Convocation Notice for the General Unitholders Meeting (20241126 shoshu EN)

(The amended portions are underlined.)

Existing Articles of Incorporation

Proposed Amendment

Chapter II

Chapter II

Investment Units

Investment Units

Article 6

Total Number of

Article 6

Total Number of

Investment Units Authorized to be Issued

Investment Units Authorized to be Issued

1.

The total number of investment units of the

1.

The total number of investment units of the

Investment Corporation authorized to be

Investment Corporation authorized to be

issued is 10million units.

issued is 20million units.

(Omitted below.)

(No Change below.)

Chapter IV

Chapter IV

Calculation

Calculation

Article 17 Policy on the Distribution of

Article 17 Policy on the Distribution of

Funds

Funds

The Investment Corporation shall make

The Investment Corporation shall make

distributions of funds to unitholders or to

distributions of funds to unitholders or to

recorded pledgees of investment units

recorded pledgees of investment units

registered or recorded in the last registry of

registered or recorded in the last registry of

unitholders on each Closing Date in accordance

unitholders on each Closing Date in accordance

with the policy set forth below:

with the policy set forth below:

(1)

(Omitted)

(1)

(No Change)

(2)

The amount of distributions shall, in

(2)

The amount of distributions shall, in

principle, be an amount determined by the

principle, be an amount determined by the

Investment Corporation (but shall not, in

Investment Corporation (but shall not, in

any case, be greater than the Distributable

any case, be greater than the Distributable

Amount), which shall exceed 90% of the

Amount), which shall exceed 90% of the

distributable profit (hereinafter referred to

distributable profit (hereinafter referred to

as the "Distributable Profit") (however, if

as the "Distributable Profit") (however, if

there is a change in the method of

there is a change in the method of

calculation due to amendments to laws and

calculation due to amendments to laws and

regulations, then the amount as calculated

regulations, then the amount as calculated

after such change), as defined in Article

after such change), as defined in Article

67-15 of the Special Taxation Measures

67-15,Paragraph 1of the Special Taxation

Act; provided, however, that if any tax

Measures Act; provided, however, that if

losses arise or if no profits have been

any tax losses arise or if no profits have

recorded for tax purposes due to tax losses

been recorded for tax purposes due to tax

carried forward, the foregoing shall not

losses carried forward, the foregoing shall

apply and the amount of distribution shall

not apply and the amount of distribution

be an amount reasonably determined by the

shall be an amount reasonably determined

Investment Corporation.

by the Investment Corporation.

Furthermore, the Investment Corporation

Furthermore, the Investment Corporation

may set aside funds for long-term repair

may set aside funds for long-term repair

reserves, reserves for payment, reserves for

reserves, reserves for payment, reserves for

distribution and similar reserves and

distribution and similar reserves and

provisions, which are necessary to

provisions, which are necessary to

maintain or increase the value of its assets.

maintain or increase the value of its assets.

(Omitted below. )

(No Change below. )

Existing Articles of Incorporation

Proposed Amendment

Chapter V

Chapter V

General Unitholders Meeting

General Unitholders Meeting

Article 27 General Unitholders Meeting

Article 27 General Unitholders Meeting

Minutes

Minutes

Regarding the proceedings of a general

Regarding the proceedings of a general

unitholders meeting, minutes shall be prepared

unitholders meeting, minutes shall be prepared

that set forth an overview of the course of the

that set forth or record an overview of the

proceedings, the results thereof, and any other

course of the proceedings, the results thereof,

matters prescribed by laws and regulations.

and any other matters prescribed by laws and

The minutes prepared shall be maintained at the

regulations.

The minutes prepared shall be

head office of the Investment Corporation for

maintained at the head office of the Investment

ten years.

Corporation for ten years.

Chapter VI

Chapter VI

Executive Directors, Supervisory Directors

Executive Directors, Supervisory Directors

and Board of Directors

and Board of Directors

Article 35 Board of Directors' Meeting

Article 35

Board of Directors' Meeting

Minutes

Minutes

Regarding the proceedings of the board of

Regarding the proceedings of the board of

directors, the chairperson shall prepare the

directors, the chairperson shall prepare the

minutes that set forth an overview of the

minutes that set forth or recordan overview

course of the proceedings and the results

of the course of the proceedings and the

thereof and any other matters prescribed by

results thereof and any other matters

laws and regulations, and the Directors

prescribed by laws and regulations, and the

present at such meeting shall sign their

Directors present at such meeting shall sign

names oraffix their names and seals thereon.

their names,affix their names and seals, or

The minutes prepared shall be maintained at

electronically signthereon. The minutes

the head office of the Investment Corporation

prepared shall be maintained at the head

for ten years.

office of the Investment Corporation for ten

years.

Existing Articles of Incorporation

Proposed Amendment

Chapter VIII

Chapter VIII

Asset Manager, Asset Custodian and

Asset Manager, Asset Custodian and

Administrative Agent

Administrative Agent

Article 41 Standards for Amount and

Article 41 Standards for Amount and

Payment of Asset Management

Payment of Asset Management

Fees to Asset Manager

Fees to Asset Manager

The standards for the amounts of the asset

The standards for the amounts of the asset

management fees to be paid to the Asset

management fees to be paid to the Asset

Manager shall consist of a management fee,

Manager shall consist of a management fee,

acquisition fee and disposition fee and the

acquisition fee,disposition fee, and merger

amounts or calculation methods thereof and

fee,and the amounts or calculation methods

time of payment of such fees shall be

thereof and time of payment of such fees

specifically stated below:

shall be specifically stated below:

Asset Management Fee:

Asset Management Fee:

The Investment Corporation shall pay the

The Investment Corporation shall pay the

amounts in (1) and the sum of the amounts in

amounts in (1) and the sum of the amounts in

(2) below every half accounting period within

(2) below every half accounting period within

six months after the last day of each of the

six months after the last day of each of the

relevant half accounting periods.

relevant half accounting periods.

(1) With respect to the period in and after

(1) With respect to the period in and after

January 2024to December 2024, as the

January 2025to December 2025, as the

fees for every half accounting period

fees for every half accounting period

(three months), an amount not exceeding

(three months), an amount not exceeding

the lower of either (A) the amount

the lower of either (A) the amount

calculated by multiplying the total amount

calculated by multiplying the total amount

of the relevant assets recorded as of the

of the relevant assets recorded as of the

end of the relevant half accounting period

end of the relevant half accounting period

by 0.4%, and then dividing by 4

by 0.4%, and then dividing by 4

(disregarding any amounts less than one

(disregarding any amounts less than one

yen) or (B) 225,000,000 yen: and

yen) or (B) 275,000,000 yen: and

(2) With respect to the period in and after

(2) With respect to the period in and after

January 2025, as the monthly fees, the

January 2026, as the monthly fees, the

higher of either (A) the amount calculated

higher of either (A) the amount calculated

by multiplying the total amount of the

by multiplying the total amount of the

relevant assets recorded as of the end of

relevant assets recorded as of the end of

each relevant month by 0.4%, and then

each relevant month by 0.4%, and then

dividing by 12 (disregarding any amounts

dividing by 12 (disregarding any amounts

less than one yen) or (B) 25,000,000 yen.

less than one yen) or (B) 25,000,000 yen.

Existing Articles of Incorporation

Proposed Amendment

Acquisition Fee:

Acquisition Fee:

If the Investment Corporation acquires any

If the Investment Corporation acquires any

Real Estate, etc., and other assets, including

Real Estate, etc. or Real Estate-Backed

trust beneficiary interests, which are backed

Securities,which are targeted for asset

by any Real Estate, etc.,which are targeted

investment, the Investment Corporation shall

for asset investment, the Investment

pay an amount not exceeding 0.5% of the

Corporation shall pay an amount not

amount contributed by the Investment

exceeding 0.5% of the amount contributed by

Corporation among the purchase price thereof

the Investment Corporation among the

(excluding an amount equivalent to the

purchase price thereof (excluding an amount

consumption tax thereon relevant to the

equivalent to the consumption tax thereon

building) within three months from the end of

relevant to the building) within three months

the month in which the date of acquisition of

from the end of the month in which the date

such assets falls.

of acquisition of such assets falls.

Existing Articles of Incorporation

Proposed Amendment

Disposition Fee:

Disposition Fee:

If the Investment Corporation disposes of any

If the Investment Corporation disposes of any

Real Estate, etc., and other assets, including

Specified Assets defined in Article 11,

trust beneficiary interests, which are backed

Paragraph 1 (meaning theReal Estate, etc.

by anyReal Estate, etc.,which are targeted

and theReal Estate-Backed Securities), or

for asset investment, the Investment

any Specified Assets defined in Paragraphs 2

Corporation shall pay an amount not

or any assets defined in Paragraph 3 of the

exceeding 0.5% of the amount received by

same Article invested accompanying or in

the Investment Corporation among

conjunction with the Specified Assets defined

disposition price thereof (excluding an

in Article 11, Paragraph 1which are targeted

amount equivalent to the consumption tax

for asset investment (hereinafter referred to

thereon relevant to the building) within three

as "Disposed Assets") (including but not

months fromthe end of the month in which

limited to when any assets underlying these

the date of disposition of such assets falls.

assets are disposed of),the Investment

Corporation shall pay an amount not

exceeding 0.5% of the disposition price

thereof (excluding an amount equivalent to

the consumption tax thereon relevant to the

building; hereinafter the same shall apply.

For the avoidance of any doubt, in the event

that the assets underling these assets are

disposed of, the disposition price means the

principal amount of the investment and the

profits, etc. thereof (meaning dividends and

other distributions other than the principal

amount of the investment, which does not

include any amounts reasonably calculated to

have been collected by the Investment

Corporation irrespective of whether or not

such disposition of assets is made; hereinafter

the same shall apply) collected by the

Investment Corporation (hereinafter referred

to as the "Amount Received by the

Investment Corporation")). This amount shall

be paidwithin three months afterthe end of

the month in which the date of disposition of

such assets falls (provided however that in

the event that the assets underlying these

assets are disposed of, within three months

after the end of the month in which the date

when the Amount Received by the

Investment Corporation is received by the

Investment Corporation falls). For the

avoidance of any doubt, if the Investment

Corporation does not gain any profit from the

subject disposition, no disposition fee shall

be generated therefrom.

Existing Articles of Incorporation

Proposed Amendment

(New)

Merger Fee:

If the Investment Corporation is merged with

another investment corporation (including by

way of either incorporation-type mergers

(sinsetsu-gappei) or absorption-type mergers

(kyushu-gappei) in which the Investment

Corporation becomes either the surviving

corporation or the absorbed corporation after

the merger; hereinafter the same shall apply),

where the Asset Manager conducts services

in respect of such merger such as

investigating and evaluating the assets held

by such other investment corporation and

other matters and thereafter the merger

becomes effective, the Investment

Corporation shall pay an amount not

exceeding 0.5% of the appraised value (at the

time of the merger) of the Real Estate, etc.

and the Real Estate-Backed Securities held

by such other investment corporation at the

time of the merger (disregarding any amounts

less than one yen). This amount shall be paid

within three months after the effective date of

such merger.

Supplementary Provision

Supplementary Provision

The amendment concerning the asset

The amendment concerning the asset

management fee prescribed in Article 41 shall

management fee prescribed in Article 41 shall

come into effect as of January 1, 2024.

come into effect as of January 1, 2025.