of Architectural Planning and
Design Committee of Architectural Institute ofJapan (currently held position)
Joined NLI Research Institute
Joined STB Research Institute Co., Ltd.
(current: Sumitomo Mitsui Trust ResearchInstitute Co., Ltd.)- 21 -

Number of
Owned Units of
JPR0Note:Candidate Masato Denawa concurrently serves as Partner of Spring Partners, Director of Advicelink, Co.,
Ltd., Outside Corporate Auditor of Ichikawa Co., Ltd., Member of the Supreme Court Accident Compensation
Examination Commission, and Outside Auditor of BML, Inc.
Candidate Nobuhisa Kusanagi concurrently serves as Group Representative Partner of GYOSEI Certified
Public Tax & Accountants’ Co., Auditor of Chiba Prefecture Firefighters’ Association, and Representative ofNobuhisa Kusanagi Certified Public Accountant Office.
Candidate Konomi Ikebe concurrently serves as Expert Member of Architectural Planning and Design
Committee of the Architectural Institute of Japan, Grand Fellow of the Chiba University Graduate School of
Horticulture, Member of Council for Infrastructure (Urban Planning) of the Ministry of Land, Infrastructure,
Transport and Tourism, Director of Japan Greenery Research and Development Center, Member of the
Science Council of Japan, and Vice-chairperson of Subcommittee on Sustainable Investment of the Panel on
Environmental Policy/Environmental Planning under the Environmental Science Committee of the Science
Council of Japan.
There is no special interest between the candidates and JPR.
JPR has concluded a directors and officers liability insurance contract with an insurance company. The
insurance policy will cover compensation for some or all damages incurred by Supervising Officers if they
are held liable for damages in connection with the execution of their duties or if compensation is claimed
against them for damages arising from the execution of their duties. If election of each of the above candidates
for Supervising Officer is approved, each of the above candidates for Supervising Officer will be covered bythis insurance contract. JPR also intends to renew the policy with the same content at next renewal.

- 22 -

Other Reference Information
If among the proposals submitted at the General Meeting of Unitholders there is a proposal the import of whichconflicts with that of another proposal, the provisions governing “deemed affirmative vote” provided for in Article
13 of JPR’s current Articles of Incorporation and Article 93, Paragraph 1 of the Investment Trusts Act will not apply
to either proposal.
None of the proposals set out above as Proposal No. 1, Proposal No. 2, Proposal No. 3, and Proposal No. 4
correspond to such a proposal of conflicting import.
Regarding Proposal No. 2, Proposal No. 3, and Proposal No. 4 to which Article 13, Paragraph 3 of JPR’s current
Articles of Incorporation apply, no notification expressing opposition to any of the proposals had been received
from a minority unitholder as of July 21, 2023. If notification expressing opposition to Proposal 2, Proposal 3 or
Proposal 4 is received from a minority unitholder during the two-week period starting July 21, 2023, the provisions
on “deemed affirmative vote” shall not be applied to such proposal. If notification expressing opposition to Proposal
2, Proposal 3 or Proposal 4 is received from a minority unitholder during such period, a statement to this effect anda statement to the effect that the provisions on “deemed affirmative vote” will not be applied to such provision will
be posted on JPR website.
End
This English language notice is a translation of the Japanese language notice dated July 21, 2023 and was preparedsolely for the convenience and reference of overseas investors.
Neither JPR nor Tokyo Realty Investment Management, Inc. makes any warranty as to its accuracy or completeness.

- 23 -