January 4, 2011
To Our Investors
Taisuke Miyajima
Executive Director
Kenedix Realty Investment Corporation
2-2-9 Shimbashi, Minato-ku, Tokyo

Notice Concerning the Fifth General Meeting of Unitholders

You are cordially invited to attend the Fifth General Meeting of Unitholders of Kenedix Realty Investment
Corporation. The Meeting will be held as described below.
If you are unable to attend the Meeting, you can exercise your voting rights in writing. Please review the“Reference Documents for the Fifth General Meeting of Unitholders” mentioned below, vote on the proposals in theenclosed Voting Rights Exercise Form, and return it by no later than 5:00 p.m. January 19, 2011 (Wednesday).
In addition, the Investment Corporation established the provision of “deemed approval” in Article 15 of the current
Articles of Incorporation pursuant to Article 93.1, of the Investment Trust and Investment Corporation Law.
Accordingly, if you are unable to attend the Meeting and are unable to vote using the Voting Rights Exercise Form,
please be aware that you will be deemed as having attended and approved each agenda.
(Excerpt from the Investment Corporation’s Current Articles of Incorporation)
Article 15 (Deemed Approval)
1. Unitholder non-attendance at the General Meeting of Unitholders and non-voting shall be deemed as unitholder
approval of agenda items submitted to the General Meeting of Unitholders (when multiple agenda items havebeen submitted, if any are contradictory, said agenda items shall be omitted).
2. The untiholder votes deemed as having approved agenda items according to the preceding paragraph will be
added to the votes cast by attending unitholders.
1. Date and Time
2. Place

10:00 a.m., January 20, 2011 (Thursday,)2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo
Tokyo Stock Exchange Group, Inc. 2F, Tosho Hall
(Please refer to the map at the end of this notice for directions. Moreover, please notethat the venue has changed from last time.)

3. Agenda of the Meeting
Resolution Agendas:
Agenda No. 1:
Changes to the Articles of Incorporation (1)Agenda No. 2:
Changes to the Articles of Incorporation (1)Agenda No. 3:
Election of One (1) Executive Director
Agenda No. 4:
Election of One (1) Non-Statutory Executive Director
Agenda No. 5:
Election of Two (2) Supervisory Directors(Requests)
・ For those attending the meeting, please present the enclosed Voting Rights Exercise Form at thereception desk.
・ For those voting by proxy, a unitholder can vote by having another individual unitholder who holds
voting rights attend the General Meeting of Unitholders and act as proxy. In that case, please submita Power of Representation Form and a Voting Rights Exercise Form at the reception desk.
・ Method of Revising the Reference Materials of the General Meeting of Unitholders
When it is necessary to revise agendas contained in the Reference Materials of the General Meetingof Unitholders, we will post the revisions on the Investment Corporation’s website(http://www.kdx-reit.com/).
・ After the General Meeting of Unitholders, Kenedix REIT Management, Inc., the Investment
Corporation’s asset management company, plans to present the Asset Management Status Briefing.

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Reference Material for the General Meeting of Unitholders

Agenda and Reference Items
Agenda No. 1: Changes to the Articles of Incorporation (1)1. Reasons for the Changes(1) Corrections shall be made to the necessary terminology, etc. (Article 35 (1) ②) in line with the fact that thebase amount for calculating the requirement associated with the amount of dividend payment was changed to
distributable profit amount, which is one of the requirements to be fulfilled in order to receive application of thespecial tax exceptions for investment corporations. This change was brought about as a result of revisions madeto the Special Taxation Measures Law (Law No. 26 of 1957; including subsequent revisions; hereafter thesame.).
(2) Corrections shall be made to the necessary terminology, etc. (Attachment 1, Investment Policy 3.) in line withthe changes made to the requirements for receiving a reduced rate in registration and license taxes associatedwith the registration of transfer for real estate ownership, as a result of revisions made to the Special Taxation
Measures Law.
(3) Provisions shall be newly established (Attachment 1, Investment Policy 4) in line with the newly establishedrequirements for receiving application of the special tax exceptions for investment corporations at the time of amerger, etc. as a result of revisions made to the Special Taxation Measures Law.
(4) Corrections shall be made to the necessary terminology, etc. (Article 35 (1) ②) so that distributions can bemade that are in line with any changes made to the requirement associated with the distributable profit amountstipulated in Article 67-15 of the Special Taxation Measures Law as a result of any revisions of laws,
ordinances, etc. made in the future, without having to change the Articles of Incorporation.
(5) Necessary provisions shall be newly established (Attachment 1, Types, Purposes and Scope of Specified Assets
Targeted for Investment, 5. (10)) in order to include as investment targets, emission rights, etc. prescribed by
the Law Concerning the Promotion of Measures to Cope with Global Warming (Law No. 117 of 1998;
including subsequent revisions.) and other laws and ordinances.
(6) Other minor changes, such as standardization of terminology in line with the abovementioned changes, changes
to the numbering of Articles to match the revisions of laws and ordinances, correction of wording, and othernecessary typographical corrections shall also be implemented.
2. Details of the Amendments
Details of the amendments are as follows. (Underlined parts are amended.)
Current Articles of Incorporation
CHAPTER 9 – CALCULATION

Proposed Amendments
CHAPTER 9 – CALCULATION

Article 35 (Cash Distribution Policies)
The Investment Corporation shall, in principle, pay
distributions based on the following policies:(1) Distribution of earnings① (Details Omitted)②The amount of the distribution shall be in excess of anamount equivalent to 90% of the distributable income
amount (hereafter, “distributable income amount”) of theInvestment Corporation as stipulated in Article 67-15 of
the Special Taxation Measures Law.

Article 35 (Cash Distribution Policies)
The Investment Corporation shall, in principle, pay
distributions based on the following policies:(1) Distribution of earnings① (No Change)②The amount of the distribution shall be in excess of anamount equivalent to 90% of the distributable profit
amount of the Investment Corporation (if a change ismade to the calculation of the amount as a result ofrevisions of laws, ordinances, etc., then the amount after
the change) as stipulated in Article 67-15, Paragraph 1 of
the Special Taxation Measures Law (hereafter, “Special
Tax Exception for Investment Corporations.)”.
(No Change)(2) Distribution of Money in Excess of Earnings
When the Investment Corporation determines that it isappropriate, the Investment Corporation shall, using theamount established under the rules of the Investment
Trust Association, Japan (hereafter, the “Investment
Trust Association”) as a limit, be able to distribute a
self-determined amount of money in excess of earnings.
However, in such cases, and if the amount of the cash
distribution does not fulfill the requirements of the(Details Omitted)(2) Distribution of Money in Excess of Earnings
When the Investment Corporation’s distributable amountis less than 90% of distributable earnings, or when theInvestment Corporation determines that it is appropriate,
the Investment Corporation shall, using the amountestablished under the rules of the Investment Trust
Association, Japan (hereafter, the “Investment Trust
Association”) as a limit, be able to distribute a
self-determined amount of money in excess of earnings.

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Current Articles of Incorporation
However, in such cases, and if the amount of the cash
distribution does not fulfill the requirements of thespecial tax exception for investment corporations, theInvestment Corporation shall be able to distribute a
self-determined amount with the objective of fulfilling
said requirements.
(3)~(5) (Details Omitted)

Proposed Amendments
special tax exception for investment corporations, theInvestment Corporation shall be able to distribute a
self-determined amount with the objective of fulfilling
said requirements.

(Attachment 1)
Asset Management Targets and Policies
Basic Asset Management Policies(Details Omitted)
Investment Policies
1. When the Investment Corporation invests in realestate-related assets, real estate serving as the main bodyof real estate-related assets and real estate backing such
assets shall be primarily used for office buildings,
residential properties and retail properties. Targeted
investment areas shall primarily be the Tokyo
Metropolitan Area (principal urban areas in Tokyo,
Kanagawa, Saitama and Chiba Prefectures) and Other
Regional Areas (key cities throughout Japan, including
government-designated cities).
2. (Details Omitted)
3. The Investment Corporation shall manage its assets sothat specified real estate (refers to real estate, real estateleasehold rights and land rights, or to trust beneficiaryinterests in entrusted real estate, land leasehold rights andland rights) accounts for more than 75% of the total
value of specified assets acquired by the Investment
Corporation.
(New Addition)(Attachment 1)
Asset Management Targets and Policies
Basic Asset Management Policies(No Change)
Investment Policies
1. When the Investment Corporation invests in realestate-related assets, real estate serving as the main bodyof real estate-related assets and real estate backing such
assets shall be primarily used for office buildings,
residential properties and retail properties. Targeted
investment areas shall primarily be the Tokyo
Metropolitan Area (principal urban areas in Tokyo,
Kanagawa, Saitama and Chiba Prefectures) and Other
Regional Areas (major urban cities throughout local
regions, including government-designated cities).
2. (No Change)
3. The Investment Corporation shall manage its assets sothat specified real estate (refers to real estate, real estateleasehold rights or land rights, or to trust beneficiaryinterests in entrusted real estate ownership, landleasehold rights and land rights) accounts for more than
75% of the total value of specified assets acquired by theInvestment Corporation.
4. The Investment Corporation shall manage its assets sothat real estate, etc. prescribed by Article 22-19 of theOrdinance for Enforcement for the Special Taxation
Measures Law (Ministry of Finance Ordinance No. 15 of
the year 1957, including subsequent revisions) accounts
for more than 70% of the total value of its assets.

Types, Purposes and Scope of Specified Assets
Targeted for Investment
1.-4. (Details Omitted)
5. In addition to the specified assets detailed in
Paragraphs 2. through 4. above, the Investment
Corporation shall be able to invest in assets or securities
backed by real estate in the following items as necessary
when investing in real estate.
(1)~(9) (Details Omitted)(New Addition)

Types, Purposes and Scope of Specified Assets
Targeted for Investment
1.-4. (No Change)
5. In addition to the specified assets detailed in
Paragraphs 2. through 4. above, the Investment
Corporation shall be able to invest in assets or securities
backed by real estate in the following items as necessary
when investing in real estate.
(1)~(9) (No Change)(10) Carbon dioxide equivalent quotas, other similar
objects, or emission rights (including emission rights
associated with greenhouse gases) stipulated by the Law
Concerning the Promotion of Measures to Cope with
Global Warming (Law No. 117 of the year 1998;
including subsequent revisions).

Investment Limitations(Details Omitted)
Purposes and Scope of Leasing of Portfolio Assets(Details Omitted)

Investment Limitations(No Change)
Purposes and Scope of Leasing of Portfolio Assets(No Change)(3)~(5) (No Change)(Attachment 3)(Attachment 3)3

Current Articles of Incorporation
ASSET MANAGEMENT FEES TO THE ASSETMANAGEMENT COMPANY(Details Omitted)(1) Asset Management Fee I
Asset Management Fee I shall be the amount arrived atwhen the amount of total assets is multiplied by 0.15%(amounts of less than ¥1 are rounded down). Total assets
shall be the amount recorded in the Investment
Corporation’s balance sheets (limited only to those
approved by Article 131.1 of the Investment Trust Law,)for the fiscal period of the Investment Corporation
immediately preceding the first day of the relevant fiscal
period. The payment date of Asset Management Fee I
shall be within the relevant fiscal period.
(2)~(4) (Details Omitted)

Proposed Amendments
ASSET MANAGEMENT FEES TO THE ASSETMANAGEMENT COMPANY(No Change)(1) Asset Management Fee I
Asset Management Fee I shall be the amount arrived atwhen the amount of total assets is multiplied by 0.15%(amounts of less than ¥1 are rounded down). Total assets
shall be the amount recorded in the Investment
Corporation’s balance sheets (limited only to those
approved by Article 131.2 of the Investment Trust Law,)for the fiscal period of the Investment Corporation
immediately preceding the first day of the relevant fiscal
period. The payment date of Asset Management Fee I
shall be within the relevant fiscal period.
(2)~(4) (No Change)

4Agenda No. 2: Changes to the Articles of Incorporation (2)1. Reasons for the Changes(1) One of the requirements of the Special Taxation Measures Law for investment corporations to be able to deduct
distributions paid as expenses (so-called conduit requirements) is the requirement concerning the offering ofinvestment units mainly in the domestic market (hereafter, the ‘More than 50% Domestic Offering Requirement
for Investment Units’). A new provision will be added in order to enable us to offer investment units in amanner that satisfies the More than 50% Domestic Offering Requirement for Investment Units after revisions
have been made to tax laws, in the event that, the tax laws are revised with the objective to make it unnecessary
to offer more than 50% of the issue price in Japan each time investment units are offered, to mean that morethan 50% of the sum of the issue price of investment units issued and outstanding and the issue price of theinvestment units to be newly issued at the concerned offering are to be offered within Japan.
(2) Other necessary typographical corrections in line with the abovementioned changes shall also be implemented.
2. Details of the Amendments
Details of the amendments are as follows. (Underlined parts are amended.)
Current Articles of Incorporation
CHAPTER 2 – INVESTMENT UNITS

Proposed Amendments
CHAPTER 2 – INVESTMENT UNITS

Article 5 (Total Number of Issuable Investment Units)(1) (Details Omitted)(2) The ratio of the total issue price of authorized
investment units in Japan to the total issue price ofinvestment units issued by the Investment Corporation
shall exceed 50%.

Article 5 (Total Number of Issuable Investment Units)(1) (No Change)(2) The ratio of the total issue price of authorized
investment units in Japan to the total issue price ofinvestment units issued by the Investment Corporation
shall exceed 50%. Moreover, in the event that therequirement stipulated by Special Taxation Measures
Law (Law No. 26 of 1957; including subsequent
revisions) (hereafter “Special Taxation Measures Law”),
which states that a majority of an offering of investment
units needs to be made in Japan, is revised, theInvestment Corporation shall re-interpret this paragraphin line with the articles and paragraphs if and after thesaid revisions have been made.
(3) (No Change)(3) (Details Omitted)
CHAPTER 8 – DEBT FINANCING ANDINVESTMENT CORPORATION BOND ISSUESCHAPTER 8 – DEBT FINANCING ANDINVESTMENT CORPORATION BOND ISSUES

Article 33 (Debt Financing and Investment Corporation
Bond Issue Limit)(1) With the goal of securing stable profits and thesustained growth of managed assets, the Investment
Corporation shall be able to execute debt financing andissue Investment Corporation bonds (includes short-term
investment corporation bonds, the same shall apply
hereafter). When the Investment Corporation borrows
funds, lenders shall be limited to qualified institutional
investors (However, it will be limited to those stipulated
in Article 67-15 of the Special Taxation Measures Law(Law No. 26 of 1957, including subsequent revisions)(hereafter “Special Taxation Measures Law”).) as definedin Article 2, Paragraph 3.1 of the Financial Instruments
and Exchange Law.
(2)-(4) (Details Omitted)

Article 33 (Debt Financing and Investment Corporation
Bond Issue Limit)(1) With the goal of securing stable profits and thesustained growth of managed assets, the Investment
Corporation shall be able to execute debt financing andissue Investment Corporation bonds (includes short-term
investment corporation bonds, the same shall apply
hereafter). When the Investment Corporation borrows
funds, lenders shall be limited to qualified institutional
investors (However, it will be limited to those stipulated
in Article 67-15 of the Special Taxation Measures Law.)
as defined in Article 2, Paragraph 3.1 of the Financial
Instruments and Exchange Law.

(2)-(4) (No Change)5(3) Agenda No. 3: Election of One (1) Executive Director
This is to request an appointment of 1 executive director as of February 1, 2011 since Executive Director Taisuke
Miyajima’s term of office expires on January 31, 2011.
Concerning Agenda No. 2, the term of office of Executive Directors shall be two years, commencing February 1,
2011, the date of election, as stipulated under Article 20.2 of the current Articles of Incorporation. Agenda No. 2
was unanimously approved for submission by all Supervisory Directors of the Investment Corporation at a Board of
Directors meeting held on December 13, 2010. In addition, the candidate for one Executive Director position has
accepted the appointment as of December 13, 2010.
The candidate for the Executive Director position is as follows.
Name
Brief Personal History(Birth Date)
Joined Mitsubishi UFJ Trust and Banking Corporation
Apr. 1985(formerly The Mitsubishi Trust Banking Corporation)
Transferred to Los Angeles Branch
Apr. 1992
Joined Miyajima Shoukai
Apr. 1997
Joined Kenedix, Inc. (formerly Kennedy-Wilson Japan Co., Ltd.)
Apr. 1998
Real Estate Investment Advisory Division
Taisuke Miyajima
External assignment as CEO and President, Kenedix REIT
(April 17, 1962)
Oct. 2004
Management, Inc. (formerly KW REIT Management, Inc.)
Transferred as CEO and President, Kenedix REIT Management,
Apr. 2005
Inc. (current position)
Executive Director of Kenedix Realty Investment Corporation
May 2005(current position)
1. The abovementioned executive director candidate holds 20 of the Investment Corporation’s investment units.
2. The abovementioned executive director candidate is currently the President and CEO of the Kenedix REITManagement, Ltd., which the Investment Corporation has concluded an Asset Management Agreement.
3. The abovementioned executive director candidate is currently executing the overall business of the Investment
Corporation as an executive director of the Investment Corporation.

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Agenda No. 4: Election of One (1) Substitute Executive Director
In order to avoid the case of having fewer executive directors than that stipulated by relevant laws and ordinances,a request has been made to appoint one non-statutory executive director, since the resolution concerning theappointment of Non-Statutory Executive Director Teruo Nozaki will lose effect at the start of this General Meetingof Unitholders.
Agenda No. 3 was unanimously approved for submission by all Supervisory Directors of the Investment
Corporation at a Board of Directors meeting held on December 13, 2010. In addition, the candidate for one
Substitute Executive Director position has accepted the appointment as of December 13, 2010.
The candidate for the Substitute Executive Director position is as follows.
Name
Brief Personal History(Birth Date)
Apr. 1988
Joined Mitsubishi UFJ Trust and Banking Corporation(formerly The Mitsubishi Trust Banking Corporation)
Apr. 1989
Toray Industries, Inc.
Dec. 1993
INTEC INC.
Yoshihiro Sogou
Mar. 2003
Right Management Japan Inc. （ formerly Right Management(September 30, 1965)
Consultants Japan Inc.）
Dec. 2004
Joined Kenedix, Inc. (formerly Kennedy-Wilson Japan Co., Ltd.)
External assignment as a Manager of Business Administration
Division, Kenedix REIT Management, Inc.
Apr. 2005
Transferred to Kenedix REIT Management, Inc. (current position)
Oct. 2009
Assigned as General Manager, Business Administration Division(current position)
1. The candidate holds two of the Investment Corporation’s investment units.
2. There is no conflict of interest between the Investment Corporation and the candidate.

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Agenda No. 5: Election of Two (2) Supervisory Directors
This is to request an appointment of 2 supervisory directors as of February 1, 2011 since Supervisory Directors
Kimio Kodama and Shiro Toba’s term of office expires on January 31, 2011.
Concerning Agenda No. 4, the term of office of Supervisory Directors shall be two years commencing February 1,
2011, the date of election, as stipulated under Article 20.2 of the current Articles of Incorporation.
In addition, the candidates for the two Supervisory Director positions have accepted the appointment as ofDecember 13, 2010.
The candidates for the two Supervisory Director positions are as follows.
Name
Brief Personal History(Birth Date)
April 1963 Admitted to the Japanese bar (general practitioner of Japanese law)
April 1966 Established Hanzomon Sogo Law Office (formerly Towa Law Office)(current position)
Kimio Kodama
July 1997
Director of Kyoritsu Women’s Educational Institution (current position)(January 24, 1937)
May 2005 Supervisory Director of Kenedix Realty Investment Corporation(current position)
July 2008 Selected as a member of Tokyo Metropolitan Public Safety Commission(current position)
Oct. 1989
Mar. 1993
Jan. 1997
May 2002
Shiro Toba
April 2004
(March 21, 1967)
Jan. 2005
Mar. 2005
May 2005

Joined Misuzu Audit Corporation (formerly Chuo Shinko Audit Corporation)
Became a Japanese certified public accountant
Established Toba Public Accounting Office (current position)
Became a Japanese certified tax accountant
Director of Majestec Corporation (current position)
Representative Director of Minori Accounting Co., Ltd. (current position)
Director of BTK Solution Co., Ltd. (current position)
Supervisory Director of Kenedix Realty Investment Corporation(current position)
Oct. 2005 Director of MACC (current position)
1. None of the candidates holds the Investment Corporation’s investment units.
2. There is no conflict of interest between the Investment Corporation and the candidates.

Reference Material
Regarding agendas to be submitted to the General Meeting of Unitholders, rules and regulations identified in“Deemed Acceptance,” which are stipulated under Article 93.1 of the Investment Trust Law and Article 15 of thecurrent Articles of Incorporation, shall not be applied to any of the agendas concerned if there are agendas that are,in intent, conflicting with each other. The Investment Corporation believes that Agendas 1 through 5 do not present
any conflict in intent.

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