Notice: English translation of the updated report will be available only through to the current fiscal period.
For reports of the next fiscal period onward, please refer to the Japanese version.
January 30, 2019
Report on the Management Structure and System of the Issuer of Real Estate Investment Trust Units and Related Parties
Kenedix Office Investment Corporation (Securities Code: 8972)
Jiro Takeda, Executive Director
Asset Management Company: Kenedix Real Estate Fund Management, Inc.
Masahiko Tajima, President & CEO
Inquiries: TEL.: +81-3-5157-6010
1. Basic Information(1) Basic Policy Concerning Compliance① Kenedix Office Investment Corporation’s basic policy concerning compliance, points of concern and characteristics of management structure, etc. as aninvestment corporation.
The Board of Directors of Kenedix Office Investment Corporation (“the Investment Corporation”) is comprised of one Executive Director and three Supervisory
Directors. The position of Executive Director is concurrently held by the Director & COO, Head of Office REIT Department of Kenedix Real Estate FundManagement, Inc. (“the Asset Management Company”). As mentioned below, the Supervisory Directors are experts, including a lawyer, a certified public
accountant and a real estate appraiser, and are third parties who are not related parties to the Asset Management Company. The Investment Corporation has
prepared various rules and regulations, such as the Board of Directors’ regulations and management rules on insider trading etc. At the same time, we hold Boardof Directors meetings, which have in principle been held regularly once a month and we also hold provisional Board of Directors meetings when necessary. As
such, the Investment Corporation has been able to and continues to make sound decisions. Furthermore, the Asset Management Company gives reports on the stateof the execution of the asset management business at the Investment Corporation’s Board of Directors meetings. In addition, by providing enough information sothat the Board of Directors may make decisions, the Asset Management Company is striving to assist in the appropriate functioning of the Investment
Corporation’s check-and-balance system over the Asset Management Company.
② The Asset Management Company’s basic policy concerning compliance, points of concern and characteristics of management structure, etc. as an asset
management company.
The Asset Management Company has explicitly declared the following points concerning the basic policy of its compliance regulations:＊ We fully recognize insufficiencies in carrying out strict compliance may undermine our management base, and consider the thorough execution ofcompliance as our highest priority issue.
＊ We are aware that we hold responsibility as an investment management business operator who manages assets as entrusted by several investment
corporations for striving to produce value from our businesses sought by society, and we proactively and tirelessly strive towards ensuring compliance inorder to enhance the qualitative and quantitative value of our businesses.
＊ By contributing to the development of the economy and society through the operation of compliance activities, we aim to raise the evaluation received frominvestors and to establish credibility from society at large.
1

Furthermore, in the abovementioned regulations, we have made the following provisions concerning the respective roles played by the Board of Directors, theCompliance Committee and the Compliance Officer in the promotion of compliance.
(Board of Directors)i.
The Board of Directors is the decision-making body over basic matters pertaining to the promotion of compliance company-wide.
ii.
The Board of Directors is able to request the submission of reports as necessary from the Compliance Officer and the Compliance Committee concerning
the state of promoting compliance.
iii.
The Board of Directors resolves following appointments.
(1) The External Commission Member for the Compliance Committee(2) The External Commission Member for each department’s Asset Management Committee(3) Compliance Officer(Compliance Committee)i.
The Compliance Committee, which is headed by the Compliance Officer, holds discussions and makes resolutions concerning matters related to overall
compliance. The specific separation of deliberation and matters to be resolved is as set forth by organizational rules and Compliance Committee rules.
ii.
As head of the Compliance Committee, the Compliance Officer governs matters concerning the Asset Management Company compliance. The
Compliance Committee discusses and resolves other important matters concerning compliance, which are then reported to the Board of Directors.
(Compliance Officer)
i.
The Compliance Officer establishes the internal compliance system and also strives to cultivate a corporate culture that fosters compliance with laws,
regulations and rules. The specific separation of duties, etc. is as set forth by organizational rules.
ii.
The Compliance Officer confirms that the prescribed documents have been prepared when a corresponding each department establishes or revises
management guidelines, asset management plans, etc., or a provision concerning the acquisition of individual assets is submitted, etc. After confirming
preparation of the prescribed documents, the Compliance Officer conducts a preliminary assessment of whether or not important compliance issues exist,
such as violations of laws and regulations.
iii.
As head of the Compliance Committee, the Compliance Officer governs matters concerning the Asset Management Company’s compliance.
Moreover, the overview of the operations, etc. of the Compliance Officer or Compliance Department and Compliance Committee are as shown in the following
table.
Compliance Officer / Compliance Department
Separation of Duties
Items related to overall control of compliance, including drafting compliance programs and compliance manuals, etc.
Items related to establishment, amendment and abolishment of various company regulations, rules, etc. and verification of the observancestatusiii. Items related to verification of the observance status for laws, regulations and ordinances concerning overall businessiv. Items related to overall control of handling of complaints
v. Items related to management of information related to firms, insider trading, etc.
vi. Items related to overall control of the information managementvii. Items related to risk managementviii. Items related to individual-based management of compliance risks and administrative risks
ix. Items related to negotiations, etc. with regulatory authorities for matters of business duties
i.
ii.

2

x.

Other incidental or related items

Compliance Committee
Board
President & CEO, Compliance Officer (Chairperson), Director (full-time) and External Commission Member (Note 1)
Content ofa. Matters concerning asset management of the Investment Corporation
Deliberationi. Items related to transactions with related parties (Note 2) or those between the Asset Management Company and theInvestment Corporation (Note 3) that fall under the asset management business (the “KDO Asset Management Business”)
consigned to the Asset Management Company by the Investment Corporation
ii. Items related to transactions conditionally approved in the management guidelines of the Office REIT Department or
non-regulated transactions that fall under the KDO Asset Management Businessiii. Items related to management policies concerning the KDO Asset Management Business (establishment and changes, etc.
of the Office REIT Department’s management guidelines, asset management plans, medium-term business plans andannual business plans)iv. Items related to KDO Asset Management Business transactions that exceed the acquisition amount range stipulated in theannual asset management business plan.
v. Other items incidental or related to the above items
b. Other mattersi. Items related to compliance and the compliance system within the Asset Management Company
ii. Items related to the acquisition of shares, investment units, etc. by officers and employees, etc. stipulated in its
management rules on insider trading, etc.
iii. Items related to establishment, amendment and abolishment of various company regulations, rules, etc.
iv. Items related to compliance concerning other items stipulated by the compliance officer as neededv. Other items incidental or related to the above items
Deliberation· Requires more than two-thirds of Committee members to be present. However, the Compliance Officer and theMethodExternal Commission Member are required to attend.
· A resolution is passed by a unanimous vote. However, Director (full-time) in charge of specific department has no
voting right for asset management related matters other than in charge of self. Moreover, if a unanimous vote is not
obtained, then the Compliance Officer returns the provision to the department that proposed it.
Note 1: As of the date of this document, the External Commission Member is a lawyer who is not a related party to the Asset Management Company, officers andemployees of the Asset Management Company, investment corporations that entrust asset management business to the Asset Management Company. Please refer to
Item 2-(3) ② (iii) for the personal history, etc.
Note 2: Please refer to Item 2-(3) ① (ii) for the related parties
Note 3: Please refer to Item 2-(3) ①(iii) for the transactions with related parties or between the Asset Management Company and the Investment Corporation3

(2) Details of the Investment Corporation’s Main Investors

Name
The Master Trust Bank of Japan, Ltd. (Trust Account)
Japan Trustee Services Bank, Ltd. (Trust Account)
Trust & Custody Services Bank, Ltd. (Securities Investment Trust
Account)
The Nomura Trust and Banking Co., Ltd. (Investment Trust
Account)
JPMorgan Chase Bank 385628
Nomura Bank (Luxembourg) S.A.
State Street Bank and Trust Company 505001
State Street Bank and Trust Company 505012
The Bank of New York Mellon 140044
State Street Bank and Trust Company 505223
Total of 10

Relationship with the Investment Corporation,
the Asset Management Company or sponsors andthe background for holding units
Not applicableNot applicable

As of October 31, 2018
Number of
Ratio
Investment(%)
Units owned(Note)
85,71420.00
17.67
75,720Not applicable

21,4595.00

Not applicable

21,237

4.95

Not applicableNot applicableNot applicableNot applicableNot applicableNot applicable

12,051
11,517
7,546
6,177
6,149
5,749
253,319

2.81
2.68
1.76
1.44
1.43
1.34
59.11

Note: The ratio is rounded down to the second decimal place(3) Major Shareholders of the Asset Management Company
Name

Kenedix, Inc,

Relationship with the Investment Corporation, the Asset Management Company
or sponsors and the background for holding units
The wholly owning parent company and the sponsor company of the AssetManagement Company. The sponsor, the Investment Corporation and the AssetManagement Company has concluded the memorandum of understanding on theprovision of real estate information (hereinafter, the “Memorandum ofUnderstanding”).
Total of 1

As of October 31, 2018
Number of Stocks Owned
Ratio (%)
(units)4,000

100.004,000

100.00(4) Investment Policies and Investment Target
Please refer to “1. Fund Information, [1] Status of Fund, 2. Investment Policy, (1) Investment Policy” and “(2) Investment Target” described in Kenedix Office
Investment Corporation’s Securities Report for the twenty-seventh fiscal period (Japanese version only).
(4)-2 Matters Concerning Tenant Selection Standards
In relation to tenant selection standards for real estate etc. the Investment Corporation determines a tenant’s occupancy after comprehensively considering its attributes,
credibility, line of business, purpose of use, lease terms and conditions, and possible turnover, etc.
(4)-3 Matters Concerning Investment in Overseas Real Estate4The Investment Corporation shall not invest in overseas real estate.
(5) Matters Concerning Sponsors① Principal Activities of Sponsor Company Group (as of September 30, 2018)
The sponsor company group consists of Kenedix Inc., which is the sponsor company, 46 subsidiaries (including non-consolidated) and 24 related companies(including non-equity-method affiliates). Out of these, the following is information concerning 5 consolidated subsidiaries and 3 equity method affiliates.
Moreover, other subsidiaries and affiliates are mainly investment vehicles (tokumei-kumiai operators), etc. (Note).
The core businesses of the Kenedix Group include asset management business, property management business, property operation business and real estate
investment business. As such, the Kenedix Group provides general and comprehensive investment services to customers/investors by catering to the entire
investment process, which includes the following: investment strategy proposals/investment advices regarding real estate and loans backed by real estate, etc.,
and asset management by operation/management of investment business.
Note: Investment vehicle: The Kenedix Group mainly uses Godo Kaisha as a typical “Investment Vehicle” as defined by the Companies Act of Japan. Godo Kaisha, etc.
established by Kenedix, Inc. conclude tokumei-kumiai contracts with investors, originate the tokumei-kumiai and run the investment business with the Godo Kaisha, etc. as
the tokumei-kumiai operators and the investors as participants in the tokumei-kumiai.

【Kenedix, Inc.’s consolidated subsidiaries】
Consolidated Subsidiary
Kenedix Real Estate Fund Management, Inc.
Space Design, Inc.
Kenedix Property Management, Inc.
Kenedix Asia Pte. Ltd.
Kenedix Westwood, LLC
Other 33 companies

Main Description of Business
Asset management business of real estate funds and management business of real estate
investment trust
Entrustment of real estate-related operational business, etc.
Entrustment of real estate-related property management business, etc.
Identification of and investment in real estate projects in Asia
Identification of and investment in real estate projects in the United States of America【Kenedix, Inc.’s Equity-Method Affiliates】
Equity-Method Affiliates
Premier REIT Advisors Co., Ltd.
KW Multi-Family Management Group, LLC.

Main Description of Business
Asset Management Company for Premier Investment Corporation
Identification of and asset management in real estate projects in the United States of America

MUL Realty Advisers Co., Ltd.
Other 20 companies

Management business of real estate funds

5【Structure of the Group Company】(as of September 30, 2018)
Asset Management Business

Property Operation Business

Property Management Business

Real Estate Investment Business

Kenedix, Inc.

(Consolidated Subsidiary)

Kenedix Real Estate FundManagement, Inc.
(Consolidated Subsidiary)(Consolidated Subsidiary)(Equity-Method Affiliates)

KW Multi-FamilyManagement Group, LLC(Consolidated Subsidiary)

Kenedix Property
Management, Inc.

Space Design, Inc.

Kenedix Asia Pte. Ltd.
Kenedix Westwood, LLC
Tokumei-Kumiai / Operatorsof Tokumei-Kumiai

Premier REIT Advisors
Co., Ltd.
MUL Realty Advisers
Co.,Ltd.

② Agreements Concerning Supply on Properties and Information Provision with Sponsor Company Groups
i. Support from Kenedix, Inc. in the Provision of Investment Properties(i). Provision of Property Sales Information Acquired by Kenedix, Inc.
In the event that Kenedix, Inc. obtains sales information (hereinafter, “Property Sales Information”) on properties, etc. owned or managed by parties otherthan respective parties of the Memorandum of Understanding (hereinafter, “Support-line Memorandum of Understanding”; as amended thereafter on its own),
and in its reasonable opinion, meets the Investment Corporation’s investment criteria, Kenedix, Inc. has agreed to provide information regarding suchproperties, etc. to the Asset Management Company no later than the time it provides such information to parties other than the Asset Management Company(including but not limited to Kenedix Investment Partners, Inc. The same shall apply hereinafter.), unless otherwise prohibited by law or regulations orcontracts to which it is a party.

6

(ii). Information regarding Property Sales Owned by Kenedix, Inc.
In the event that Kenedix, Inc. considers disposing of a property, etc. owned or planned to be acquired by Kenedix, Inc., its wholly owned entity (including
silent partnership, but not limited to this), a fund fully financed by Kenedix, Inc. (including silent partnership, but not limited to this), or a fund fully
financed by its wholly owned entity (excluding properties, etc. held in response to warehousing holding requests made by the Asset Management Company,as defined in iii.), and in its reasonable opinion, meets the Investment Corporation’s investment criteria, Kenedix, Inc. provides information regarding suchproperties, etc. to the Asset Management Company no later than the time it provides such real estate information etc. to parties other than the AssetManagement Company, unless the sale to the Investment Corporation is prohibited by law or regulations or contracts to which it is a party.
(iii). Disposition of Property Owned by Private Placement Funds Managed by Kenedix Investment Partners, Inc.
In the event that Kenedix Investment Partners, Inc. disposes of a property owned by a real estate investment fund (excluding warehousing function funds
defined in the following ii.) for which Kenedix Investment Partners, Inc. serves as the asset management company and, in its reasonable opinion, meets theInvestment Corporation’s investment criteria, Kenedix Investment Partners, Inc. has agreed to provide information regarding such property to the AssetManagement Company no later than the time it provides such information to parties other than the Asset Management Company, unless otherwise
prohibited by law or regulations or contracts to which Kenedix Investment Partners, Inc. or said real estate investment fund is a party.
ii. Disposition of Property by a Warehousing Function FundAs for properties, etc. owned or managed by Kenedix, Inc., Kenedix Investment Partners, Inc. or a third party, the Asset Management Company may
request Kenedix Investment Partners, Inc. to originate a real estate investment fund for the purpose of securing future opportunities for the Investment
Corporation to acquire properties. In the event that Kenedix Investment Partners, Inc. receives such a request from the Asset Management Company, it shallconsider the said request in good faith.
In the event that Kenedix Investment Partners, Inc. accepts a request set forth under the abovementioned paragraph, it shall originate a property fund/real
estate fund (“Warehousing Function Fund”) for which it will serve as the asset management company and acquire properties, etc. relating to said request set
forth under the abovementioned paragraph at said fund.
In the event that Kenedix Investment Partners, Inc. disposes of properties owned by the Warehousing Function Fund (“Warehousing Function Fund Properties”),
it shall observe the following provisions.
(a) When selling Warehousing Function Fund Properties, Kenedix Investment Partners, Inc. shall first offer it to the Asset Management Company for sale tothe Investment Corporation.
(b) After Kenedix Investment Partners, Inc. extends the offer of sale to the Asset Management Company set forth under (a), it shall discuss sales andpurchase terms for the Warehousing Function Fund Properties with the Asset Management Company in good faith.
(c) In the event that Kenedix Investment Partners, Inc. do not reach an agreement concerning the sales and purchase of the Warehousing Function Fund
Properties after holding discussions as set forth under (b) or falls under certain conditions (hereinafter, “Reasons for Selling to a Third-Party”), Kenedix
Investment Partners, Inc. may offer the sale of such Warehousing Function Fund Properties to a third-party after giving the Asset Management Company
a notice that it will extend such offer the sale of Warehousing Function Properties to a party other than the Asset Management Company.
For details of disposition procedures or reasons for selling to a third-party, agreements shall separately be concluded between the respective parties of the
Support-Line Memorandum of Understanding and the Warehousing Function Fund, after such details have been determined for each Warehousing Function
Fund that will be originated.
iii. The Warehousing Function Offered by Kenedix
7

The Asset Management Company may request Kenedix, Inc. to purchase and temporarily hold a property owned or managed by Kenedix, Inc., Kenedix
Investment Partners, Inc. or a third party with a view to reselling it to the Investment Corporation. In the event that Kenedix, Inc. receives such a requestfrom the Asset Management Company, it shall consider said request in good faith.
In the event that Kenedix, Inc. has accepted such a request, Kenedix, Inc. will purchase the property directly or indirectly through its wholly owned entity.
When purchasing the property, Kenedix, Inc. may not offer such property to any party other than the Asset Management Company for one year following
the acquisition. In addition, when the Asset Management Company makes an offer for the Investment Corporation to purchase the property during such
period, Kenedix, Inc. must comply with the offer.
iv. Others
The Support-Line Memorandum of Understanding is to be valid for one year from November 1, 2018. The Support-Line Memorandum of Understanding
will be extended automatically for one year from the date following of the expiration date under the same terms after each year unless any one of theInvestment Corporation, the Asset Management Company, Kenedix, Inc. or Kenedix Investment Partners, Inc. notifies all other entities that signed thismemorandum no later than 30 days prior to the expiration date of the intent not to renew the memorandum.
Furthermore, as a result of information provision, etc. based on the Support-Line Memorandum of Understanding, if the Investment Corporation receives
Property Sales Information and also requests brokerage service based on the Real Estate Brokerage Act or brokerage service based on the Financial
Instruments and Exchange Act after separately discussing and agreeing with Kenedix, Inc. and if such has resulted in acquisition of real estate, etc., theInvestment Corporation shall pay the brokerage fee which is the amount separately agreed based on applicable laws and regulations (including ordinances,notices, etc.), customary business practices and the nature of services provided.
In addition, when the Investment Corporation reaches an agreement with Kenedix, Inc. and Kenedix Investment Partners, Inc. after separate discussions, it
shall pay fees for services, etc. (including but not limited to provision of advice on constructing a scheme; investigation of real estate, etc.; preparation of
documents required for transactions; and support services in searching for properties and completing transactions which are not part of brokerage services in
the previous paragraph) that Kenedix, Inc. and Kenedix Investment Partners, Inc. have provided to the Investment Corporation based on the memorandum,
in addition to brokerage fees stated in the previous paragraph. The amount of fees shall be the amount separately agreed based on applicable laws andregulations (including ordinances, notices, etc.), customary business practices and the nature of services provided.

v. Other Support-Line Memorandum of Understanding
The Asset Management Company provides asset management services to the Investment Corporation as well as Kenedix Residential Next Investment
Corporation, Kenedix Private Investment Corporation and Kenedix Retail REIT Corporation. Kenedix, Inc., Kenedix Investment Partners, Inc. and the AssetManagement Company have executed the Support-Line Memorandum of Understanding similar to the above with Kenedix Residential Next Investment
Corporation, Kenedix Private Investment Corporation and Kenedix Retail REIT Corporation.
Moreover, the Support-Line Memorandum of Understanding approves in advance that, with regard to the information about the sale of real estate, etc. andwarehoused real estate, etc. provided by Kenedix, Inc. or Kenedix Investment Partners, Inc. based on the Support-Line Memorandum of Understanding, if
the Asset Management Company decides to not acquire the relevant assets for the Investment Corporation after investigating acquisition loyally with the due
care of a prudent manager (hereafter, the real estate, etc. that is decided not to be acquired is referred to as the “real estate, etc. not to be acquired”), otherinvestment corporations to which the Asset Management Company provides asset management services may investigate the real estate, etc. not to beacquired and, based on the investigation, may acquire it (however, if said other investment corporations have acquired the real estate, etc. not to be acquired
and the Investment Corporation had issued a purchase confirmation letter for the relevant real estate, etc. not to be acquired, the Asset Management
Company shall report the acquisition to the Investment Corporation without delay).
Furthermore, the Asset Management Company has established a Pipeline Meeting in order to prevent arbitrary allocation of the information about the sale of8real estate, etc., prevent conflicts of interest arising between investment corporations, and secure loyalty to each investment corporation in conducting
operations, and has adopted rules on “preferential rights to study property information.” For the outline of the rules, please refer to “1. Fund Information, [1]Status of Fund, 1. Over of the Investment Corporation, (4) Structure of the Investment Corporation, ③ Items for Decision-Making on Investment
Management Related to KDO Asset Management Business, (c) Prevention of Conflicts of Interest Arising among Funds (the Outline of Preferential Rights)”
described in Kenedix Office Investment Corporation’s Securities Report for the twenty-seventh fiscal period (Japanese version only).
As stated above, there is a possibility that the investment targets overlap between the Investment Corporation and Kenedix Investment Partners, Inc., which
manages privately placed funds. However, the Asset Management Company believes that segregation is possible as the basic risk-return profiles of customer
investors are different between the privately place funds and the Investment Corporation, and the information is provided in accordance with the priority set
forth in the above-mentioned Support-Line Memorandum of Understanding. In addition, Kenedix, Inc. has acquired part of the shares (shareholding ratio:30%) of Premier REIT Advisors Co., Ltd., which is entrusted with the asset management of Premier Investment Corporation, a J-REIT that has aninvestment target that partially overlaps with the Investment Corporation, on October 30, 2014. Furthermore, the Investment Corporation and the AssetManagement Company judged that there will be no special impact on property acquisition opportunities of the Investment Corporation associated with theshare acquisition, as the Asset Management Company receives sales information on properties, etc. obtained by Kenedix, Inc. at the same time as parties
other than the Asset Management Company based on the Support-line Memorandum of Understanding.

92. Management Structure and System of the Investment Corporation and the Asset Management Company(1) Investment Corporation① Directors of the Investment Corporation
As of January 30, 2019
Title
Name
Brief Personal History (Note)
Reason for Selection
April 1993
Joined Sumitomo Trust and Banking Co., Ltd.
Jiro Takeda was
August 2000
Joined Sanko Estate Co., Ltd.
selected based on
October 2002
Joined GMAC Commercial Mortgage Japan, K. K.
expectations due to his
May 2005
Joined Hudson Japan K. K., Asset Management Division as a Vice President
knowledge andMay 2014
Joined Kenedix, Inc., Fund Management Department as a Head of Fundexperience concerning
Executive
Jiro
Management Team 1
the financial and real
Director
TakedaMarch 2017
Assigned as a Head of Planning Division, Office REIT Department of Kenedix Real estate business
Estate Fund Management, Inc.
April 2018
Assigned as a Director & COO, Head of Office REIT Department of Kenedix Real
Estate Fund Management, Inc. (current position)
Assigned as an Executive Director of Kenedix Office Investment Corporation(current position)
October 1989
Joined Chuo Shinko Audit Corporation
Shiro Toba wasMarch 1993
Became a Japanese certified public accountant
selected based on
January 1997
Established Toba Public Accounting Office (current position)
expectations due to his
May 2002
Became a Japanese certified tax accountant
knowledge andApril 2004
Assigned as a Director of Majestec Corporation (current position)
experience as an
Supervisory
Shiro
January 2005
Assigned as a Representative Director of Minori Accounting Co., Ltd.
expert concerning
DirectorToba(current position)accounting and taxes
May 2005
Assigned as a Supervisory Director of Kenedix Realty Investment Corporation(currently Kenedix Office Investment Corporation) (current position)

April 1974
July 1977
October 1982
January 1985
March 1985
February 1992
February 1994
October 1996
Supervisory
Director

YoshihiroMorishimaFebruary 1999
October 2000
April 2001
April 2002
September 2003
April 2006
April 2011

Concurrent positions held that are not conflicts of interest:
36 corporations including Minori Accounting Co., Ltd., etc.
Joined The Mitsubishi Trust Banking Corporation, Machida BranchTransferred to Real Estate Division
Transferred to Gotanda BranchTransferred to Shibuya Branch
Registered as the real estate appraiser
Transferred to Real Estate Division
Transferred to Takamatsu Branch as a Vice President
External assignment to Ryoushin Jyutaku Hanbai Kabushikigaisha as an Executive
Director / Senior Sales Director
Assigned as a General Manager of Tokyo Business Division VI, Mitsubishi Trust
Banking Corporation
Transferred to Real Estate Appraisal Division as a General Manager
Guest Professor of Faculty of Real Estate Sciences Department of Real Estate
Sciences, Meikai University
Transferred to Real Estate Consulting Division as a General Manager of Mitsubishi
Trust Banking Corporation
Left the Mitsubishi Trust Banking Corporation
Adviser of Tokyo Association of Real Estate Appraisers (current position)
Officer of Morishima Consulting Office of Real Estate
10

Yoshihiro Morishima
was selected based on
expectations due to his
knowledge andexperience concerning
the financial and realestate businessTitleName
March 2012
February 2014
September 2016
October 2016

April 1989
April 1990
January 1991
April 1997
November 2000
Supervisory
Director

TakahiroSeki

May 2001
February 2002
June 2002
February 2014

Brief Personal History (Note)
Assigned as a Supervisory Director of Kenedix Realty Investment Corporation(currently Kenedix Office Investment Corporation) (current position)
Assigned as President of Y.K. Island Forest (current position)
Adviser of Housing Improvement & Development Corporation Foundation (current
position)
Officer of Morishima Consulting Office of Real Estate (current position)
Concurrent positions held that are not conflicts of interest:
5 corporations including Y.K. Island Forest, etc.
Joined Goldman Sachs (Japan) Corp.
Joined S. G. Warburg Securities (Japan) Inc.
Left S. G. Warburg Securities (Japan) Inc.
Became a member of Tokyo Bar Association Law Offices
Joined Kataoka & Kobayashi as an Associate
Assigned as an Executive Officer and Head of Legal Office, GE Fleet Services
Corporation
Assigned as a director and Head of Legal Office
Joined Miyakezaka Sogo Law Offices as an Associate
Became Partner (current position)
Assigned as a Supervisory Director of Kenedix Office Investment Corporation(current position)

Reason for Selection

Takahiro Seki wasselected based on
expectations due to his
knowledge andexperience as anexpert concerning law

Concurrent positions held that are not conflicts of interest:
1 corporation, Miyakezaka Sogo Law Offices
Note: Corporate names, etc. are in principle stated at that time. With regards to the Investment Corporation, Corporate names are stated at the time of the appointments and noted as ofthe date of this document in brackets.

11

② Reasons why Executive Director of the Investment Corporation concurrently holding the position of executives and regular employees of the Asset Management
Company and measures for relationships involving conflicts of interests
Title of the Asset
Measures for Relationships involving
Name
Reasons for Concurrent Position
Management Company
Conflicts of Interests(1)
The
Asset Management Company(1) Necessity of Concurrent Position
has
OfficeREIT Department RelatedThe majority of decisions made for the Investment Corporation are
party
Transaction
Rules, which set
made based on judgments made by the Asset Management Company
forth
that
transactionsof acquisition
due to the consignment of asset management to the Asset Management
anddispositionofassetswith related
Company. Therefore, close cooperation and information sharing are
required between the management of the Investment Corporation and parties must be given approval by theInvestment Corporation’s Board of
the management of the Asset Management Company.
Furthermore, the following are duties of Executive Directors of the Directors in the form of a resolution
Investment Corporation and information sharing is vital in order for and consent by Executive Director. In
order to propose the matter to thethem to fulfill their duties.
① Executive Directors must obtain approval from the Board of Board of Directors, it must first be
Directors meeting for executing certain operations (Article 109, given approval of resolution by theParagraph 2 of the Investment Trust Act). These operations include Compliance Committee and the KDO
concluding asset management agreements, payment of expenses for Asset Management Committee.
managing assets, such as asset management fees, and matters related to According to the rules, in order for athe operations of the Asset Management Company. By holding a proposal to pass the Complianceconcurrent position, we believe he is able to give accurate and Committee, it must be given
sufficient explanations to the Board of Directors and thus assist the unanimous approval by all members of
the Committee, including the External
Board of Directors in making sound decisions.
Commission Member (a lawyer who is② Executive Directors must report the state of executing business to
Director & COO,a third party but who is not a related
Jiro
the Board of Directors (Article 109, Paragraph 3 of the Investment
Head of Office REIT
party). Furthermore, related-party
TakedaTrust Act). By holding a concurrent position, we believe he is able toDepartment
transactions that are given official
give detailed and precise reports to the Board of Directors.
approval are immediately disclosed.
③ Executive Directors are accountable for giving explanation tounitholders at the General Meeting of Unitholders (Article 94, (2) In the event the Investment
Paragraph 1 of the Investment Trust Act and Article 314 of the Corporation engages, under instruction
Companies Act). As we mentioned above, the Asset Management of the Asset Management Company, in
Company is entrusted with the asset management of the Investment the purchase and sale of specified
Corporation and acts as an Asset Management Company. Therefore, we assets and other transactions stipulated
believe that his concurrent position as a Director of the Asset in the Order for Enforcement of theManagement Company and as an Executive Director of the Investment Act on Investment Trusts andCorporation will enable him to give accurate and sufficient Investment Corporations (Government
explanations to unitholders.
Ordinance No. 480 of 2000, as④ Since the Asset Management Company has been entrusted with amended
thereafter;
hereafter,
operations set forth in agreements, it must report the state of entrusted “Enforcement Order of the Investment
matters to the Investment Corporation, which is the investment Trust
Act”)
with
the
Asset
corporation. Therefore, we believe that holding concurrent position will Management Company or directors or
enable him to sufficiently carry out these responsibilities.
executive officers of the Asset
As we mentioned above, in view of the agreements made between the Management
Company,
other
Asset Management Company and the Investment Corporation, as well investment corporations to which theas the nature of duties of the Executive Directors of the Investment Asset Management Company provides
Corporation, we believe that his concurrent position as the asset management services, related
12

Representative Director of the Asset Management Company and as an
Executive Director of the Investment Corporation will enable him tocarry out appropriate and sound management with expedition.
Therefore, the concurrent position is highly necessary.

Jiro
TakedaDirector & COO,
Head of Office REIT
Department(2) Capacity for Holding Concurrent Position
Special conflicts of interest are not seen to arise as a result of theRepresentative Director of the Asset Management Company
concurrently holding position of Executive Director of the Investment
Corporation, who makes decisions for the Investment Corporation.
Moreover, Executive Director, Jiro Takeda has financial experience
working in a financial institution named the Sumitomo Trust andBanking Co., Ltd. (current Sumitomo Mitsui Trust Bank, Limited). He
then joined asset management companies of real estate private funds.
Due to his experience in real estate finance backed by financial
knowledge earned prior to his entrance, we expect him to conduct
management using his wide range of knowledge and experience.

parties and other parties stipulated in
the Enforcement Order of theInvestment Trust Act, the AssetManagement Company shall, pursuant
to the provisions of the Ordinance for
Enforcement of the Act on Investment
Trusts and Investment Corporations(Ordinance of the Prime Minister's
Office No. 129 of 2000, as amended
thereafter; hereafter, “Enforcement
Ordinance of the Investment TrustAct”), provide a written report
describing matters relating to theaforementioned transactions to theInvestment
Corporation,
otherinvestment corporations to which theAsset Management Company provides
asset management services (limited tothose that invest in similar asset types
as the relevant specified assets) andother parties stipulated in the
Enforcement Order of the Investment
Trust Act.

③ Other relationships involving Conflicts of Interest due to other positions held simultaneously by Directors for the Investment Corporation (excluding contents
mentioned above ②)
Each Director has no relation or transaction involving conflicts of interest.

13

(2) Asset Management Company① Directors of the Asset Management Company
Title・Full-time/Part-time

Chairman,
Representative Director(Full-time)

Name

Ryosuke
Homma

Brief Personal History (Company names etc. at that time)
April 1968
April 1973
February 1979
June 1986
June 1992
September 1994
October 1996
November 2003
March 2007
March 2010
March 2013
October 2013
March 2017
April 1988
July 2000
May 2005

President & CEO(Full-time)MasahikoTajimaJune 2007
February 2012
October 2013
March 2014
May 2014
March 2015
March 2017

Director & COO,
Head of
Office REIT Department(Full-time)

Jiro
TakedaMitsubishi Corporation
Mitsubishi Company (Thailand) Ltd.
Baghdad Office of Mitsubishi Corporation
Overseas Construction Department of Mitsubishi Corporation
Los Angeles Office of Mitsubishi International Corporation
President & CEO of MC Realty, Inc.
President & CEO of Kennedy-Wilson Japan Co., Ltd.
President & CEO of KW Pension Fund Advisors Co., Ltd.
Chairman, Representative Director of Kenedix, Inc.
Chairman & Director of Kenedix, Inc.
Adviser of Kenedix, Inc (current position)
President & CEO of Kenedix Real Estate Fund Management, Inc.
Chairman, Representative Director of Kenedix Real Estate FundManagement, Inc. (current position)
The Mitsui Trust and Banking Co., Ltd.
Sumitomo Life Insurance Company
Joined Kenedix, Inc.
Seconded to Kenedix REIT Management, Inc. as a Head of Financial
Planning Department,
Director & Head of Financial Planning Department
Executive Officer & Head of Corporate Planning Department of Kenedix,
Inc.
Director of Kenedix Real Estate Fund Management, Inc.
Director of Space Design, Inc.
Director, Head of Corporate Planning Department of Kenedix, Inc.
Director of Japan Senior Living Partners, Ltd.
Director & CFO, Head of Corporate Planning Department of Kenedix, Inc.
President & CEO of Kenedix Real Estate Fund Management, Inc. (current
position)

Please refer to above “(1) Investment Corporation ①Directors of the Investment Corporation.”

As of January 30, 2019Concurrent Positions・External Assignment--

Executive Director of
Kenedix Office Investment
Corporation(concurrent position)
External assignment from
Kenedix, Inc.

14

Director & COO,
Head of
Retail REIT Department(Full-time)

AkihiroAsano

April 1994
January 2001
January 2004
January 2009
January 2013
March 2014
September 2014

Director & COO,
Head ofResidential REIT
Department and Head of
Asset Investment Division,
Residential REIT
Department(Full-time)

October 2014
April 1993
October 2002
May 2006
October 2007
November 2011
February 2012
August 2012
Keisuke
Sato

October 2013
March 2016
March 2017
March 2017
March 2018
April 1990

Director & COO,
Head of
Private REIT Department(Full-time)

MotoshiIchikiMarch 1994
March 1996
March 1999
March 2001
August 2002
March 2009
January 2010
June 2010
December 2011
October 2013
October 2013
October 2013
February 2014
March 2017
April 2018

Mitsubishi Corporation, Development & Construction Division
Seconded to Mitsubishi Corp, - UBS Realty Inc.
Kennedy-Wilson Japan Co., Ltd., Investment Department
Mitsui & Co., Logistics Partners Ltd. Outside Director
Head of Strategic Investment Team. 1 of Kenedix, Inc.
Executive Officer, Deputy Head of Strategic Investment Department, Headof Strategic Investment Team. 1
Director & COO, Head of Retail REIT Department of Kenedix Real Estate
Fund Management, Inc. (current position)
Executive Director of Kenedix Retail REIT Corporation (current position)
Tokyu Land Corporation
J.P. Morgan Securities Asia Private Limited
Capital Advisers Co., Ltd.
Roundhill Capital Partners K. K.
Kenedix, Inc.
Head of Financial Planning Department of Kenedix REIT Management, Inc.
Director & Head of Investment Management Department, Kenedix REITManagement, Inc.
Head of Investment Management Division, KRI Fund Department ofKenedix Real Estate Fund Management, Inc.
Head of Planning Division, Residential REIT Department
Director & COO, Head of Residential REIT Department
Executive Director of Kenedix Residential Investment Corporation (current
position)
Director & COO, Head of Residential REIT Department and Head of Asset
Investment Division, Residential REIT Department of Kenedix Real Estate
Fund Management, Inc. (current position)
Corporate Business Division 7, Head Office of The Nippon Credit Bank,
LimitedAoyama Branch Office
Fukuoka Branch Office
Shibuya Branch Office
Corporate Business Division 4, Head Office
Real Estate Department of Kennedy-Wilson Japan Co., Ltd.
Corporate Planning Department
Seconded to Kenedix Asset Management, Inc.
Seconded to Pacific Holdings, Inc.
Corporate Planning Department of Kenedix, Inc.
Special Appointed Manager of Kenedix Real Estate Fund Management, Inc.
Head of KPI Fund Department, Head of Planning Division, KPI Fund
Department
Executive Director of Kenedix Private Investment Corporation (current
position)
Head of Private REIT Department, Head of Planning Division, Private
REIT Department of Kenedix Real Estate Fund Management, Inc.
Director & COO, Head of Private REIT Department, Head of Planning
Division, Private REIT Department
Director & COO, Head of Private REIT Department (current position)
15

Executive Director of
Kenedix Retail REIT
Corporation(concurrent position)
External assignment from
Kenedix, Inc.

Executive Director of
Kenedix Residential Next
Investment Corporation(concurrent position)
External assignment from
Kenedix, Inc.

Executive Director of
Kenedix Private Investment
Corporation(concurrent position)
External assignment from
Kenedix, Inc.

July 1969
June 1988
May 1989
March 1995
July 1997
June 1998
June 2000
July 2001
Statutory Auditor(Part-time)

Haruo
Funabashi

February 2003
May 2004
October 2004
October 2004
March 2005
June 2009
September 2013
October 2013
June 2015
June 2016
June 2017

Statutory Auditor(Part-time)

Statutory Auditor(Part-time)

Shintaro
Kanno

Masayuki
Kobayashi

October 1994
March 2001
June 2001
March 2003
April 2004
October 2013
November 2015
April 1984
August 2001
June 2002
September 2003
June 2005
March 2008
June 2010
December 2013
March 2017
March 2017
April 2018

Joined Ministry of Finance
Assigned as Deputy Financial Commissioner, Ministry of FinanceCounselor, Japanese Embassy in France
Assigned as Commissioner, Tokyo Customs
Assigned as Deputy Commissioner, National Tax Administration
Assigned as Secretary General, Securities and Exchange SurveillanceCommission
Assigned as Director General, Minister’s Secretariat, National Land
AgencyAssigned as Vice-Minister for Land and Hokkaido Development, Ministryof Land, Infrastructure and Transport
Chief Executive Officer of Sirius Institute Inc. (current position)
Visiting Professor, Graduate School of International Corporate Strategy,
Hitotsubashi University
Corporate Auditor of KW REIT Management, Inc.
Corporate Auditor of KW Pension Fund Advisors Co., Ltd.
Corporate Auditor of Kennedy-Wilson Japan Co., Ltd. (current position)
Director of The Dai-ichi Mutual Life Insurance Company
Outside Director of MORIMOTO Co.,Ltd. (current position)
Statutory Auditor of Kenedix Real Estate Fund Management, Inc.
(current position)
Outside Director of Hitachi Capital Corporation
Outside Director of SMBC Trust Bank Ltd. (current position)
Director of The Dai-ichi Life Insurance Company, Limited (current
position)
Tohmatsu & Co.
Akasaka Houwa Accounting Firm
Statutory Auditor of Kennedy-Wilson Japan Co., Ltd. (current position)
Representative, Shintaro Kanno Accounting Firm (current position)
Statutory Auditor of KW Pension Fund Advisors Co., Ltd.
Statutory Auditor of Kenedix Real Estate Fund Management, Inc. (current
position)
Statutory Auditor, MARSH Co., Ltd.
Tokyu Construction Co., Ltd.
Lumenis Co., Ltd.
Pacific Management Corporation
Representative Director of Business and Asset Solution Corporation
Corporate Officer of Pacific Management Corporation
Director & Head of Administration Headquarter
Head of Compliance Department of Kenedix, Inc.
Head of General Administration & Human Resources Department
Statutory Auditor of Kenedix, Inc. (current position)
Statutory Auditor of Kenedix Real Estate Fund Management, Inc. (current
position)
Statutory Auditor of Kenedix Investment Partners, Inc. (current position)

16

Chief Executive Officer,
Sirius Institute Inc.
(concurrent position)
Corporate Auditor, Kenedix,
Inc. (concurrent position)
Outside Director,
MORIMOTO Co.,Ltd.
(concurrent position)
Outside Director,
SMBC Trust Bank Ltd.
(concurrent position)
Director, The Dai-ichi Life
Insurance Company,
Limited(concurrent position)

Statutory Auditor, Kenedix、Inc. (concurrent position)
Representative, Shintaro
Kanno Accounting Firm
(concurrent position)
Statutory Auditor, Kenedix、Inc. (concurrent position)
Statutory Auditor, Kenedix
Investment Partners, Inc.
(concurrent position)

Statutory Auditor(Part-time)

Keizo
Katayama

April 1982
December 1991
August 1992
May 2001
February 2002
May 2004
January 2007
February 2010
August 2011
October 2013
January 2014
August 2015
March 2018

April 2018

Hiei Sangyo K.K.
NOHMI BOSAI LTD.
Nihon Jisho K.K.
Sportsplex Japan Co., Ltd.
Kennedy-Wilson Japan Co., Ltd.
Head of Osaka Office of Kenedix, Inc.
Executive Officer, Head of Osaka OfficeDirector of Kenedix Advisors, Inc.
President & CEO
Executive Officer, Head of Fund Management Department of Kenedix,
Inc.
President & CEO of Kenedix Property Management, Inc.
President & CEO of Kenedix Engineering, Inc.
Statutory Auditor of Kenedix, Inc. (current position)
Statutory Auditor of Kenedix Real Estate Fund Management, Inc. (current
position)
Statutory Auditor of Kenedix Investment Partners, Inc. (current position)② Status of Employees at the Asset Management Company
Assignor Company
Number of Employees
Kenedix, Inc.
Sumitomo Mitsui Finance and Leasing
Company, Limited
Shinsei Bank, Limited
Total Number of Loaned Employees
Total Number of Employees in the AssetManagement Company (Note)

Statutory Auditor, Kenedix、Inc. (concurrent position)
Statutory Auditor, Kenedix
Investment Partners, Inc.
(concurrent position)

As of January 30, 2019Concurrent Positions with Previous Company
3 concurrent positions (Internal Audit Department: 3)

102
1

―

2

―

105

―

105

―

Note: The number of employees excludes representative director, outside director, statutory auditor and temporary staff

17

③ Management Structure of the Investment Corporation and the Asset Management Company
Organization chart and outline of each operation related to asset management (of the Investment Corporation, mainly) are as follows.

As of January 30, 2019
The Asset Management Company Organization Chart
Internal Audit Dept.

Corporate Auditors

Chairman,
Representative Director

Asset Investment Div.

Office REIT Dept.
Office REIT Dept.
Asset Management Committee

Asset Management Div.

Planning Div.

Residential REIT Dept.

President & CEO

Board of Directors

Shareholders’ Meeting

Residential REIT Dept.
Asset Management Committee

Asset Investment Div.

Asset Management Div.
Healthcare Investment
Management Div.
Planning Div.

Private REIT Dept.

Compliance Officer / Compliance Dept.

Compliance Committee

Private REIT Dept.
Asset Management Committee
Retail REIT Dept.

Investment Management
Div.
Planning Div.

Asset Investment Div.

Retail REIT Dept.
Asset Management Committee

Asset Management Div.
Property Management
Div.
Planning Div.

Finance & Accounting
Dept.
Business Administration
Dept.

18

Note: The Asset Management Company transferred the asset management business concerning the private placement fund to Kenedix Investment Partners, Inc. (the“Transfer”) on November 1, 2018 in order to further strengthen its own expertise in the asset management business of investment corporations by specializing
in and focusing on asset management business of investment corporations. Since the asset management business concerning the private placement fundentrusted to the Asset Management Company was to cease to exist in line with the transfer, the Asset Management Company abolished the Private Fund
Department which had been supervising the asset management business concerning the private placement fund at the Asset Management Company on the sameday.

The Asset Management Company executes investment management operations based on the above organization. The operations of the Asset Management
Company are divided into respective sections comprising the Asset Investment Division, Asset Management Division and Planning Division of the Office
REIT Department in charge of the Investment Corporation, as well as the Residential REIT Department in charge of Kenedix Residential Next Investment
Corporation, the Retail REIT Department of Kenedix Retail REIT Corporation, the Private REIT Department in charge of Kenedix Private Investment
Corporation, and the Finance & Accounting Department, Business Administration Department, Compliance Officer / Compliance Department and theInternal Audit Department that are departments common to all investment corporations. The Asset Investment Division, Asset Management Division and
Planning Division are headed by the Director & Head of Office REIT Department and the Head of each division while the Finance & Accounting
Department, Business Administration Department, Compliance Department and the Internal Audit Department are headed by the head of each department forthe common departments.
Furthermore, we have established the Office REIT Department Asset Management Committee (“KDO Asset Management Committee”) that is the body fordiscussing matters related to asset management of the Office REIT Department, as well as a Compliance Committee which is the body responsible fordiscussing compliance matters. Moreover, please refer to 1. (1) above concerning the Compliance Officer / Compliance Department and Compliance
Committee.
Outline of Each Organization in the Asset Management Company
The principal operations for each organization are as follows. While the organizations and institutions indicated above are engaged in the asset management
and other operations for Kenedix Residential Next Investment Corporation, Kenedix Private Investment Corporation and Kenedix Retail REIT Corporation
as well as in the asset management of the Investment Corporation, the following descriptions are primarily for items related to the asset management of theInvestment Corporation.

19

Name of Department

Separation of Duties
Overallasset
managementbusinessforthe
Investment
Corporation
Office REIT Department
a. Asset Investment Divisioni.
Items related to establishment and changes of the Investment Corporation’s management guidelines
ii. Items related to the acquisition of assets concerning the KDO Asset Management Businessiii. Items related to the disposal of assets concerning the KDO Asset Management Business (only items closely
related to the acquisition of assets)
iv. Items related to individual-based management of the Investment Corporation’s investment management risks(acquisition of assets)v. Items related to research and analysis on the real estate market (related to the Investment Corporation)
vi. Other incidental items above or related items
b. Asset Management Divisioni.
Items related to the asset management concerning the KDO Asset Management Businessii. Items related to establishment and changes of the Investment Corporation’s property management planiii. Items related to the management of budget and performance of real estate, etc. owned by the Investment
Corporation
iv. Items related to individual-based management of the Investment Corporation’s investment management risks(asset management)
v. Items related to individual-based management of the Investment Corporation’s real estate management risks(management)
vi. Items related to construction management for the Investment Corporation’s real estate, etc. owned by theInvestment Corporationvii. Items related to individual-based management of the Investment Corporation’s real estate management risks(construction work)viii. Items related to the disposal of assets concerning the KDO Asset Management Business (excluding items
closely related to the acquisition of assets)
ix. Items related to individual-based management of the Investment Corporation’s investment management risks(disposal of assets)
x. Other incidental items above or related items

20

Name of Department
Separation of Duties
Office REIT Department c. Planning Divisioni.
Items related to direct financing such as the issuance of investment units and investment corporation bonds,
out of items related to fund raising of the Investment Corporation
ii. Items related to capital policy of the Investment Corporationiii. Items related to establishment and changes of the medium-term business plan of the Investment Corporation
iv. Items related to establishment and changes of the annual business plan of the Investment Corporationv. Items related to IR activities of the Investment Corporation
vi. Items related to disclosures of the Investment Corporation (including semi-annual report. Support by Finance& Accounting Department for preparation of securities report and financial report)vii. Items related to research and analysis on the real estate investment trust market(related to the Investment Corporation)viii. Items related to the Investment Corporation’s responses to unitholders(excluding items related to general unitholders meeting)ix. Items related to negotiations, etc. between regulatory authorities for matters of business duties(related to the Investment Corporation)x. Items related to responses, etc. to related organizations (related to the Investment Corporation)
xi. Other incidental items above or related items
Name of Department
Finance & Accounting
Department

Separation of Duties
Office REIT Department related businessi.
Items related to indirect financing such as borrowings from financial institutions, of the Investment
Corporation
ii. Items related to accounting and book closing of the Investment Corporationiii. Items related to preparation of securities report of the Investment Corporation
iv. Items related to preparation of financial report of the Investment Corporationv. Items related to support for the Planning Division, Office REIT Department for semi-annual report of theInvestment Corporation
vi. Items related to budget compilation of the Investment Corporationvii. Items related to individual-based management of financial risksviii. Items related to negotiations, etc. between regulatory authorities for matters of business duties of theInvestment Corporation
ix. Other incidental items above or related items

21

Name of Department
Business Administrative i.
Department
ii.
iii.
iv.
v.
vi.

Separation of Duties
Items related to operation of general unitholders meeting and the board of directors’ meeting of the Investment
Corporation
Items related to operation of shareholders’ meetings, board of directors’ meetings and various committees of theAsset Management Company
Items related to general affairs, accounting and human resources
Items related to individual-based management of system risks, administrative risks and business continuity
risks
Items related to negotiations, etc. between regulatory authorities for matters of business duties (for the AssetManagement Company)
Other incidental items above or related items

Name of Department
Separation of Duties
Compliance Officer /Please refer to above “1. Basic Information (1) Basic Policy Concerning Compliance”
Compliance Department
Name of Department
Internal Audit
Department

Separation of Duties
i. Items related to internal audit

KDO Asset Management Committee
Head of Office REIT Department (Chairman),
Board
Head of Asset Investment Division, Office REIT Department,
Head of Asset Management Division, Office REIT Department,
Head of Planning Division, Office REIT Department,
Compliance Officer,
Head of Finance & Accounting Department,
External Commission Member (Note)
Items related to management policies concerning the KDO Asset Management Business (establishment,
Contents of Deliberation i.
changes, etc. of the Office REIT Department’s management guidelines, asset management plans, medium-termbusiness plans and annual business plans)ii. Items related to acquisition and disposal of assets that fall under the KDO Asset Management Businessiii. Items related to asset management that falls under the KDO Asset Management Businessiv. Items related to development of the budget and financial results of the Investment Corporationv.
Items related to fund procurement and ALM (Asset Liability Management) of the Investment Corporation
vi. Items related to disclosures of the Investment Corporationvii. Items related to risk management that falls under the KDO Asset Management Businessviii. Other items incidental or related to the above items

22

Deliberation Method

·

·
·

·

·

·

Shall require more than two-thirds of Committee members to be present. However, the Head of Office REIT
Department, the Compliance Officer and the External Commission Member (or the Head of Office REIT
Department and the Compliance Officer if discussions and resolutions are made on the items designated inabove iv. through vi. and items incidental or related to them) shall attend.
A resolution is passed by more than two-thirds of votes of the members present including the ExternalCommission Member and Head of Office REIT Department.
For the resolutions, members who are related parties (including but not limited to the concurrent officers ofrelated-party transactions as set forth in the Office REIT Department Related-party Transaction Rules. The
same shall apply hereinafter.) are not allowed to participate in the vote. In this case, the relevant members are
not included in the number of members and the number of members present.
Despite the above, if Head of Office REIT Department, the Compliance Officer or the External Commission
Member falls under the members who are related parties regarding the resolutions, the KDO AssetManagement Committee meeting may be held without the participation of the relevant members in the vote.
Despite the above, if the Head of Office REIT Department or the External Commission Member falls under themembers who are related parties regarding the resolutions, resolutions may be made without obtaining consent
of the relevant members.
If the Compliance Officer recognizes any proposal to have a material problem in terms of compliance, theCompliance Officer may return the provision to the department that proposed it even if it is under discussion.

Note: As of the date of this document, the External Commission Member is a real estate appraiser who is not a related party to the Asset Management Company, officers
and employees of the Asset Management Company, the Investment Corporation that entrust asset management business to the Asset Management Company.

With regards to the Compliance Committee, please refer to above “1. Basic Information (1) Basic Policy Concerning Compliance.”(3) Efforts surrounding Conflict of Interest Transactions, etc.
① Response Policy and Management Structure against Conflict of Interest Transactions
To conduct transactions related to the asset management business for the Investment Corporation, the Asset Management Company has established regulations that arevoluntary rules for transactions with the Asset Management Company or related parties (hereafter, the “Office REIT Department Related-party Transaction Rules”), as
outlined below, and stringently established the decision-making process for conducting transactions with related parties as described in (iv) below.

(i) Compliance with the Law
The Asset Management Company, acting among the Investment Corporation, related parties or the Asset Management Company, must not be engaged in
unnecessary business or business that would have a negative impact on the Investment Corporation’s profits. In the event that it has dealings with a related
party or the Investment Corporation, the Asset Management Company will comply with the clauses concerning dealings with related parties contained within
the Financial Instruments and Exchange Act, Act on the Investment Trusts and Investment Corporations (“the Investment Trust Act,” Law No. 480 of 2000 as
amended thereafter), the Enforcement Order of the Investment Trust Act, the Enforcement Ordinance of the Investment Trust Act, Real Estate Brokerage Act(“the Real Estate Brokerage Act,” Law No. 176 of 1952 and any amendments thereto) and the Office REIT Department Related-party Transaction Rules.
(ii) Related Parties
A related party is defined as follows:
i. A related party or directors as defined under the Investment Trust Act and the Enforcement Order of the Investment Trust Act

23

ii. Investment corporations other than the Investment Corporation with which the Asset Management Company has executed asset management agreements
iii. Special Purpose Companies in which parties defined in i. or ii. above have majority ownership, investments in tokumei-kumiai or preferential equity
participation
iv. Entities that entrust asset management operations to parties falling into categories i. or ii.
(iii) Related-party Transactions
The Office REIT Department Related-party Transaction Rules provide the following terms and conditions for transactions with related parties or between the
Asset Management Company and the Investment Corporation. Those that meet verification terms and conditions over and above legal and regulatory criteria,
and present no financial drawbacks for the Investment Corporation when compared with normal transactions of a similar nature, undergo rigorous checks
carried out by the Compliance Committee.
i. Acquisition of Real Estate-relateda. In the event of real estate, real estate leasehold rights, land rights or easements, or trust beneficiary interests in real estate, real estate leasehold rights, land
rights or easements (hereinafter “Real Estate-related” in some cases) being acquired from a related party or the Asset Management Company, these will not
be acquired for more than an appraisal value (hereinafter, “appraisal value determined by a third-party appraiser”) determined by an real estate appraiser who
is not a related party (including corporates, the same applies below). However, the appraisal value determined by a third-party appraiser represents the baseprice of the property, and does not include taxes, acquisition-related expenses, expenses for creation of trust, reserves in the trust accounts, income fromassets in trust, settlement of time distribution of property taxes, etc.
b. Despite a. above, if the Investment Corporation utilizes the warehousing set forth in the Support-Line Memorandum of Understanding, which is concluded
among the Asset Management Company, Kenedix, Inc., Kenedix Investment Partners, Inc. and the Investment Corporation, to acquire the Real Estate-related
from Kenedix, Inc. or corporations wholly owned by Kenedix, Inc. or warehousing funds for which Kenedix Investment Partners, Inc. performs consigned
asset management operations, the Investment Corporation may acquire the Real Estate-related in return for the expenses associated with the warehousing
service and the appraisal value determined by a third-party appraiser for acquisitions.
c. As a rule, no Real Estate-related will be acquired from investment corporations other than the Investment Corporation with which the Asset Management
Company has executed asset management agreements.
d. In the event of assets other than the Real Estate-related (excluding investment in equity in tokumei-kumiai pertaining to real estate or securities backed by realestate) being acquired from a related party or the Asset Management Company, the actual cash value shall be ascertained, or otherwise based on a. above.
e. In the event that a decision is made to acquire the Real Estate-related from a related party or the Asset Management Company based on a. to d. above, thiswill be disclosed without delay.
ii. Disposal of Real Estate-relateda. In the event of Real Estate-related being transferred to a related party or the Asset Management Company, it will not be transferred for less than theappraisal value determined by a third-party appraiser. However, the appraisal value determined by a third-party appraiser represents the base price of theproperty, and does not include taxes, transfer-related expenses, expenses for creation of trust, reserves in the trust accounts, income from assets in trust,settlement of time distribution of property taxes, etc.
b. As a rule, no Real Estate-related will be transferred to investment corporations other than the Investment Corporation with which the Asset Management
Company has executed asset management agreements.
c. In the event of assets other than Real Estate-related being transferred to a related party or the Asset Management Company, the actual cash value shall be
ascertained, or otherwise based on a. above.
24

d. In the event that a decision is made to transfer Real Estate-related to a related party or the Asset Management Company based on a. to c. above, this will be
disclosed without delay.
iii. Real Estate Leaseholds (Except a monthly rent of less than 100,000 yen per contract)a. In the event of leasing real estate to a related party or the Asset Management Company, the market value, market rate for the area, will be examined, as
well as independent third parties’ written opinion referred to, as it must be leased under conditions deemed to be fair and appropriate.
b. As a rule, no property will be leased to investment corporations other than the Investment Corporation with which the Asset Management Company has
executed asset management agreements.
c. In the event that a decision is made to lease property to a related party or the Asset Management Company based on a. and b. above, this will be disclosed
without delay.
iv. Entrustment of Acquisition, Disposition and Leasing Intermediary Business of Real Estate-relateda. In the event of entrusting the intermediary of the acquisition or disposition of real estate-related to the related parties, remuneration shall be within a range
stipulated by the Real Estate Brokerage Act and shall be determined following consideration of the amount of the sales price, the degree of difficulty of theoperations and other factors.
b. In the event of entrusting the intermediary of the leasing of specified assets to related parties or the Asset Management Company, remuneration shall bewithin a range stipulated by the Real Estate Brokerage Act and shall be determined following consideration of the rent level, the degree of difficulty of theoperations and other factors.
c. In the event that a decision is made to carry out entrustment of the intermediary for a related party or the Asset Management Company based on a. and b.
above, this will be disclosed without delay.
v. Entrustment of Real Estate Property Management Businessa. In the event of entrustment of real estate property management business for a related party or the Asset Management Company, their past performance,company credit rating will be examined and the commission fees decided, taking into account the market level of the commission fee, content and overall
extent of the services offered.
b. With regard to acquired properties, in the event that a related party is already active in the real estate property management business, the post-acquisition
management of the real estate will be awarded to the aforementioned related party, but the commission fees will be decided based on a. above.
c. As a rule, the real estate property management business will not be entrusted to investment corporations other than the Investment Corporation with which theAsset Management Company has executed asset management agreements.
d. In the event that a decision is made to entrust real estate property management business as defined in a. to c. above to related parties or the AssetManagement Company, this will be disclosed without delay.
vi. Orders of Construction Works, etc. (Except less than 10.0 million yen per order)
a. In the event of placing an order for construction work to a related party or the Asset Management Company over and above obtaining and comparing
estimates from third parties, orders for construction work will be placed under conditions deemed to be fair and appropriate.
b. In the event that a decision is made to place an order for construction work to a related party or the Asset Management Company based on a. above, thiswill be disclosed at each period by construction work.

25

vii. Investment in Equity in Tokumei-kumiai, etc.
a. If the Investment Corporation wishes to invest in equity in tokumei-kumiai pertaining to real estate or securities backed by real estate and any of thefollowing conditions apply, it may not make such investment unless the acquisition price of the Real Estate-related to be acquired by the operator of the
tokumei-kumiai or issuer of securities backed by real estate (hereinafter collectively referred to as “Invested Entity”) is below the appraisal value
determined by a third party.
① If the Invested Entity is a related party② If the Invested Entity is to acquire Real Estate-related from a related party
However, the acquisition price or the appraisal value determined by a third-party appraiser represents the base price of the property, and does not include
taxes, acquisition-related expenses, expenses for creation of trust, reserves in the trust accounts, income from assets in trust, settlement of time distributionof property taxes, etc.
b. If the Invested Entity is to acquire several Real Estate-related, the above a. judgment must be made through the total acquisition price and total appraisal
value determined by a third-party appraiser.
c. In the event of making a decision to carry out investment in equity in tokumei-kumiai pertaining to real estate or securities backed by real estate based on a.
above, this will be disclosed without delay.
viii. Acquisition, Disposition or Lease of the Securities
In the event of acquiring, disposing of or leasing the securities with related parties (excluding the transaction stated above (i) to (iii) and (vii)), items statedabove (i) to (iii) and (vii) are applied.
(iv) Procedures for conducting transactions with related parties
In the event of business being conducted with related parties or between the Asset Management Company and the Investment Corporation, in accordancewith internal rules and regulations stated above (i) and in response to the details of the transaction, the following procedures will be adhered to:i. Transactions that Falls Under (iii) i. to iii. or vi. to viii. Abovea. After proposed by Office REIT Department, if no points are deemed to be at issue from the Compliance Officer’s assessment, a proposal will be
submitted to the Compliance Committee.
b. If authorization is granted after deliberation by the Compliance Committee, the proposal will be further deliberated by the KDO Asset Management
Committee. Upon the deliberation by the KDO Asset Management Committee, the Compliance Officer shall make a report concerning the findings andthe course of the deliberation of the Compliance Committee.
c. If authorization is granted after deliberation by the KDO Asset Management Committee, the Investment Corporation’s Board of Directors will be
requested to conduct deliberation and the proposed transaction shall be granted with the authorization and consent of the Executive Directors of theInvestment Corporation based on the resolution. However, if the transaction falls under transactions, etc. stipulated in Article 245-2 of the Enforcement
Ordinance of the Investment Trust Act (excluding when previous owner’s holding period of the real estate, etc. was less than one year in the case thetransaction is an acquisition of real estate, etc.), authorization by the Investment Corporation’s Board of Directors or the consent of the Executive
Directors of the Investment Corporation based on the resolution shall not be required, and the proposed transaction shall be conducted based on theauthorization granted by the KDO Asset Management Committee. In the event of making a decision to carry out investment in equity in tokumei-kumiai
which is defined in a. above, this will be disclosed without delay.

26

d. The proposed transaction shall be conducted if authorization is granted after deliberation by the Investment Corporation’s Board of Directors and consent
of the Executive Directors of the Investment Corporation was given based on the resolution.
e. If authorization is granted to the proposed transaction by the Investment Corporation’s Board of Directors and consent of the Executive Directors of theInvestment Corporation was given based on the resolution, or when the transaction shall be conducted based on the proviso in c. above, the Compliance
Officer shall report the summary to the Board of Directors.
ii. Transactions that Fall Under (iii) iv. or v. Abovea. After proposed by Office REIT Department, if no points are deemed to be at issue from the Compliance Officer’s assessment, a proposal will be
submitted to the Compliance Committee.
b. If authorization is granted after deliberation by the Compliance Committee, the proposal will be further deliberated by the KDO Asset Management
Committee. Upon deliberation by the KDO Asset Management Committee, the Compliance Officer shall make a report concerning the findings and thecourse of the deliberation of the Compliance Committee.
c. The proposed transaction shall be conducted if authorization is granted after deliberation by the KDO Asset Management Committee.
d. If authorization is granted to the proposed transaction by the KDO Asset Management Committee, the Compliance Officer shall report the summary of theauthorization to the Board of Director(v) Reporting to the Investment Corporation
In the event the Investment Corporation is engaged, under instruction of the Asset Management Company, in the purchase and sale of specified assets and othertransactions stipulated in the Enforcement Order of the Investment Trust Act with the Asset Management Company or directors of the Asset Management
Company or executive officer, other investment corporations to which the Asset Management Company provides asset management services, related parties andother parties stipulated in the Enforcement Order of the Investment Trust Act, the Asset Management Company shall, pursuant to the provisions of the
Enforcement Ordinance of the Investment Trust Act, provide a written report describing matters relating to the aforementioned transactions to the Investment
Corporation, other investment corporations to which the Asset Management Company provides asset management services (limited to those that invest in
similar asset types as the relevant specified assets) and other parties stipulated in the Enforcement Order of the Investment Trust Act.
(vi) Decision-Making Body for Investment Management
As an asset management company entrusted with asset management by the Investment Corporation, the Asset Management Company establishes management
guidelines of the Office REIT Department (hereafter may be referred to as the “Management Guidelines”), and sets forth basic investment management
guidelines, including investment policy, related-party transaction rules, distribution policy and disclosure policy, regarding the asset management of theInvestment Corporation.
Furthermore, as set forth in the management guidelines, the Asset Management Company establishes asset management plans, etc. (besides asset management
plans, including medium-term business plans and annual business plans). It also selects investment property and makes decisions to acquire them, according toinvestment policy set forth in the management guidelines and related-party transaction rules.
The basic decision-making flow for establishing and revising management guidelines and asset management plans, etc. are shown below. Also, the basic
decision-making flow pertaining to acquisition and sales of assets are shown below.

27

<Decision-making flow>
Proposal

Deliberation
andResolution

Preview

Deliberation
andResolution【Each Division,
Office REIT
Department】【Compliance
Officer】【Compliance
Committee】

3. Establishing and revising
management guidelines

Report【The Investment
Corporation’s Board
1(Note1), 2
of Directors】

1. Related-party transaction(acquisition and sale)
2. Establishing and revising asset
management plans

Deliberation
andResolution

1, 2, 3, 4

【KDO AssetManagement
Committee】【Board of Directors】
3, 4(Note 2)

4. Transaction the Compliance
Officer judges as the need and one
outside management guidelines
5. Acquisition and saleNote 1: In case that the said transaction falls under the prescribed minor transaction, the said transaction is implemented with the resolution of approval of
KDO Asset Management Committee, without requirement of the resolution for approval of the Investment Corporation’s Board of Directors and theconsent of the Executive Director of the Investment Corporation based on the said resolution.
Note 2: The above 3 and 4 are also reported to the Investment Corporation’s Board of Directors.
② Reasons for adopting the Management Structure(i) Role that the Executive Director of the Investment Corporation plays with respect to a transaction with potential conflicts of interests
Please refer to abovementioned “(1) Investment Corporation ② Reasons why Executive Director of the Investment Corporation concurrently holding theposition of officers and employees of the Asset Management Company and Measures for Relationships involving Conflicts of Interests,” for further details.
(ii) Role that the Board of Directors plays with respect to a transaction with potential conflicts of interests
The board of directors of the Asset Management Company is comprised of 6 directors and 4 auditors. (Please refer to above mentioned (2) Asset Management
Company ① Directors of the Asset Management Company for details.) Out of 4 part-time auditors, 2 holds concurrent position as full-time auditor of thesponsor company and the other 2 hold concurrent position as part-time auditor of the sponsor company.
In the Office REIT Department Related-party Transaction Rules for the Asset Management Company, it is stated that it must not be engaged in transactions
with related parties that damage the interest of the Investment Corporation or in unnecessary transactions.
Transactions with a related party stipulated in the company regulations of the Asset Management Company may not be submitted to the Investment
Corporation’s board of directors meeting unless it has been approved by the Compliance Committee. We believe that our check-and-balance system is working
well, since approval by the Compliance Committee involves strict procedures, as mentioned in the above “(3). Efforts surrounding Conflict of Interest
Transactions, etc. ① Response Policy and Management Structure for Conflict of Interest Transactions, (iv) Procedures for Conducting Transactions with Related
Parties.”28

(iii) Details concerning External Commission Member of the Compliance Committee
The External Commission Member of the Compliance Committee is Akitoshi Ishimoto, a lawyer who is not a related party to the sponsor company group. We
receive his opinions as he is a professional in law who is endowed with abundant knowledge and experience. Furthermore, the Committee is structured so thatdecisions by the Committee are approved only by a unanimous vote by all who are present. As such, we believe that the check-and-balance system comprising
an External Commission Member is working well over matters related to conflict of interest transactions. Details concerning brief personal history and statusof concurrent position are as follows.
Name
April 1990

Akitoshi Ishimoto(Lawyer)

April 2000
February 2005
April 2007
September 2007
October 2013

Brief Personal History (Company names etc. at that time)
Registered as an attorney-at-law (Tokyo Bar Association)
Joined Takao Ono Law Office
Akitoshi Ishimoto Law Office (current position)
Compliance Committee External Member, Kenedix REIT Management, Inc.
Outside auditor, Ai Holdings Corporation (current position)
Outside director, HOUSECOM CORPORATION (current position)
Compliance Committee External Member, Kenedix Real Estate Fund Management, Inc.
(current position)(iv) Details concerning Compliance Officer
The Compliance Officer is expected to fulfill duties regarding conflict of interest transactions and compliance with laws and regulations, according toorganizational rules and compliance regulations as mentioned in “1. Basic Information, (1) Basic Policy Concerning Compliance, ② The Asset Management
Company’s basic policy concerning compliance, points of concern and characteristics of management structure, etc. as an asset management company” above. As
a person responsible for compliance with laws and regulations according to the compliance manuals, the Compliance Officer functions as a “Leader responsible
for promoting compliance with laws and regulations, etc.,” “Planning for guidance and training, and promoting leader pertaining to compliance with laws andregulations, etc.,” “Planning and promoting compliance programs,” “Appropriately hosting and management of Compliance Committee meetings as head of theCommittee,” and “Investigation and research of related laws and regulations.”
The personal history of the Compliance Officer who took office on October 1, 2014, is as follows. Moreover, he does not hold concurrent positions or duties
within the company.

29

Name
April 1984
April 1988
August 1999
July 2000
December 2000
February 2001
Shoji Higashi

August 2002
September 2006
January 2009

October 2014

Brief Personal History (Company names etc. at that time)
Joined Mori Building Co., Ltd.
Transferred to Legal Division
MORI TRUST CO., LTD.
Senior Vice Manager of General Affairs Department, Legal Section
Manager of General Affairs Department, Legal Section
Manager of President's Office
General Electric International, Inc.
External assignment to GE Real Estate Corporation
Senior Operation Manager
GE Real Estate Corporation
Senior Operation Manager
Managing Director
Head of Legal and Management Division
GE Capital Japan
Managing Executive Officer of Real Estate Business
Leader of Operation Risk Management Division
Kenedix Real Estate Fund Management, Inc.
Head of Compliance Department and Compliance Officer (current position)

3. Transactions with those who are related to sponsors and other parties(1) Transactions with related parties, etc.
① Status of the Transaction
None applicable.
② FeesClassification
Real Estate Survey Report
Preparation Fee
Property Management Fee

Total Payment of Fee (A)(Millions of Yen)

Breakdown of Transactions with Related Parties etc.
Payment Amount (B)Payee(Millions of Yen)

8 Kenedix, Inc.
603 Kenedix Property Management, Inc.

Ratio
(B/A) %
8

100.0

558

92.5

Note: The payment amount on repair works ordered to related parties in the fiscal period except the above-mentioned total payment of fee, etc. is as follows. In
addition, the following figures have not been audited by independent auditors.
Kenedix Engineering, Inc.: Capex work (27 million yen), Repair work (38 million yen)In addition, the details of the property management fees paid to Kenedix Property Management, Inc. are as follows.
i. Leasing Management Fees: Rental income x 2% + real estate operating income after management overhead expenses and before depreciation x 2%30

ii. Management Transfer Fees: Set based on the property purchase price or sale price, as shown in the table below.
Property (Trust Beneficiary Interest) Price
Less than 1.0 billion yen
1.0 billion yen and more, and less than 3.0 billion yen
3.0 billion yen and more, and less than 5.0 billion yen
5.0 billion yen and more, and less than 10.0 billion yen
10.0 billion yen or moreManagement Transfer Fees
(At the time of Purchase and Sale)
1.8 million yen
2.0 million yen
2.2 million yen
2.4 million yen
2.5 million yeniii. Construction Supervision Fees: Set based on the construction price, as shown in the table below.
Construction priceConstruction Supervision Fees
Less than 1 million yen
None
1 million yen and more, and less than 5 million yen
5% of construction price
250,000 yen + 4% of the amount of construction
5 million yen and more, and less than 10 million yen
price that exceeds 5 million yen
450,000 yen + 3% of the amount of construction
10 million yen and more, and less than 100 million yen
price that exceeds 10 million yen
100 million yen or more
Negotiated on a case by case basis
iv. Brokerage Fee
In the case that the Property Management Company itself acted as the broker for tenants (including expansion of floor area by existing tenants), a brokeragefee of up to an amount equivalent to one month’s rent shall be paid.
v. Renewal of Lease Agreement Fee
The fee shall be paid in accordance with the lease agreement renewal condition.

31

③ Lease Transactions
Classification

Rent revenue(leasing income, common
area charges)(Millions of Yen)

Ratio

Incomes from Related Parties, etc.

Total Income (A)Related Party

Income (B)(Millions of Yen)

(B/A) %Space Design, Inc.

29

0.2%

12,730 Asset One Co., Ltd.

19

0.2%

2

0.0%

Japan Senior Living Partners, Inc.

*The figures in the above table have not been audited by independent auditors. In addition, “Ratio” is shown as rounded to the first decimal place.
(2) Status of Acquirer of Properties① Company name ② Relationship to specified related party ③ Background, reason and others for sale
None applicable.

32

4. Others(1) Policies to Select Appraisers and their Overview① Policies for Selection of Appraisers
The Asset Management Company selects candidates for real estate appraisers (company given comprehensive approval) upon condition that the following criteria
are met: the fact that the company is not a related party to the Investment Corporation, and that it is a major real estate appraiser who has an abundant track recordand a good social reputation. Moreover, the following 5 companies are the companies given comprehensive approval as of the date of this document.
・Japan Real Estate Institute・Daiwa Real Estate Appraisal Co., Ltd.
・Tanizawa Sogo Appraisal Co., Ltd.
・JLL Morii Valuation & Advisory K.K.
・Rich Appraisal Institute Co., Ltd② Summary of Appraisers for the Properties held as of the End of Twenty-seventh Fiscal Period
Property Name
A-3
A-6
A-7
A-13
A-14
A-16
A-17
A-20
A-21
A-22
A-26
A-30
A-32
A-37
A-38
A-41
A-48
A-51
A-53
A-54
A-55
A-56
A-59
A-60
A-62
A-63
A-64
A-66

Higashi-Kayabacho Yuraku Building
Harajuku F.F. Building
KDX Minami Aoyama Building
KDX Kojimachi Building
KDX Funabashi Building
Toshin 24 Building
KDX Ebisu Building
KDX Kayabacho Building
KDX Shinbashi Building
KDX Shin-Yokohama Building
KDX Kiba Building
KDX Nishi-Gotanda Building
KDX Shiba Daimon Building
KDX Ochanomizu Building
KDX Nishi-Shinjuku Building
KDX Shinjuku 286 Building
KDX Kawasaki-Ekimae Hon-cho Building
KDX Hamacho Nakanohashi Building
KDX Hakata-Minami Building
KDX Kitahama Building
Shin-toshin Maruzen Building
KDX Jimbocho Building
KDX Iwamoto-cho Building
KDX Harumi Building
Koishikawa TG Building
KDX Gotanda Building
KDX Nihonbashi 216 Building
KDX Shinjuku Building

Name

Address

Japan Real
Estate Institute1-2-3 Kaigan,
Minato-ku, Tokyo,
105-002233

as of October 31, 2018
Details of the Appraiser
No. of Qualified
Appraisers
Reasons for Selection(excluding assistants)
The company on the left is a major
267 appraisers
appraiser with an abundant trackrecord. It also has a high degree ofawareness of real estate market trendsof major cities in Japan and has a goodsocial reputation so that we selected it.
For each individual property, we selectappraisers based on the assessment of
their amount of concentration ofoperations and business reliability, etc.
at the time of making a request.

Property Name
A-69 KDX Kobayashi-Doshomachi Building
A-78 KDX Tachikawa Ekimae Building
A-79 KDX Nagoya Ekimae Building
A-84 KDX Kasuga Building
A-89 KDX Takanawadai Building
A-91 KDX Mita Building
A-92 KDX Akihabara Building
A-94 KDX Musashi-Kosugi Building
A-98 KDX Hiroshima Building
A-104 KDX Minami-Honmachi Building
A-107 KDX Ginza East Building
A-111 KDX Nagoya Nichigin-mae Building
A-112 KDX Toranomon 1chome Building
A-113 KDX Shin-Nihonbashi Ekimae Building
A-114 KDX Nihonbashi Edo-dori Building
A-117 BR Gotanda
A-120 KDX Yoyogi Building
A-121 Ginza 4chome Tower
C-1
Frame Jinnan-zaka
A-1
KDX Nihonbashi 313 Building
A-4
KDX Hatchobori Building
A-5
KDX Nakano-Sakaue Building
A-8
Kanda Kihara Building
A-12 Portus Center Building
A-19 KDX Hamamatsucho Building
A-27 KDX Kajicho Building
A-29 KDX Higashi-Shinjuku Building
A-31 KDX Monzen-Nakacho Building
A-33 KDX Okachimachi Building
A-34 KDX Hon-Atsugi Building
A-35 KDX Hachioji Building
A-42 KDX Karasuma Building
A-44 KDX Sendai Building
A-46 Hiei Kudan-Kita Building
A-58 KDX Nagoya Sakae Building
A-67 KDX Ginza 1chome Building
A-68 KDX Nihonbashi Honcho Building
A-70 KDX Sapporo Building
A-71 KDX Iidabashi Building
A-72 KDX Higashi Shinagawa Building
A-73 KDX Hakozaki Building
A-74 KDX Shin Nihonbashi Building
A-82 KDX Higashi Umeda Building
A-83 KDX Fuchu Building

Name

Address

Daiwa Real
Estate Appraisal
Co., Ltd.

1-4-1 Nishihonmachi,
Nishi-ku, Osaka,
Osaka, 550-0005

34

Details of the Appraiser
No. of Qualified
Appraisers(excluding assistants)

109 appraisers

Reasons for Selection

The company on the left is a major
appraiser with an abundant trackrecord. It also has a high degree ofawareness of real estate market trendsof major cities in Japan and has a goodsocial reputation so that we selected it.
For each individual property, we selectappraisers based on the assessment of
their amount of concentration ofoperations and business reliability, etc.
at the time of making a request.

Property Name

Name

Address

A-85 KDX Nakameguro Building
A-86 KDX Omiya Building
A-87 Itopia Nihonbashi SA Building
A-88 KDX Shinjuku 6-chome Building
A-90 KDX Ikebukuro Building
A-93 KDX Iidabashi Square
A-95 KDX Toyosu Grand Square
A-96 KDX Takadanobaba Building
A-97 KDX Utsunomiya Building
A-99 KDX Ikebukuro West Building
A-100 Senri Life Science Center Building
A-101 KDX Yokohama Building
A-102 KDX Yokohama Nishiguchi Building
A-106 KDX Sakura-dori Building
A-108 Pentel Building
A-109 KDX Hamamatsucho Center Building
A-110 KDX Shin-Osaka Building
A-115 ARK Mori Building
A-116 KDX Nishi-Shinbashi Building
A-118 KDX Sapporo Kitaguchi Building
A-119 KDX Shibuya Nanpeidai Building
A-122 Mitsubishijuko Yokohama Building
A-123 JN Building
A-124 CROSS PLACE Hamamatsucho
D-2 Shinjuku 6chome Building (Land)

35

Details of the Appraiser
No. of Qualified
Appraisers(excluding assistants)

Reasons for Selection

(2) Policies to Select a Company to Prepare an Engineering Report and their Overview① Policies for Selection of a Company to Prepare an Engineering Report
The Asset Management Company selects candidates for companies to prepare engineering reports (company given comprehensive approval) upon condition thatthe following criteria are met: the fact that the company is not a related party to the Investment Corporation, and that it has an abundant track record and history.
Moreover, the following 6 companies are the companies given comprehensive approval as of the date of this document.
・TOKYO MARINE & NICHIDO RISK CONSULTING CO., LTD.
・HI International Consultant Co., LTD.
・Sompo Risk Management Inc.
・ERI Solution Co., Ltd.
・Daiwa Real Estate Appraisal Co., Ltd.
・K.K. Field Partners② Summary of the Company to Prepare Engineering Reports
Property Name
A-124 CROSS PLACE Hamamatsucho

Name
TOKYO
MARINE &NICHIDORISKCONSULTI
NG CO.,
LTD.

Address
1-5-1
Otemachi,Chiyoda-ku,
Tokyo,
100-0004

Summary of Engineering Report Creation Agency
Business Content
Reasons for Selection
In order to calculate a reasonable value The company has been selected
for real estate transactions and because of its achievements andsecuritization; determine the code experience in providing property due
compliance and state of deterioration of diligence services since the dawn of
the building and facilities, estimating the the real estate securitization industry
repaircosts,
calculating
the in Japan, the credibility of its
reasonablenessof
thestructural reports.
calculations and probable maximum loss
(PML value) from the standpoint ofseismic risk, and the risk of contaminationfrom harmful substances like asbestos andPCB
fromenvironmental
aspect.
Furthermore, risk of soil or groundwatercontamination etc., comprehensively
inspects and diagnoses those risks andproposes the necessary countermeasures.

(3) Other Transactions that May Have Potential Perceived Conflicts of Interests
There are no relevant items during the twenty-seventh fiscal period.

36

(4) Details of the IR Activities
We promote on disclosure of information and IR activities based on the following basic policy.
① Basic Policies with respect to IR activities
・Proactive IR activities to provide information to wide range of investors and related parties.
・Disclose information as promptly and accurately as possible.
・Make revisions to the information disclosure system when needed.
② Disclosure of Information in Timely Manner・Registration with TDnet of Tokyo Stock Exchange and timely disclosure of information through press releases.
・Disclosure of “Information concerning resolved fact” and “Information concerning facts that occurred” adequately.
③ IR Activities(i) Disclosure of Information through the Investment Corporation’s website(ii) Various Meetings
・Presentation of financial results with the analysts, domestic institutional investors and lenders.
・Seminars and meetings for individual investors through the events sponsored by Tokyo Stock Exchange, Inc, ARES and securities companies, etc.
(iii) Presentation of Financial Results for Investors
・Financial IR activities mainly by individual meetings for domestic and foreign institutional investors.
・Individual meetings and small group meetings targeting lenders and bond investors.
(iv) Property Tour・Property tour for the institutional investors, lenders and bond investors.
(v) Response to Various Medias (Magazines, Newspaper, Website, etc.)④ Outline of IR Procedures
We establish IR methods that match the IR target in view of the composition of unitholders (ratio of units owned (unitholder attribute-based), number ofunitholders (unitholder attribute-based) and trading volume, etc.).
⑤ Structure
Duties concerning disclosure of information are handled by the Planning Division, Office REIT Department and the Head of the Planning Division, Office REIT
Department is the responsible person.
(5) Establishment of a Structure for Eliminating Antisocial Forces
The Asset Management Company has established a manual on how to respond to antisocial forces, preempt violence from antisocial forces, clarify how to respondas an organization and ensure that there are no relations or dealings with antisocial forces as well as no use of antisocial forces. Furthermore, the company has
designated the company personnel who are responsible for preventing unreasonable requests and holds company seminars for all officers and employees as a partof efforts to disseminate knowledge and promote thorough compliance of the manual, etc. on how to respond to antisocial forces.

37