[Translation for reference purpose only]

Articles of Incorporation of Investment Corporation

Ooedo Onsen Reit Investment Corporation

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Articles of Incorporation of Ooedo Onsen Reit Investment Corporation
Section I

General Provisions

Article 1
Corporate Name
The name of the investment corporation (the “Investment Corporation”) is Ooedo Onsen
Reit Investment Corporation and is expressed as “Ooedo Onsen Reit Investment Corporation”
in English.
Article 2
PurposeThe purpose of the Investment Corporation is to manage its assets by investing them mainlyin the specified assets provided for in Article 2(1) of the Act on Investment Trusts andInvestment Corporations (Act No. 198 of 1951, as amended; the “Investment Trust Act”)(the “Specified Assets”).
Article 3
Location of Head Office
The head office of the Investment Corporation is in Chuo-ku, Tokyo.
Article 4
Method of Public Notice
All public notices by the Investment Corporation shall be given in the Nihon Keizai Shimbun.
Section II

Investment Units

Article 5
Total Number of Investment Units Authorized to be Issued
5.1
The total number of investment units authorized to be issued by the Investment
Corporation is 10,000,000.
5.2
The Investment Corporation may offer persons to subscribe for the investment units
issued by the Investment Corporation, within the limit of the total number of theinvestment units authorized to be issued, with the approval of the board of directors.
The amount payable per unit upon the issuance of investment units offered (meaning
investment units allocated to a person applying for subscription of investment units
in response to the offering) shall be determined by the executive directors and shallbe the amount approved by the board of directors as a fair value in light of thecontents of the assets held by the Investment Corporation (“Managed Assets”).
Article 6
Total Number of Investment Units Offered in JapanThe aggregate issue amount to be paid of the investment units offered in Japan shall exceed
50% of the total issue amount to be paid of the investment units issued by the Investment
Corporation. If any amendment is made to the requirement under the Act on Special
Measures Concerning Taxation (Act No. 26 of 1957, as amended; the “Act on Special
Measures Concerning Taxation”) that solicitation for offers for investment units be placed
mainly in Japan, this Article shall be replaced with the amended provision.
Article 7
Redemption of Investment Units at the Request of a Unitholder andAcquisition of Own Investment Units through Agreement with Unitholders
7.1
The Investment Corporation shall not redeem any investment units at the request ofunitholders.
7.2
The Investment Corporation may acquire its own investment units for value upon
agreement with unitholders.
2Article 8
Matters Relating to Handling of Investment Units
Procedures for the handling of investment units, such as registration or recording in theInvestment Corporation’s unitholders’ register, the exercise of voting rights by unitholders,and other procedures and applicable fees are subject to laws, ordinances, and these Articles ofIncorporation and the rules established by the board of directors.
Article 9
Minimum Net Asset Value
The minimum net asset value to be constantly maintained by the Investment Corporation is
50,000,000 Japanese yen.
Section III

Asset Management

Article 10
Fundamental Asset Management Policy
10.1
With the aim of securing stable income in the medium to long term and steady
growth of the Managed Assets, the Investment Corporation will manage its assets byinvestment mainly in assets falling under real property and other assets (meaning
assets which constitute real property and other assets as provided for in Article
105(i)(f) of the Ordinance for Enforcement of the Act on Investment Trusts andInvestment Corporations (Ordinance of the Prime Minister’s Office No. 129 of 2000,
as amended; the “Investment Trust Act Enforcement Ordinance”); the same
hereinafter) and Real Estate (as defined in Article 11.1(1); the same hereinafter).
The Investment Corporation may also invest in (a) Real Estate which does notconstitute real property and other assets, (b) Real-Estate-Backed Securities (asdefined in Article 11.1(2); the same hereinafter) whose investments are mainly inReal Estate, and (c) other assets.
10.2
In the case provided for in Article 116-2 of the Order for Enforcement of the Act on
Investment Trusts and Investment Corporations (Cabinet Order No. 480 of 2000, as
amended; the “Investment Trust Act Enforcement Order”), the Investment
Corporation may acquire the issued shares or contribution of a corporation provided
for in Article 221-2.1 of the Investment Trust Act Enforcement Order (“Foreign Real
Estate Holding Corporation”) in excess of the product of the total number oramount of the issued shares or contribution of that Foreign Real Estate Holding
Corporation and the ratio provided for in Article 221 of the Investment Trust Act
Enforcement Ordinance.
Article 11
Types, Purpose, and Scope of Assets to be Managed
11.1
The Investment Corporation shall invest in Real Estate and Real-Estate-Backed
Securities listed in Article 11.1(1) and Article 11.1(2) below. Real Estate andReal-Estate-Backed Securities shall be collectively referred to hereinafter as “RealEstate Related Assets”.
(1)
Real Estate means the following assets:(i)real estate (not limited to that in Japan; the same hereinafter in this Article
11.1(1));(ii)
leasehold rights in real estate;(iii)
surface rights (not limited to those pertaining to land in Japan; the same
hereinafter in this Article 11.1(1));(iv)
beneficial interests of trusts the principal of which is real estate, leasehold
rights in real estate, or surface rights (including comprehensive trusts theprincipal of which is real estate and cash incidental to real estate);
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(v)

(2)

11.2

beneficial interests in monetary trusts the purpose of which is to manage thetrust assets through investing mainly in real estate, leasehold rights in realestate, and surface rights;(vi)
equity interests in investments under an agreement where one party makes afinancial contribution to another party to manage the assets set out in Article
11.1(1)(i) through Article 11.1(1)(v), and that other party manages that
contribution primarily as an investment in those assets and distributes the
profits from its management of those assets (the “Tokumei Kumiai Equity
Interests”); and(vii)
beneficial interests in monetary trusts the purpose of which is to manage thetrust assets through investment primarily in Tokumei Kumiai Equity
Interests.
Real-Estate-Backed Securities means the following assets whose purpose is to invest
more than 50% of the underlying in Real Estate:(i)
preferred equity securities (meaning those provided for in Article 2(9) of the
Act on Securitization of Assets (Act No. 105 of 1998, as amended; the“Asset Securitization Act”));(ii)
beneficiary securities (meaning those provided for in Article 2(7) of theInvestment Trust Act);(iii)
investment securities (meaning those provided for in Article 2(15) of theInvestment Trust Act);(iv)
beneficiary securities of special purpose trusts (meaning those provided forin Article 2(15) of the Asset Securitization Act) (excluding beneficiary
securities of special purpose trusts that constitute assets listed in Article
11.1(1)(iv), Article 11.1(1)(v), or Article 11.1(1)(vii)); and(v)
shares or contribution issued by a Foreign Real Estate Holding Corporation
whose assets consist entirely of real estate and monetary claims associatedwith such real estate (excluding those listed on foreign financial instruments
market or registered on an OTC financial instruments market opened in aforeign country) (limited to those in excess of the product of the rate
provided for in Article 221 of the Investment Trust Act Enforcement
Ordinance and the total number or amount of such issued shares orcontribution (excluding treasury shares or contribution in a Foreign Real
Estate Holding Corporation owned by itself)).
The Investment Corporation may invest in the following Specified Assets in addition
to the Real Estate Related Assets:(i)
deposits;(ii)
call loans;(iii)
Japanese national government bonds (meaning those provided for in each
item of Article 2.1(1) of the Financial Instruments and Exchange Act (ActNo. 25 of 1948, as amended; the “FIEA”);(iv)
Japanese municipal bonds (meaning those provided for in Article 2.1(2) ofthe FIEA);(v)
monetary claims (meaning those claims provided for in Article 3(vii) of theInvestment Trust Act Enforcement Order);(vi)securities (excluding securities provided for in Article 2.1 of FIEA and rights
to be deemed as securities provided for in Article 2.2 of FIEA that areprovided for in Article 11.1 and Article 11.2);(vii)
rights pertaining to derivative transactions (meaning those provided for in
Article 3(ii) of the Investment Trust Act Enforcement Order);4

(viii)

11.3

11.4

renewable energy power generation facilities (meaning those provided for in
Article 3(xi) of the Investment Trust Act Enforcement Order); and(ix)beneficial interests of trusts, Tokumei Kumiai Equity Interests, and otherSpecified Assets whose main underlying assets are those listed in Article
11.2(ix).
The Investment Corporation may invest in the following assets incidental to theinvestment in Real Estate or Real-Estate-Backed Securities where necessary:(i)
trademark rights etc. (meaning trademark rights and exclusive or
non-exclusive rights to use trademarks under the Trademark Act (Act No.
127 of 1959, as amended));(ii)
copyrights etc. under the Copyright Act (Act No. 48 of 1970, as amended)(iii)
rights to use the source of a hot spring (onsen) under the Hot Spring Act(Act No. 125 of 1948, as amended) and related facilities;(iv)
movables (meaning, of the movables provided for in the Civil Code (Act No.
89 of 1896, as amended), facilities, equipment, and other structural orpractical additions to the real estate); and(v)
carbon dioxide equivalent quotas under the Act on Promotion of Global
Warming Countermeasures (Act No. 117 of 1998, as amended) and othersimilar rights, and emission credits (including greenhouse gas emission
credits).
With respect to rights to be indicated on securities as provided for in Article 2(2) ofthe FIEA, even if securities indicating such rights are not issued, such rights shall bedeemed to be such securities, and Article 11.1 through Article 11.3 shall apply.

Article 12
Investment Policy
12.1
The real estate that forms the main part of or the underlying in the Real Estate
Related Assets in which the Investment Corporation invests is to mainly consist ofreal estate used for ryokan (meaning lodgings whose main structure and facilities are
Japanese style; the same hereinafter), hotels (meaning lodgings whose main structureand facilities are Western style; the same hereinafter), or other facilities available foror possibly available for accommodation, and for baths (public bathing facilities
which employ onsen or other similar facilities; the same hereinafter), resort facilities(facilities to provide opportunities for sports or recreation activities during leisuretime; the same hereinafter), amusement parks, or other facilities for utilizing leisuretime (including multi-use facilities that contain the foregoing), and accommodation
facilities (meaning rental houses, student apartments, company dormitories, serviced
apartments, shared houses and senior citizen facilities and residences, etc. and otherfacilities used or capable of being used for residential purposes; the same
hereinafter).
12.2
When investing in Real Estate Related Assets, the Investment Corporation shall (a)conduct economic research into the estimated revenue and the potential and stabilityof the location of, (b) physically inspect the construction specifications, premises andequipment, earthquake-proofing, property management status, environment, and soil
quality of, and (c) make legal inquiries into the rights that exist with respect to thebuildings on the real estate that forms the main part of or the underlying in the Real
Estate Related Assets, and comprehensively review the results.
12.3
The Investment Corporation may take any measures necessary to protect theunitholders’ interests if macroeconomic conditions such as general economic
conditions, financial conditions, consumer attitudes, real estate market conditions, orthe economic environment of the Investment Corporation suddenly change, the
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12.4

unitholders’ affiliations or the status of distributions to unitholders changes, or theunitholders’ interests may be damaged for other reasons.
The Investment Corporation may extend and reconstruct, alter the specifications of,or conduct other additional investment into the real estate that forms the main part ofor the underlying in the Real Estate Related Assets in order to maintain stable
distributions to unitholders.

Article 13
Investment Restrictions
13.1
The Investment Corporation will invest in the monetary claims listed in Article
11.2(v) and securities listed in Article 11.2(vi) by taking safety and liquidity factors
into full consideration and will not conduct such investment solely to obtain active
investment returns.
13.2
The Investment Corporation will invest in rights pertaining to the derivativetransactions listed in Article 11.2(vii) only for the purpose of: realizing the samelevel of profit and loss compared to the case where the Investment Corporation owns
the assets in which it may invest, reducing the risks arising from price and interest
rate fluctuations on the Investment Corporation’s assets or liabilities, and, by meansof forward foreign exchange transactions, reducing the risks arising from exchange
rate fluctuations on the Investment Corporation’s assets or liabilities.
13.3
The Investment Corporation shall conduct its asset management so as to keep theratio of the total amount of specified real estate (meaning, of the Specified Assets
obtained by the Investment Corporation, real estate, leasehold rights in real estate or
surface rights, or beneficial interests in trust the principal of which is ownership ofreal estate, leasehold rights in land or surface rights) to the total amount of Specified
Assets held by the Investment Corporation at 75% or more.
Article 14
Reinvestment of Income, etc.
The Investment Corporation may invest or reinvest proceeds from the disposition of Managed
Assets, proceeds from the redemption of, interest on, and other earnings from securities, trust
dividends, distributions on Tokumei Kumiai Equity Interests, income from the leasing or
management of real estate, and other income, and security deposits, guarantee deposits, andother deposits.
Article 15
Purpose and Scope of Leasing of Underlying Assets
15.1
The Investment Corporation shall, in principle, lease all real estate forming part of
the Managed Assets (including the real estate that forms the main part of or theunderlying in the Real Estate Related Assets obtained by the Investment Corporation)
through the execution of a lease agreement with a third party for the purpose of
securing stable income over the medium to long term (the lease includes, but is not
limited to, installation of parking space, signboards, and equipment; the same
hereinafter in this Article 15). With respect to any real estate that is an asset of atrust in which the beneficial interest held is a Specified Asset, the Investment
Corporation shall, in principle, cause a trustee of the trust to enter into a leaseagreement with a third party and to lease such real estate to that third party.
15.2
In leasing real estate, the Investment Corporation may receive security deposits,
guarantee deposits, and other similar monies, which it shall manage in accordancewith Articles 10 through Article 14.
15.3
The Investment Corporation may lease the Managed Assets that are not real estate(including the real estate that forms the main part of or the underlying in the Real
Estate Related Assets obtained by the Investment Corporation; the same hereinafter
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15.4

in this Article 15).
As part of its asset management operations, the Investment Corporation may
sublease real estate after leasing that real estate from a third party.
Section IV

Asset Valuation

Article 16
Principles of Asset Valuation
The Investment Corporation shall value the Managed Assets in accordance with generally
accepted corporate accounting practices. To ensure the reliability of valuation results, theInvestment Corporation shall value the Managed Assets with care and in good faith for theinterest of unitholders, in compliance with the general principle of consistency.
Article 17
Asset Valuation Reference Date
The reference date for the Investment Corporation’s asset valuation is to be the Closing Dateprovided for in Article 24; provided, however, that the reference date is the end of each monthfor those assets provided for in Article 11.1(1) and Article 11.2 that may be valued using themarket price (the transaction price on a financial instruments exchange, the price published by
the Japan Securities Dealers Association or a similar organization, or the transaction price thatemerges on a similar transaction system that allows liquidation by purchase and disposition on
demand; the same hereinafter).
Article 18
Method of Asset Valuation and Criteria
The criteria and methods for valuing the assets of the Investment Corporation are to be
stipulated for each type of Managed Assets and are, in principle, as follows:(1)
Real estate, leasehold rights in real estate and surface rights (as provided forin Article 11.1(1)(i) through Article 11.1(1)(iii))
The valuation shall be the amount calculated by deducting the accumulated
depreciation from the acquisition value. The straight-line method shall be
used to calculate the amount of depreciation for buildings and equipment,
etc.; provided, however, that another calculation method may be used if theInvestment Corporation considers it inappropriate to use the method used by
the Investment Corporation for any justifiable reason, and as far as it can bereasonably determined no problem will arise from the perspective ofinvestor protection.
(2)
Beneficial interests of trusts the principal of which is real estate, leasehold
rights in real estate and surface rights (as provided for in Article 11.1(1)(vi))
In cases where the trust assets are any of the assets listed in Article 18.1(1),the valuation shall be made pursuant to Article 18.1(1), while financial
assets and liabilities shall be valued based on the net asset value of trust,calculated by deducting the total amount of trust liabilities from the total
amount of trust assets after valuation in accordance with the generally
accepted corporate accounting practices.
(3)
Beneficial interests in monetary trusts the purpose of which is to manage thetrust assets through investing primarily in real estate, leasehold rights in realestate and surface rights (as provided for in Article 11.1(1)(v))
In cases where the trust assets are any of the assets listed in Article 18.1(1),the valuation shall be made pursuant to Article 18.1(1), while financial
assets and liabilities shall be valued based on the net asset value of trust,calculated by deducting the total amount of trust liabilities from the total
amount of trust assets after valuation in accordance with the generally
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(4)

(5)

(6)

(7)

(8)

accepted corporate accounting practices.
Tokumei Kumiai Equity Interests (as provided for in Article 11.1(1)(vi))
In cases where the tokumei kumiai property is composed of the assets listed
in Article 18.1(1) through Article 18.1(3), the valuation shall be madepursuant to the relevant item, while financial assets and liabilities shall bevalued based on the equity interests of the Investment Corporation in the net
asset value of the tokumei kumiai, calculated by deducting the total amountof tokumei kumiai liabilities from the total amount of tokumei kumiai assets
after valuation in accordance with the generally accepted corporate
accounting practices.
Beneficial interests in monetary trusts the purpose of which is to manage thetrust assets through investment primarily in Tokumei Kumiai Equity
Interests (as provided for in Article 11.1(1)(vii))
The valuation shall be made after valuation pursuant to Article 18.1(4)based on the net asset value of trust, calculated by deducting the total
amount of trust liabilities from the total amount of Tokumei Kumiai Equity
Interests.
Securities (as provided for in Article 11.1(2), Article 11.1(2)(iii), Article
11.1(2)(iv), and Article 11.1(2)(vi))
The valuation shall be made as follows;(a) if the securities are classified as held-to-maturity bonds, the valuation
shall be made using the acquisition cost; provided, however, that incases where such bonds are acquired for an amount either higher orlower than the face value and the nature of the difference between theacquisition price and the face value is deemed to be an adjustment
related to interest rates, the value shall be the amount calculated byusing the amortized cost method.
(b) if the securities are classified as other securities, the valuation shall bemade using the current price; provided, however, that in cases wheresuch securities are shares or other securities (including contributions
that give rise to equity claims in the same manner as shares) with nomarket price, the valuation shall be made using the acquisition cost.
Monetary claims (as provided for in Article 11.2(v))
The valuation shall be made using an amount calculated by deducting theallowance for bad debts, calculated based on the estimated uncollectible
amount, from the acquisition price; provided, however, that in cases wheresuch monetary claim is acquired for an amount either higher or lower thanthe claim amount, and if the nature of the difference between the acquisition
price and the claim amount is deemed to be an adjustment related to interest
rates, the valuation shall be made using an amount calculated by deducting
the allowance for bad debts from the value calculated based on theamortized cost method.
Rights pertaining to derivative transactions (as provided for in Article
11.2(vii))(i)
The valuation of net claims and obligations arising fromtransactions of derivatives shall be made based on the current price.
(ii)
Hedge accounting may be applied in cases which are deemed ashedge transactions in accordance with generally accepted corporate
accounting practices. Further, special treatment for interest rate
swaps under accounting for financial instruments and the
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(9)

(10)

appropriation treatment under foreign currency-denominatedtransactions accounting standards relating to forward exchange
contracts, etc. may be accounted for accordingly.
Movables (as provided for in Article 11.3(iv))
The valuation shall be made based on the amount calculated by deducting
the accumulated depreciation from the acquisition price. The straight-line
method shall be used to calculate the amount of depreciation; provided,
however, that other calculation methods may be used if it becomesinappropriate to use the straight-line method for any justifiable reason, andas far as it can be determined no problem will arise from the perspective ofinvestor protection.
Other
If the valuation method is not provided in the foregoing, the valuation shallbe made for each type of Managed Assets based on the valuation rules
prescribed by the Investment Trusts Association, Japan (“JITA”), or basedon the amount valued pursuant to generally accepted corporate accounting
standards.

Article 19

Price Used in Securities Registration Statement, Securities Report,
Asset Management Report, Etc.
If a valuation is made by a method other than those provided for in Article 18 for the purposeof disclosure in the securities registration statement, the securities report, and the asset
management reports, etc., the Investment Corporation shall value the assets as follows:(1)
Real estate, leasehold rights in real estate, and surface rights
In principle, the value shall be the appraised value based on an appraisal
conducted by a real property appraiser.
(2)
Beneficial interests of trusts regarding real estate, leasehold rights in realestate and surface rights
If the trust assets are composed of real estate, leasehold rights in real estateand surface rights, the valuation shall be made in accordance with Article
19(1). Financial assets and liabilities shall be valued based on the net asset
value of trust, calculated by deducting the total amount of trust liabilities
from the total amount of trust assets after valuation in accordance with thegenerally accepted corporate accounting practices.
(3)
Tokumei Kumiai Equity Interests
If the Tokumei Kumiai Equity Interests are composed of beneficial interestsof trusts regarding real estate, leasehold rights in real estate and surface
rights, the valuation shall be made in accordance with Article 19(1).
Financial assets and liabilities shall be valued based on the net asset value oftrust, calculated by deducting the total amount of trust liabilities from thetotal amount of trust assets after valuation in accordance with the generally
accepted corporate accounting practices.
(4)
Rights pertaining to derivative transactions (if special treatment for interest
rate swaps is adopted under Article 18.1(8)( ii ))The valuation shall be made based on the value provided for in Article
18.1(8)(i).
Section V
Article 20

Borrowing and Issuance of Investment Corporation Bonds
Purpose of Borrowing and Issuance of Investment Corporation Bonds
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With the aim of securing stable income in the medium to long term and steady growth of theManaged Assets, the Investment Corporation may enter into borrowings or issue investment
corporation bonds (including short-term investment corporation bonds; the same hereinafterin this Section) from qualified institutional investors as defined in Article 2(3)(i) of the FIEA
(and limited to qualified institutional investors under the Ordinance of the Ministry of Internal
Affairs and Communications that are provided for in Article 67-15 (1)(b)(ii) of the Act on
Special Measures Concerning Taxation and Article 7.7(3) of the Supplementary Provisions ofLocal Tax Act Enforcement Order (Order No. 245 of 1950, as amended). Upon issuinginvestment corporation bonds, the Investment Corporation shall, under the provisions of laws
and ordinances, entrust to a third party the administrative services related to the solicitation ofsubscribers for, transfer, and issue of those investment corporation bonds, the payment ofinterests or redemption proceeds to creditors of the Investment Corporation, the acceptance ofrequests to exercise voting rights or any other applications from creditors of the Investment
Corporation, and other administrative services.
Article 21

Purpose of Funds Raised Through Borrowings and Issuance ofInvestment Corporation Bonds
Funds raised through borrowings and issuance of investment corporate bonds shall be used
for the acquisition of assets, maintenance and repair, refund of security deposits, payment of
distributions, payment of expenses incurred by the Investment Corporation, repayment of debt(including the repayment of borrowings and investment corporate bonds), and other uses.
Article 22

Maximum Amount of Borrowings and Issuance of Investment
Corporation Bonds
The maximum principal amount of any borrowing and issuance of investment corporation
bonds shall be one trillion (1,000,000,000,000) Japanese yen respectively, and the aggregate
amount of the foregoing shall not exceed one trillion (1,000,000,000,000) Japanese yen.
Article 23
Pledge of Collateral
If the Investment Corporation borrows funds or issues investment corporate bonds, it may
pledge the Managed Assets as collateral.
Section VI

Fiscal Period and Closing Date

Article 24
Fiscal Period and Closing Date
The fiscal periods of the Investment Corporation each year shall be from June 1 through thelast day of November and from December 1 through the last day of May of the following year
(hereinafter, the last day of each fiscal period shall be referred to as the “Closing Date”).
Section VII

Cash Distributions

Article 25
Policy for Cash Distributions
The Investment Corporation shall, in principle, make distributions in accordance with thefollowing policies.
25.1
Calculation method for the total amount to be distributed to unitholders(1)
Of the total amount to be distributed to unitholders, the profit (the“Distributable Amount”) shall mean profit as provided for in Article
136(1) of the Investment Trust Act.
(2)
In principle, the Investment Corporation shall distribute an amount thatexceeds the equivalent of 90% of the amount of its profit available for
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25.2

distribution as provided for in Article 67-15(1) of the Act on Special
Measures Concerning Taxation (the “Profit Available for Distribution”; if
the calculation of such amount changes due to any modification of laws orordinances, meaning the amount after the modification; the same hereinafterin this Article 25).
The Investment Corporation may accumulate, retain or otherwise employ along-term repair reserve, payment reserve, distribution reserve, reserve for
reduction for special tax treatment for property replacement, reserve foradjustment of temporary difference, and any other similar reserves andallowances that are deemed necessary to maintain or improve the value ofthe Managed Assets or to maintain stable distributions.
The amount of profit which is reserved instead of being allocated to
distributions shall be managed in accordance with the objects of asset
management of the Investment Corporation and under the fundamental
policy for asset management.
Distribution of cash in excess of profit
If the Investment Corporation considers it appropriate in light of the economic
environment, the trends of real estate markets and lease markets, and the status ofassets and financial conditions, the Investment Corporation may distribute in excessof the Distributable Amount of the sum of the distribution amount provided for in
Article 25.1(2) and the amount determined by the Investment Corporation to theextent of the amount determined by the rules of JITA. If it is possible to limit thetax (including corporation tax) imposed on the Investment Corporation, theInvestment Corporation may distribute the sum of the distribution amount provided
for in Article 25.1(2) and the allowance for adjustment of temporary difference, etc.,
determined by the Investment Corporation to the extent of the amount provided for in
the rules of the JITA as distributions in excess of the Distributable Amount. If, in
the above case, the distribution amount will not satisfy the requirement in the special
provisions for tax imposed on the Investment Corporation as provided for in laws orordinances, the amount determined by the Investment Corporation for the purpose ofsatisfying that requirement may be distributed in excess of Distributable Amount.
The amount distributed to unitholders in excess of profit shall be deducted from
capital surplus first and then the remaining amount after the deduction from suchcapital surplus shall be deducted from unitholders’ capital.

Article 26
Method of Distribution
The Investment Corporation shall pay distributions to unitholders and registered investment
unit pledgees who are recorded or registered in the final unitholders’ register as of each
Closing Date, in principle within three (3) months after the Closing Date, in accordance with
the number of investment units held or pledged.
Article 27
Expiration of Distributions
If the payment of distributions to any unitholder is unclaimed for a period of three (3) fullyears after the date of commencement of such payment, the Investment Corporation shall bedischarged from its payment obligation. No interest shall accrue on any unpaid distributions.
Article 28
Rules of JITA
When making distributions, the Investment Corporation shall comply with the rules andregulations stipulated by JITA in addition to these Articles of Incorporation.
11Section VIII

Costs and Expenses

Article 29
Asset Management Fees Payable to Asset Manager
The calculation method and the payment period of asset management fees payable to the asset
manager to which the Investment Corporation entrusts the management of its assets shall be
as provided for in the Attachment hereto, which shall constitute a part of these Articles ofIncorporation.
Article 30
Remuneration of Directors
The Investment Corporation shall pay monthly remuneration to each executive director of anamount determined by the board of directors up to an amount equivalent to eighty thousand(800,000) Japanese yen per month, by transfer into the account specified by each executive
director no later than the last business day of the relevant month. In addition, the Investment
Corporation shall pay monthly remuneration to each supervisory director of an amountdetermined by the board of directors up to an amount equivalent to fifty thousand (500,000)
Japanese yen per month, by transfer into the account specified by each supervisory director nolater than the last business day of the relevant month.
Article 31
Fees Payable to Accounting Auditor
The Investment Corporation shall pay fees to the accounting auditor of an amount determinedby the board of directors up to an amount equivalent to twenty million (20,000,000) Japanese
yen per fiscal period subject to audit, by transfer into the account specified by the accounting
auditor, no later than three months after receipt of all audit report documents required
pursuant to the Investment Trust Act and other laws and regulations.
Article 32
Expenses
32.1
The Investment Corporation shall bear all taxes and public charges in connection
with the Managed Assets, expenses incurred by the general administrator, asset
manager and custodian in handling the business operations and administrative
services entrusted by the Investment Corporation, and interest and default charges
with respect to advances paid by the general administrator, asset manager andcustodian.
32.2
In addition to Article 32.1, the Investment Corporation shall bear the following
expenses:(1)
expenses in connection with the issuance of investment units or investment
equity subscription rights and listing;(2)
expenses pertaining to the preparation, printing, and submission of the
securities registration statement, the securities report, extraordinary reports
and other statutory disclosure documents (including amendments to thosestatements and reports);(3)
expenses pertaining to the preparation, printing, and delivery of theprospectus and the preliminary prospectus (including amendments thereto);(4)expenses pertaining to the preparation, printing, and delivery of the financial
statements, asset management reports, and other documents provided for bylaws and ordinances (including the additional expenses required if those
documents are to be submitted to the regulatory authorities);(5)
expenses pertaining to public notices of the Investment Corporation andadvertising;(6)
remuneration and expenses pertaining to experts (including remunerationand expenses pertaining to legal advisors, tax advisers, judicial scriveners,
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(7)

(8)
(9)

(10)
(11)
(12)

and other experts engaged by the Investment Corporation, and expenses inconnection with the appraisal, inspection of assets);
expenses pertaining to holding general meetings of unitholders and theboard of directors, expenses pertaining to public notice of such meetings,
and expenses pertaining to the preparation, printing, and delivery of
documents to be sent to unitholders;
actual costs, insurance premiums, advances, and other expenses pertaining
to executive directors and supervisory directors;
expenses pertaining to the acquisition, management, operation, disposal andothers of Managed Assets (including brokerage fees, management
commission fees, damage insurance premiums, maintenance and repair
costs, utilities expenses, etc.);
interest pertaining to borrowings and investment corporation bonds;
expenses required for the operation of the Investment Corporation; andany other expenses similar to any of preceding items that are to be borne by
the Investment Corporation.

Article 33
Consumption Tax and Local Consumption Tax
The Investment Corporation shall bear consumption tax and local consumption tax (the“Consumption Tax, etc.”) imposed on the management of the Managed Assets and otherexpenses and money payable by the Investment Corporation considered to be taxable items
under the Consumption Tax Act (Act No. 108 of 1988, as amended) (the “Taxable Items”)
and pay an amount equivalent to the Consumption Tax, etc. in addition to the amount of theTaxable Items.
Unless otherwise provided herein, any amount in these Articles of Incorporation shall be theamount exclusive of Consumption Tax, etc.
Section IX

General Meeting of Unitholders

Article 34
Convocation and Holding of a General Meeting of Unitholders
34.1
A general meeting of unitholders of the Investment Corporation shall be held at least
once every two (2) years in principle.
34.2
Unless otherwise provided for in the applicable laws or ordinances, general meetingsof unitholders shall be convened by an executive director, and general meetings ofunitholders shall be convened by the executive director if there is only one executive
director, and by one of the executive directors in accordance with the sequence
predetermined by the board of directors if there are two or more executive directors.
34.3
A general meeting of unitholders shall be convened on February 5, 2018 (or without
delay thereafter), and subsequently be convened on February 5 of every second
subsequent year (or without delay thereafter). Additional general meetings ofunitholders may be held when necessary.
34.4
In order to convene a general meeting of unitholders, a public notice of the date ofsuch meeting shall be provided no later than two (2) months prior to such date, andnotice thereof in writing or notice thereof by electronic or magnetic means asprovided for in the applicable laws or ordinances shall be provided to the unitholders
no later than two (2) weeks prior to that date; provided, however, that said public
notice shall not be required with respect to a general meeting of unitholders that is tobe convened within less than twenty-five (25) months from the date of theimmediately preceding general meeting of unitholders held pursuant to the first
sentence of Article 34.3.
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34.5
34.6

When convening a general meeting of unitholders, the Investment Corporation shalltake electronic delivery measures to provide the contents of general meeting ofunitholders reference documents, etc.
Of the items to be provided by electronic delivery measures prescribed in the Cabinet
Office Order, the Investment Corporation may omit all or any of these items fromdocuments to be delivered to unitholders that have requested the delivery of hardcopies on or before the record date for entitlement to voting rights.

Article 35
Chairperson of a General Meeting of Unitholders
The executive director shall preside over the general meeting of unitholders if there is only
one executive director, and one of the executive directors shall preside over the general
meeting of unitholders in accordance with the sequence predetermined by the board of
directors if there are two or more executive directors. If all of the positions of executive
directors become vacant or all of the executive directors are unable to so act, one of thesupervisory directors shall preside over the general meeting of unitholders in accordance withthe sequence predetermined by the board of directors.
Article 36
Record Date
36.1
If the Investment Corporation holds a general meeting of unitholders within threemonths after the Closing Date of the immediately preceding fiscal period, theunitholders registered or recorded in the final unitholders’ register as of that
immediately preceding Closing Date shall be the unitholders entitled to exercise theirvoting rights at the general meeting of unitholders.
36.2
Notwithstanding the provision of Article 36.1, the Investment Corporation may, upon
issuing advance public notice thereof by a resolution of the board of directors, treat
the unitholders or registered investment unit pledgees registered or recorded in theunitholders’ register as of a certain date as the unitholders or registered investment
unit pledgees entitled to exercise their rights.
Article 37
Exercise of Voting Rights by Proxy
37.1
A unitholder may exercise voting rights by a proxy, who must be a unitholder of theInvestment Corporation with voting rights.
37.2
In the case of Article 37.1, the relevant unitholder or proxy shall, in advance of eachgeneral meeting of unitholders, submit to the Investment Corporation a document
certifying the authority of the proxy.
Article 38
Exercise of Voting Rights in Writing
38.1
Exercise of voting rights in writing shall be conducted by the unitholder filling in adocument for the exercise of voting rights (the “Voting Form”) with the necessary
matters and submitting the completed Voting Form to the Investment Corporation by
the time provided for by laws and ordinances.
38.2
The number of voting rights exercised in writing shall be included in the number ofvoting rights of unitholders present.
Article 39
Exercise of Voting Rights by Electromagnetic Means
39.1
The Investment Corporation may stipulate that unitholders not present at a general
meeting of unitholders may exercise voting rights by electromagnetic means with aresolution of the board of directors.
39.2
Exercise of voting rights by electromagnetic means shall be conducted by theunitholder providing the Investment Corporation by the electromagnetic means with
14

39.3

the information that is required to be stated in the Voting Form by the time provided
for by laws or ordinances, with the consent of the Investment Corporation, in
accordance with the provisions of laws and ordinances.
The number of voting rights exercised by electromagnetic means shall be included in
the number of voting rights of unitholders present.

Article 40
Method of Resolution by the General Meeting of Unitholders
Unless otherwise provided for in applicable laws, ordinances, or these Articles ofIncorporation, the resolutions of the general meeting of unitholders shall be adopted by amajority of the voting rights represented by the unitholders present at the meeting.
Article 41
Deemed Approval
41.1
If a unitholder is not present at a general meeting of unitholders and does not
exercise its voting rights, the unitholder will be deemed to have approved the
proposals submitted to the general meeting of unitholders (excluding, if multiple
proposals are submitted and such proposals conflict with each other, any of suchproposals).
41.2
The number of voting rights represented by the unitholders who are deemed to haveapproved the proposals under Article 41.1 shall be included in the number of voting
rights represented by the unitholders present.
41.3
The provisions of Articles 41.1 and 41.2 shall not apply to any of the following
proposals if (i) unitholders continuing to hold at least one-hundredth of the total
number of outstanding investment units for six months or more give notice to theInvestment Corporation (or, if a convener is not an executive director or supervisory
director, both the Investment Corporation and the convener) stating that they object
to such proposal within two weeks of the earlier of the date on which the Investment
Corporation announces on its website that such proposal is to be submitted to thegeneral meeting of unitholders, or the date on which the convener makes suchannouncement by a similar method, or (ii) the Investment Corporation indicates in a
notice of convocation, or announces on its website, that it objects to such proposal:(1)
appointment or dismissal of an executive director or supervisory director;(2)
execution or cancellation of the asset management agreement with the asset
manager;(3)
dissolution;(4)
consolidation of investment units; or(5)exemption of executive directors, supervisory directors, or accounting
auditor from liability.
41.4
The provisions of Articles 41.1 and 41.2 shall not apply to a proposal for amendment
to these Articles of Incorporation to change this Article.
Article 42
Minutes of the General Meeting of Unitholders
42.1
Regarding the proceedings of the general meeting of unitholders, a summary of thecourse of proceedings and the results of the general meeting of unitholders, and othermatters provided for by laws and ordinances are to be registered or recorded in theminutes.
42.2
The executive directors of the Investment Corporation shall keep the minutes
provided for in Article 42.1 at the Investment Corporation’s head office for 10 (ten)years.

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Section X

Directors and the Board of Directors

Article 43
Number of Directors
The Investment Corporation shall have at least one executive director and at least two
supervisory directors (provided that the number of supervisory directors shall be at least one
more than that of the executive directors).
Article 44
Election of Directors
Executive directors and supervisory directors (the “Directors”) shall be elected by aresolution of the general meeting of unitholders.
Article 45
Term of Office of Directors
45.1
The term of office of directors shall be 2 (two) years; provided, however, (i) that thisshall not preclude the extension or shortening of the term of office, to the extent
prescribed by laws and ordinances, by a resolution of the general meeting ofunitholders, and (ii) that the term of office of directors appointed to fill a vacancy or
increase the number of directors shall be the same as the remaining term of theirpredecessors or the directors in office.
45.2
The effective period of a resolution regarding the appointment of a director who isappointed to fill a vacancy shall be until the expiration of the term of office of thedirectors, as prescribed at the general meeting of unitholders in which the director
was appointed (or, if directors were not appointed at such general meeting ofunitholders, the most recent general meeting of unitholders at which directors wereappointed); provided, however, that such period may be shortened by a resolution of
the general meeting of unitholders.
Article 46
Convener and Chairperson of the Board of Directors
46.1
Executive directors and supervisory directors shall compose the board of directors.
46.2
Unless otherwise provided for under laws or ordinances, the executive director shallconvene and preside over the meetings of the board of directors if there is only one
executive director, and if there are two or more executive directors, one of theexecutive directors shall convene and preside over the meetings of the board of
directors in accordance with the sequence predetermined by the board of directors.
46.3
A notice of convocation of a meeting of the board of directors must be dispatched to
all Directors no later than three days before the date of the meeting of the board of
directors. However, the convocation period may be shortened or convocation
procedures may be omitted with the consent of all Directors.
Article 47
Method of Resolution by the Board of Directors
Unless otherwise provided for in applicable laws, ordinances, or these Articles ofIncorporation, a resolution of the board of directors shall be adopted by a majority vote of thedirectors present at a meeting where a majority of all directors who are entitled to exercise
vote are present.
Article 48
Regulations of the Board of Directors
Unless otherwise provided for in laws, ordinances, or these Articles of Incorporation, mattersrelating to the board of directors shall be subject to the regulations of the board of directors
established by the board of directors.

16Article 49
Exemption of Directors from Liability for Damages
The Investment Corporation may, under Article 115-6(7) of the Investment Trust Act, to theextent provided for by laws and ordinances, exempt a director from the liability for damages
provided for in Article 115-6(1) of the Investment Trust Act by a resolution of the board of
directors if the director was acting in good faith without gross negligence in performing his or
her duties and if it is considered particularly necessary to do so in light of the details of thefacts that caused the liability, the performance of duties by the director, and othercircumstances.
Article 50
Minutes of the Board of Directors
50.1
Regarding the proceedings of the meeting of the board of directors, a summary of thecourse of proceedings and the results of meetings of the board of directors, and othermatters provided for by laws and ordinances are to be registered or recorded in theminutes, and directors that attend the meeting shall affix their signatures or theirnames and seals, or their electronic signatures.
50.2
Executive directors of the Investment Corporation shall keep the minutes provided
for in Article 50.1 at the Investment Corporation’s head office for ten (10) years.
Section XI

Accounting Auditor

Article 51
Appointment of Accounting Auditor
The accounting auditor shall be appointed by a resolution of the general meeting ofunitholders.
Article 52
Term of Appointment of Accounting Auditor
52.1
The term of appointment of the accounting auditor shall be until the conclusion of thefirst general meeting of unitholders held after the end of the first fiscal period
following the passage of one year from the appointment.
52.2
Unless it is otherwise resolved at the general meeting of unitholders referred to in
Article 52.2, the accounting auditor shall, at such general meeting of unitholders, bedeemed to have been reappointed.
Article 53

Exemption of Accounting Auditor from Liability to the Investment
Corporation for Damages
The Investment Corporation may, under Article 115-6(7) of the Investment Trust Act, to theextent provided for by laws and ordinances, exempt the accounting auditor from the liability
for damages provided for in Article 115-6(1) of the Investment Trust Act by a resolution of theboard of directors if the accounting auditor was acting in good faith without gross negligencein performing his or her duties and if it is considered particularly necessary to do so in light ofthe details of the facts that caused the liability, the performance of duties by the accounting
auditor, and other circumstances.
Section XII

Entrustment of Operations and Administrative Services

Article 54
Entrustment of Operations and Administrative Services
54.1
The Investment Corporation shall, pursuant to Article 198 and Article 208 of theInvestment Trust Act, entrust the operations for the management of assets to the asset
manager and the operations for the custody thereof to the custodian.
54.2
The Investment Corporation shall entrust any administrative services in connection
with operations other than those relating to the management and custody of its assets
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54.3

that are provided for in Article 117 of the Investment Trust Act to a third party.
The Investment Corporation shall, as necessary, entrust to the general administrator
appointed by the board of directors administrative services related to (a) thesolicitation of subscribers for investment units and investment corporation bonds
issued by the Investment Corporation and the allotment of investment equity
subscription rights without contribution, (b) the investment equity subscription rights
register and investment corporation bonds register, including the preparation andmaintenance of those registers, (c) the issuance of investment units and investment
corporation bonds, (d) holders of investment equity subscription rights and creditorsof the investment corporation (meaning the affairs provided for by Article 169.2 (iv),
Article 169.2 (v) and Article 169.2 (v)-2 of Investment Trust Act Enforcement
Ordinance), and (e) the acquisition of investment units of the Investment
Corporation.
Section XIII

Supplementary Provision

Article 55
Application of Provisions of Elecronic Delivery Measures, etc.
55.1
The amendments to Articles 34.5 and 34.6 shall not apply to the general meetings ofunitholders to be held within six months from September 1, 2022.
55.2
The provisions of this Article shall be deleted on the day six months have elapsed
from September 1, 2022.
End of document.
Attachment

Asset Management Fees Payable to Asset Manager

Enacted:Amended:Amended:Amended:Amended:Amended:March 28, 2016
June 30, 2016
February 27, 2018
February 25, 2020
February 25, 2022
February 27, 2023

18

Asset Management Fees Payable to Asset Manager

Attachment

The calculation method and payment period of the asset management fees to be paid to theasset manager are set out below. The Investment Corporation is to transfer an amount equal
to these fees plus the applicable consumption tax and local consumption tax into the accountspecified by the asset manager.
1. Method of calculating the asset management fees
The asset management fees to be paid to the asset manager consist of Asset Management Fees
I and II, acquisition fees, disposition fees, and merger fees.
(1)

(2)

Asset Management Fee I“Asset Management Fee I” for each fiscal period of the Investment Corporationis the product (prorated according to the number of calendar days in that fiscal
period on the basis of a 365-day year; any remainder less than one yen to berounded down) of the total assets as recorded on the balance sheet (only if
approved by the board of directors of the Investment Corporation pursuant to theInvestment Trust Act; the same hereinafter) of the Investment Corporation as at
the Closing Date of the fiscal period immediately preceding that fiscal period (the“Immediately Preceding Fiscal Period”) plus the total of the acquisition price(s)(less consumption tax, local consumption tax and expenses related to acquisition;
the same hereinafter) of any assets acquired during that fiscal period prorated
according to the number of calendar days between the date of acquisition of each
asset and the Closing Date of that fiscal period compared to the total number ofcalendar days in that fiscal period (any remainder less than one yen to be roundeddown), minus the book value as at the time of disposition of any assets sold duringthat fiscal period prorated according to the number of calendar days between thedate of disposition and the Closing Date of that fiscal period compared to the total
number of calendar days in that fiscal period (any remainder less than one yen to
be rounded down), and a fee rate no greater than 1.0% separately agreed upon
between the Investment Corporation and the asset manager (“Asset Management
Fee Rate I”).
However, Asset Management Fee I for the fiscal period in which the managementof the Investment Corporation’s assets is first commenced (the “Initial Fiscal
Period”) is the product (prorated according to the number of calendar days in theInitial Fiscal Period on the basis of a 365-day year; any remainder less than one
yen to be rounded down) of the acquisition price(s) of any assets acquired during
the Initial Fiscal Period prorated according to the number of calendar days
between the date of acquisition of each asset and the Closing Date of the Initial
Fiscal Period compared to the total number of calendar days in the Initial Fiscal
Period (any remainder less than one yen to be rounded down) and AssetManagement Fee Rate I.
Asset Management Fee II“Asset Management Fee II” is an incentive based on the increase or decrease in
the Investment Corporation’s distributions per investment unit for each fiscal
period compared to the Immediately Preceding Fiscal Period, calculated as the
product (any remainder less than one yen to be rounded down) of AssetManagement Fee II for the Immediately Preceding Fiscal Period and the ratio of
the amount obtained by dividing the Distributable Amount before deduction of
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(3)

(4)

(5)

Asset Management Fee II for that fiscal period (including any distribution inexcess of profit approved by the board of directors of the Investment Corporation;
calculated by a method separately agreed upon between the Investment
Corporation and the asset manager) by the total number of outstanding investment
units as at the Closing Date of that fiscal period (if the Investment Corporation
holds any of its own investment units that have not been disposed of or retired by
the Closing Date of that fiscal period, meaning the total number of outstanding
investment units as at the Closing Date of that fiscal period less any suchinvestment units held) to an amount calculated in the same way for the
Immediately Preceding Fiscal Period, multiplied by a multiplier separately agreed
upon between the Investment Corporation and the asset manager (the “Revised
Asset Management Fee II Multiplier”).
However, Asset Management Fee II for the Investment Corporation’s Initial Fiscal
Period shall be an amount agreed upon between the Investment Corporation andthe asset manager, taking into account the ratio of the total of Asset Management
Fees I and II to the total asset balance, and Asset Management Fee II for theimmediately following fiscal period will be calculated using the product (anyremainder less than one yen to be rounded down) of the amount per day obtainedby dividing Asset Management Fee II for the Initial Fiscal Period over to thenumber of calendar days between the acquisition date of real estate, etc., and the
Closing Date of the Initial Fiscal Period, and the number of calendar days in theimmediately following fiscal period.
Method of calculation:
Asset Management Fee II for each fiscal period = Asset Management Fee II for
the Immediately Preceding Fiscal Period × (Distributable Amount per investment
unit before deduction of Asset Management Fee II for that fiscal period ÷
Distributable Amount per investment unit before deduction of Asset Management
Fee II for the Immediately Preceding Fiscal Period) × the Revised AssetManagement Fee II Multiplier.
Acquisition fees
When the Investment Corporation acquires an asset (excluding the case where theInvestment Corporation succeeds an asset through the Merger provided for in Item(5) of this paragraph), the acquisition fee is to be the product of the acquisition
price of that asset and a fee rate no greater than 1.0% (0.5% in the case of an
acquisition from an interested party, etc., as defined in the asset manager’s
regulations on transactions with interested parties, etc.) separately agreed upon
between the Investment Corporation and the asset manager (however, if theacquisition fee calculated for a given asset would be less than five million(5,000,000) million Japanese yen, the acquisition fee for that asset shall be fivemillion (5,000,000) million Japanese yen).
Disposition fees
When the Investment Corporation sells an asset (excluding the case where an
asset is succeeded through the Merger provided for in Item (5) of this paragraph),the disposition fee is to be the product of the disposition price (less consumption
tax, local consumption tax and expenses related to the disposition) and a fee rate
no greater than 1.0% (0.5% in the case of disposition to an interested party, etc., asdefined in the asset manager’s regulations on transactions with interested parties,etc.) separately agreed upon between the Investment Corporation and the asset
manager.
Merger fees
20

(6)

2.

In the case of a consolidation-type merger or absorption-type merger between theInvestment Corporation and another investment corporation (including the casewhere the Investment Corporation becomes a surviving corporation in anabsorption-type merger, and becomes an absorbed corporation in anabsorption-type merger) (collectively, the “Merger”), provided that the asset
manager performs an examination and evaluation of the assets held by such otherinvestment corporation, and other services related to the Merger, and the Merger
takes effect, (i) if the Investment Corporation carries out an absorption-typemerger or consolidation-type merger with such other investment corporation
where such other investment corporation becomes an absorbed corporation in anabsorption-type merger, the merger fee is to be the product of the appraised value,at the time of such Merger taking effect, of the assets such as the Real Estate
Related Assets and Real Estate Related Loans (collectively meaning monetaryclaims such as loan claims to specified purpose companies (as provided for in the
Asset Securitization Act), special purpose companies, and other companies of asimilar form whose purpose is to make investment in Real Estate) (the “RealEstate Related Monetary Claims”), bond certificates issued by limited liability
companies whose purpose is to make investment in the Real Estate Related
Monetary Claims, and beneficial interests of trusts whose main trust assets are theReal Estate Related Monetary Claims; the same applies hereinafter) held by suchother investment corporation that the Investment Corporation or a corporation
incorporated in such consolidation-type merger succeeds, and a fee rate no greaterthan 1.0% separately agreed upon between the Investment Corporation and theasset manager, and (ii) if the Investment Corporation carries out anabsorption-type merger with such other investment corporation where such otherinvestment corporation becomes a surviving corporation in an absorption-typemerger, the merger fee is to be the product of the appraised value, at the time ofsuch Merger taking effect, of the assets such as the Real Estate Related Assets andreal estate related loans held by such other investment corporation that such otherinvestment corporation continues to hold through such Merger, and a fee rate no
greater than 1.0% separately agreed upon between the Investment Corporationand the asset manager.
Remarks
When agreeing on Asset Management Fee I and the amount of Asset Management
Fee II for the Initial Fiscal Period, the Investment Corporation and the asset
manager shall ensure that the currently expected total of Asset Management Fees I
and II as does not exceed approximately 1% of the total assets currently expected
to be recorded on the balance sheet for the relevant fiscal period.

Timing of payment of asset management fees
(1)
Asset Management Fee I
Asset Management Fee I is to be paid in installments on the following dates.
(i)
Three months after the Closing Date of the Immediately Preceding Fiscal
Period (or on the last day of September 2016 for the Initial Fiscal Period):
Payment of the product (prorated according to the number of calendar daysin the three month period beginning on the Closing Date of the
Immediately Preceding Fiscal Period (the “Interim Calculation Period”)
on the basis of a 365-day year; any remainder less than one yen to berounded down) of the total asset value as recorded on the balance sheet asat the Closing Date of the Immediately Preceding Fiscal Period (to be
21

(2)
(3)

(4)

(5)

treated as 0 for the Initial Fiscal Period) plus the acquisition price(s) of any
assets acquired during the Interim Calculation Period (in the case of theInitial Fiscal Period, meaning the period from the commencement of asset
management through the last day of September 2016) prorated according
to the number of calendar days from the acquisition date of each asset
through the end of the Interim Calculation Period compared to the total
number of calendar days in the Interim Calculation Period (any fraction
less than one yen to be rounded down), minus the book value at the time ofdisposition of any assets sold during the Interim Calculation Period
prorated according to the number of calendar days between the date ofdisposition of each asset and the end of the Interim Calculation Period
compared to the total number of calendar days in the Interim Calculation
Period (any fraction less than one yen to be rounded down), and AssetManagement Fee Rate I (that product, the “Interim Payment”).
(ii) One month after the Closing Date of the relevant fiscal period (December
31, 2016 for the Initial Fiscal Period):
Payment of Asset Management Fee I for the relevant fiscal period, less theamount of any Interim Payment already paid.
Asset Management Fee II
To be paid within three months after the Closing Date of the relevant fiscal period.
Acquisition fees
To be paid by the end of the month after the month in which the relevant asset is
acquired (the date of acquisition is to be the date when the assignment ofownership rights takes effect).
Disposition fees
To be paid by the end of the month after the month in which the relevant asset issold (the date of disposition is to be the date when the assignment of ownershiprights takes effect).
Merger fees
To be paid within three months of the end of the month in which the Merger
effective date belongs.
End of document.

22