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To All Unitholders

Unitholders' Rights

1. Voting rights at unitholders' meetings

  1. A unitholder of INV has the right to cast a number of votes at unitholders’ meetings that is proportionate to the number of investment units held by the unitholder (Article 77, Paragraph 2, Item 3 and Article 94, Paragraph 1 of the Investment Trust Law; main clause of Article 308, Paragraph 1 of the Companies Act). The following matters shall be subject to the resolution of unitholders’ meetings:
    (a)  Appointment of executive directors, supervisory directors and accounting auditors (provided, however, that this shall exclude persons deemed to have been appointed upon establishment) and dismissal thereof (Article 96, Article 104 and Article 106 of the Investment Trust Law)
    (b)  Approval or consent for conclusion of an asset management services agreement with INV’s asset manager (provided, however, that this shall exclude conclusion of an asset management services agreement with INV’s asset manager that is to be concluded at the time of establishment as stated in the Articles of Incorporation of INV) and cancellation thereof (Article 198, Paragraph 2 and Article 206, Paragraph 1 of the Investment Trust Law)
    (c)  Consolidation of investment units (Article 81-2, Paragraph 2 of the Investment Trust Law; Article 180, Paragraph 2 of the Companies Act)
    (d)  Dissolution of the investment corporation (Article 143, Item 3 of the Investment Trust Law)
    (e)  Changes to the Articles of Incorporation of INV (Article 140 of the Investment Trust Law)
    (f)  Other matters provided in the Investment Trust Law or specified in the Articles of Incorporation of INV (Article 89 of the Investment Trust Law)
  2. The procedures for a unitholder to exercise his/her voting rights shall be as follows:
    (a)  Resolutions at the unitholders' meeting will, unless otherwise stipulated by laws or regulations or the Articles of Incorporation of INV, be adopted upon securing a majority of the voting rights of the unitholders in attendance (Article 21 of the Articles of Incorporation of INV).
    (b)  Resolutions of Article 140 of the Investment Trust Law will be adopted upon securing a two-thirds or greater majority of the voting rights of the unitholders in attendance, provided that the unitholders in attendance hold the majority of the total number of investment units outstanding (Article 93-2, Paragraph 2, Item 3 of the Investment Trust Law).
    (c)  A unitholder not in attendance at a unitholders' meeting (excluding unitholders who have a proxy attend) may exercise his/her voting rights in writing (Article 92, Paragraph 1 of the Investment Trust Law; Article 23, Paragraph 1 of the Articles of Incorporation of INV).
    (d)  The number of voting rights exercised in writing shall be included in the number of voting rights of the unitholders in attendance (Article 92, Paragraph 2 of the Investment Trust Law; Article 23, Paragraph 2 of the Articles of Incorporation of INV).
    (e)  By a resolution of the Board of Directors, INV may provide to the effect that a unitholder not in attendance at a unitholders' meeting may exercise his/her voting rights through an electromagnetic method (Article 92-2 of the Investment Trust Law; Article 24, Paragraph 1 of the Articles of Incorporation of INV).
    (f)  If a unitholder does not attend a unitholders' meeting and does not exercise his/her voting rights, the unitholder is deemed to be in favor of any proposal submitted to such unitholders' meeting (provided, however, that in cases where two or more proposals are submitted and any one of such proposals is by nature in conflict with any other proposal, all of such proposals shall be excluded from such deemed approval) (Article 93, Paragraph 1 of the Investment Trust Law; Article 25, Paragraph 1 of the Articles of Incorporation of INV).
    (g)  The number of voting rights held by the unitholders deemed to have agreed to the proposal under the provisions of f. above shall be included in the number of voting rights of the unitholders in attendance (Article 93, Paragraph 3 of the Investment Trust Law; Article 25, Paragraph 2 of the Articles of Incorporation of INV).
    (h)  By a resolution of the Board of Directors and upon giving prior public notice in accordance with laws and regulations, INV may deem any unitholder listed or recorded in the unitholder registry as of the record date to be the unitholder entitled to exercise his/her rights at the unitholders' meetings (Article 77-3, Paragraph 2 to Paragraph 4 of the Investment Trust Law; Article 124, Paragraph 2 and Paragraph 3 of the Companies Act; Article 26 of the Articles of Incorporation of INV).

2. Other common beneficial rights

  1. The right to file a derivative suit (Article 204, Article 116 and Article 119 of the Investment Trust Law; Article 847, Paragraph 1 and Paragraph 3 of the Companies Act)
    A unitholder who has held INV investment unit(s) for the past six months may, in writing, request INV to file a suit against INV's asset manager, administrative agent, executive directors, supervisory directors or accounting auditors to pursue their responsibilities. If INV does not file a complaint within 60 days from the date on which the unitholder has made a request, the unitholder that made the request may file the complaint on behalf of INV.
  2. The right to request the rescission of a resolution at unitholders' meeting (Article 94, Paragraph 2 of the Investment Trust Law; Article 831 of the Companies Act)
    In relation to unitholders' meetings, a unitholder may file a suit with a claim to rescind a resolution adopted at a unitholders' meeting within three months from the date of the adoption of the resolution, if (1) the procedures for convocation of the meeting or method of adopting resolutions are in breach of laws or regulations or the Articles of Incorporation of INV or are grossly unfair; (2) the details of the resolution are in breach of the Articles of Incorporation of INV, or (3) a grossly unfair resolution is adopted because of the exercise of voting rights by persons who have special interests regarding the resolution. In the event that a resolution does not exist or the content of a resolution is in breach of laws or regulations, a unitholder may file a complaint to confirm the non-existence or nullification of a resolution of unitholders' meeting.
  3. The right to request an injunction against illegal acts by executive directors, etc. (Article 109, Paragraph 5 and Article 153-3, Paragraph 2 of the Investment Trust Law; Article 360, Paragraph 1 of the Companies Act)
    In the event that an executive director engages in an act that is not within the scope of the purpose of INV or other acts that are in breach of laws or regulations or the Articles of Incorporation of INV, if such act is likely to cause irreparable detriment to INV, a unitholder who has held INV investment unit(s) for the past six months may request the executive director to stop him/her engaging in such acts on behalf of INV. If INV has entered into a liquidation process, the same shall apply with regard to liquidators.
  4. The right to demand an injunction against an issuance of new investment units, etc., and the right to file a suit seeking nullification of an issuance of investment units (Article 81-2, Paragraph 2, and Article 84, Paragraphs 1 and Paragraph 2 of the Investment Trust Law; Article 182-3, Articles 210, and Article 828, Paragraph 1, Item 2 and Paragraph 2, Item 2 of the Companies Act)
    When the issuance of new investment units is in breach of laws or regulations or the Articles of Incorporation, or when it is to be conducted in a grossly unfair manner, and thereby in each case unitholders are likely to suffer disadvantages, unitholders may demand INV to halt the issuance of new investment units if unitholders are likely to suffer disadvantages. (Article 84, Paragraph 1 of the Investment Trust Law; Articles 210 of the Companies Act). Furthermore, when a consolidation of investment units is in breach of laws or regulations or the Articles of Incorporation, and thereby unitholders are likely to suffer disadvantages, unitholders may demand INV to halt the consolidation of investment units (Article 81-2, Paragraph 2 of the Investment Trust Law; Article 182-3 of the Companies Act).
  5. The right to demand an injunction against merger and the right to file a suit seeking nullification of a merger (Article 150 of the Investment Trust Law; Article 784-2, Article 796-2, Article 805-2, and Article 828, Paragraph 1, Item 7 and Item 8 and Paragraph 2, Item 7 and Item 8 of the Companies Act)
    When a merger is in breach of laws or regulations or the Articles of Incorporation, and thereby unitholders are likely to suffer disadvantages, unitholders may, with the exception of certain cases, demand INV to halt the merger (Article 150 of the Investment Trust Law; Article 784-2, Article 796-2, and Article 805-2 of the Companies Act). In addition, when a material defect exists in the merger procedures, A unitholders may file a suit against INV with a claim to nullify a the merger within six months from the date on which the merger has taken effect, if a material defect exists in the merger procedures (Article 150 of the Investment Trust Law; Article 828, Paragraph 1, Item 7 and Item 8 and Paragraph 2, Item 7 and Item 8 of the Companies Act).
  6. The unitholder's right to bring up proposals (Article 94, Paragraph 1 of the Investment Trust Law; Article 303, Paragraph 2 and main clause of Article 305, Paragraph 1 of the Companies Act)
    A unitholder who has held at least one percent of the total investment units outstanding (limited to a unitholder who has held the investment unit(s) for the past six months) may request in writing, up until eight weeks before the date of unitholders' meeting, the executive directors of INV to (1) include certain matters in the purpose of the unitholders’ meeting and (2) specify in the notice of convocation of unitholders’ meeting a summary of the proposals which such unitholder intends to submit with respect to the matters that are the purpose of the unitholders’ meeting.
  7. The right to request convocation of unitholders' meetings (Article 90, Paragraph 3 of the Investment Trust Law; Article 297, Paragraph 1 and Paragraph 4 of the Companies Act)
    A unitholder who has held at least three percent of the total investment units outstanding (limited to a unitholder who has held the investment unit(s) for the past six months) may request the executive directors of INV to convene a unitholders' meeting by submitting in writing the matters to be taken up at the meeting and reasons for convening the meeting. Further, the unitholder may convene the meeting by obtaining an approval from the Prime Minister, if the procedures for convening the meeting do not begin promptly.
  8. The right to request appointment of inspector (Article 94, Paragraph 1 of the Investment Trust Law; Article 306, Paragraph 1 of the Companies Act; Article 110 of the Investment Trust Law)
    A unitholder who has held at least one percent of the total investment units outstanding (limited to a unitholder who has held the investment unit(s) for the past six months) may before a unitholders' meeting request the Prime Minister to appoint an inspector to investigate the procedures for convening a unitholders' meeting and the method for adopting resolutions. A unitholder who has held at least three percent of the total investment units outstanding may request the Prime Minister to appoint an inspector to investigate the operations and financial standing of INV.
  9. Right to request dismissal of executive directors, etc. (Article 104, Paragraph 1 and Paragraph 3 of the Investment Trust Law; Article 854, Paragraph 1, Item 2 of the Companies Act)
    A unitholder who has held at least three percent of the total investment units outstanding (limited to a unitholder who has held the investment unit(s) for the past six months) may request dismissal of executive directors or supervisory directors by filing a suit within 30 days after the date of unitholders' meeting in the event that a resolution to dismiss the executive directors or supervisory directors fails to be adopted at a unitholders' meeting, even if a fraudulent act or material fact that is in breach of laws or regulations or the Articles of Incorporation of INV involving the performance of duties of the executive directors or supervisory directors exists.
  10. The right to request dissolution (Article 143-3 of the Investment Trust Law)
    A unitholder who has held at least ten percent of the total investment units outstanding may request dissolution with the court in the event that INV is in an extremely difficult situation in the execution of operations and such is causing or is likely to cause irreparable detriment to INV, or when the management and disposal of assets of INV is extremely unfair to the extent that it threatens the existence of INV.

3. The right to request distribution (Article 77, Paragraph 2, Item 1 and Article 137 of the Investment Trust Law; Article 17 of the Articles of Incorporation of INV)

Unitholders have the right to receive a cash distribution as specified in the cash distribution statement prepared in accordance with the method of cash distribution as set forth under the Investment Trust Law or Articles of Incorporation of INV. Distributions shall be paid based on the number of investment units held to unitholders who are listed or recorded in the registry of unitholders on the closing date of each fiscal period or to registered pledgees of investment units.
Concerning book-entry transfer investment units of INV, even for distributions of cash that INV mistakenly makes for book-entry transfer investment units that may not be duly asserted against INV, INV may not demand for a return of the amount of such distributions. In this case, INV acquires the right to request liability for damages from unitholders’ account manager up to the amount of such distributions (Article 228 and Article 149 of the Act on Book-Entry Transfer of Company Bonds, Shares, etc.).

4. The right to request distribution of remaining assets (Article 77, Paragraph 2, Item 2 and Article 158 of the Investment Trust Law)

Unitholders have the right to receive the distribution of the remaining assets based on the number of investment units held, if INV is disbanded or liquidated.

5. The right to refund (Article 5 of the Articles of Incorporation of INV)

Unitholders do not have the right to request a refund of investment units (closed end).

6. The right to dispose of investment units (Article 78, Paragraph 1 and Paragraph 3 of the Investment Trust Law)

Unitholders, at their own option, may transfer investment units through delivery of the investment securities.
Concerning book-entry transfer investment units of INV, unitholders file an application for book-entry transfer with the account manager, based on which a book-entry transfer of book-entry transfer investment units of INV from the transferor’s account to the transferee’s account (refers to an increase in the number of investment units in the unitholdings column for the transferee’s account; the same shall apply hereinafter) will take place (Article 228 and Article 140 of the Act on Book-Entry Transfer of Company Bonds, Shares, etc.). However, the transfer of book-entry transfer investment units of INV shall not be duly asserted against INV unless the name or corporate name of the unitholder of the party that has acquired the book-entry transfer investment units of INV is stated or recorded in the registry of unitholders (Article 79, Paragraph 1 of the Investment Trust Law). Description or record under the registry of unitholders shall be made by a notice of all unitholders (a notice by a depository transfer agent to INV stating the name or corporate name of unitholders, number of investment units held, record date, etc.) to INV (Article 228 and Article 152, Paragraph 1 of the Act on Book-Entry Transfer of Company Bonds, Shares, etc.).

7. The right to request delivery or non-delivery of investment securities (Article 85, Paragraph 1 and Paragraph 3 of the Investment Trust Law; Article 217 of the Companies Act)

Unitholders may request and receive delivery of investment securities without delay after the establishment of INV (when investment units are to be issued after the establishment, then the due date for payment thereof) by INV. Unitholders may also request non-delivery of investment securities.
Concerning book-entry transfer investment units of INV, INV may not issue investment securities (Article 227, Paragraph 1 of the Act on Book-Entry Transfer of Company Bonds, Shares, etc.); provided, however, that when a depository transfer agent has had its designation as transfer agent revoked or has lost the effect of the designation and no successor exists to take over the transfer business of the depository transfer agent, or the transfer agent no longer handles book-entry transfer investment units of INV, unitholders may request INV to issue investment securities (Article 227, Paragraph 2 of the Act on Book-Entry Transfer of Company Bonds, Shares, etc.).

8. The right to request review of accounting books (Article 128-3, Paragraph 1 of the Investment Trust Law)

Unitholders may, in writing to executive directors with the reason, request to review or receive a copy of the accounting books or other documents.

9. Procedures for executing the right of minority unitholders (Article 228 and Article 154 of the Act on Book-Entry Transfer of Company Bonds, Shares, etc.)

The exercise of the right of minority unitholder whose investment units are held under a transfer account is verified by the description or record in a transfer account book, not through the description or record under the registry of unitholders. Accordingly, if a unitholder intends to exercise the right of a minority unitholder, such unitholder may request the account manager with which the unitholder has opened his/her account to deliver an individual unitholder notice (a notice by a depository transfer agent to INV stating the name or corporate name of the unitholder and number of investment units held by the unitholder, etc.) to INV. The unitholder may exercise his/her right of a minority unitholder for four weeks after such notice of the individual unitholder is delivered to INV.

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Taxation

The following general tax requirements apply to investment corporations and their unitholders who are residents in Japan or Japanese corporations. The content of the information below may be modified due to reform of taxation laws, or changes to interpretation or operation of taxation laws by the taxation authority or other authority. Different treatment of taxation may apply depending on the specific situations of individual unitholders.

1. Taxation of individual unitholders

  1. Taxation on distribution of profits
    As a rule, the distribution of profits that individual unitholders receive from the listed units of INV is subject to the same tax treatment as dividends of listed stocks, although tax credits for dividends do not apply.
    (1)  Withholding tax rate
    Date of commencing dividend payment Withholding tax rate
    January 1, 2014 – December 31, 2037 20.315% (15.315% income tax and 5% resident tax)
    After January 1, 2038 20% (15% income tax and 5% resident tax)
    *1 The income tax rate from January 1, 2014 to December 31, 2037 includes the special reconstruction income tax (equivalent to 2.1% of income tax).
    *2 For an individual holding 3% or more of the total investment units issued as of the base date for dividend payment (the "Individual Unitholders with Major Holdings"), the income tax due on the dividend is withheld at source at 20% (20.42% for the period between January 1, 2014 and December 31, 2037), not at the tax rates indicated above.
    (2)  Personal tax return
    Except for the Individual Unitholders with Major Holdings, it is possible to finalize tax payment with the tax withheld at source upon distribution regardless of the amount (a system eliminating the need to file personal tax return).
    However, filing of a tax return on dividends from listed stocks or other sources may be more advantageous in the following cases.
    When the progressive tax rate under aggregate income taxation is lower than the tax rate in (1) above
    When a loss is incurred as a result of the transfer of listed stocks or other sources via financial instruments business operators, etc. (including securities companies) (the "Loss from Transfer of Listed Stocks or Other Sources") (Please refer to D. (2) below.)
      Filing tax return
    (choose either of the following)
    Not filing tax return
    (a system eliminating the need to file personal tax return)
    (Note 1)
    Aggregate income
    taxation
    Separate
    self-assessment
    taxation
    Deduction of
    interest on
    borrowing
    Applicable Applicable
    Tax rate Progressive tax rate Same as (1) above
    Tax credit for
    dividend
    Not applicable
    (Note 2)
    Not applicable
    Setting off the Loss
    from Transfer of
    Listed Stocks or
    Other Sources
    against income
    Not applicable Applicable
    Determination of
    exemption for
    dependents
    Included in the total
    amount of income
    Included in the total
    amount of income
    (Note 3)
    Not included in the
    total amount of
    income
    *1 If the Individual Unitholders with Major Holdings receive dividend income exceeding JPY50,000 (converted to six-month settlement figure) at a time, they must file personal tax returns with the dividend income included in aggregate income.
    *2 Tax credit is not applicable to the dividend income received from investment corporations.
    *3 If the Loss from Transfer of Listed Stocks or Other Sources is set off against income, the amount after such set off; if the Loss from Transfer of Listed Stocks or Other Sources is carried over for deduction, the amount before such carryover.
    (3)  Dividend reception at account for withholding at source
    Dividends of listed stocks or other sources can be received in a specified account (account for withholding at source) by submitting the "written notification to start reception of dividends, etc. at the account for withholding at source" to a financial instruments business operator, etc. (including securities firm) at which the said specified account has been opened with withholding taxation selected. In this case, for the method of receiving dividends, the form of allocation that is proportionate to the number of shares will need to be selected.
    (4) Nippon Individual Savings Account (NISA)
    Income tax and resident tax will not be imposed on dividends, etc. of listed stocks and other sources that are acquired through tax-free management accounts in tax-free accounts opened at financial instruments business operators, etc. (including securities companies) (the "NISA Account") and are to be paid within five years from January 1 of the year that the tax-free management account is opened. In order to be eligible for a tax exemption pertaining to dividends from listed stocks or other sources, it is necessary to select the form of allocation proportionate to the number of shares as the method for receiving dividends.
    Maximum annual
    investment amount
    NISA
    (20 years-old or above)
    Junior NISA
    (minors)
    From 2014 to 2015 JPY 1,000,000
    From 2016 to 2023 JPY 1,200,000 JPY 800,000
    * Acquisition of shares of specific issues is not allowed in tax exemption systems with an accumulated investment account (Tsumitate NISA) to be introduced in January 2018 as a new option to current NISA.
  2. Taxation on distribution of the reserve for temporary difference adjustments
    Of the distribution of cash in excess of profits that is received from investment corporations, a distribution of an amount corresponding to the increased amount of the distribution of the reserve for temporary difference adjustments that are made for the purpose of solving the taxation due to inconsistency between accounting and taxation (the “Distribution of the Reserve for Temporary Difference Adjustments”), will be treated as a standard dividend under the Income Tax Act, and is subject to the same taxation rules as the distribution of profits described above in A (no investment unit transfer income (gain/loss) will occur).
  3. Taxation on other distributions that exceeds profit
    Of the distribution of cash in excess of profits that is received from investment corporations, a distribution excluding the Distribution of the Reserve for Temporary Difference Adjustments is considered to be a refund of investment contribution and, for unitholders, is treated as deemed dividend or deemed transfer income.
    (1)  Deemed dividend
    INV will notify the amount of deemed dividend to unitholders. The deemed dividend is subject to the same taxation rules as the distribution of profits described above in A.
    (2)  Deemed transfer income
    The amount other than deemed dividend of the refund of investment contribution is regarded as income on transfer of investment units. Each unitholder assesses the transfer cost (Note 1) corresponding to this transfer income amount and calculates the unit transfer income (gain/loss) (Note 2). The handling of this transfer income (gain/loss) is, in principle, the same as that of the unit transfers as described in D below. In addition, the purchase price of investment units is also adjusted or reduced (Note 3).
    (Note 1) Transfer cost = Original purchase price × Percentage of reduction in net worth
    * The percentage of reduction in net worth will be announced by INV.
    (Note 2) Transfer income (gain/loss) = Amount of deemed transfer income - Amount of transfer cost
    (Note 3) Purchase price after adjustment = Original purchase price - Amount of transfer cost
  4. Taxation of transfer of investment units
    When transfer of a listed investment unit of INV is made by an individual unitholder, transfer gain is subject to separate self-assessment taxation as the taxation on transfer of listed shares, etc., which is a different tax classification from the taxation on transfer of general shares, etc. If a transfer loss is incurred, setting off this loss against income other than transfer income etc. from listed shares or other sources is not acceptable.
    (1)  Tax rate
    Transfer date Tax rate under separate self-assessment taxation
    January 1, 2014 – December 31, 2037 20.315% (15.315% income tax and 5% resident tax)
    After January 1, 2038 20% (15% income tax and 5% resident tax)
    (2)  Setting off against income and carried-forward deduction of loss from the transfer of listed stocks or other sources
    If any amount of Loss from Transfer of Listed Stocks or Other Sources is incurred, the amount may be set off against the amount of dividend income of listed stocks or other sources for which separate self-assessment taxation is selected for the relevant fiscal year. In addition, the amount that cannot be fully deducted despite being set off against the income may be carried forward and deducted from the amount of the transfer income of listed stocks and from other sources as well as from the amount of dividend income of listed stocks or from other sources for which separate self-assessment taxation is selected, over a three-year period following the year. In order to be eligible for the carried-forward deduction of transfer loss, it is required to submit a tax return in the year in which the loss is incurred as well as in the subsequent consecutive year.
    (3)  Transfer income under account for withholding at source
    For transfer income of listed stocks or other sources under account for withholding at source, which has been opened at a securities company, no filing of tax return is required as payment of the tax for the income has been completed when it is withheld at source at the same tax rate in (1) above. In addition, when the dividend income of listed stocks or from other sources is received through account for withholding at source pursuant to A. (3) above, and if a loss is incurred as a result of transfer of listed stocks or from other sources under the said account for withholding at source in the year, setting off against the income is conducted within the account at the end of the year. Excess payment of the withheld tax at source on the dividend, etc. is refunded at the beginning of the following year.
    (4)  Nippon Individual Savings Account (NISA)
    Income tax and resident tax will not be imposed on transfer gain, etc. in the case where listed stocks and other sources that are acquired through tax-free management accounts in the NISA Account are transferred within five years from January 1 of the year that the tax-free management account is opened. As it will be deemed that no transfer loss was incurred with the NISA Account, setting off against income and carried-forward deduction of loss in above (2) and (3) will not be available.
    * For the maximum annual investment amount of NISA, please refer to A. (4) above.

2. Taxation of corporate unitholders

  1. Taxation on distribution of profits
    The distribution of profits that corporate unitholders receive from INV is not applicable to any provision that excludes received dividends etc. from being included in gross profit.
    The distribution of profits received from the listed units of INV is subject to tax withheld at source at the tax rates indicated below. The portion of this income tax and special reconstruction income tax withheld at source is applicable to income tax deductions as prepayment of corporate income tax.
    Date of commencing dividend
    payment
    Withholding tax rate
    January 1, 2014 – December 31, 2037 15.315% (including 0.315% special reconstruction income tax)
    After January 1, 2038 15%
  2. Taxation on distribution of the reserve for temporary difference adjustments
    Of the distribution of cash in excess of profits that is received from investment corporations, the Distribution of the Reserve for Temporary Difference Adjustments will be treated as a standard dividend under the Corporation Tax Act, and is subject to the same taxation rules as the distribution of profits described above in A above (no investment unit transfer income (gain/loss) will occur). In addition, income tax deductions are required to be divided on a pro-rata basis based on the holding period as the same way as the distribution of profits.
  3. Taxation on other distributions that exceeds profit
    Of the distribution of cash in excess of profits that is received from investment corporations, a distribution excluding the Distribution of the Reserve for Temporary Difference Adjustments is considered to be a refund of investment contribution and, for unitholders, is treated as deemed dividend or deemed transfer income.
    (1)  Deemed dividend
    INV will notify the amount of deemed dividend to unitholders. The deemed dividend is subject to the same taxation rules as the distribution of profits described above in A. Please note that income tax deductions will not be divided on a pro-rata basis based on the holding period.
    (2)  Deemed transfer income
    The amount other than deemed dividend of the refund of investment contribution is regarded as income on transfer of investment units. Each unitholder assesses the transfer cost corresponding to this transfer income amount and calculates the unit transfer income (gain/loss). In addition, the purchase price of investment units is also adjusted or reduced.
    * The transfer cost, transfer income (gain/loss), and adjustment/reduction of purchase price are calculated by the same method applied to individual unitholders.
  4. Taxation of transfer of investment units
    Transfer income (gain/loss) that has been gained/incurred by a corporate unitholder through the investment unit transfer is, in principle, accounted for in the fiscal year in which the transfer date belongs.

3. Taxation of investment corporations

  1. Deduction for profit distribution received etc.
    Under the special provision on taxation for investment corporations of the tax law, investment corporations are, if certain conditions (conduit requirements) are met, allowed to post distribution of profits as loss so as to avoid double taxation on investment corporations and unitholders.
    Major conduit requirements for investment corporations
    Dividend payment The amount of dividends is over 90% of distributable income.
    (Or the amount of cash distribution is over 90% of distributable amount if distribution of cash in excess of profits is conducted.)
    Over 50% by value of investment units to be subscribed in Japan The Articles of Incorporation of the investment corporation stipulate or record that over 50% of the total value of investment units will be subscribed in Japan.
    Lenders The investment corporation has not borrowed funds from any lenders other than institutional investors (as stipulated in Article 67-15, Paragraph 1, Item 1-2 (2) of the Act on Special Measures Concerning Taxation; same for the unit holding requirement below.)
    Unit holding The investment units issued are held either by at least 50 unitholders or by only institutional investors at the end of the fiscal year.
    Not being a family company The investment corporation is not a family company in which a single unitholder and its specially related party (or parties) holds over 50% of total investment units issued or of total voting rights at the end of the fiscal year.
    Not controlling other corporations The investment corporation does not hold 50% or more of the stocks or a 50% or more stake in other corporations.(excluding certain overseas subsidiaries.)
  2. Relief measure of real estate transaction tax
    (1)  Registration and license tax
    The tax rate for registration and licensing for registration of ownership transfer is reduced for real properties acquired by March 31, 2019.
    Acquisition date of real property ownership Between April 1, 2012
    and March 31, 2019
    After April 1, 2019
    Land (general) 1.5% 2.0% (in principle)
    Buildings (general) 2.0% (in principle)
    Real properties acquired by INV 1.3%
    * Warehouses and their sites acquired after April 1, 2015 will be subject to the reduced tax rate for registration.
    (2)  Real estate acquisition tax
    The standard taxable amount of real estate acquisition tax for certain properties INV acquires by March 31, 2019 is reduced to two-fifth.
    *1  For condominiums and apartments as well as their sites, the reduced standard taxable amount is applied only to those with all residential lots sized 50㎡ or more (30㎡ or more for housing for the elderly with life support services acquired after April 1, 2017.
    *2  Warehouses with floor area of 3,000㎡ or more and those with spaces for distribution processing and their sites acquired after April 1, 2015 will be subject to the reduced standard taxable amount.
    *3  Hospitals/clinics, special nursing home for the elderly, etc. (public nursing care facilities, etc. and specified private facilities defined in the Act for Promoting the Comprehensive Provision of Medical and Nursing Care in Communities) as well as their sites acquired after April 1, 2017 will be subject to the reduced standard taxable amount.

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Information for Unitholders

Administrator of Unitholder Registry Sumitomo Mitsui Trust Bank, Limited
1-4-1, Marunouchi, Chiyoda-ku, Tokyo, Japan
Handling Office
(For mail and inquiries)
Transfer Agent Division
Sumitomo Mitsui Trust Bank, Limited
2-8-4, Izumi, Suginami-ku, Tokyo 168-0063, Japan
Tel. 0120-782-031 (Toll Free within Japan only)
Corporate website
http://www.smtb.jp/personal/agency/
Contact points: All Branches of Sumitomo Mitsui Trust Bank, Limited in Japan
Account Administrator of Special Accounts
(For mail and inquiries)
Unitholders of former TGR Investment Inc. who hold a special account
Corporate Agency Division
Mitsubishi UFJ Trust and Banking Corporation
1-1 Nikkocho, Fuchu-shi, Tokyo 137-8081
<Telephone center>
Tel. 0120-232-711 (Toll Free within Japan only)
<Automated answering for request of forms>
Tel. 0120-244-479 (Toll Free within Japan only)
Unitholders of former LCP Investment Corporation who hold a special account
Transfer Agent Division
Sumitomo Mitsui Trust Bank, Limited
2-8-4, Izumi, Suginami-ku, Tokyo 168-0063, Japan
Tel. 0120-782-031 (Toll Free within Japan only)