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Structure of Investment Corporation

Structure

Structure

Function Name Details of work
Investment corporation Nippon Healthcare
Investment Corporation
(NHI)
  Pursuant to the Articles of Incorporation, NHI shall manage capital and such paid in by unitholders through making investments primarily in real estate and other assets.
Asset management company/
General administration affairs
agreement related to operation
Daiwa Real Estate
Asset Management
Co. Ltd.
  The company concluded an asset management agreement with NHI on January 7, 2014.
  As an asset management company defined in the Act on Investment Trusts and Investment Corporations (Article 198, Paragraph 1), the company shall, based on the agreement, manage assets in accordance with the investment target and policies stipulated in the Articles of Incorporation of NHI.
  The following are work entrusted to the asset management company.
(1) Work related to management of NHI’s assets (2) Work related to fund procurement for NHI (3) Reporting to NHI (4) Other work related or incidental to the above (1) - (3) ,which NHI entrusts as needed (including participating in NHI’s Board of Directors and making reports.)
  Moreover, the asset management company concluded a general administration affairs agreement related to operation with NHI on January 7, 2014.
  As a general administrator defined in the Act on Investment Trusts and Investment Corporations (Article 117, Paragraph 4), the company shall, based on the agreement, conduct administrative work of operation of administration organization (excluding dispatching documents related to the General Meeting of Unitholders, receiving voting forms, work related to tallying.)
Asset custodian Mizuho Trust &
Banking Co., Ltd.
  The company concluded an asset custodian agreement with NHI on January 7, 2014.
 As an asset custodian defined in the Act on Investment Trusts and Investment Corporations (Article 208, Paragraph 1), the company shall, based on the agreement, conduct work related to custody of assets held by NHI. The asset custodian shall also conduct the following work associated with asset custody. (1) Making payments using bank accounts under the name of NHI, (2) Opening/closing of bank accounts under the name of NHI, and (3) Other work corresponding to (1) and (2) .
General administrator of
unitholders’ register
Sumitomo Mitsui
Trust Bank, Ltd.
  The company concluded a general administrator of unitholders’ registry agreement with NHI on December 25, 2013. (The asset management company, the organizer of NHI, concluded the agreement on December 25, 2013, and NHI succeeded the contractual status from the asset management company on January 7, 2014.)
As a general administrator defined in the Act on Investment Trusts and Investment Corporations (Article 117, Paragraphs 2, 3 and 6), the company shall, based on the agreement, conduct the following. (1) Work related to preparing, administrating and keeping unitholders’ register (2) Work related to issuance of investment securities (3) Work related to conducting the General Meeting of Unitholders (4) Work related to payment of distributions or refunding to unitholders, and (5) Work related to responding to requests from unitholders regarding execution of rights and such.
General administrator of
calculation, preparation of
accounting record and
tax payment
Heiseikaikeisha
Tax Corporation
  The company concluded a general administrator of accounting agreement with NHI on January 7, 2014.
  As a general administrator defined in the Investment Trust Law (Article 117, Paragraphs 5 and 6), the company shall, based on the agreement, conduct the following. (1) Work related to calculation, (2) Work related to preparation of accounting record, (3) Work related to tax payment, and (4) Work related or incidental to the above work.
Management Back-up
Contractors
Sawayaka Club Co., Ltd.  
Cedar Co., Ltd. 
Super Court Co., Ltd.
Sompo Care Next Inc.
Charm Care Corporation
Nichii Gakkan Company
Nihon Kaigo Iryo
Center Co., Ltd.  
Wisnet Co., Ltd.
Silver Heights
Sapporo Co, Ltd.
Anabuki Medical Care Inc.
  Each of the companies has concluded a management back-up agreement with NHI.
In case a lease agreement related to healthcare facilities owned by NHI is terminated or expected to be terminated due to cancellation, dissolution or other reason, when NHI requests a management back-up contractor to operate the relevant facility upon concluding a new lease agreement for the facility, the relevant management back-up contractor shall sincerely discuss the request with NHI.
Specially related company
(Parent company of the
asset management company)
Sponsor
Daiwa Securities
Group Inc.
  The company is the parent company of the asset management company, which owns 100% of the total number of outstanding shares of the asset management company.
 The company concluded a sponsor support agreement with the asset management company on June 17, 2009.
  With the aim for NHI’s sustainable and stable growth, the company shall provide, on as-needed basis, the information which Daiwa Securities Group Inc. judges to be beneficial to the asset management company or NHI, among information on properties, etc. for the asset management company and other information related to the operation of the asset management company, as well as cooperating in securing personnel and arranging bridge funds at the asset management company.
Adviser
AIP Healthcare
Japan GK
  The company concluded an advisory agreement with the asset management company on December 27, 2013.
  With the aim for NHI’s sustainable and stable growth through expanding investment opportunities of NHI and enhancing the quality of real estate management by the asset management company, the company shall provide information on management/operation of healthcare facilities with the asset management company, conduct advisory work such as assisting and supporting negotiations with operators, and advise on market research/analysis concerning assets under investment target.

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