ARTICLES OF INCORPORATIONOF
THE INVESTMENT CORPORATION

Frontier Real Estate Investment Corporation

CHAPTER I

Article 1

GENERAL PROVISIONS

Trade NameThe Investment Corporation shall be referred to as Frontier Fudosan Toshi Hojin and Frontier Real
Estate Investment Corporation in English.

Article 2

PurposeThe purpose of the Investment Corporation is to manage its assets mainly in Real Properties andOther Assets (as prescribed in Article 105, Item (1) of the Regulation for Enforcement of the Act
on Investment Trusts and Investment Corporations (Order of the Prime Minister’s Office No. 129
of 2000 as amended) (hereinafter referred to as the “Investment Trust Act Enforcement
Regulation”)) among Specified Assets (referring to specified assets as defined in Article 2,
Paragraph 1 of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951as amended) (hereinafter referred to as the “Investment Trust Act”); hereinafter the same shallapply), based on the Investment Trust Act.

Article 3

Location of Head Office

The head office of the Investment Corporation shall be located in Chuo Ward, Tokyo.

Article 4

Manner of Public Notice

The Investment Corporation shall issue its public notices by posting them in the Nihon Keizai
Shimbun.
CHAPTER II

Article 5

INVESTMENT UNITS

Aggregate Number of Issuable Investment Units

1. The aggregate number of the Investment Corporation’s issuable investment units shall befour million (4,000,000) units.
2. The ratio of the issue prices of the Investment Corporation’s investment units offered forsubscription in Japan shall exceed fifty one-hundredths (50/100) of the aggregate amount ofissue prices of the Investment Corporation’s investment units.
3. The Investment Corporation may, with the approval of its Board of Directors, solicit
subscribers for investment units to be issued within the limits of the aggregate number ofissuable investment units prescribed in Paragraph 1. The amount of payment per unit ofoffered investment units (meaning the investment units to be allotted to those who will havesubscribed for said investment units in response to said offering) shall be the amountdetermined by the Board of Directors as a fair amount in light of the content of the assets
held by the Investment Corporation (hereinafter referred to as the “Invested Assets”).

1Article 6

Matters Relating to the Handling of Investment Units

The procedures for handling entries or recordings in the Investment Corporation’s register ofunitholders and other matters relating to investment units, as well as the commissions associatedtherewith, shall be as determined by the Board of Directors as well as prescribed by laws andregulations and these Articles of Incorporation.

Article 7

Minimum Amount of Net Assets to Be Constantly Maintainedby the Investment Corporation

The minimum amount of net assets to be constantly maintained by the Investment Corporation
shall be fifty million yen (¥50,000,000).

Article 8

Refund of Investment Units at Request of Unitholders and Acquisitionof Own Investment Unit

1. The Investment Corporation shall not refund its investment units at the request of theunitholders.
2. The Investment Corporation may acquire its investment units for value by agreement withthe unitholders.
CHAPTER III

Article 9

GENERAL MEETING OF UNITHOLDERS

Convocation

1. The Investment Corporation’s General Meeting of Unitholders shall be held within each wardof Tokyo, and as a general rule, at least once every two years.
2. Unless otherwise prescribed by laws and regulations, the General Meeting of Unitholders
shall be convened by the Executive Director in the event there is one Executive Director, orby an Executive Director in accordance with the order of priority predetermined by the Boardof Directors in the event there are two or more Executive Directors.

Article 9-2

Electronic Provision Measures, etc.

1. Upon convening the General Meeting of Unitholders, the Investment Corporation shall use
electronic provision measures to provide the information contained in reference materials forunitholders’ meeting, etc..
2. The Investment Corporation may omit all or any of the matters for which electronic provision
measures are taken, which are specified in the Investment Trust Act Enforcement Regulationin the document to be delivered to unitholders that have requested the delivery of printed
documents on or before the record date for voting rights.

Article 10

Chair of the Meeting

The General Meeting of Unitholders shall be chaired by the Executive Director in the event there
is one Executive Director, or by an Executive Director in accordance with the order of priority
predetermined by the Board of Directors in the event there are two or more Executive Directors.
2

In the event of a vacancy or an accident in all of the Executive Directors, a Supervisory Director inaccordance with the order of priority predetermined by the Board of Directors shall serve as chairof the meeting.

Article 11

Resolution

Unless otherwise prescribed by laws and regulations or these Articles of Incorporation, a resolutionof the General Meeting of Unitholders shall be passed by a majority of all voting rights of theunitholders in attendance.

Article 12

Proxy Voting

1. A unitholder may exercise his/her voting rights by appointing one other unitholder holding
the Investment Corporation’s voting rights as his/her proxy.
2. In the case of the preceding paragraph, said appointing unitholder or the unitholder
appointed as his/her proxy shall submit a document attesting to such proxy right to theInvestment Corporation in advance at each General Meeting of Unitholders.

Article 13

Exercise of Voting Rights in Writing or by Electromagnetic Means

1. Voting rights to be exercised in writing shall be exercised by stating the necessary items ona document for exercising voting rights (hereinafter referred to as “Voting Card”) andsubmitting the Voting Card stating said matters to the Investment Corporation no later than
the time prescribed by laws and regulations.
2. Voting rights to be exercised by electromagnetic means shall be subject to the Investment
Corporation’s consent, and exercised pursuant to the provisions of laws and regulations, byconveying the matters to be stated on Voting Cards to the Investment Corporation byelectromagnetic means, no later than the time prescribed by laws and regulations.
3. The number of voting rights exercised in writing or by electromagnetic means pursuant to
the preceding two paragraphs shall be included in the number of voting rights of theunitholders in attendance.

Article 14

Deemed Agreement

1. In the event that a unitholder neither attends a General Meeting of Unitholders nor exercises
his/her voting rights, said unitholder shall be deemed to have agreed to the proposals
submitted to the General Meeting of Unitholders (excluding all of those proposals whichconflict with each other in cases where multiple proposals are submitted).
2. The number of voting rights of the unitholders who are deemed to have agreed to proposals
pursuant to the provision of the preceding paragraph shall be included in the number ofvoting rights of the unitholders in attendance.
3. The provisions of the preceding two paragraphs shall not apply to resolutions of proposals
pertaining to the each of the following matters.
(1) Dismissal of any Executive Director, Supervisory Director or Accounting Auditor;(2) Revising these Articles of Incorporation (provided that this is only applicable to the creation,
revision or abolition of the provisions related to the deemed agreement);3(3) Dissolution;(4) Consent to the cancellation of asset management agreement by asset managementcompany; and(5) Cancellation of asset management agreement by the Investment Corporation.

Article 15

Record Date

1. With respect to a General Meeting of Unitholders held within three months from each FiscalTerm End prescribed in Article 36 hereof, unitholders who should exercise their rights at theGeneral Meeting of Unitholders shall be those whose names have been stated or recordedin the final register of unitholders as of said Fiscal-Term End.
2. Notwithstanding the provision of the preceding paragraph, if needed, a unitholder or aregistered pledgee of investment units whose name has been stated or recorded in the final
register of unitholders as of a record date for which public notice has been given andestablished beforehand pursuant to laws and regulations, subject to the resolution of theBoard of Directors, may be treated as a unitholder or a registered pledgee of investment
units who should exercise his/her voting rights.

Article 16

Minutes of the General Meetings of Unitholders

With respect to the proceedings of a General Meeting of Unitholders, minutes setting forth asummary of the proceedings and the outcome and other matters prescribed by laws andregulations, shall be prepared.
CHAPTER IV

Article 17

DIRECTORS AND THE BOARD OF DIRECTORS

Number of Directors and Composition of the Board of Directors

The number of the Investment Corporation’s Executive Directors shall be one or more, and thenumber of Supervisory Directors shall be two or more (equal to or more than one added to thenumber of Executive Directors), and the Directors (meaning Executive Directors and Supervisory
Directors; hereinafter the same shall apply) shall constitute the Board of Directors.

Article 18

Election and Term of Office, etc. of Directors

1. A Director shall be elected by a resolution of a General Meeting of Unitholders.
2. The term of office of a Director shall be two years from the date of election; provided,
however, that the term of office of a Director who is elected as a substitute or as a result of
an increase in the number of Directors shall be equal to the remaining term of office of his/herpredecessor or incumbents.
3. A resolution on the election of a substitute Director shall remain in force and effect until thetime of expiration of the term of office of a Director elected at the General Meeting ofUnitholders at which said resolution is passed (or at the most recent General Meeting ofUnitholders at which a Director has been elected if a Director is not elected at said General
Meeting of Unitholders); provided, however, that such period for which the resolution would
remain in force and effect may be shortened by a resolution of a General Meeting ofUnitholders.
4Article 19

Standard for Payment of Remuneration for the Directors

The standard and timing of payment of remuneration for the Directors of the Investment
Corporation shall be as prescribed below:(1) The remuneration for each Executive Director shall be up to a ceiling of eight hundred thousandyen (¥800,000) per month, and an amount for a current month considered and determined by
the Board of Directors as reasonable in light of general price trends, wage trends and otherfactors shall be paid monthly by the last day of each that month.
(2) The remuneration for each Supervisory Director shall be up to a ceiling of five hundred
thousand yen (¥500,000) per month, and an amount for a current month considered anddetermined by the Board of Directors as reasonable in light of general price trends, wage
trends and other factors shall be paid monthly by the last day of each that month.

Article 20

Exemption of Directors from Liability for Damages

If, with respect to the liabilities of any of its Directors prescribed in Article 115-6, Paragraph 1 ofthe Investment Trust Act, said Director has performed his/her duties in good faith and without grossnegligence, the Investment Corporation may exempt said Director from the liabilities to the extent
permitted by laws and regulations, subject to a resolution of the Board of Directors, if deemed
particularly necessary in consideration of the particulars of the facts causing such liabilities, statusof performance of the Director’s duties, and other circumstances.

Article 21

Convocation and Chair

1. Unless otherwise prescribed by laws and regulations, the Board of Directors shall be
convened by the Executive Director in the event there is one Executive Director or by an
Executive Director in accordance with the order of priority predetermined by the Board of
Directors in the event there are two or more Executive Directors and the convening Executive
Director shall act as chair of the meeting of the Board of Directors.
2. The convocation notice of a meeting of the Board of Directors shall be sent to all of the
Directors at least three days prior to the date of said meeting; provided, however, that theperiod of convocation may be shortened or the convocation procedures may be omitted
subject to the consent of all of the Directors.

Article 22

Resolution

Unless otherwise prescribed by laws and regulations or these Articles of Incorporation, resolutionsof the Board of Directors shall be passed by a majority of the members in attendance where themajority of the members entitled to participate in vote are present.

Article 23

Minutes of Meetings of the Board of Directors

With respect to the proceedings of a meeting of the Board of Directors, minutes setting forth thesummary of the proceedings and the outcome, and other matters prescribed by laws andregulations, shall be prepared, and the Directors in attendance shall sign or affix their respective
names and seals thereto.
5Article 24

Rules of the Board of Directors

Matters relating to the Board of Directors shall be governed by the rules of the Board of Directors
as prescribed by the Board of Directors, as well as by laws and regulations and these Articles ofIncorporation.
CHAPTER V

Article 25

ACCOUNTING AUDITOR

Election of the Accounting Auditor

The Accounting Auditors shall be elected by a resolution of a General Meeting of Unitholders.

Article 26

Term of Office of the Accounting Auditor

1. The term of office of an Accounting Auditor shall continue until the conclusion of the first
General Meeting of Unitholders held after the first Fiscal- Term End following the lapse of
one year after the assumption of his/her office.
2. Unless otherwise resolved at the General Meeting of Unitholders referred to in the preceding
paragraph, the Accounting Auditor shall be deemed to have been re-elected at said General
Meeting of Unitholders.

Article 27

Standard for Payment of Remuneration for Accounting Auditors

The remuneration for the Accounting Auditor shall be up to a ceiling of fifteen million yen(¥15,000,000) for each Fiscal- Term End subject to audit, and an amount as determined by the
Board of Directors shall be paid within three months after the date on which the Accounting Auditor
requests payment following the receipt of all audit reports that are required under the Investment
Trust Act or other laws and regulations.
CHAPTER VI

Article 28

OBJECTS AND POLICY OF ASSET MANAGEMENT

Basic Policy of Asset Management

With the aim of securing stable earnings in the medium- and long-term, the Investment Corporation
shall manage its assets through investing primarily in Real Estate, etc. (meaning the assets
specified in Paragraph 1 of Article 30; hereinafter the same shall apply).

Article 291.

Investment Stance

The Real Estate, etc. and the assets forming the basis of Real-Estate-Backed Securities(as defined in Paragraph 2 of Article 30; hereinafter the same shall apply) in which theInvestment Corporation invests shall be primarily used as suburban retail facilities and urban
retail buildings, etc.

2. In investing in Real Estate, etc. and Real-Estate-Backed Securitie (hereinafter referred tocollectively as “Real-Estate-Related Assets”), the Investment Corporation shall makegeographically diversified investments by mitigating risks associated with fluctuations inregional economies and lease market conditions, and earthquakes, etc. with a view tostabilizing its cash flows.
63. The Investment Corporation shall as a general rule target its investments in those RealEstate-Related Assets from which stable lease business revenues or similar revenues arebeing actually generated or are likely to be generated, and shall determine Real-EstateRelated Assets targeted for investment by making comprehensive judgments on theirpresent and future profitability, future potential and stability of locational area, status of
response to deterioration and obsolescence of the real estate, tenant attributes, particulars
and terms of lease contracts, etc. and thereby evaluate their investment value.
4. The Investment Corporation shall manage its assets in such a manner as to cause the ratioof the sum of the values of specified real estate (meaning real estate, real estate leasehold
rights, superficies, or beneficiary interests in trust of real estate ownership, ground leasehold
rights or superficies) to be equal to or greater than seventy five one-hundredths (75/100) of
the sum of the value of the Specified Assets held by it.

Article 30

Types, Purposes and Scope of Specified Assets Targeted for Asset Management

1. The Investment Corporation shall mainly conduct investment in the following Specified
Assets (hereinafter collectively referred to as “Real Estate, etc.”).
(1) Real estate;(2) Real estate leasehold rights;(3) Superficies;(4) Trust beneficiary interests in trust of real estate, real estate leasehold rights andsuperficies only.
2. The Investment Corporation may conduct investment in the following Specified Assets inaddition to Real Estate, etc. Real Estate, etc. and assets listed in Items (1) through (3) of thisparagraph are collectively referred to as “Real Estate Equivalents”, and the following assets
listed in Items (4) through (7) of this paragraph for the purpose of conducting investments inReal Estate Equivalents exceeding 50% of total asset value are collectively referred to as“Real-Estate-Backed Securities.”(1) Trust beneficiary rights in monetary trusts for the purpose of managing the trust assets byinvesting primarily in real estate, real estate leasehold rights or superficies;(2) Equity Interests relating to a contract where one party makes a capital contribution for theother party to manage Real Estate, etc. and the assets listed in Item (1) of this paragraph,and the other party manages the contributed properties primarily as an investment in said
assets and distributes profits generated from said management (hereinafter referred to as“Equity Interests in Silent Partnership on Real Estate”);(3) Trust beneficiary rights in monetary trusts for the purpose of managing the trust assets byinvesting primarily in Equity Interests in Silent Partnership on Real Estate;(4) Preferred equity securities (as defined in Article 2, Paragraph 9 of the Act on Securitizationof Assets (Act No. 105 of 1998 as amended; hereinafter referred to as the “Asset
Securitization Act”);(5) Beneficiary securities (as defined in Article 2, Paragraph 7 of the Investment Trust Act);(6) Investment securities (as defined in Article 2, Paragraph 15 of the Investment Trust Act);
and7

(7) Beneficiary securities of specified purpose trusts (as defined in Article 2, Paragraph 15 of
the Asset Securitization Act (excluding those falling under assets specified in Item (4) of
the preceding paragraph or Item (1) or Item (3) of this paragraph)).
3. In addition to Specified Assets described in the preceding two paragraphs, the Investment
Corporation may invest in the Specified Assets listed below:(1) Deposits;(2) Call loans;(3) Negotiable certificates of deposit;(4) Securities (as defined in Article 3, Item (1) of the Order for Enforcement of the Act on
Investment Trusts and Investment Corporations (Cabinet Order No. 480 of 2000 as
amended; hereinafter referred to as the “Investment Trust Act Enforcement Order”)(excluding those assets which are separately specified in the preceding two paragraphs
and this paragraph));(5) Monetary claims (as defined in Article 3, Item (7) of the Investment Trust Act Enforcement
Order) (excluding those assets which are specified in Items (1) through (3) of thisparagraph);(6) Renewable energy power generation facilities (as stipulated in Article 3, Item (11) of theInvestment Trust Act Enforcement Order);(7) Beneficiary interests in monetary trusts which manage trust properties by investing
primarily in the assets listed in Items (1) through (6) of this paragraph; and(8) Rights in derivatives transactions (as defined in Article 3, Item (2) of the Investment Trust
Act Enforcement Order).
4. The Investment Corporation, if needed, may invest in the assets specified below (for assets
other than those listed in Item (5) and Item (6) of this paragraph, only those assets which areincidental to investments in Real Estate Equivalents, and for assets listed in Item (5) and
Item (6) of this paragraph, only those assets which are necessary for the Investment
Corporation to borrow funds):(1) Trademark rights as prescribed in Article 18, Paragraph 1 of the Trademark Act (Act No.
127 of 1959 as amended), or exclusive rights to use trademarks based on Article 30,
Paragraph 1 of said Act or non-exclusive rights to use trademarks based on Article 31,
Paragraph 1 of said Act;
(2) Rights to use the source of a hot spring as prescribed by Article 2, Paragraph 1 of the Hot
Springs Act (Act No. 125 of 1948 as amended) and facilities related to such hot spring;(3) Carbon dioxide equivalent quotas or other similar assets, or emission rights (including
emission rights for greenhouse gases) based on the Act on Promotion of Global WarmingCountermeasures (Act No. 117 of 1998 as amended);(4) Trust beneficiary interests in monetary trusts for purpose pf managing the trust assets byinvesting in the assets listed in Items (1) through (3) of this paragraph;(5) Investments as prescribed in the Small and Medium-Sized Enterprise Cooperatives Act(Act No. 181 of 1949 as amended);(6) Investments as prescribed in the Shinkin Bank Act (Act No. 238 of 1951 as amended);and8(7) Other assets which would need to be acquired in connection with investments in Real
Estate Equivalents
5. In the event that securities indicating the rights prescribed in Article 2, Paragraph 2 of the
Financial Instruments and Exchange Act (Act No. 25 of 1948 as amended) (hereinafterreferred to as the “FIEA”) are not issued, said rights shall be deemed to be such securities,
and the provisions of Paragraph 1 through Paragraph 4 shall be applied.

Article 31

Investment Restrictions

1. The Investment Corporation shall invest in the securities and monetary claims specified in
Paragraph 3 of the preceding Article by laying weight on the safety and liquidity of suchinvestments, and shall refrain from investing solely for the purpose of actively making
investment gains.
2. The Investment Corporation shall invest in the rights associated with the derivatives
transactions specified in Paragraph 3, Item (8) of the preceding Article solely for the purposeof hedging interest rate fluctuation risk arising from the Investment Corporation’s debts andother risks.
3. The Investment Corporation shall not invest in real estate located outside Japan, or in Real
Estate Equivalents (excluding real estate) or Real-Estate-Backed Securities based on realestate located outside Japan.
4. The Investment Corporation shall not invest in foreign-currency-denominated assets.

Article 32

Reinvestment of Revenue and Other Receipts

The Investment Corporation may invest or reinvest the proceeds from sale of the Invested Assets,interest, dividends and redemption proceeds received on securities, interest and delinquency
charges received in connection with monetary claims, distributions received on Equity Interests in
Silent Partnership on Real Estate, real estate lease income and other income, and leasehold
deposits and security deposits.

Article 33

Purpose and Scope of Lending of Portfolio Assets

1. For the purpose of securing its stable earnings in the medium- and long-term, the Investment
Corporation may lend the assets (including leasing parking lots and setting up advertising
displays) belonging to the Invested Assets (including the real estate forming the basis of
Real-Estate-Related Assets other than real estate acquired by it).
2. When lending real estate, the Investment Corporation may receive leasehold deposits or
security deposits, etc. and other similar money, and shall invest the money so received
pursuant to Article 28 and Article 29.
3. The Investment Corporation may lend Invested Assets other than real estate belonging to
the Invested Assets (including real estate forming the basis of Real-Estate-Related Assets
other than real estate acquired by it).
CHAPTER VII

Article 34

APPRAISAL OF ASSETS

Method, Standard, and Record Date for Appraisal of Assets
9

1.

The method and standard for appraisal of assets of the Investment Corporation shall beestablished by the type of the Invested Assets, and shall as a general rule be as follows:(1) Real estate, real estate leasehold rights and superficies as prescribed in Items (1), (2) and(3) of Paragraph 1 of Article 30
Appraisal shall be performed by deducting the value of accumulated depreciation fromacquisition value. The amount of depreciation on buildings and equipment, etc. shall bebased on the straight-line method. However, if the Investment Corporation determines thata calculation method adopted by it is not appropriate for a reasonable cause and it may
be reasonably judged that adoption of another calculation method would not pose any
problem for the unitholders, the Investment Corporation may switch to another calculation
method in accordance with laws and regulations.
(2) Beneficiary interests in trust of real estate, real estate leasehold rights and superficies asprescribed in Item (4), Paragraph 1 of Article 30
If the trust properties are the assets specified in Item (1) of this paragraph, appraisal shallbe performed in accordance with the provisions of Item (1) of this paragraph. In case offinancial assets and liabilities, they shall be appraised in accordance with generally
accepted corporate accounting practice, and on the basis of the value equivalent to equity
interests in the relevant trust beneficiary interests by deducting the sum of liabilities fromthe sum of assets.
(3) Beneficiary interests in monetary trust which manage trust properties by investing primarily
in real estate, real estate leasehold rights or superficies as prescribed in Item (1),Paragraph 2 of Article 30
If the assets comprising the trust properties are the assets specified in Item (1) of thisparagraph, appraisal shall be performed in accordance with the provisions of Item (1) of
this paragraph. In case of financial assets and liabilities, they shall be appraised inaccordance with generally accepted corporate accounting practices, and on the basis of
the value equivalent to equity interests in the relevant trust beneficiary interests bydeducting the sum of liabilities from the sum of assets.
(4) Equity Interests in Silent Partnership on Real Estate prescribed in Item (2), Paragraph 2
of Article 30
If the assets comprising the Equity Interests in Silent Partnership on Real Estate are theassets specified in Items (1) through (3) of this paragraph, appraisal shall be performed inaccordance with the methods prescribed in respective items. In case of financial assets
and liabilities, they shall be appraised in accordance with generally accepted corporate
accounting practices, and on the basis of the value equivalent to Equity Interests in Silent
Partnership on Real Estate by deducting the sum of liabilities from the sum of assets.
(5) Beneficiary interests in monetary trusts managing trust properties by investing primarily in
Equity Interests in Silent Partnership on Real Estate as prescribed in Item (3), Paragraph
2 of Article 30
Appraisal shall be performed with respect to Equity Interests in Silent Partnership on Real
Estate as trust properties in accordance with Item (4) of this paragraph. In case of financial
assets and liabilities, they shall be appraised in accordance with generally accepted
corporate accounting practices, and on the basis of the value equivalent to equity interestsin the relevant trust beneficiary interests by deducting the sum of liabilities from the sumof assets.

10(6) Securities prescribed in Items (4) through (7), Paragraph 2 of Article 30 and Item (4),Paragraph 3 of Article 30
If the market prices for the relevant securities are available, the value based on suchmarket prices shall be used. Appraisal of such as shares which have no market price shallbe performed by taking into consideration the acquisition cost.
(7) Monetary claims prescribed in Item (5), Paragraph 3 of Article 30
Appraisal shall be performed by deducting an allowance for doubtful accounts fromacquisition value. However, if the monetary claims are acquired at a value lower or higher
than the amount of claims and if the nature of difference between the amount of acquisition
and the amount of claims is deemed to be an adjustment of interest, appraisal shall be
performed by deducting an allowance for doubtful accounts from the value calculated in
the amortized cost method.
(8) Beneficiary interests in monetary trusts prescribed in Item (7), Paragraph 3 of Article 30
Appraisal according to Invested Assets shall be performed in accordance with theappraisal methods for the investment assets prescribed in Items (1) through (7) and Item(10) of this paragraph. In case of financial assets and liabilities, they shall be appraised inaccordance with generally accepted corporate accounting practices, and on the basis of
the value equivalent to equity interests in the relevant trust beneficiary interests bydeducting the sum of liabilities from the sum of assets.
(9) Rights associated with derivatives transactions prescribed in Item (8), Paragraph 3 ofArticle 30(i)Appraisal of claims and debts arising from derivatives transactions shall be
performed by using the market value(ii) Notwithstanding the foregoing, pursuant to the accounting standards for financial
instruments and other generally accepted corporate accounting practices, hedge
accounting may be applied to those claims and debts which fulfill the requirements
for hedge accounting, and, furthermore, special treatment may be applied to thoseclaims and debts which fulfill the requirements for special treatment pursuant to theaccounting standards for financial instruments.
(10)

OthersIn the absence of any provision above, appraisal shall be performed by using the appraisal
value provided in accordance with provisions of the Investment Trust Act or the appraisal
rules of the Investment Trusts Association, Japan or in accordance with the generally
accepted corporate accounting practices.
2.

Appraisal shall be performed in the following manner if appraisal is performed in a manner
different from that prescribed above for the purpose of stating the price in asset
management reports, etc.
(1) Real estate, real estate leasehold rights and superficies
As a general rule, the appraised value obtained on the basis of the appraisal conductedby a certified real estate appraiser, etc.
(2) Beneficiary interest in trust of real estate, superficies or real estate leasehold rights andEquity Interests in Silent Partnership on Real Estate
If the assets comprising the trust properties or Equity Interest in Silent Partnership on Real
Estate are the assets specified in Item (1) of this paragraph, appraisal shall be performed11

in accordance with the provision of Item (1) of this paragraph. Financial assets shall beappraised in accordance with generally accepted corporate accounting practices, and on
the basis of the value equivalent to Equity Interests in Silent Partnership on Real Estateor the value equivalent to equity interests in the relevant trust beneficiary interests bydeducting the sum of liabilities from the sum of assets.
3.

The record date for the Investment Corporation’s asset appraisal shall be each Fiscal- Term
End prescribed in Article 36 hereof; provided, however, that those assets which areprescribed in Items (4) through (7) of Paragraph 2, Paragraph 3 and Item (4) of Paragraph
4 of Article 30 and which may be appraised by using the values based on market prices
shall be appraised at the end of each month.
CHAPTER VIII

Article 35

BORROWINGS AND ISSUANCE OF
INVESTMENT CORPORATION BONDS

Maximum Limit on Borrowings and Issuance of Investment Corporation Bonds

1.

The Investment Corporation may borrow funds or issue investment corporation bonds(including short-term investment corporation bonds; hereinafter the same shall apply) forthe purpose of securing stable earnings and steadily developing the Invested Assets. If
borrowing funds; the Investment Corporation shall borrow only from Qualified Institutional
Investors defined in Article 2, Paragraph 3, Item 1 of the FIEA (limited to those Institutional
Investors which are prescribed in Article 67-15 of the Act on Special Measures on Taxation(Act No. 26 of 1957 as amended; hereinafter referred to as the “Special Taxation MeasuresAct”)).

2.

The intended uses of cash procured by the borrowings and issuance of the investment
corporation bonds prescribed in the preceding paragraph shall include acquisition of assets,
repairs, payment of distributions, funds required for the operation of the Investment
Corporation, and repayments of debt obligations (including return of leasehold deposits andsecurity deposits, and repayments of the borrowings and the investment corporation bonds
liabilities); provided, however, that the uses and purposes of the funds procured by issuanceof short-term investment corporation bonds shall be limited to the scope prescribed by laws
and regulations.

3.

When borrowing funds pursuant to Paragraph 1, the Investment Corporation may pledge
Invested Assets as collateral.

4.

The upper limit on the amount of borrowing and on the amount of investment corporation
bonds to be issued shall be one trillion yen (¥1,000,000,000,000), respectively, and the sumof such borrowings and bonds issued shall not exceed one trillion yen (¥1,000,000,000,000).
CHAPTER IX

Article 36

CALCULATION

Fiscal Term and Fiscal-Term End

With respect to each year, the Investment Corporation’s fiscal term shall begin on January 1 andend on June 30, and shall begin on July 1 and end on December 31 (hereinafter, the last day ofeach fiscal term shall be referred to as the “Fiscal-Term End.”)

Article 37

Policy on Distribution of Cash
12As a general rule, the Investment Corporation shall make distributions on the basis of the following
policy:(1) Distribution of profits(i) Of the aggregate amount of cash to be distributed to the unitholders, the amount of
profits prescribed by the Investment Trust Act shall be the amount of net assets on
the balance sheet less the sum of total equity contributions, etc., and such amountshall be calculated in accordance with generally accepted corporate accounting
practices in Japan.
(ii) As a general rule, the amount of distribution shall be an amount to be determinedby the Investment Corporation which shall be in excess of the amount (to bechanged if calculation is changed as a result of an amendment to laws andregulations, etc.; hereinafter the same shall apply for the purpose of this Article)
equal to ninety one-hundredths (90/100) of the distributable profits prescribed in
Article 67-15, Paragraph 1 of the Special Taxation Measures Act (hereinafterreferred to as the “Special Tax Provisions of Investment Corporations”).
The Investment Corporation may accumulate, retain, or otherwise deal withnecessary amounts in addition to the long-term reserves for repairs which are
deemed to be necessary for maintenance or value enhancement of the Invested
Assets, payment reserves, distribution reserves, and similar reserves and provisions.
(2) Distribution of cash in excess of profits
If the Investment Corporation finds it appropriate to do so, or if it is possible to prevent theInvestment Corporation from incurring tax such as corporate tax, etc., the Investment
Corporation may distribute an amount determined by it as cash in excess of profits.
(3) Distribution Method
Distributions pursuant to this Article shall be made in cash, and shall be distributed to theunitholders or the registered pledgee of investment unit stated or recorded in the final
register of unitholders as of the Fiscal-Term End, as a general rule within three months
from the Fiscal-Term End, in accordance with the number of investment units held by themor pledged as registered investment unit pledge.
(4) Expiration Period for Distribution Amounts
If a distribution of cash pursuant to this Article is not claimed within a period of three years
from the payment commencement date, the Investment Corporation shall be exemptedfrom its obligation to pay such distribution. No interest shall accrue on such unpaid
distribution.
(5) Rules of the Investment Trust Association, Japan
Except for the provision of Items (1) through (4) above, the Investment Corporation shallcomply with the rules, etc. established by the Investment Trust Association, Japan when
making distributions of cash.

Article 38

Asset Management Fees Payable to Asset Management Company

The standards for the amount and payment of the asset management fees payable by theInvestment Corporation to the asset management company with whom the Investment Corporation
would entrust the management of assets (hereinafter referred to as the “Asset Management
Company”) shall be as prescribed in Exhibit 1 hereto which constitutes an integral part of these
Articles of Incorporation.
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CHAPTER X

Article 39

ENTRUSTMENT OF BUSINESSESAND ADMINISTRATIVE WORK

Entrustment of Businesses and Administrative Work

1.

Pursuant to the provisions of Article 198 and Article 208 of the Investment Trust Act, theInvestment Corporation shall entrust business pertaining to asset management with theAsset Management Company, and entrust business pertaining to the custody of assets withthe custodian.

2.

The Investment Corporation shall entrust with a third party administrative work related to its
business other than those pertaining to the asset management and custody of assets thatmust be entrusted with a third party pursuant to Article 117 of the Investment Trust Act.

Established on:

May 11, 2004

Most recently amended on:

March 27, 2024

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EXHIBIT 1
ASSET MANAGEMENT FEESPAYABLE TO THE ASSET MANAGEMENT COMPANY

The amounts, calculation methods, and payment dates of fees payable to the Asset Management
Company are as stated below.

1. Asset management fee
With respect to each fiscal term, the Investment Corporation shall pay an amount notexceeding the amount equal to its total assets (Note 1) multiplied by a factor of 0.3% per annum(Note 2) during the current fiscal term, and pay an amount not exceeding the amount equal tooperating income before depreciation (Note 3) multiplied by a factor of 2% within three months
from the Fiscal-Term End in respect of the relevant fiscal term.
Notes:
1) The term “total assets” means the amount of total assets stated on the balance sheet of theInvestment Corporation as of the Fiscal-Term End immediately preceding its relevant fiscal
term.
2) Prorated for the actual number of days on the basis of a 365-day year (with any fractionalamount less than one yen discarded)3) The term “operating income before depreciation” means the Investment Corporation’s
operating revenue for the relevant fiscal term, less the operating expenses for the fiscal term
(excluding depreciation expenses, asset management fee related to total assets, and asset
management fee related to operating income before depreciation).

2.

Acquisition fee
The Investment Corporation shall pay an amount not exceeding the purchase price of Real
Estate, etc. (excluding tax and public charges on the acquisition of said Real Estate, etc. andother expenses in connection with the acquisition) to be acquired by it multiplied by a factor of
0.5% (or 0.25% in the cases of transaction with interested parties, etc. specified in theregulations regarding transactions with interested parties, etc. of the Asset Management
Company) no later than the last day of the month immediately following the month in which thedate of acquisition falls (meaning a date on which the effect of transfer of rights includingtransfer of ownership comes into force and effect).

3.

Deposition fee
The Investment Corporation shall pay an amount not exceeding the disposition price of Real
Estate, etc. (excluding tax and public charges on the disposition of said Real Estate, etc. andother expenses in connection with the disposition) to be disposed of by it multiplied by a factorof 0.5% (or 0.25% in the cases of transaction with interested parties, etc. specified in theregulations regarding transactions with interested parties, etc. of the Asset Management
Company) no later than the last day of the month immediately following the month in which thedate of disposition falls (meaning a date on which the effect of transfer of rights includingtransfer of ownership comes into force and effect).
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