Restriction on Investment under the Articles of Incorporation
The investment restrictions under the Investment Corporation’s Articles of Incorporation are as follows:
- The Investment Corporation will make investments in the real estate set out in “Investment, Types of Investment Assets, (i) Specified Assets of Main Investments ” above, only if the Asset Manager which is entrusted with the management of the Investment Corporation’s assets includes real estate within a type of asset for management in the documents describing the method of business regarding its investment management service (Article 15 of the Articles of Incorporation). The applicable documents of the Asset Manager include statements to that effect.
- Restriction Regarding Borrowing
- The Investment Corporation may borrow money from the qualified institutional investors stipulated in Article 2, Paragraph 3, Item 1 of the Financial Instruments and Exchange Law (limited to institutional investors (as set forth in Article 67-15, Paragraph 1, Item 1 (B) (2)of the Special Taxation Measures Law)) and issue Bonds (including short-term bonds; hereinafter the same) in accordance with “Investment Policy, Basic Policy ” above. The Investment Corporation will, upon the issue of the Bonds, delegate the business of solicitation of any person to subscribe for the Bonds, preparation and keeping of register of the Bonds and other administration service for original register of the Bonds (except when such Bond is a short-term bond and no register of Bonds is prepared), administration service regarding any issuance, payment of interest or redemption to the bondholders, claims for exercise of rights of the bondholders and acceptance of other offers from the bondholders and any other administration services to any party pursuant to laws and ordinances (Article 21 of the Articles of Incorporation).
- The borrowings and the Bonds will be used for acquisition of assets, repairs, return of security deposits and guarantees, payment of distributions or the Investment Corporation’s expenses, or repayment of obligation (including performance of obligations for borrowing money and the Bonds) (Article 22 of the Articles of Incorporation).
- The maximum amount of the borrowing and the issue of the Bonds (including short-term bonds) will be 1,000 billion yen respectively and the total amount of the borrowing and the issue must not exceed 1,000 billion yen (Article 23 of the Articles of Incorporation).
- Upon borrowing money and issue of the Bonds, the Investment Corporation may place the assets under management as security (Article 24 of the Articles of Incorporation).
Other Restrictions on Investment
- Subscription and Credit Transaction of Securities
The Investment Corporation will not subscribe for or enter into credit transactions for any securities. - Intensive Investment
Although intensive investment is not restricted, the Investment Corporation will make geographical diversified investment to mitigate cash flow risk caused by local economic risk, earthquake risk, or any other risk for the selection of the investment target Real Estate. The main investment target cities are the three large metropolitan areas of Tokyo, Nagoya, and Osaka, but the Investment Corporation will make diversified investments in other major cities including Japanese government-designated cities. - Investment in Other Funds
The investment in other funds (beneficial certificates and investment securities of investment trusts) will primarily be limited to funds backed by the following in. 3. I. through III. below (Article 12-1, Paragraph 7 and Paragraph 8 of the Articles of Incorporation).- Real Estate, rights of lease of Real Estate, or surface rights;
- money (only for the purpose of managing the trust assets to invest mainly in Real Estate, surface rights or rights of lease of Real Estate), Real Estate, surface rights, or beneficial interests of trusts of rights of lease of Real Estate (including if beneficiary certificates are issued); and
- Real Estate SP Contribution Interests.
