Disclaimers
This document has been prepared solely for the purpose of providing U.K. and Dutch investors withcertain information under Article 23 of the European Alternative Investment Fund Managers
Directive (European Directive 2011/61/EU) (the “AIFMD”) as implemented in their respective
jurisdictions. Accordingly, you should not use this document for any other purpose.

European Economic Area
No offer of units of Invincible Investment Corporation (“INV” or the “AIF”) will be made to the
public in any member state (each, a “Member State”) of the European Economic Area, or the EEA,
except pursuant to an exemption under Directive 2003/71/EC (as amended, including by Directive
2010/73/EU, the “Prospectus Directive”), as implemented in that Member State, from therequirement to publish a prospectus for offers of units. Accordingly, any person making or intending
to make an offer of units to the public in that Member State may only do so in circumstances inwhich no obligation arises to publish a prospectus pursuant to Article 3 of the Prospectus Directive,in each case, in relation to such offer. The AIF has not authorized, nor does it authorize, the makingof any offer of units to the public in circumstances in which an obligation arises to publish aprospectus for such offer. For the purposes of this provision, the expression “an offer of units to the
public” in relation to any units in any Member State means the communication in any form and by
any means of sufficient information on the terms of the offer and the units to be offered so as toenable an investor to decide to purchase or subscribe the units, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member State.

The AIFMD was adopted on June 8, 2011 and was required to be implemented by each Member
State into its national legislation by July 22, 2013. Units of INV may not be marketed (within themeaning given to the term “marketing” under the AIFMD), and this document may not be sent, to,nor acted upon by, prospective investors domiciled in, or with a registered office in, any Member
State unless: (i) the units are marketed under a private placement regime (including under the
AIFMD) or other exemption in the Member State; or (ii) the units are otherwise lawfully marketedor sold in that Member State in circumstances in which the AIFMD does not apply, provided thatany such offer or sale is made under an exemption under the Prospectus Directive as described above.
The AIF has made a notification to each of the Netherlands Authority for the Financial Markets andthe United Kingdom Financial Conduct Authority pursuant to Article 42 of the AIFMD in order tomarket the units in the Netherlands and the United Kingdom, respectively.

Netherlands
Units of INV are being marketed in the Netherlands under Section 1:13b of the Dutch Financial

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Supervision Act (Wet op het financieel toezicht, or the “Wft”). In accordance with this provision,
Consonant Investment Management Co., Ltd. (the “AIFM”) has submitted a notification with theDutch Authority for the Financial Markets. The units of INV will not, directly or indirectly, beoffered, sold, transferred or delivered in the Netherlands, except to or by individuals or entities thatare qualified investors (gekwalificeerde beleggers) within the meaning of Article 1:1 of the Wft, andas a consequence neither the AIFM nor INV is subject to the license requirement pursuant to the Wft.
Consequently, neither the AIFM nor INV is subject to supervision of the Dutch Central Bank (DeNederlandsche Bank, “DNB”) or the Netherlands Authority for Financial Markets (Autoriteit
Financiële Markten, the “AFM”) and this Article 23 AIFMD Prospectus is not subject to approvalby the AFM. No approved prospectus is required to be published in the Netherlands pursuant to
Article 3 of the Prospectus Directive. The AIFM is solely subject to limited ongoing regulatory
requirements as referred to in Article 42 of the AIFMD.

United Kingdom
Units of INV are being marketed in the United Kingdom pursuant to Article 59 of the United
Kingdom Alternative Investment Fund Managers Regulations 2013. In accordance with thisprovision, the AIFM has submitted a notification with the Financial Conduct Authority (the “FCA”)
in the United Kingdom.

For the purposes of the United Kingdom Financial Services and Markets Act 2000 (“FSMA”), INV
has not been authorized by the FCA.

Accordingly, any communication of an invitation or inducement to invest in INV may be made topersons in the United Kingdom only if the communication falls within one or more of the categories
of exempt financial promotions under the Financial Services and Markets Act (Financial Promotion)
Order 2005 (the “Order”), such as financial promotions communicated to:(1) persons who are investment professionals, as defined in article 19 of the Order; or(2) persons who are high net worth companies, unincorporated associations, or other entities listed inarticle 49 of the Order,
or if the communication is made to persons to whom such an invitation or inducement mayotherwise lawfully be communicated. The distribution of this document to any person in the United
Kingdom in circumstances not falling within one of the above categories is not permitted and may
contravene FSMA. No person falling outside those categories should treat this document asconstituting a promotion to him, or act on it for any purposes whatever.

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2

Article 23 (1)(a)Objectives of the AIF

INV seeks to achieve distribution growth and enhancement of unitholders’ value
by building a balanced portfolio composed primarily of hotels, particularly limited
service hotels, and affordable residential properties, which together constitute
INV’s “core assets”. By achieving such balance, INV seeks to optimize the mix ofstability associated with residential properties and growth opportunities arisingfrom investments in hotels.

Investment strategy

In addition to investing in and growing a balanced portfolio composed primarily of
hotels and affordable residential properties, INV seeks to:•utilize resources and pipeline support of Fortress Investment Group
LLC and its affiliates (collectively, the “Fortress Group”);•

source attractive properties using Consonant Investment Management
Co., Ltd.’s (the “Asset Manager”) information network; and•utilize limited service operational expertise of MyStays HotelManagement Co., Ltd. (“MyStays Hotel Management”).

Types of assets the AIF

Real estate, including trust beneficiary interests in real estate, securities backed

may invest in

by real estate, specified assets and other assets.

Techniques it may

INV invests primarily in hotels and affordable residential properties, while also

employ and all

making investments in select office buildings, retail properties and parking

associated risks

facilities, to achieve distribution growth and enhancement of unitholders’ value.

The principal risks with respect to investment in INV are as follows:
Property and Business Risks•

Any adverse conditions in the Japanese economy could adversely affect
INV’s properties.

•

INV may not be able to acquire properties to execute its growth andinvestment strategy in a manner that is accretive to earnings.

•

INV’s reliance on Fortress Group could have a material adverse effect on
its business.

•

Because of INV’s repositioning of its portfolio in 2014 to include hotels,
which include lease terms that contain a variable rent structure, its resultsof operations will be inherently more volatile and not comparable toprevious fiscal periods, and INV may not be able to effectively manage its
hotel portfolio due to its limited operating history in the hotel business,
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3

non-limited service hotels that it may decide to acquire in greater numbersin the future.
•

Increases in prevailing market interest rates, particularly following the Bankof Japan’s announcement of a major new policy for monetary easing, would
increase INV’s interest expense and may result in a decline in the market
price of its units.

•

The high geographic concentration of INV’s real estate portfolio in thegreater Tokyo area and other major cities could have a material adverse
effect on its business.

•Competition for tenants and hotel guests may adversely affect INV’s ability
to retain its current tenants and find new tenants, and to maintainoccupancy rates and revenue.

•

INV’s hotels are subject to the operating risks common to the hospitality
industry, which have a direct effect on the variable rent component of its
portfolio’s revenue.

•

The cyclical and seasonal nature of the hospitality industry may cause
fluctuations in INV’s operating performance, which could have a material
adverse effect on it and its variable rent revenues.

•

INV may incur unexpected expenses, expenditure or other losses for repair
or maintenance of its properties, and its hotels require periodic capital
reinvestment for renovation.

•

The majority of INV’s hotels are leased to MyStays Hotel Management.
which is owned by Fortress Group-managed funds, and subject to the riskof default under its hotel lease agreements.

•

INV’s focus on residential properties could have a material adverse effecton its business.

•

INV may lose rental revenues in the event of defaults by end-tenants under
their lease agreements for properties other than hotels.

•

Master leases may give rise to certain risks.

•

INV may suffer large losses if any of its properties incur damage from anatural or man-made disaster or acts of violence.

•

INV may be strictly liable for an unforeseen loss, damage or injury suffered
by a third party at its properties.

•

Because most of INV’s operating expenses are largely fixed, it may suffer
adverse consequences if its rental revenues decline.

•

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INV may not be able to promptly acquire suitable properties or sell those in4

its portfolio on acceptable terms in response to changing economic,
financial or investment conditions.
•Defects relating to INV’s properties may adversely affect its financial
condition and results of operations.

•

INV relies on expert appraisals and engineering, environmental andseismic reports, which are subject to significant uncertainties.

•

The environmental assessments of INV’s properties made prior to its
ownership may not have uncovered all environmental liabilities, andJapanese laws subject property owners to strict environmental liabilities.

•

Decreases in tenant leasehold and/or security deposits would increase
INV’s funding costs.

•

Any inability to obtain financing for future acquisitions, or any restrictions on
INV’s activities under its financing arrangements, could adversely affect
INV.

•

A high LTV ratio may increase INV’s exposure to changes in interest rates
and have a material adverse effect on its results of operations.

•

INV may suffer impairment losses relating to its properties and may also
suffer adverse tax effects upon recognizing impairments.

•

The performance of Fortress Group is not an indicator or guarantee of
INV’s future results.

•

INV’s financial statements are prepared in accordance with Japanese
GAAP, which differs in certain material respects from IFRS, U.S. GAAP andgenerally accepted accounting principles and financial reporting standards
in other jurisdictions.

•

INV relies on industry and market data that are subject to significant
uncertainties.

Management and Governance Risks•

INV’s success depends on the performances of service providers to which
it is required to assign various key functions.

•

There are potential conflicts of interest between INV and certain FortressGroup affiliates or Fortress Group-related companies including the AssetManager, MyStays Hotel Management and Naqua Hotels & Resorts
Management.

•

INV depends on the efforts of its executive director and key personnel ofthe Asset Manager.

•

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Unitholders have limited control over INV’s policies.

5•

The Japanese regulatory authorities have tightened regulatory supervisionof J-REITs and their asset managers and their corporate governance.

•

If unitholders do not exercise their voting rights, INV may count their votes
in favor of proposals at a general meeting of unitholders.

Taxation Risks•

INV’s failure to satisfy a complex series of requirements pursuant toJapanese tax regulations would disqualify INV from certain taxation
benefits and significantly reduce its distributions to its unitholders.

•

If the Japanese tax authorities disagree with the interpretations INV used
for prior periods, it may be forced to pay additional taxes for those periods.

•

INV may not be able to benefit from reductions in certain real estate taxes
enjoyed by qualified J-REITs.

•

Changes in Japanese tax laws may significantly increase INV’s tax burden.

•

INV expects to be treated as a “passive foreign investment company” for
U.S. federal income tax purposes.

•

Unitholders may be subject to U.S. Foreign Account Tax Compliance Act(FATCA) withholding tax after 2018.

Legal and Regulatory Risks•

INV’s ownership rights in some of its properties may be declared invalid orlimited.

•

INV’s may lose its rights in a property it owns if the purchase of the property
is recharacterized as a secured financing.

•

Acquisition of properties for which third parties hold leasehold interests inthe land and own the buildings may subject INV to various risks.

•

INV’s leasehold interests may be terminated or may not be asserted
against a third party in some cases, or its leases with its tenants could be
modified.

•

INV currently holds several properties in the form of compartmentalized
ownership interests (kubun shoyu-ken) and its rights relating to suchproperties may be affected by the intentions of other owners•

INV may acquire properties in the form of co-ownership (kyoyu) and its
rights relating to such properties may be affected by the intentions of otherowners.

•Tax increases or adverse changes in applicable laws may affect INV’s
potential liabilities relating to its properties and operations.

•tk-640682

Compliance with energy conservation regulations in Japan may adversely

6affect INV’s financial results.
•

INV’s costs of complying with regulations applicable to its properties could
adversely affect its results of operations.

•

INV owns a substantial portion of its properties through trust beneficiaryinterests and may suffer losses as a trust beneficiary.

•

The Alternative Investment Fund Managers Directive (AIFMD) may
negatively affect INV’s ability to market its units in the EEA and increase its
compliance costs associated with the marketing of its units in the EEA.

•

INV’s units may be deemed to constitute “plan assets” for ERISA purposes,
which may lead to the rescission of certain transactions, tax or fiduciary
liability and its being held in violation of ERISA requirements.

Any applicable

INV is subject to investment restrictions under Japanese laws and regulations

investment restrictions(e.g., the Act on Investment Trusts and Investment Corporations (the “ITA”), theFinancial Instruments and Exchange Act (the “FIEA”)) as well as its articles ofincorporation.
INV must invest primarily in specified assets as defined in the ITA. Specified
assets include, but are not limited to, securities, real estate, leaseholds of realestate, surface rights (chijō-ken) (i.e., right to use land for the purpose of having
a structure on it) or trust beneficiary interests for securities or real estate,leaseholds of real estate or surface rights.
Furthermore, a listed J-REIT must invest substantially all of its assets in realestate, real estate-related assets and liquid assets as provided by the listing
requirements. Real estate in this context includes, but is not limited to, realestate, leaseholds of real estate, surface rights, and trust beneficiary interests forthese assets, and real estate-related assets in this context include, but notlimited to, anonymous association (tokumei kumiai) interests for investment inreal estate.
Pursuant to the ITA, investment corporations may not independently develop
land for housing or to construct buildings, but may outsource such activities incertain circumstances.
The investment by the AIF must be made in accordance with the basic
investment policy as set out in its articles of incorporation.

Circumstances in

INV may take out loans or issue investment corporation bonds (includingwhich the AIF may use

short-term corporation bonds) for the purpose of, among other things, acquiring

leverage

assets, repair or distribution payments and acquiring operational funding or
procuring funds for debt repayment, which are conducive to the efficient

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7

management of investment assets and the stability of management.
The types and sources

INV may take out loans or issue investment corporation bonds for financing itsof leverage permitted

activities.

and associated risks

INV currently has outstanding loans from major financial institutions, such as
Mizuho Bank, Ltd., Sumitomo Mitsui Trust Bank, Limited, The Bank ofTokyo-Mitsubishi UFJ, Ltd. and Sumitomo Mitsui Banking Corporation.
INV currently does not have any outstanding guarantees and may be subject torestrictive covenants in connection with any future indebtedness that may restrict
the operations and limit the ability to make cash distributions to unitholders, todispose of the properties or to acquire additional properties.
Furthermore, INV may violate restrictive covenants contained in the loan
agreements INV executes, such as the maintenance of debt service coverage orloan-to-value, or LTV, ratios, which may entitle the lenders to require INV tocollateralize the properties or demand that the entire outstanding balance be
paid. Further, in the event of an increase in interest rates, to the extent that INV
has any debt with unhedged floating rates of interest or INV incurs new debt,
interest payments may increase, which in turn could reduce the amount of cash
available for distributions to unitholders. Higher interest rates may also limit thecapacity for short- and long-term borrowings, which would in turn limit the ability
to acquire properties, and could cause the market price of the units to decline.

Any restrictions on

The maximum amount of any borrowing and issuance of investment corporation

leveragebonds is JPY 500 billion each, and the aggregate amount of all such debt must
not exceed JPY 500 billion.

Any restrictions on

No applicable arrangements.

collateral and asset
reuse arrangements
Maximum level of

INV has, in principle, set an upper limit of 60% for its LTV ratio (based on bookleverage which thevalue) in order to operate with a stable financial condition. INV may, however,

AIFM is entitled totemporarily exceed such level as a result of acquiring new investment assets.

employ on behalf of the
AIF
Article 23(1) (b)Procedure by which the

INV’s investment policy is set forth in its articles of incorporation. As a result, any

AIF may change itschange in its investment policy will require an amendment of its articles ofinvestment strategy /incorporation. Amendment of the articles of incorporation requires a quorum of ainvestment policy

majority of the total issued units and at least a two-thirds vote of the voting rights

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8represented at the meeting. Unitholders should note, however, that under the
ITA and INV’s articles of incorporation, unitholders who do not attend andexercise their voting rights at a general meeting of unitholders are deemed to bein agreement with proposals submitted at the meeting, except in cases wherecontrary proposals are also being submitted.
Additionally, the guidelines of the AIFM, which provide more detailed policies
within INV’s overall investment strategy and policy, can be modified without suchformal amendment of the articles of incorporation.
Article 23(1) (c)Description of the main

INV is a corporate-type investment trust in the form of investment corporation

legal implications of the(toshi hojin) provided for under the ITA. Therefore, the relationship between INV

contractual relationshipand its unitholders is governed by INV’s articles of incorporation (as opposed toentered into for theindividual agreements), which can be amended from time to time upon resolution

purpose of investment,of a general unitholders’ meeting. INV’s articles of incorporation stipulate rules

including jurisdiction,

relating to general unitholders meetings, including the convocation, setting of

applicable law, and therecord date, exercise of voting rights, resolutions and election of INV’s directors.

existence or not of any

The relationship between INV and its unitholders is also governed by, and islegal instruments

subject to the provisions of, Japanese law, including the ITA.

providing for the

The courts in Japan would recognize as a valid judgment any final andrecognition andconclusive civil judgment for monetary claims (which, for this purpose, are limited

enforcement ofto those of a purely civil nature and do not include monetary claims of the nature

judgments in theof criminal or administrative sanction, such as punitive damages, even thoughterritory where the AIF

they take the form of civil claims) against INV obtained in a foreign court

is establishedprovided that (i) the jurisdiction of such foreign court is admitted under the lawsof Japan, (ii) INV has received service of process for the commencement of therelevant proceedings, otherwise than by a public notice or any method
comparable thereto, or has appeared without any reservation before suchforeign court, (iii) neither such judgment nor the relevant proceeding is repugnant
to public policy as applied in Japan, (iv) there exists reciprocity as to therecognition by such foreign court of a final judgment obtained in a Japanesecourt and (v) there is no conflicting judgement on the subject matter by any
Japanese court.

Article 23(1) (d)The identity of the

AIFM, AIF's depository,
auditor and any othertk-640682

AIFM (Asset Manager) / General Administrator: Consonant Investment
Management Co., Ltd.



Auditor: Ernst & Young ShinNihon LLC

9

service providers and a

description of theirduties and theAsset Custodian / Unitholders’ Register Administrative Agent / Special
Accounts Administrator: Sumitomo Mitsui Trust Bank, Limited (“SMTB”)

investors' rights thereto

Special Accounts Administrator: Mitsubishi UFJ Trust and Banking
Corporation (“MUTB”)



Accounting Administrator: EP Consulting Services Corporation (“EPCS”)

INV relies on Consonant Investment Management Co., Ltd. to manage its
operations, to formulate and implement strategies to achieve its investment
objectives and to administer unitholder meeting and board meetings. Ernst &Young ShinNihon LLC is INV’s independent auditor and audits INV’s financial
statements. SMTB provides custodian services and certain administrative
services to INV, including custody of its assets, creation of the unitholders’register and preparation of the transfer account book in relation to the special
accounts of pre-merger unitholders of LCP Investment Corporation (“LCP”).
MUTB provides certain administrative services to INV, including the custody ofthe transfer account register in relation to the special accounts of pre-merger
unitholders of INV. EPCS provides certain administrative services to INV,
including the administration of accounting matters and preparation of accounting
books.

Service providers owe contractual obligations under their respective agreementswith the AIF or the AIFM, as the case may be. In addition, the FIEA provides that
the Asset Manager owes the AIF a fiduciary duty and must conduct its activities
as the Asset Manager in good faith. The FIEA also prohibits the Asset Manager
from engaging in certain specified conduct, including entering into transactions
outside the ordinary course of business or with related parties of the AssetManager that are contrary to or violate the AIF’s interests. Pursuant to the ITA,
the unitholders have the right to approve the execution or termination of theasset management agreement at a general meeting of unitholders.

The unitholders do not have any contractual relationship with INV’s service
providers and therefore will not be able to bring any contractual claims against a
service provider.
Article 23(1) (e)Description of how the

Not applicable.

AIFM complies with the

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10requirements to coverprofessional liability
risks (own funds /professional indemnity
insurance)
Article 23(1) (f)Description of any

Not applicable. There is no delegation of such functions beyond the AIFM, which

delegated

is responsible for portfolio and risk management, and the asset custodian, which

management function

is responsible for safekeeping activities.

such as portfolio
management or risk
management and of
any safekeeping
function delegated by
the depositary, theidentification of thedelegate and any
conflicts of interest that
may arise from suchdelegations
Article 23(1) (g)Description of the AIF’s

INV makes investment decisions based on the valuation of properties, upon

valuation procedure

consideration of the property appraisal value. INV evaluates assets inand pricing

accordance with its articles of incorporation. The methods and standards thatmethodology, including

INV uses for the evaluation of assets are based on the Regulations Concerning

the methods used in

the Calculations of Investment Corporations, as well as the Regulations

valuing hard-to-value

Concerning Real Estate Investment Trusts and Real Estate Investment

assetsCorporations and other regulations stipulated by ITA, in addition to Japanese
GAAP. J-REITs may only use the valuation methods prescribed in the rules of
the Investment Trusts Association, Japan, which emphasize market pricevaluation.

Article 23(1) (h)Description of the AIF’s

INV seeks to manage its capital resources and liquidity sources to provide

liquidity risk

adequate funds for current and future financial obligations and other cash needs

management, including

and acquisitions.

redemption rights in

Net cash provided by operating activities constitutes INV’s primary source of

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11

normal and exceptionalliquidity to fund distributions, interest payments on loans payable, fees to thecircumstances andAsset Manager and other service providers, property-related taxes, repairs andexisting redemption

maintenance, and capital expenditures for its properties in the ordinary course ofarrangements withbusiness. INV’s liquidity risks are managed by the Asset Manager by preparing

investors

monthly plans for funds, and monitoring the covenants defined in loan
agreements.
As INV is a closed-end investment corporation, unitholders are not entitled torequest the redemption of their investment.

Article 23(1) (i)Description of all fees,

Compensation: INV’s articles of incorporation provide that it may pay its

charges and expenses

executive director up to JPY 800,000 per month and its supervisory director up to

and a maximum

JPY 400,000 per month. The board of directors is responsible for determining

amount which isthe amounts of the monthly remuneration for the executive director and the

directly / indirectlysupervisory director.

borne by the investors
Asset Manager:•

Asset Management Fee: INV pays to the AIFM an asset management fee
as follows:(1)

From January 2017 through December 2017, as a fee for every half
accounting period (three months), an amount not exceeding the lower of
either (A) the amount calculated by multiplying the total amount of therelevant assets recorded as of the end of the relevant half accounting
period by 0.4%, and then dividing by 4 (disregarding any amounts less than
one yen) or (B) JPY 125,000,000:(2)

From January 2018, as a monthly fee, the higher of either (A) the amountcalculated by multiplying the total amount of the relevant assets recorded
as of the end of each relevant month by 0.4%, and then dividing by 12(disregarding any amounts less than one yen) or (B) JPY 25,000,000.

•

Acquisition Fee:
If INV acquires any real estate or other underlying real estate by which
other assets, including trust beneficiary interests, are backed, which aretargeted for asset investment, INV pays an amount not exceeding 0.5% of
the purchase price thereof (excluding an amount equivalent to theconsumption tax thereon relevant to the building) within three months fromthe end of the month in which the date of acquisition of such assets falls.

•

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Disposition Fee:12

If INV disposes of any real estate or other underlying real estate by which
other assets, including trust beneficiary interests, are backed, which aretargeted for asset investment, INV pays an amount not exceeding 0.5% of
the disposition price thereof (excluding an amount equivalent to theconsumption tax thereon relevant to the building) within three months fromthe end of the month in which the date of disposition of such assets falls.
•

Administrative Agency Fee:
INV pays the AIFM a fee of JPY 100,000 for each month, payable on aquarterly basis for services performed during the three-month periods
ending March 31, June 30, September 30, and December 31, respectively,
and payable within two months of the end of the relevant period. If INV
holds a general meeting of unitholders, INV pays the AIFM an additional
fee of JPY 500,000 for services performed in connection with each suchmeeting, payable within the three month period immediately following theend of the month in which such meeting is held.

Custodian:•Custodian Fee:
INV pays to the Asset Custodian a custodian fee for each fiscal period,
which may not exceed, on an annual basis, 0.01% of the total amount of its
assets.

Unitholders’ Register Administrative Agent:•Standard Fees:
INV pays standard fees for services such as storage and administration of
INV’s unitholder’s register, monthly reports or other reports that form part of
the regular services, and the determination of the identity of INV’s
unitholders as of end-of-period, mid-period, and quarterly dates (excluding
extraordinary determinations) and compilation of various statistical data.
Monthly standard fees are equal to one-sixth of the sum of the total amountof fees calculated in the manner below, provided that the minimum monthly
fee is set at JPY 200,000.

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Number of unitholders

Fees per Unitholder

The first 5,000 unitholders

JPY 480

Over 5,000 and not more than 10,000

JPY 420

Over 10,000 and not more than 30,000

JPY 36013

Over 30,000 and not more than 50,000

JPY 300

Over 50,000 and not more than 100,000

JPY 260

Over 100,000 unitholders

JPY 250

INV also pays a JPY 70 fee per case for data entry regarding
deregistrations from the unitholder’s register.
•

Administration of Distributions Fees:
INV pays fees for the calculation of distributions and services such as thecreation of distribution records and receipts, processing of stamp tax
payment, preparation of payment records, determination of unpaid
distributions and preparation of unpaid distributions records, preparation ofwire transfer notices, wire transfer tape and wire transfer slips for
distributions, application of withholding tax rates other than general tax
rates, and preparation of distribution statements of accounts. The fees are
determined based on the total number of unitholders as of the record dateand calculated according to the table below, provided that the minimum fee
is set at JPY 350,000.
Number of unitholders

Fees per unitholder
receiving distributions

The first 5,000 unitholders

JPY 120

Over 5,000 and not more than 10,000

JPY 110

Over 10,000 and not more than 30,000

JPY 100

Over 30,000 and not more than 50,000

JPY 80Over 50,000 and not more than 100,000

JPY 60Over 100,000 unitholders

JPY 50

INV pays an additional charge of JPY 150 per instance in connection with
distribution wire transfer instructions; a charge of JPY 100 per instance inconnection with postal dividends receipts; a charge of JPY 150 per
instance in connection with the application of special tax rates; and acharge of JPY 15 per instance for preparation of distribution accountstatements.

Special Accounts Administrator:•

Special Account Administration Fees (SMTB):
These fees are for the administration of special accounts, transfer agent
and handling reports, verification of securities storage and transfer
mechanism and total unit numbers, and creation of reports on transaction

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14totals. The fees are based on the total number of subscribers as of the endof the relevant month and are calculated according to the table below.
There is a minimum special account administration fee of JPY 20,000 per
month.

•

Number of subscribers

Fees per subscriber

The first 5,000 subscribers

JPY 150

Over 5,000 and up to 10,000

JPY 130

Over 10,000 subscribers

JPY 110Special Account Administration Fees (MUTB):
These fees are for the creation and administration of the transfer accountregister and the account ledger attached thereto; for reports for the
notification of general unitholders; new listing, registration, cancellation,and total cancellation procedures; individual unitholder requests for
information; listing and registration in the transfer account register, listing
and registration of pledges, and listing and registration of trustees andassets held in trust; the opening and closing of special accounts;
registration of seals for subscriber information and notifications, renewal ofregistration, and notifications to the subscriber information mechanism;
services related to requests for the opening of special accounts forpurchasers under the New Act on the Transfer of Corporate Bonds, etc.;
and services relating to unit splits and reverse unit splits. The fees are
based on the total number of unitholders as of the end of the relevant
month and calculated according to the table below. There is a minimum feeof JPY 20,000 per month.
Number of unitholders

Fees per unitholder

The first 3,000 unitholder

JPY 150

Over 3,000 and up to 10,000

JPY 125

Over 10,000 and up to 30,000

JPY 100

Over 30,000 unitholders

JPY 75

INV also pays special account administration fees for the administration ofeach special account (except for certain unitholders as separately defined)
as follows: a fee of JPY 150 for a general unitholder report; a fee of JPY
250 for offer or receipt of an individual unitholder notification; a fee of JPY
250 for receipt of information requests; a fee of JPY 250 for receipt ofvarious notices; and a fee of JPY 130 for services related to distribution

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wire transfers.

Accounting Administrator:•

Accounting Administration Fee:
INV pays a fee for each month, payable by the last business day of themonth immediately following the month in which it receives an invoice fromthe Accounting Administrator. The amount of the fee is determined throughseparate agreements between us and the Accounting Administrator but
may not exceed JPY 30 million for any successive two fiscal periods.

Auditor:•

Auditor Fee:
Remuneration for the independent auditor shall be determined by the boardof directors within the maximum amount of JPY 15,000,000 per fiscal
period subject to audit.

INV may also incur other miscellaneous fees in connection with the payment of
distributions; certain notices, investigations and certificates; mailing of notices;handling of returned mail; preparation for general unitholders’ meetings;
preparation of table of unitholders; preparation of CD-ROM; printing; solicitationof wire transfer distributions; creation and processing of certain data; processingof individual or corporate number-related data; and receipt of transfer requests.
Article 23(1) (j)Description of theUnder Article 77 paragraph 4 of the ITA, which applies the requirements of

AIFM's procedure to

Article 109 paragraph 1 of the Companies Act to investment corporations,ensure fair treatment ofinvestment corporations are required to treat unitholders equally depending on

investors and details of

the number and content of units held. In addition, upon liquidation, the allotment

any preferentialof residual assets to unitholders is required to be made equally depending on thetreatment received bynumber units held under Article 77 paragraph 2 item 2 and Article 158 of the ITA.

investors, including
detailing the type ofinvestors and theirlegal or economic links
with the AIF or AIFM
Article 23(1) (k)The latest annual

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Additional information may be found in INV’s most recent semi-annual report

16

report referred to in

prepared in accordance with Article 22 of the AIFMD, which is available at the

Article 22(1)Asset Manager’s office located at Roppongi Hills Mori Tower, 6-10-1 Roppongi,
Minato-ku, Tokyo.

Article 23(1) (l)The procedure and

INV is authorized under the articles of incorporation to issue up to 10,000,000

conditions for the issue

units. The units of INV’s predecessor, TGR Investment, Inc., were listed on

and sale of the units

Osaka Stock Exchange on May 17, 2004. On February 1, 2010, TGR
Investment, Inc. merged with LCP and changed the corporate name to Invincible
Investment Corporation. The units of INV have been listed on the Tokyo Stock
Exchange since August 1, 2006. Secondary market sales and transfers of units
will be conducted in accordance with the rules of the Tokyo Stock Exchange.
Unit prices on the Tokyo Stock Exchange are determined on a real-time basis by
the equilibrium between bids and offers. The Tokyo Stock Exchange sets daily
price limits, which limit the maximum range of fluctuation within a single tradingday. Daily price limits are set according to the previous day’s closing price or
special quote.

Article 23(1) (m)Latest net asset value

INV’s unit’s latest market price is publicly available at the Tokyo Stock Exchangeof the AIF or latest

or from financial information venders (including Reuters), which can be viewed atmarket price of the unit

http://www.reuters.com/finance/stocks/overview?symbol=8963.T

or share of the AIF
Article 23(1) (n)Details of the historical

The units of INV were listed on the Tokyo Stock Exchange on August 1, 2006.

performance of the AIF,

The performance of the units for the most recent five fiscal periods is as follows.

where available
Fiscal period

Total Assets

Total Net Assets

Net Assets per(JPY million)(JPY million)

unit (base value)(JPY)

22nd fiscal period

79,26136,37323,121

130,477

61,392

23,005(from January 1,
2014 to June 30,
2014)
23rd fiscal period(from July 1, 2014
to December 31,
2014)

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1724th fiscal period

136,299

61,731

23,132

185,918

91,75828,731

284,106

130,005

35,368(from January 1,
2015 to June 30,
2015)
25th fiscal period(from July 1, 2015
to December 31,
2015)
26th fiscal period(from January 1,
2016 to June 30,
2016)

Article 23(1) (o)Identity of the prime

No applicable prime broker.

broker, any material
arrangements of the
AIF with its prime
brokers, how conflictsof interest aremanaged with theprime broker and theprovision in thecontract with thedepositary on thepossibility of transfer
and reuse of AIF
assets, and information
about any transfer of
liability to the prime
broker that may exist
Article 23(1) (p)Description of how and

The AIFM will disclose the matters described in Articles 23(4) and 23(5)when periodic

periodically through the AIF Internet website and other public disclosures.

disclosures will bemade in relation to

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leverage, liquidity andrisk profile of theassets, pursuant to
Articles 23(4) and 23(5)Article 23(2)The AIFM shall inform

Not applicable.

the investors before
they invest in the AIF of
any arrangement madeby the depository tocontractually discharge
itself of liability inaccordance with Article
21(13)The AIFM shall also

Not applicable.

inform investors of any
changes with respect todepositary liability
without delay
Article 23(4)(a)Percentage of the AIF's

There are no assets that are subject to special arrangements arising from theirassets which are

illiquid nature.

subject to special
arrangements arisingfrom their illiquid
nature. The percentage
shall be calculated as
the net value of thoseassets subject tospecial arrangements
divided by the net asset
value of the AIF
concerned
Overview of any

There are no such special arrangements.

special arrangements,
including whether theytk-640682

19relate to side pockets,gates or otherarrangements
Valuation methodology

There are no such special arrangements.

applied to assets which
are subject to sucharrangements
How management and

There are no such special arrangements.

performance fees apply
to such assets
Article 23(4)(b)Any new arrangements

Any new arrangements or change in applicable arrangements will be disclosed

for managing theat an appropriate time.

liquidity of the AIF
For each AIF that the

Any new arrangements or change in applicable arrangements will be disclosed

AIFM manages that is

at an appropriate time.

not an unleveraged
closed-end AIF, notify
to investors wheneverthey make changes to
its liquidity
management systems(which enable an AIFM
to monitor the liquidity
risk of the AIF and toensure the liquidity
profile of theinvestments of the AIF
complies with its
underlying obligations)that are material inaccordance with Article
106(1) of Regulation(EU) No 231/2013(i.e., there is a
substantial likelihood

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that a reasonable
investor, becoming
aware of suchinformation, would
reconsider its
investment in the AIF,
including because suchinformation could
impact an investor’sability to
exercise its rights inrelation to its
investment, orotherwise prejudice theinterests of one ormore investors in the
AIF).
Immediately notify

Any new arrangements or change in applicable arrangements will be disclosed

investors where theyat an appropriate time.

activate gates, side
pockets or similar
special arrangements
or where they decide tosuspend redemptions
Overview of changes to

Any new arrangements or change in applicable arrangements will be disclosed

liquidity arrangements,

at an appropriate time.

even if not special
arrangements
Terms of redemption

INV is a closed-end investment corporation, and unitholders are not entitled toand circumstances

request the redemption of their investment.

where management
discretion applies,
where relevant
Also any voting or other

There are no voting or other restrictions on the rights attaching to units.

restrictions exercisable,
the length of any

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21

lock-up or any
provision concerning‘first in line’ or‘pro-rating’ on gatesand suspensions shallbe included
Article 23(4)(c)
The current risk profile

The appropriateness and effectiveness of the risk management structure areof the AIF and the risk

regularly evaluated and enhanced by the AIFM.

management systems

Funds from debts are mainly used for asset acquisition or debt repayment.

employed by the AIFM

These are exposed to liquidity risk at the time of repayment. However, theto manage those risks

liquidity risk is controlled through such measures as striving to maintain andstrengthen the capacity to procure funds from the capital market via capitalraising, along with securing several fund procurement sources and diversifying
repayment deadlines, and also preparing monthly plans for funds.
Debt with a floating interest rate is exposed to interest rate fluctuation risks, but
the impact that interest rate rises have on the operations is limited by keeping
the LTV at low levels and maintaining the proportion of debt that is long-term,
fixed-rate debt at high levels.
Furthermore, derivative transactions (interest rate swap transactions) areavailable as hedging instruments to mitigate the risks of rises in floating interest
rates.
Tenant leasehold and security deposits are deposits from tenants and are
exposed to liquidity risks arising from tenants moving out of properties, but theliquidity risk is controlled through such measures as preparing monthly plans forfunds.

Measures to assess

No such measures have been implemented.

the sensitivity of the
AIF’s portfolio to themost relevant risks towhich the AIF is or
could be exposed
If risk limits set by theNo such situation has occurred.

AIFM have been or are
likely to be exceeded
and where these risk

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limits have been
exceeded a descriptionof the circumstances
and the remedial
measures taken
Article 23(5)(a)Any changes to the

Any new arrangements or change in applicable arrangements will be disclosed

maximum amount ofat an appropriate time.

leverage which the
AIFM may employ onbehalf of the AIF,
calculated inaccordance with thegross and commitment
methods. This shall
include the original andrevised maximum levelof leverage calculated
in accordance with
Articles 7 and 8 ofRegulation (EU) No
231/2013, whereby thelevel of leverage shallbe calculated as therelevant exposure
divided by the net asset
value of the AIF.
Any right of the reuse

No such right or guarantee exists.

of collateral or any
guarantee granted
under the leveraging
agreement, including
the nature of the rights
granted for the reuse ofcollateral and thenature of the

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guarantees granted
Details of any change

Any new arrangements or change in applicable arrangements will be disclosed

in service providers

at an appropriate time.

relating to the above.
Article 23(5)(b)Information on the total

The aggregated amount of debt with interest is JPY 142,419 million as ofamount of leverage

January 31, 2017.

employed by the AIF
calculated inaccordance with thegross and commitment
methods

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