Management of the Investment Corporation’s assets is entrusted to HEIWA REAL ESTATE Asset Management CO., LTD. (hereinafter referred to as the “Asset Management Company”). The Asset Management Company, recognizing that the management operations of the Investment Corporation’s assets comprise management of the capital of the Investment Corporation’s unitholders, determines various regulations and conducts decision-making procedures for the purpose of confirming the status of compliance with laws, regulations and other requirements, and for executing appropriate and fair business management.

Matters Pertaining to the Compliance Management System

1. The Compliance Committee, acting with the Chief Compliance Officer as its chairperson, shall deliberate from perspectives including compliance and risk management with regard to transactions with stakeholders and other matters to be discussed, pertaining to the presence or absence of legal issues, whether the Asset Management Company is fulfilling its duties as the trustee of the asset management operations and other matters.
2. In undertaking management of the compliance system, the Chief Compliance Officer shall render judgments on matters such as compliance with laws, regulations and other requirements and the handling of matters comprising violations, as well as prepare written opinions as deemed necessary when rendering judgments on compliance with laws, regulations and other requirements. As needed, furthermore, the opinions and judgments of the appropriate authorities and/or outside experts (attorneys at law, external auditors, etc.) and other actions shall be taken to implement and coordinate various measures for the purpose of promoting compliance.
3. The Compliance/Risk Management Office shall implement monitoring of the status of compliance with laws, regulations and other requirements on a daily basis, as well as undertake the development and management of in-house regulations, respond to accidents, complaints and other matters and otherwise engage in management of all areas of risk, including compliance. In addition, in the interest of compiling knowledge regarding laws, regulations and other areas required by all department and offices, and to gain thorough awareness of the need for compliance, in-house training and other programs shall be implemented as required, in striving to develop and enhance the internal control program.

Restraints on Transactions with Stakeholders

1. The scope of stakeholders, in addition to stakeholders, etc., stipulated in the Act on Investment Trust and Investment Corporations, is determined to include, pursuant to the Regulations to Prevent Acts in Conflict of Interest as internal regulations of the Asset Management Company, companies, etc., holding more than 10% of the voting rights of all shareholders in the Asset Management Company; companies, etc., in which such companies, etc., hold more than 50% of the voting rights of all their shareholders; and companies, etc., to which these parties provide advice and other services with regard to the management and maintenance of their assets.
2. Regarding transactions with stakeholders, the Asset Management Company shall comply with relevant laws and regulations, etc., and engage only in transactions satisfying the terms stipulated in the Regulations to Prevent Acts in Conflict of Interest. In addition, in certain cases prescribed by the regulations of the Investment Corporation, proposals shall be submitted to the Investment Corporation and the approval of its Board of Directors obtained. When engaging in transactions with stakeholders as transactions satisfying the terms of regulations stipulated by the Investment Corporation, written notification shall be provided to the Investment Corporation without delay, while information pertaining to transactions conducted with stakeholders shall be disclosed pursuant to the Basic Information Disclosure Policy prescribed by the Asset Management Company.

Investment Management Decision-Making Structure

• The following provides an overview of the process from preparing and submitting a review document for making decisions regarding assets under management to the decision itself:

• The following provides an overview of the process from preparing and submitting a review document for making decisions regarding acquisition or sale, etc. of assets under management:

• Processes for deciding the execution of management or leasing of investment assets, or any other processes that are not referred to under 2. of these Guidelines, shall follow investment asset management bylaws and other related bylaws.