(3) Rights of investors and creditors of an investment corporation(i) Voting rights pertaining to general meetings of invertors(A) Each investor of the Investment Corporation holds voting rights pertaining to general
meetings of investors, commensurate with the number of investment units held thereby.
Matters that may be resolved at general meetings of investors are as follows:a. Appointment and dismissal of executive managing officers, supervisory officers andfinancial auditors;b. Approval of or consent to the conclusion or cancellation of an asset management agreementwith an asset manager;c. Consolidation of investment units;
d. Dissolution of an investment corporation;
e. Revision to the Articles of Incorporation; andf. Other matters stipulated in the Act on Investment Trusts and Investment Corporations or theArticles of Incorporation.
(B) The procedures for the exercise of voting rights held by investors are as follows:a. Resolutions at a general meeting of investors shall be adopted by a majority of the voting
rights held by the investors present who are entitled to exercise voting rights in cases
otherwise provided for by laws and regulations or the Articles of Incorporation.
b. An investor may exercise his or her voting rights through one proxy who has voting rights
pertaining to the Investment Corporation.
c. When exercising voting rights in writing, an investor shall enter the required information on
documents for exercising voting rights (hereinafter referred to as “voting forms”) andsubmit the voting forms stating the required information to the Investment Corporation by
the time specified by laws and regulations. The number of voting rights exercised in writing
shall be included in the number of voting rights held by the investors present in the relevant
general meeting of investors.
d. When exercising voting rights by an electromagnetic means, an investor shall obtain theapproval of the Investment Corporation for using an electromagnetic means in accordancewith the provisions of laws and regulations and present matters to be entered on voting
forms to the Investment Corporation by the time specified by laws and regulations. The
number of voting rights exercised by an electromagnetic means shall be included in thenumber of voting rights held by the investors present in the relevant general meeting ofinvestors.
e. If an investor is not able to attend a general meeting of investors and to exercise his or her
voting rights at the meeting, he or she shall be deemed to have voted in favor of the
proposals submitted to said general meeting (in the case where several proposals aresubmitted and some are contradictory to each other, all of such contradictory proposals shallbe excluded).
f. The number of voting rights held by the investors who are deemed to be in favor of theproposals according to the provisions of e. above shall be included in the number of voting
rights held by the investors present in the relevant general meeting of investors.
g. At general meetings of investors called on or after March 1, 2019 without delay and thosecalled on or after March 1 of every other year thereafter without delay, investors entered inor recorded on the final investors register on December 31, 2018 and December 31 of every
other year thereafter shall be those who are entitled to exercise their rights at such general
meetings of investors. In addition to such cases, when a general meeting of investors is held
on a day within 3 months from the immediately preceding term, the Investment Corporation
shall consider investors entered in or recorded on the final investors register of such term as
those who are entitled to exercise their rights at such general meeting of investors.
Notwithstanding the above provisions, the Investment Corporation may, by giving priorpublic notice by resolution of the Board of Directors, also consider investors or registeredpledgees of investment units entered in or recorded on the final investors register at a certain
date as those who are entitled to exercise their rights.
(ii) Other rights for profit sharing
If an investor satisfies certain conditions, such investor shall have, pursuant to the provisionsof laws and regulations, the right to bring derivative suit, the right to file an action seeking therecession of a resolution adopted at a general meeting of investors, the right to seek aninjunction demand regarding illegal acts of executive managing officers and others, the rightto seek an injunction demand regarding the issuance of new investment units, the right to seekan action to invalidate the issuance of new investment units, the right to seek an injunction
demand regarding the consolidation of investment units, the right to seek an injunction
demand regarding a merger, the right to seek an action to invalidate a merger, the right to seek
an injunction demand regarding the incorporation of an investment corporation, the right ofinvestors to submit a proposal, the right of investors to call a general meeting of investors, theright to request the appointment of an inspector, the right to request the dismissal of executive
managing officers and others and the right to request the dissolution of an investment
corporation.
(iii)

Proprietary rights

An investor or a creditor of an investment corporation has the right to request distributions
and the right to request the distribution of residual assets but does not have the right to request
the refund of investment units.
(iv)

Other rights

An investor or a creditor of an investment corporation has the right to dispose of investment
units, the right to request for the delivery of investment certificates and the right to request for
the inspection of the books and so forth.
(v) Procedures for the exercise of the rights of minority investors
When an investor intends to exercise the rights of minority investors pertaining to book-entry
transfer investment units, he or she needs to follow the procedures for the issuance ofindividual investor notice and those specified in the Act on Book Entry of Corporate Bonds
and Shares.