EXHIBIT 2

[Provisional Translation]

December 15, 2009

To Whom It May Concern:

		Issuer of Real Estate Investment Trust LaSalle Japan REIT Inc. 13-10, Nagata-cho 2-chome, Chiyoda-ku, Tokyo
		Representative:		Satoru Yamanaka, Executive Director
		Securities Code:		8974
		Asset Management Company LaSalle Investment Advisors K.K.
		Representative:		Satoru Yamanaka, Representative Director & President
		Contact:		Kotaro Yoshikawa, General Manager, Corporate Planning Department
		TEL: +81-3-3595-6700

Notice of Convocation of the General Meeting of Unitholders for Approval of Merger
Agreement, etc.

     LaSalle Japan REIT Inc. (“LJR”) announced that the fifth General Meeting of Unitholders (the “General Meeting”) was scheduled to be held on January 26, 2010, as notified by the public notice placed on the Nihon Keizai Shimbun on November 13, 2009, and the board of directors held on December 15, 2009 determined to submit to the General Meeting the agenda items for the approval of the merger agreement and the termination of the asset management entrustment agreement with LaSalle Investment Advisors K.K. as follows.

     Please note that the below-mentioned matters shall become effective on the condition that such matters are approved at the General Meeting.

1.		Approval of Merger Agreement

     LJR was incorporated as eAsset Investment Corporation on May 2, 2005 and was listed on the REIT section of the Tokyo Stock Exchange on September 7, 2005. LJR subsequently joined the LaSalle Group, an international real estate service provider, and changed its name to LaSalle Japan REIT Inc. on January 16, 2008, aiming for external growth and improvement of the value of its real estate portfolio leveraging the Group’s strengths in acquisition and analysis of property information. LJR invests in a total of 21 properties (total asset price of 128.4 billion yen) as of the end of the 8th fiscal period (October 31, 2009). A characteristic of LJR is its balanced portfolio that includes offices and residential properties, while focusing on retail facilities. In the 8th fiscal period (May 1, 2009 through October 31, 2009) and the 9th fiscal period beginning November 1, 2009, LJR has taken a defensive strategy for both portfolio management and financial position in response to the change in the economic climate, but at the same time, LJR has engaged in serious discussions as to how to maximize unitholder value given the current environment.

     In the current environment surrounding J-REITs, in particular with respect to trends in domestic macro-economics, consumers continue to aim towards economizing due to increased employment insecurity and the slump in disposable income, etc. Although it is believed that the great risk of bottom deepening will be avoided given, among others, a series of economic policies implemented by the government, it remains to be an unpredictable situation. In addition, although it seems that since this April the environment for fund-raising of J-REITs is bottoming out, and there are also signs of modest recovery of the volume of transactions in the real estate market such as a gradual increase in comparatively attractive potential investment opportunities, whether future recovery will continue strong is believed to still deserve continued attention.

     LJR, with the purpose of seeking new growth opportunities in this environment, thoroughly considered the criteria of the portfolio of Japan Retail Fund Investment Corporation (“JRF”) and its growth and financial strategies. As a result, LJR reached the understanding that a merger of LJR and JRF (an absorption-type merger, whereby JRF is the surviving corporation and LJR is dissolved) (the “Merger”) would contribute to improving the unitholder value of LJR as follows, and holds the conviction that the solid Merger is the most ideal option for LJR, rather than waiting for improvements in the uncertain equity financing environment and property acquisition environment.

	•		Improved stability of the portfolio through the expansion of the asset scale as a result of the Merger
	•		Significant improvement of liquidity through the increase in total market value as a result of the Merger
	•		Strong fund-raising capacity and low financing cost based on good credit worthiness
	•		Further improvement of the unitholder value through the expansion of external growth opportunities

     Please refer to the attached “Notice of Convocation of the Fifth General Meeting of Unitholders (Draft)”.

     Unitholders are requested to support the purpose of the Merger and approve the merger agreement therefor.

2.		Termination of the Asset Management Entrustment Agreement with LaSalle Investment Advisors K.K.

     Due to the Merger, the asset management entrustment agreement entered by LJR with LaSalle Investment Advisors K.K. shall be terminated on the effective date of the Merger, on condition of the Merger being effective. Accordingly, a proposal for the approval of such termination will be submitted to the Meeting.

     Please note that JRF has currently entered into an asset management entrustment agreement with Mitsubishi Corp. — UBS Realty Inc. (“MCUBS”), and MCUBS shall continuously act as the asset manager of JRF after the Merger.

3.		Schedule for the General Meeting, etc.:

Attachment:

— Notice of Convocation of the Fifth General Meeting of Unitholders (Draft)

*		Japanese version of this press release has been distributed to the Kabuto Club (TSE Press Club), the Ministry of Land, Infrastructure, Transport and Tourism Press Club, and the Ministry of Land, Infrastructure, Transport and Tourism Press Club for Construction Publications.
*		Address of the website of LJR: http://www.lasalle-jreit.com/

(Translation)

January 5, 2010

TO OUR UNITHOLDERS

LaSalle Japan REIT Inc.
13-10, Nagatacho 2-chome, Chiyoda-ku, Tokyo

Satoru Yamanaka, Executive Officer

Notice of Convocation of the Fifth General Meeting of Unitholders

Dear Unitholders:

     We hope that things are going well for you.

     LaSalle Japan REIT Inc. (“LJR”) hereby gives notification of and requests your attendance at its Fifth General Meeting of Unitholders (the “Meeting”) to be held as detailed in this document.

      In the event that you are unable to attend the Meeting, you may exercise your voting rights using a Voting Rights Exercise Form. Therefore, we request that you review the attached reference documents and exercise your voting rights on the enclosed Voting Rights Exercise Form by indicating your approval or disapproval of the agenda items and return those documents by January 25, 2010 (Monday) at 5:10 p.m.

     In accordance with Article 93, Paragraph 1 of the Law Concerning Investment Trusts and Investment Corporations, Article 13 of the LJR’s Articles of Incorporation stipulates matters relating to “deemed approval” as excerpted below. Accordingly, please be aware that unitholders not present at the Meeting who do not exercise their voting rights using the Voting Rights Exercise Form are deemed to have approved the agenda items submitted to the Meeting.

(Excerpt from the Articles of Incorporation)

Article 13		Deemed Approval
1.		Unitholders not present at the Meeting who do not exercise their voting rights using the Voting Rights Exercise Form are deemed to have approved the agenda items submitted to the Meeting. However, in the event that there are conflicting agenda items submitted to the Meeting, deemed approval shall not apply to either agenda items.
2.		In accordance with the stipulation under Article 13, Paragraph 1 above, the number of voting rights held by non-attending unitholders who are deemed to have approved the agenda items shall be included in the number of voting rights of unitholders in attendance.

Regards.

Particulars:

1.		Date:		January 26, 2010 (Tuesday) at 1:00 p.m.
2.		Address:		Silver Room on the 11th Floor of Tokyo Kaikan, 2-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo, Japan (Please refer to the attached map.)
3.		Agenda:
		Matters to Be Resolved:
		First Item:		Approval of the Merger Agreement
		Second Item:		Termination of the Asset Management Entrustment Agreement with LaSalle Investment Advisors K.K.

- End -

General Meeting of Unitholders’ Reference Document

Agenda Items and References

First Item: Approval of the Merger Agreement

1.

Reason for an Absorption-type Merger

     LJR was incorporated as eAsset Investment Corporation on May 2, 2005 and was listed on the REIT section of the Tokyo Stock Exchange on September 7, 2005. LJR subsequently joined the LaSalle Group, an international real estate service provider, and changed its name to LaSalle Japan REIT Inc. on January 16, 2008, aiming for external growth and improvement of the value of its real estate portfolio leveraging the Group’s strengths in acquisition and analysis of property information. LJR invests in a total of 21 properties (total asset price of 128.4 billion yen) as of the end of the 8th fiscal period (October 31, 2009). A characteristic of LJR is its balanced portfolio that includes offices and residential properties, while focusing on retail facilities. In the 8th fiscal period (May 1, 2009 through October 31, 2009) and the 9th fiscal period beginning November 1, 2009, LJR has taken a defensive strategy for both portfolio management and financial position in response to the change in the economic climate, but at the same time, LJR has engaged in serious discussions as to how to maximize unitholder value given the current environment.

     In the current environment surrounding J-REITs, in particular with respect to trends in domestic macro-economics, consumers continue to aim towards economizing due to increased employment insecurity and the slump in disposable income, etc. Although it is believed that the great risk of bottom deepening will be avoided given, among others, a series of economic policies implemented by the government, it remains to be an unpredictable situation. In addition, although it seems that since this April the environment for fund-raising of J-REITs is bottoming out, and there are also signs of modest recovery of the volume of transactions in the real estate market such as a gradual increase in comparatively attractive potential investment opportunities, whether future recovery will continue strong is believed to still deserve continued attention.

     LJR, with the purpose of seeking new growth opportunities in this environment, thoroughly considered the criteria of the portfolio of Japan Retail Fund Investment Corporation (“JRF”) and its growth and financial strategies. As a result, LJR reached the understanding that a merger of LJR and JRF (an absorption-type merger, whereby JRF is the surviving corporation and LJR is dissolved) (the “Merger”) would contribute to improving the unitholder value of LJR as follows, and holds the conviction that the solid Merger is the most ideal option for LJR, rather than waiting for improvements in the uncertain equity financing environment and property acquisition environment.

	•		Improved stability of the portfolio through the expansion of the asset scale as a result of the Merger
	•		Significant improvement of liquidity through the increase in total market value as a result of the Merger
	•		Strong fund-raising capacity and low financing cost based on good credit worthiness
	•		Further improvement of the unitholder value through the expansion of external growth opportunities

     Unitholders are requested to support the purpose of the Merger and approve the merger agreement therefor.

2.

Outline of Contents of the Absorption-type Merger Agreement

     As set forth in Exhibit 1 attached hereto on page 15 through page 27.

3.		Outline of Descriptions set forth in Article 193, Paragraph 1 of the Ordinance for Enforcement of the Law Concerning Investment Trusts and Investment Corporations
(1)		Matters Concerning Reasonableness of Consideration for Merger

(i)

Matters Concerning Reasonableness of Aggregate Amount, Calculation Method and Allotment of Consideration for Merger to be Distributed in Course of Absorption-type Merger

	(a)		Matters Concerning Merger Ratio and Allotment
			The number of the investment units of JRF as the surviving corporation to be distributed to the unitholders of LJR, which will be absorbed, as the consideration for the Merger shall be set forth in the below-mentioned table.
			In the course of the Merger, JRF shall split each one of its investment units held by the unitholders entered or recorded in the last unitholders’ register of JRF as of the preceding day of the effective date of the Merger (the “Effective Date”) into 4 units on the Effective Date. When allotting units of JRF at a ratio of 0.295 units of JRF per one unit of LJR based on the merger ratio before taking the said unit split into consideration, a large number of unitholders of LJR were expected to receive fractional units of JRF. Therefore, prior to the allotment to LJR’s unitholders, a four-for-one unit split for units of JRF will be implemented, and after this unit split, allotment at a ratio of 1.18 units (post-unit split) of JRF per one unit of LJR will be carried out. Based on this merger ratio after taking the said unit split into consideration, JRF shall issue new investment units up to 142,190 units in aggregate to the unitholders entered or recorded in the last unitholders’ register of LJR as of the preceding day of the Effective Date.
			If any fractional units less than one unit arises with respect to the number of JRF’s investment units to be distributed to each unitholder of LJR as mentioned above, the number of investment units equivalent to the total number of such fractional units shall be sold through the market trading conducted in the financial instruments market and the proceeds from such sale shall be distributed to the relevant unitholders based on the number of such fractional units.

JRF plans to pay to LJR’s unitholders the merger cash distribution in such amount as is consistent with the cash distribution payable for the last fiscal year of LJR ending on the preceding day of the Effective Date (i.e., for the 4-month period from November 1, 2009 to February 28, 2010), which shall be calculated by dividing (i) the amount equivalent to the distributable amount as of the

preceding day of the Effective Date by (ii) the total number of issued LJR’s investment units as of the preceding day of the Effective Date), in lieu of the cash distribution payable to the LJR’s unitholders for such last fiscal year of LJR.

	(b)		Basis of Calculation
			In order to support the fairness of the calculation of the merger ratio for the Merger, LJR retained Goldman Sachs Japan Co., Ltd. (“Goldman Sachs”) and JRF retained Morgan Stanley Japan Securities Co., Ltd. (“Morgan Stanley”) and Mitsubishi UFJ Securities Co., Ltd. (“MUS”), respectively, as their respective financial advisors, and in each case, LJR and JRF requested that their respective financial advisor(s) perform financial analyses regarding the merger ratio for the Merger.
			Goldman Sachs performed an average market unit price analysis, a dividend discount model analysis, an earnings contribution analysis, and a net asset value analysis based on publicly available information and financial projections prepared by LJR management, as approved for Goldman Sachs’ use by LJR. A summary of the analysis performed by Goldman Sachs is as follows.

Goldman Sachs also performed an accretion / dilution analysis.

Please refer to Note 1 below for a more detailed description about the assumptions and disclaimers for the analyses performed by Goldman Sachs.

Morgan Stanley analyzed the merger ratio by comprehensively considering the results of the analysis based on the market unit price analysis, comparable REITs analysis, dividend capitalization analysis, discounted cash flow analysis, and adjusted net asset value analysis in order to produce a diverse analysis of the market unit value and future profitability of both JRF and LJR. A summary of analysis performed by Morgan Stanley is as follows.

Market unit price analysis was conducted based on the closing market unit price as of the base date of calculation (October 28, 2009) and the average closing market unit prices for one month, three months and six months prior to the base date of calculation, considering the recent market trading trends of units of both investment corporations.

MUS conducted its analysis on the merger ratio by comprehensively considering the market unit price method, comparable company method, and discounted dividend method in order to produce a diverse analysis of the units of both JRF and LJR. A summary of the analysis performed by MUS is as follows.

The market unit price method was conducted based on the closing market unit price as of the base date of calculation (October 28, 2009) and the average closing market unit prices for one month, three months and six months prior to the base date of calculation, considering the recent market trading trends of units of both investment corporations.

Please refer to Note 2 and Note 3 below for more detailed descriptions about the assumptions and disclaimers for the analyses of Morgan Stanley and MUS respectively.

	(c)		Background to Calculation
			The merger ratio for the Merger was determined to be appropriate by JRF and LJR and the Merger Agreement was executed, as a result of careful discussions and negotiations with consideration of various factors, such as the financial results, the status of assets and liabilities, prospects of the business, the synergies to be created by the Merger, and the results of the financial analyses conducted by the financial advisors to JRF and LJR.
	(d)		Relationship with Financial Advisors
			None of Morgan Stanley, MUS, or Goldman Sachs falls under the definition of an “Affiliated Party” of JRF or LJR as set forth in Article 67, Paragraph 4 of the Ordinance Regarding Calculation of the Investment Corporation (Cabinet Ordinance No. 47 of 2006, as amended).

or the Merger and did not recommend any specific merger ratio to LJR or its board of directors or that any specific merger ratio constituted the only appropriate merger ratio for the Merger. The quantitative information used in Goldman Sachs’ financial analyses, is based on closing unit prices up to October 29, 2009, the last closing of trading before the announcement of the parties’ execution of the memorandum of understanding, and otherwise on data as it existed on December 15, 2009, and is not necessarily indicative of current market conditions. Goldman Sachs and its affiliates are engaged in investment banking and financial advisory services, commercial banking, securities trading, investment management, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. In the ordinary course of these activities and services, Goldman Sachs and its affiliates may at any time make or hold long or short positions and investments, as well as actively trade or effect transactions, in the equity, debt and other securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of third parties, LJR, JRF, LaSalle Investment Management K.K. (“LIM”), Mitsubishi Corporation (“MC”), UBS.AG and any of their respective affiliates or any currency or commodity that may be involved in the Merger for their own account and for the accounts of their customers. Goldman Sachs has acted as financial advisor to LJR in connection with, and has participated in certain of the negotiations leading to, the Merger. Goldman Sachs expects to receive fees for its services in connection with the Merger, a portion of which is contingent upon consummation of the Merger, and LJR has agreed to reimburse certain of Goldman Sachs’ expenses arising, and indemnify Goldman Sachs against certain liabilities that may arise, out of Goldman Sachs’ engagement. Goldman Sachs has provided certain investment banking and other financial services to UBS.AG and its affiliates from time to time. Goldman Sachs also may provide investment banking and other financial services to LJR, JRF, LIM, MC, UBS.AG and their respective affiliates in the future. In connection with the above-described services, Goldman Sachs has received, and may receive, compensation.

In connection with performing its financial analyses, Goldman Sachs reviewed, among other things, the merger agreement for the Merger; the biannual securities reports (Yuka Shoken Hokokusyo) of LJR for the three fiscal periods ended April 30, 2009; certain biannual unaudited financial statements of LJR for the fiscal period ended October 31, 2009; certain other communications from LJR and JRF to their respective unitholders and the public; certain publicly available research analyst reports for JRF; the biannual securities reports (Yuka Shoken Hokokusyo) of JRF for the three fiscal periods ended August 31, 2009; certain internal financial analyses and forecasts for JRF prepared by its management; and certain internal financial analyses, including net asset value estimates, and forecasts for LJR prepared by its management, both stand-alone and giving effect to the Merger with respect to such forecasts, and certain financial analyses, including net asset value estimates, and forecasts for JRF prepared by the management of LJR, in each case as approved for Goldman Sachs’ use by LJR (the “Forecasts”), including certain cost savings and operating synergies projected by the

managements of LJR and JRF to result from the Merger as approved for Goldman Sachs’ use by LJR (the “Synergies”). Goldman Sachs also held discussions with members of the senior management of LJR and the asset management companies of LJR and JRF regarding their assessment of the past and current business operations, financial condition and future prospects of JRF and the strategic rationale for, and the potential benefits of, the Merger, and with the members of senior management of LJR regarding their assessment of the past and current business operations, financial condition and future stand-alone prospects of LJR, including LJR’s funding structure and the current funding constraints in the Japanese property market. In addition, Goldman Sachs reviewed the reported price and trading activity for the units of LJR, compared certain financial and stock market information for LJR and certain financial information for JRF with similar financial and stock market information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations in the US and Japanese REIT industries and other relevant industries and performed such other studies and analyses, and considered such other factors, as Goldman Sachs considered appropriate.

In connection with performing its financial analyses, Goldman Sachs relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by it and does not assume any liability for any such information. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of LJR or JRF or any of their respective subsidiaries and Goldman Sachs has not been furnished with any such evaluation or appraisal. LJR informed Goldman Sachs, and Goldman Sachs has assumed, that the units of JRF will continue to be listed on the Tokyo Stock Exchange following consummation of the Merger. In addition, Goldman Sachs assumed that the Merger will be consummated, on the basis of the terms and conditions set forth in the merger agreement of Merger, without any waiver or modification of any term or condition the effect of which will have any adverse effect on LJR or JRF or on the expected benefits of the Merger in anyway meaningful to its analysis. Goldman Sachs also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on LJR or JRF or on the expected benefits of the Merger in any way meaningful to Goldman Sachs’ analysis. In addition, Goldman Sachs also assumed with LJR’s consent, that the Forecasts, including the Synergies, had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of LJR. Goldman Sachs did not express any view on (i) the impact of the Merger on the solvency or viability of LJR or JRF or the ability of any of LJR or JRF to pay its obligations when they come due, (ii) any legal, regulatory, tax or accounting matters, (iii) the underlying business decision of LJR to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to LJR, (iv) the prices at which units of LJR will trade at any time, or (v) the consideration to be paid to LaSalle

Investment Advisors K.K. in respect of the termination of the current asset management agreement.

	(ii)		Reason for Choice of Cash Distribution as Consideration for Merger
			JRF plans to pay to LJR’s unitholders the merger cash distribution in such amount as is consistent with the cash distribution payable for the last fiscal year of LJR ending on the preceding day of the Effective Date (i.e., for the 4-month period from November 1, 2009 to February 28, 2010), based on the amount of the distributable amount as to LJR, in lieu of the cash distribution payable to the LJR’s unitholders for such last fiscal year of LJR.
			The reason for such merger cash distribution to be paid is to achieve the equality among the unitholders of LJR and JRF by distributing cash to the LJR’s unitholders in such amount as is equivalent to the cash distribution payable for the current fiscal year of LJR, as such fiscal year will be ended upon the coming into force of the Merger.

(iii)

Matters Concerning Aggregate Investment Amount of Surviving Corporation (JRF)

The aggregate investment amount and the investment surplus amount of JRF to be increased in the course of the Merger have been determined as set forth in the merger agreement, in accordance with the Accounting Standards for Business Combinations and the Guidelines for Application of the Accounting Standards for Business Combinations and the Accounting Standards for Business Separation, etc. Provided that such amounts may be changed through consultations, taking into consideration of the financial condition of LJR and JRF as of the preceding day of the Effective Date.

LJR has concluded that the matters mentioned in each of (i), (ii) and (iii) above are deemed to be reasonable.

(2)		Matters to be Referenced for Consideration of Merger

	(i)		Provision of the Articles of Incorporation of Surviving Corporation (JRF)
			As set forth in Exhibit 2 attached hereto on page 28 through page 39. * JRF has decided to propose an item regarding the amendment to the articles of incorporation, as the proposed revisions are set forth in the (Exhibit) to the merger agreement attached hereto as Exhibit 1, at the general meeting of unitholders of JRF scheduled to be held on January 26, 2010.
	(ii)		Matters Concerning Method for Conversion of Investment Units to be Distributed as Consideration of Merger

	(a)		Market in which Investment Units are Traded
			REIT section of the Tokyo Stock Exchange
	(b)		Mediator, Broker or Handling Agent for Trading of Investment Units
			Any security company, etc. which shall be a trading participant or a member of the stock exchange set forth in (a) above

	(iii)		Matters Concerning Market Value of Investment Units to be Distributed as Consideration of Merger
			The market value of the investment units to be distributed as consideration of the Merger will fluctuate, as the price of such investment units shall be determined in the relevant market.

(3)		Matters Concerning Financial Documents, etc.

(1)

Matters as to Surviving Corporation (JRF)

	(i)		Financial Documents, Asset Management Report and Statements of Cash Dividends for Last Fiscal Year of JRF
			As set forth in Exhibit 3 attached hereto on page 40 through page 81.
	(ii)		Matters concerning the disposition of any important property, assumption of any material debt or any other event that might significantly affect the condition of property of JRF, which has occurred after the last day of the last fiscal year of JRF

	(a)		Split of Investment Units
			At the Board of Directors’ meeting held on December 15, 2009, JRF has determined to split each one of its investment units held by the unitholders entered in the unitholders’ register of JRF as of February 28, 2010 (Sunday) into 4 units. The split of JRF’s investment units shall become effective as of March 1, 2010 (Monday) (i.e., the Effective Date) on the condition that the merger agreement for the Merger has not been terminated or become void on or prior to the preceding day of the Effective Date.

	(b)		Holding of General Meeting of Unitholders
			At the Board of Directors’ meeting held on December 15, 2009, JRF has determined to hold a General Meeting of Unitholders on January 26, 2010 (Tuesday) for the consideration of the following items:

Exhibit 1

Merger Agreement (Copy)

          Japan Retail Fund Investment Corporation (“JRF”) and LaSalle Japan REIT Inc. (“LJR”) hereby enter into this merger agreement (this “Agreement”) with respect to the merger of JRF and LJR (the “Merger”).

Article 1.		(Form of Merger)

JRF and LJR shall perform the absorption-type merger ( kyushu gappei ) under the provisions of Article 147 of the Law Concerning Investment Trusts and Investment Corporations of Japan (Law No. 198 of 1951, as amended; the “Investment Trust Law”), under which JRF shall be the surviving entity and LJR shall be the dissolving entity.

Article 2.		(Trade Name and Address of Merging Entities)

The trade name and the address of each of the surviving entity and the dissolving entity is as follows:

(1)

Trade Name and Address of Surviving Entity:

			Trade Name:  Japan Retail Fund Investment Corporation
			Address:        7-3, Marunouchi 2-chome, Chiyoda-ku, Tokyo

(2)

Trade Name and Address of Dissolving Entity:

			Trade Name:  LaSalle Japan REIT Inc.
			ADDRESS:     13-10, Nagatacho 2-chome, Chiyoda-ku, Tokyo

Article 3.		(Split of JRF’s Investment Units)

On the condition (i) that the matters set forth in Paragraph 1 of Article 7 hereof are approved at the unitholders general meeting of JRF set forth in said Paragraph and the matters set forth in Paragraph 2 of Article 7 hereof are approved at the unitholders general meeting of LJR set forth in said Paragraph; and (ii) that this Agreement has not been terminated or become void on or prior to the preceding day of the Effective Date (as defined in Paragraph 1 of Article 4 hereof), JRF shall split each one of its investment units held by the unitholders entered or recorded in the last unitholders’ register of JRF as of the preceding day of the Effective Date into 4 units on the Effective Date.

Article 4.		(Method for Calculation of Number of JRF’s Investment Units to be Allocated at Time of Merger and Matters Concerning such Allocation)

1.

At the time of the Merger, JRF shall issue new investment units in such number as is calculated by multiplying (i) the total number of LJR’s investment units held by the unitholders entered or recorded in the last unitholders’ register of LJR (excluding JRF, LJR and those unitholders of LJR’s investment units who have requested the purchase of the investment units held by such unitholders pursuant to the provisions of Article 149-3 of the Investment Trust Law; the “Unitholders Entitled to Allocation”) as of the preceding day of the effective date of the Merger (the “Effective Date”) by (ii) 1.18, and shall allocate 1.18 JRF’s

		investment units (after the split of investment units pursuant to Article 3 above) to each one of LJR’s investment unit held by the Unitholders Entitled to Allocation.
2.		In the case of the preceding Paragraph, if any fractional number less than one unit accrues in respect of JRF’s investment units to be allocated to the Unitholders Entitled to Allocation, JRF shall treat such fractional number of investment units pursuant to the provisions of Article 149-17 of the Investment Trust Law.

Article 6.		(Effective Date)

The Effective Date shall be March 1, 2010. Provided, however, that JFR and LJR may change the Effective Date, if necessary, to proceed with the procedures for the Merger or for any other reason, by mutual agreement through consultations.

Article 7.		(Unitholders General Meetings)

1.

Pursuant to the provisions of Paragraph 2 of Article 149-7 of the Investment Trust Law, JRF shall perform the absorption-type merger ( kyushu gappei ) under this Agreement without the approval of the unitholders general meeting set forth in Paragraph 1 of such Article. Provided, that JRF shall hold a unitholders general meeting on January 26, 2010 and request for (i) the approval of the amendment to the Articles of Incorporation as set forth in Exhibit; (ii) the election of the persons set forth in Item 1 of Paragraph 2 of Article 8 hereof as executive officer of JRF; and (iii) the election of the persons set forth in Item 2 of such Paragraph as supervisory officer of JRF, on condition of the Merger being effective. Provided, however, that JFR and LJR may change the draft of the amendment to the Articles of Incorporation as set forth in Exhibit by mutual agreement through consultations.

2.		LJR shall hold a unitholders general meeting on January 26, 2010 and request for (i) the approval of this Agreement; and (ii) the approval of the termination of the asset management entrustment agreement with LaSalle Investment Advisors K.K. on condition of the Merger being effective.
3.		JFR and LJR may change the date of holding of the unitholders general meetings set forth in Paragraphs 1 and 2 above, if necessary, to proceed with the procedures for the Merger or for any other reason, by mutual agreement through consultations.

Article 8.		(Trade Name, Composition of Officers, etc. and Related Entities, etc. of JRF after Merger)

1.		JRF’s trade name shall not be changed in the course of the Merger.
2.		JRF’s officers after the Merger shall be as follows. Provided, however, that JFR and LJR may change such officers by mutual agreement through consultations.:

(1	)		Executive Officer:		Yorishige Kondo
(2	)		Supervisory Officer:		Shuichi Namba and Shinji Arakawa

3.		The asset manager ( shisan unyou kaisha ) (which shall mean the asset manager referred to in Paragraph 19 of Article 2 of the Investment Trust Law; the same hereinafter), the asset custodian ( shisan hokan kaisha ) (which shall mean the asset custodian referred to in Paragraph 20 of Article 2 of the Investment Trust Law; the same hereinafter), the accounting auditor and the general administrator ( ippan jimu jyutaku sha ) (which shall mean the general administrator referred to in Paragraph 21 of Article 2 of the Investment Trust Law, to which the services set forth in each Item of Article 117 of the Investment Trust Law shall be entrusted; the same hereinafter) to JRF shall not be changed in the course of the Merger. Provided that among the agreements with general administrators of LJR, the agreement with The Chuo Mitsui Trust and Banking Company, Limited (“Chuo Mitsui Trust & Banking”), as the special account administrator, shall be assigned to JRF in the course of the Merger, and Chuo Mitsui Trust & Banking shall become JRF’s general administrator.
4.		LJR shall (i) terminate the agreements with LJR’s asset manager, asset custodian, accounting auditor and general administrator (except the agreements with Sumitomo Trust and Banking Corporation acting as the administrator of the unitholders’ register, etc. (“Sumitomo Trust & Banking”) and the agreements with Chuo Mitsui Trust & Banking acting as the special account administrator) effective as of the Effective Date, on condition of the Merger being effective, and (ii) terminate the general service entrustment agreement dated June 1, 2009 (the “Entrustment Agreement for Management of Unitholders’ Register, etc.”) with Sumitomo Trust & Banking as the administrator of the unitholders’ register, etc. effective as of the next day of the date on which the approvals at the above-mentioned unitholders general meetings of JRF and LJR (or, if the dates of holding of the unitholders general meetings are different, the later date), on the condition that the approval of the matters set forth in Paragraph 1 of Article 7 hereof is obtained at JRF’s unitholders general meeting set forth in said Paragraph and that the approval of the matters set forth in paragraph 2 of Article 7 hereof is obtained at LJR’s unitholders general meeting set forth in said Paragraph. In terminating the agreements, LJR shall make its efforts to cause LJR’s asset custodian, accounting auditor and general

		administrator to fully perform the handover of their services to JRF’s asset custodian, accounting auditor and general administrator.
5.		JFR and LJR hereby agree that any negative goodwill accruing through the Merger shall be used for the payment of stable distributions, in accordance with the principle that returning profits to unitholders shall be given preference.

In the above-mentioned formula, the term “LJR’s Distributable Amount as of the Preceding Day of the Effective Date” means the amount calculated by deducting (i) the sum of the aggregate investment amount, the investment surplus amount and other changes in net assets from (ii) the net assets of LJR, as of the preceding day of the Effective Date.

Article 10.		(Succession of Corporate Property)

On the Effective Date, JRF shall take over any and all of LJR’s assets, liabilities, and rights and obligations existing as of the Effective Date.

Article 11.		(Administration, etc. of Corporate Property)

1.		On and after the date of execution of this Agreement until the Effective Date, JRF and LJR shall execute their respective businesses and conduct the management and operation of their respective properties with due care of a good manager or have their respective asset manager, asset custodian, general administrator or other third parties execute or conduct such, and unless otherwise provided for in this Agreement, shall conduct any act which might have a material impact on their respective properties or rights and obligations by mutual agreement through consultations with each other in advance. Provided, however, that if necessary in light of its capital policy or any other circumstances, JRF may perform an additional issuance of investment units by means of a public offering in which the payment date will come on or after the Effective Date and a secondary offering of investment units to be performed in parallel therewith.
2.		Notwithstanding the provisions of the preceding Paragraph, LJR may not dispose of the real property held by it without prior consent of JRF. Provided that JRF shall not withhold or reject to give such consent without any justifiable reason, if and when LJR requests such consent.

Article 12.		(Change of Terms for Merger and Termination of this Agreement)

1.

During the period commencing on the date of execution of this Agreement until the Effective Date, JRF may terminate this Agreement by giving a written notice to LJR after consultation with LJR if any of the following events has occurred and continued to exist:

	(1)		if a petition for the commencement of the procedures for bankruptcy, civil rehabilitation or any other similar insolvency procedures is made by or made against LJR;
	(2)		if there is a material breach by LJR of any of its obligations under this Agreement and has not been cured after two (2) weeks following the delivery of written request for the correction of such breach;
	(3)		if any administrative penalty is imposed by any competent authority on LJR, such as cancellation of any registration, that would be materially detrimental to the implementation of the Merger;
	(4)		if it is reasonably determined that the implementation of the Merger has become impossible or extremely difficult due to the occurrence of any material change with respect to the assets or the managing condition of LJR due to any act of providence or whatever reason;
	(5)		if any of the following conditions has not been fulfilled as of the preceding day of the Effective Date:

	(a)		The procedures under applicable laws and regulations required for the Merger or for the performance of the matters planned for relating to the Merger, including the approval at the unitholders general meeting of each of JRF and LJR, as well as the acquisition of necessary approvals and licenses, have been completed.
	(b)		LJR (i) has abided by the loan agreements, trust agreements or any other agreements with third parties in which LJR is a party to (the “LJR Related Agreements”); (ii) has obtained a written agreement on a grace period from a claim for the acceleration of the debts owed, re-obtained the benefit of term which has been lost or obtained any other agreement as reasonably requested by JRF, in writing, regarding the violation of financial covenants, from the relevant financial institutions, if any violation of the financial covenants occurs with respect to the borrowings from the financial institutions; (iii) has obtained consents in writing from the relevant financial institutions with a content reasonably satisfactory to JRF, in order to terminate the pledge established on the trust beneficiary interest with respect to any of the real properties held by LJR, the conditional mortgage established on any of such real properties and the conditional insurance claim rights pledge established on the insurance claim rights with respect to any of such real properties, for the benefit of any financial institution, and, to revise the financial covenants and any other borrowing terms (however, excluding interest rate and repayment terms of the principal) of the LJR borrowings to the equivalent terms of such of the JRF borrowings and/or to make prepayments on the LJR borrowings; (iv) has obtained consent, etc. in writing from the necessary other party, etc. required under LJR Related Agreements with respect to the

			Merger or the conducts of LJR or post-merger JRF as planned in this Agreement; and (v) other than the acts mentioned in (i) through (iv) above, has conducted any necessary acts for the Merger or the conducts of LJR or post-merger JRF as planned in this Agreement, with respect to the LJR Related Agreements, as reasonably requested by JRF.
	(c)		There has been no change since the execution of this Agreement in the status of the holding of LJR’s investment units by London Property SPC and Europe Property SPC, with each of which LaSalle Investment Management K.K. has entered into an investment advisory agreement.
	(d)		JRF has reasonably determined that the termination on the Effective Date by consent of asset management entrustment agreements, asset custody entrustment agreements and each service entrustment agreement, as executed by and between LJR and its asset manager, asset custodian and general administrator (except for Chuo Mitsui Trust & Banking as the special account administrator) is anticipated, and the Entrustment Agreement for Management of Unitholders’ Register, etc. executed by and between LJR and Sumitomo Trust & Banking as administrator of the unitholders’ register, etc. has been terminated by consent.
	(e)		JRF has reasonably determined to expect that those agreements, etc. which are agreed by JRF and LJR to be amended or terminated, out of all the agreements, etc. executed by LJR with third parties, would be amended or terminated.
	(f)		LJR’s obligations as set forth in this Agreement have been performed in all material respects.

2.

During the period commencing on the date of execution of this Agreement until the Effective Date, LJR may terminate this Agreement by giving a written notice to JRF after consultation with JRF if any of the following events has occurred and continued to exist:

	(1)		if a petition for the commencement of the procedures for bankruptcy, civil rehabilitation or any other similar insolvency procedures is made by or made against JRF;
	(2)		if there is a material breach by JRF of any of its obligations under this Agreement and has not been cured after two (2) weeks following the delivery of written request for the correction of such breach;
	(3)		if any administrative penalty is imposed by any competent authority on JRF, such as cancellation of any registration, that would be materially detrimental to the implementation of the Merger;
	(4)		if it is reasonably determined that the implementation of the Merger has become impossible or extremely difficult due to the occurrence of any material change with respect to the assets or the managing condition of JRF due to any act of providence or whatever reason;
	(5)		if any of the following conditions has not been fulfilled as of the preceding day of the Effective Date:

	(a)		the procedures under applicable laws and regulations required for the Merger or for the performance of the matters planned for relating to the Merger, including the approval at the unitholders general meeting of each of JRF and LJR, as well as the acquisition of necessary approvals and licenses, have been completed;
	(b)		JRF (i) has abided by the loan agreements, trust agreements or any other agreements with third parties in which JRF is a party to (the “JRF Related Agreements”); (ii) has obtained a written agreement on a grace period from a claim for the acceleration of the debts owed, re-obtained the benefit of term which has been lost or obtained any other agreement as reasonably requested by LJR, in writing, regarding the violation of financial covenants, from the relevant financial institutions, if any violation of the financial covenants occurs with respect to the borrowings from the financial institutions; (iii) has obtained consent, etc. in writing from the necessary other party, etc. required under JRF Related Agreements with respect to the Merger or the conducts of JRF as planned in this Agreement; and (iv) other than the acts mentioned in (i) through (iii) above, has conducted any necessary acts for the Merger or the conducts of JRF as planned in this Agreement, with respect to the JRF Related Agreements, as reasonably requested by LJR.
	(c)		JRF’s obligations as set forth in this Agreement have been performed in all material respects.

3.

Notwithstanding the provisions of the preceding two Paragraphs, if any of the events set forth in the preceding two Paragraphs occurs or is found to be threatened to possibly occur, JRF and LJR may change any of the conditions for the Merger or any other matter set forth in this Agreement by mutual agreement through good-faith consultations, in order to achieve the purpose of the Merger.

Article 13.		(Effect of this Agreement)

This Agreement shall become invalid, if the Merger has not become effective by March 31, 2010.

Article 14.		(Good-faith Negotiation)

Any matter other than the matters set forth in this Agreement which is necessary for the Merger shall be separately determined by JRF and LJR through consultations, in accordance with the purport of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this Agreement has been prepared in duplicate original counterparts, and after printing names and affixing seals, the parties hereto shall each retain one original counterpart.

December 15, 2009

Exhibit

Amendment to become effective as of January 26, 2010

ARTICLE 15 LIMITATIONS ON INVESTMENTS

The Investment Corporation may invest in real estate described in Article 12, Paragraph 1., Item (a), only if the asset management company provides in its business method of investment management business that real estate is the type of asset to be managed.

ARTICLE 15 LIMITATIONS ON INVESTMENTS

The Investment Corporation may invest in real estate described in Article 12, Item (a), only if the asset management company provides in its business method of investment management business that real estate is the type of asset to be managed.

ARTICLE 19 METHOD OF AND STANDARDS FOR ASSET EVALUATION

The method of and standards for asset evaluation of the Investment Corporation are to be determined by the type of Managed Asset, and as follows as a general rule:

	(a)		(Omitted)
	(b)		Trust beneficiary rights in trust of money, real estate, surface rights or real estate lease rights Real estate, surface rights or real estate lease rights of the trust assets described in Article 12, Item (b) are evaluated following the previous item. Financial assets contained in the trust assets of such trust are evaluated following the generally accepted corporate accounting practices. Trust beneficiary rights are then evaluated by subtracting the total amount of trust liabilities from the total amount of trust assets to obtain the trust net asset value.
	(c)		Equity Interests in Silent Partnership on Real Estate

ARTICLE 19 METHOD OF AND STANDARDS FOR ASSET EVALUATION

The method of and standards for asset evaluation of the Investment Corporation are to be determined by the type of Managed Asset, and as follows as a general rule:

	(a)		(No change)
	(b)		Trust beneficiary rights in trust of money, real estate, surface rights or real estate lease rights Real estate, surface rights or real estate lease rights of the trust assets described in Article 12, Paragraph 1, Item (b) are evaluated following the previous item. Financial assets contained in the trust assets of such trust are evaluated following the generally accepted corporate accounting practices. Trust beneficiary rights are, when it is difficult to apply the same accounting methods as those for trust assets which are owned directly , evaluated by subtracting the total amount of trust liabilities from the total amount of trust assets to obtain the trust net asset value.
	(c)		Equity Interests in Silent Partnership on Real Estate

Current Articles

Real estate assets of silent partnerships are evaluated following Item (a) of this Article. Financial assets of silent partnership assets are evaluated following the generally accepted corporate accounting practices. The equity interests in silent partnership are then evaluated by subtracting the total amount of silent partnership liabilities from the total amount of those assets, obtaining the amount equivalent to the Investment Corporation’s equity interest in the net asset value of the silent partnership.

(d) - (h) (Omitted)

Proposed Amendments

Real estate assets, real estate lease rights and land rights of silent partnerships are evaluated in compliance with Item (a) of this Article. Financial assets of silent partnership assets are evaluated in compliance with the generally accepted corporate accounting practices. The equity interests in silent partnership are then evaluated by subtracting the total amount of silent partnership liabilities from the total amount of those assets, obtaining the amount equivalent to the Investment Corporation’s equity interest in the net asset value of the silent partnership.

(d) - (h) (No change)

ARTICLE 20 VALUE IN SECURITIES REGISTRATION STATEMENTS, SECURITIES REPORTS AND ASSET MANAGEMENT REPORTS

If making evaluations in a way that differs from the methods in Article 19 for the purposes of recording a value in a securities registration statement, securities report and asset management report, evaluations are made in the following way:

	(a)		(Omitted)
	(b)		Trust beneficiary rights in trust of real estate, surface rights or real estate lease rights and trust beneficiary rights in monetary trusts.
			The trust assets which are real estate, surface rights and real estate lease rights are evaluated following the previous Item (a), and with respect to the financial trust assets, after evaluated in accordance with the generally accepted corporate accounting practices, the trust beneficiary rights are evaluated by subtracting the total amount of trust liabilities from the total amount of trust assets to obtain the trust net asset value
	(c)		(Omitted)

ARTICLE 20 VALUE IN SECURITIES REGISTRATION STATEMENTS, SECURITIES REPORTS AND ASSET MANAGEMENT REPORTS

If making evaluations in a way that differs from the methods in Article 19 for the purposes of recording a value in a securities registration statement, securities report and asset management report, evaluations are made in the following way:

(a)		(No change)
(b)		Trust beneficiary rights in trust of real estate, surface rights or real estate lease rights and trust beneficiary rights in monetary trusts.
		The trust assets which are real estate, surface rights and real estate lease rights are evaluated in compliance withfollowing the previous Item (a), and trust assets which are financial assets are evaluated in accordance with the generally accepted corporate accounting practices. Trust beneficiary rights are, when it is difficult to apply the same accounting methods as those for trust assets which are owned directly, evaluated by subtracting the total amount of trust liabilities from the total amount of trust assets to obtain the trust net asset value.
(c)		(No change)

ARTICLE 23 LIMITATION ON BORROWINGS AND ISSUARANCE OF CORPORATE BONDS

Borrowings and issuance of corporate bonds ( including short-term corporate bonds) are limited to one trillion (1,000,000,000,000) yen respectively and the aggregate amount thereof shall not exceed one trillion (1,000,000,000,000) yen.

ARTICLE 23 LIMITS ON BORROWINGS AND ISSUANCE OF INVESTMENT CORPORATION BONDS

Borrowing and issuance of corporate bonds (including short-term corporate bonds) are limited to one trillion (1,000,000,000,000) yen respectively and the aggregate amount thereof shall not exceed one trillion (1,000,000,000,000) yen.

ARTICLE 26 CASH DISTRIBUTION POLICIES

1. Distribution of Profits

(a)

Profits are the amount obtained by subtracting the total amount of total equity interest , surplus equity

ARTICLE 26 CASH DISTRIBUTION POLICIES

The Investment Corporation shall, in principle, pay distributions based on the following policies.

1.

Method for calculating total amount of money to be distributed to unitholders

     Amendment to become effective on condition of the Merger being effective

Exhibit 2

Articles of Incorporation

Chapter 1 General Provisions

Article 1		Corporate Name

The name of the Investment Corporation in Japanese shall be Nihon Riteru Fando Toshi Hojin . In English, the Investment Corporation shall be called Japan Retail Fund Investment Corporation.

Article 2		Purpose

The purpose of the Investment Corporation is to manage its assets principally as an investment in specified assets described in Article 2, Paragraph 1 of the Law Concerning Investment Trusts and Investment Corporations (Law No. 198 of 1951, as amended).

Article 3		Location of Head Office

The head office of the Investment Corporation is in Chiyoda-ku, Tokyo.

Article 4		Method of Public Notice

The Investment Corporation shall publish all public notices in Nihon Keizai Shimbun .

Chapter 2 Investment Unit

Article 5		Total Number of Issuable Investment Units

The total number of issuable investment units for the Investment Corporation is two million (2,000,000) units.

Article 6		Investment Units to be Offered in Japan

The proportion of the issue price of the investment units to be offered in Japan from the total issue price of the investment units to be issued by the Investment Corporation is more than 50%.

Article 7		Redemption of Investment Units

The Investment Corporation shall not redeem any investment units upon request of a unitholder.

Article 8		Matters regarding the Handling of Investment Units

Recording and registration in the register of unitholders and any other procedures and charges relating to the handing of investment units are subject to the provisions of the board of directors.

Article 9		Administrator of Unitholders Registry

1.

The Investment Corporation shall maintain an administrator of the unitholders registry.

2.		The administrator of the unitholders registry and the office for such business shall be appointed by the resolutions of the board of directors and announced publicly.
3.		The register of unitholders of the Investment Corporation shall be kept in the office of the administrator of the unitholders registry. Recording and registration in the register of unitholders and other business relating to investment units, shall be handled by the administrator of the unitholders registry, not by the Investment Corporation.

Article 10		Minimum Net Asset Value

The Investment Corporation shall hold a minimum net asset value of fifty-million yen (¥50,000,000).

Chapter 3 Asset Management

Article 11		Basic Policy of Asset Management

The Investment Corporation shall manage its assets with the aim of securing a stable income in the mid- to long-term and steadily increasing the managed assets.

Article 12		Specified Assets to be as Primary Type of Investment

The Investment Corporation shall invest principally in the specified assets described below in accordance with the basic policy in Article 11.

(a)		Real estate, real estate lease rights or surface rights
(b)		Trust beneficiary rights in trust of money (limited to the case where the purpose is to manage the trust assets principally as an investment in real estate, surface rights or real estate lease rights), real estate, surface rights or real estate lease rights (including the case where beneficiary certificates are issued)
(c)		Equity interests in an agreement where one party makes a financial contribution to another party to manage assets described in the above items or the next item, and the other party manages that contribution principally as an investment in those assets and distributes profits from managing the assets (“Equity Interests in Silent Partnership on Real Estate”)
(d)		Trust beneficiary rights in monetary trusts, the purpose of which is to manage the trust assets principally as an investment in Equity Interests in Silent Partnership on Real Estate (including the case where beneficiary certificates are issued)
(e)		Preferred equity securities described in Article 2, Paragraph 9 of the Law Concerning Asset Securitization (Law No. 105 of 1998, as amended) (limited to the case where the purpose of which is to manage principally assets described in previous Items (a) to (c) as investment assets)
(f)		Beneficiary certificates of a special purpose trust described in Article 2, Paragraph 15 of the Law Concerning Asset Securitization (limited to the case where the purpose of which is to manage principally assets described in previous Items (a) to (c) as trust assets)
(g)		Beneficiary certificates of a fund described in Article 2, Paragraph 7 of the Law Concerning Investment Trusts and Investment Corporations (limited to the case where the purpose of which is to manage principally assets described in previous Items (a) to (c) as trust assets)

(h)		Investment units described in Article 2, Paragraph 14 of the Law Concerning Investment Trusts and Investment Corporations (limited to cases whose purpose is principally to manage assets described in the preceding Items (a) to (c) as investment assets)
(i)		Monetary claims
(j)		Preferred shares issued by a foreign captive reinsurance company
(k)		Securities set out in Article 3 Item 1 of the Law Concerning Investment Trusts and Investment Corporations Cabinet Order (Cabinet Order No. 480 of 2000, as amended; those securities, “Securities”) (excluding the assets falling down into the previous items).

Article 13		Assets Ancillary to Primary Type of Investment

1.

The Investment Corporation may invest in assets described below in order to contribute to the efficient management of surplus funds.

	(a)		Deposits
	(b)		Call loans
	(c)		Government bonds
	(d)		Local government bonds
	(e)		Commercial papers
	(f)		Negotiable certificates of deposit
	(g)		Trust beneficiary rights in monetary trusts the purpose of which is to manage as investment in the assets described in the above items (including the case where beneficiary certificates are issued)
	(h)		Beneficiary certificates for money management funds from the securities investment trusts set out in Article 2, Paragraph 4 of the Law Concerning Investment Trusts and Investment Corporations
	(i)		Beneficiary rights to jointly-managed designated monetary trusts
	(j)		Beneficiary certificates to loan trusts set out in Article 2 of the Loan Trust Law (Law No. 109 of 2006, as amended)

2.		The Investment Corporation may carry out derivative transactions set out in Article 3 Item 2 of the Law Concerning Investment Trusts and Investment Corporations Cabinet Order, including without limitation foreign exchange reservation transactions, currency swap transactions, interest rate futures transactions, interest rate options transactions, interest rate swap transactions or interest rate forward trading (“Derivative Transactions”) for the purposes of hedging the price fluctuation risk, interest rate fluctuation risk, foreign exchange risk and other risk of assets described in Article 12 or previous Paragraph 1 (“Managed Assets”).
3.		The Investment Corporation may acquire trademark rights, hot springs rights, the status as a fund contributor of an intermediate corporation (general corporation after the enforcement of the Law Concerning General Incorporated Association and General Incorporated Foundation (Law No. 48 of 2006) (including the right to claim the refund of contribution) and other assets incidental to specific real estate which it considers appropriate to acquire together with such real estate, trademark for the trade name of the Investment Corporation and any others held incidental to organizational operations from assets other than assets held for management by the Investment Corporation, and any others considered necessary for operation of the Investment Corporation and not listed in Article 12 and previous paragraphs.

4.		Equity interests (excluding interests falling down into the Specified Assets) in selected business enterprise (provided for in Article 2, Paragraph 5 of the Law on Promotion of Realization of Public Facilities by Utilizing Private Funds (Law No. 117, 1999, as amended)) carrying out specified business (provided for in Article 2, Paragraph 2 of such law)
5.		Movables (equipment, fixtures and others that are affixed to real estate constructionally or in use, or assets acquired incidental to the acquisition of real estate, real estate lease rights or surface rights, both of which shall be provided for in the Civil Code).

Article 14		Investment Policy

1.		The Investment Corporation shall principally invest in retail facilities such as inner-city retail buildings, out-of-town shopping centers, roadside shops and others (“Retail Facilities”), either directly or through specified assets principally underlying Retail Facilities.
2.		In order to reduce the effect of risks such as regional economic risk and earthquakes risk which increases by converging to a specific region in locations of Retail Facilities in which the Investment Corporation is to own directly or through specified assets, the Investment Corporation shall regularly review the relevant information and disperse locations of Retail Facilities on the basis of their geographic position.
3.		As a general rule, the Investment Corporation shall lease Retail Facilities, either directly or through specified assets, by entering into a lease contract stipulating a lease of more than 10 years. In addition, the Investment Corporation shall try to secure stable profits by carefully examining the financial position, operating results and industry potential of the lessee.
4.		Notwithstanding the provisions of Paragraph 3 above, the Investment Corporation may take the necessary measures to protect the interests of the unitholders if there is the risk that the interests of the unitholders will be damaged for reasons such as a sudden change in the macro economic information regarding the general economic climate, financial conditions, consumer trends and the real estate market or the economic environment of an investment corporation.
5.		The Investment Corporation shall manage assets so that 75% or more of the total amount of specified assets held by the Investment Corporation is made up of specified real estate (real estate, real estate lease rights or surface rights, or trust beneficiary rights in trust of real estate, real estate lease rights or surface rights from specified assets acquired by the Investment Corporation).

Article 15		Limitations on Investments

The Investment Corporation may invest in real estate described in Article 12, Item (a), only if the asset management company provides in its business method of investment management business that real estate is the type of asset to be managed.

Article 16		Reinvestment of Proceeds

The Investment Corporation may reinvest proceeds from sales of Managed Assets, redemption money on securities, interest, trust dividends, profit distributions from equity interests in silent partnerships and any other proceeds.

Chapter 4 Asset Evaluation

Article 17		Principals for Evaluating Assets

In evaluation of Managed Assets, the Investment Corporation shall comply with a general principal of consistency in order to ensure the reliability of the evaluation results, and carry out its business appropriately and faithfully for the interest of unitholders.

Article 18		Asset Evaluation Record Date

The asset evaluation record date for the Investment Corporation is each accounting settlement day set out in Article 25. However, the record date for securities and other specified assets that can be evaluated using the value based on the market value is the end of every month.

Article 19		Method of and Standards for Asset Evaluation

The method of and standards for asset evaluation of the Investment Corporation are to be determined by the type of Managed Asset, and as follows as a general rule:

(a)		Real estate, real estate lease rights and surface rights
		Real estate, real estate lease rights and surface rights are evaluated by subtracting the accumulated depreciation from the acquisition price. The amount of depreciation for buildings and equipment is calculated using the straight line method.
(b)		Trust beneficiary rights in trust of money, real estate, surface rights or real estate lease rights
		Real estate, surface rights or real estate lease rights of the trust assets described in Article 12, Item (b) are evaluated following the previous item. Financial assets contained in the trust assets of such trust are evaluated following the generally accepted corporate accounting practices. Trust beneficiary rights are then evaluated by subtracting the total amount of trust liabilities from the total amount of trust assets to obtain the trust net asset value.
(c)		Equity Interests in Silent Partnership on Real Estate
		Real estate assets of silent partnerships are evaluated following Item (a) of this Article. Financial assets of silent partnership assets are evaluated following the generally accepted corporate accounting practices. The equity interests in silent partnership are then evaluated by subtracting the total amount of silent partnership liabilities from the total amount of those assets, obtaining the amount equivalent to the Investment Corporation’s equity interest in the net asset value of the silent partnership.
(d)		Securities

	(i)		Securities listed on the financial products exchange
			Securities listed on the financial products exchange are evaluated by taking the amount calculated based on the closing price on the exchange securities market set up by the financial products exchange.
	(ii)		Other Securities
			Evaluations are made using the quotation market price as a general rule when it is provided by the financial product dealer. When the quotation market price is not specified, as a general rule the other securities are evaluated, using the evaluation amount that should be submitted according to the evaluation regulations of the Investment Trusts Association, Japan

(e)		Monetary claims
		Monetary claims are evaluated by subtracting the allowance for bad debts calculated in accordance with the estimated cost of bad debts from the acquisition price.
(f)		Commercial papers
		Commercial papers are evaluated taking the amount obtained by adding the acquisition value to the accrued interest calculated in proportion to the number of days. However, when the credit standing of the issuer has considerably deteriorated, the commercial papers are evaluated by subtracting the allowance for bad debts calculated in accordance with the estimated cost of bad debts from the acquisition value.
(g)		Derivative Transactions
		Financial Derivative Transactions are evaluated using a fair value as a general rule. However, hedge accounting applies to transactions recognized as hedge transactions under the generally accepted corporate accounting practices.
(h)		Miscellaneous
		If the evaluation of an asset is not set out in the above items, the asset is evaluated as the amount that should be affixed using the Investment Trusts Association, Japan evaluation rules or the generally accepted corporate accounting practices.

Article 20		Value in Securities Registration Statements, Securities Reports and Asset Management Reports

If making evaluations in a way that differs from the methods in Article 19 for the purposes of recording a value in a securities registration statement, securities report and asset management report, evaluations are made in the following way:

(a)		Real estate, real estate lease rights and surface rights
		Evaluated as the amount calculated under the capitalization
(b)		Trust beneficiary rights in trust of real estate, surface rights or real estate lease rights and trust beneficiary rights in monetary trusts.
		The trust assets which are real estate, surface rights and real estate lease rights are evaluated following the previous Item (a), and with respect to the financial trust assets, after evaluated in accordance with the generally accepted corporate accounting practices, the trust beneficiary rights are evaluated by subtracting the total amount of trust liabilities from the total amount of trust assets to obtain the trust net asset value.
(c)		Equity Interests in Silent Partnership
		Real estate, real estate lease rights and surface rights that are assets of equity interests in silent partnerships are evaluated following the previous Item (a). Financial assets of equity interests in silent partnerships are evaluated following the generally accepted corporate accounting practices. The equity interests in the silent partnership are then evaluated by subtracting the total amount of liabilities for equity interests in silent partnerships from the total amount of assets for equity interests in silent partnerships to obtain the net asset value of equity interests in the silent partnership.

Chapter 5 Borrowings and Issuance of Corporate Bonds

Article 21		Borrowings and Issuance of Corporate Bonds

The Investment Corporation may make borrowings from qualified institutional investors (limited to institutional investors specified by Article 67-15, Paragraph 1, item 1, b (2) of the Special Taxation Measures Law (Law No. 26 of 1957, as amended)) described in Article 2, Paragraph 3, item 1 of the Financial Instruments and Exchange Law or issue corporate bonds (including short-term corporate bonds; hereinafter referred to as corporate bonds) in accordance with the basic policy of Article 11. The Investment Corporation shall entrust other parties in accordance with laws and ordinances to carry out business for issuing investment corporation bonds such as underwriting offerings, preparation and maintenance of corporate bond registers (excluding the cases of short-term corporate bonds issued without corporate bond registers), name transfer and issuance, paying interest or redemption money to investment corporation obligees, and receiving requests from investment corporation obligees regarding the exercise of rights or any other proposal from investment corporation obligees.

Article 22		Spending of Borrowings and Corporate Bonds

The Investment Corporation shall spend borrowings and corporate bonds by acquiring assets, making repairs, repaying tenant leasehold deposit and tenant security deposit, paying distributions, paying the Investment Corporation’s expenses or repaying debts (including fulfillment of borrowings and corporate bond debts).

Article 23		Limitation on Borrowings and Issuance of Corporate Bonds

Borrowings and issuance of corporate bonds (including short-term corporate bonds) are limited to one trillion (1,000,000,000,000) yen respectively and the aggregate amount thereof shall not exceed one trillion (1,000,000,000,000) yen.

Article 24		Provision of Collateral

When making borrowings or issuing corporate bonds, the Investment Corporation may offer the Managed Assets as collateral.

Chapter 6 Cash Distributions

Article 25		Accounting Period

The accounting periods of the Investment Corporation end on the last day of February and August each year.

Article 26		Cash Distribution Policies

1.

Distribution of Profits

(a)

Profits are the amount obtained by subtracting the total amount of total equity interest, surplus equity interest and difference in the evaluation amount (total equity interest) from the amount obtained by subtracting the total amount of liabilities from the total amount of assets as of the accounting settlement day (net asset value).

(b)

The Investment Corporation shall distribute all profits to untiholders in cash.

2.		Cash distributions in excess of profits
		The Investment Corporation may distribute cash to unitholders until that distribution surpasses the aggregate of the amount of profits and the amount of depreciation to fixed assets appropriated in that calculation period. Any amount distributed to unitholders exceeding profits shall be first deducted from the capital surplus, and the remainder then subtracted from the total unitholders’ capital.
3.		Limitations on distributable amount of cash
		When cash distribution is deductible as expenses under the Tax Law, the Investment Corporation shall distribute cash to unitholders in order to fulfill such requirements.

Article 27		Method of Payments of Cash Distribution

The Investment Corporation shall pay cash distributions to unitholders and registered unitholder pledgees recorded on the register of unitholders at the close of the accounting settlement day in proportion to the number of units held. The Investment Corporation shall make that payment within three months of the accounting settlement day after deducting all necessary taxes as a general rule.

Article 28		Limitation of Cash Distribution

The Investment Corporation is relieved of its duty to pay any cash distributions to a unitholder if three full years have passed from the day of commencing payments without paying to the unitholder. No interest will accumulate on any unpaid cash distributions.

Chapter 7 Fees

Article 29		Fees for Asset Management Company

1.		The Investment Corporation shall calculate the asset management fee pursurant to the Asset Management Agreement which it entered into with the asset manager, in accordance with the resolutions of the board of directors, up to 1% per annum of the total amount of assets under management, and shall pay the amount to the asset manager by the day provided in such agreement.
2.		When the Investment Corporation acquires real estate or specified assets principally underlying real estate, the Investment Corporation shall calculate the asset acquirement fee pursurant to the Asset Management Agreement which it entered into with the asset manager, in accordance with the resolutions of the board of directors, up to 2% per annum of the acquired amount of such real estate, or specified assets principally underlying real estate, and shall pay the amount to the asset manager by the day provided in such agreement.

Article 30		Fees for Executive Directors and Supervisory Directors

The Investment Corporation shall pay fees for each executive director on the final business day of each month in an amount set by the board of directors that is no more than 800,000 yen per month. Further, the Investment Corporation shall pay fees for each supervisory director on the final business day of each month in an amount set by the board of directors that is no more than 500,000 yen per month.

Article 31		Fees for Accounting Auditor

The Investment Corporation shall pay fees for the accounting auditor within three months of the accounting settlement day subject to audit in an amount set by the board of directors that is no more than 20 million yen for each accounting settlement day.

Article 32		Expenses

1.		The Investment Corporation bears the taxes relating to the Managed Assets, expenses required for the general administration contractor, asset custodian company and asset management company to handle the business and administration delegated by the Investment Corporation, and interest on or damages for money advanced on behalf of the Investment Corporation by the general administration contractor, asset custodian company and asset management company.
2.		In addition to Article 33.1, the Investment Corporation bears the following expenses:

	(a)		Expenses relating to the issue of investment units;
	(b)		Expenses relating to the preparation, printing and submission of securities registration statements, securities reports and extraordinary reports;
	(c)		Expenses relating to the preparation, printing and delivery of prospectuses and provisional prospectuses;
	(d)		Expenses relating to the preparation, printing and delivery of financial statements and asset management reports (including submission expenses for any submission of these documents to regulatory authorities);
	(e)		Expenses required for public announcements and advertising of the Investment Corporation;
	(f)		Fees and expenses of legal advisers and tax advisers of the Investment Corporation;
	(g)		Expenses relating to the holding of general meetings of unitholders and meetings of the board of directors, expenses relating to public announcements, and expenses relating to the preparation, printing and delivery of documents to be sent to unitholders;
	(h)		Actual expenses of and money advanced on behalf of the Investment Corporation by executive directors and supervisory directors;
	(i)		Expenses relating to the acquisition, maintenance and disposal of Managed Assets (including intermediary fees, maintenance service fees, nonlife insurance premiums, upkeep and repair fees, and utility costs);
	(j)		Borrowings and interest on debts of the Investment Corporation;
	(k)		Expenses required for the operation of the Investment Corporation;
	(l)		Other expenses similar to the above items that are approved by the board of directors.

Chapter 8 Directors and Board of Directors

Article 33		Number of Directors and Composition of the Board of Directors

The Investment Corporation has at least one executive director and at least two supervisory directors (at least a number one more than the number of executive directors), and the directors (means executive directors and supervisor directors; hereinafter the same) compose the board of directors.

Article 34		Appointment of Directors

Directors are appointed by resolution of the general meeting of unitholders.

Article 35		Term of Directors

The term for directors is two years after the appointment. However, the term for directors appointed to fill a vacancy or increase numbers is the same as the remaining term of their predeccors or the directors still in office.

Article 36		Convener and Chair of Meeting of the Board of Directors

1.		Unless otherwise provided by laws and ordinances, meetings of the board of directors are convened and chaired by the executive director if there is one executive director, or by one executive director according to the order predetermined by the board of directors if there are two or more executive directors.
2.		Convocation notices for meetings of the board of directors are issued to all officers at least three days before the date of a meeting of the board of directors. However, the convocation period may be abridged or the convocation procedures may be omitted with the agreement of all directors

Article 37		Method of Resolution of Meeting of the Board of Directors

Unless otherwise provided by laws and ordinances or these Articles of Incorporation, resolutions of a meeting of the board of directors are passed with a majority of those present when a majority of members are present.

Article 38		Minutes of the meetings of the Board of Directors

The minutes of the meetings of the board of directors which describe the outline and the result of the progress of the agenda, and other items provided in laws and ordinances shall be prepared, and executive directors and supervisory directors present shall sign or name and seal such minutes.

Article 39		Exemption of Directors from Liabilities

The Investment Corporation may exempt an director from liability under Article 115-6, Paragraph 1 of the Law Concerning Investment Trusts and Investment Corporations, to the extent permitted by law by resolution of the board of directors in the event that the director has acted in good faith and without gross negligence in the conduct of duties and if exemption is considered particularly necessary in light of the details of the facts giving rise to the liability, the status of the execution of the director’s duties and any other factors.

Chapter 9 General Meetings of Unitholders

Article 40		Frequency of General Meeting of Unitholders

A general meeting of unitholders of the Investment Corporation shall be held within the 23 wards of Tokyo, and unless otherwise provided by laws and ordinances, this meeting shall be convened by an executive director in accordance with the resolution of the board of directors.

Article 41		Convener of General Meeting of Unitholders

Unless otherwise provided by laws and ordinances, general meetings of unitholders are convened by the executive director if there is one executive director, or by one executive director according to the order predetermined by the board of directors if there are two or more executive directors.

Article 42		Chair of General Meeting of Unitholders

The executive director chairs general meetings of unitholders if there is one executive director, and one executive director chairs general meetings of shareholders according to the order predetermined by the board of directors if there are two or more executive directors. If there are no executive directors or all executive directors are unable to do so, one supervisory director chairs the general meeting of unitholders in the order predetermined by the board of directors.

Article 43		Record Date

1.		The Investment Corporation deems the unitholders recorded or registered in the final register of unitholders for the accounting settlement day the unitholders who are entitled to exercise rights at the general meeting of unitholders relating to that convening.
2.		Notwithstanding Article 44.1, the Investment Corporation may, in accordance with a resolution of the board of directors, make an advance public announcement and deem the unitholders recorded or registered in the register of unitholders or the registered investment unit pledgees on a certain date the unitholders or the registered investment unit pledgees who are entitled to exercise their rights.

Article 44		Exercise of Voting Rights by Proxy

When the unitholder exercises voting rights by proxy, such proxy shall be limited to a unitholder with voting rights in the Investment Corporation.

Article 45		Exercise of Voting Rights by Writing

1.		Exercise of voting rights by writing is conducted by the unitholder stating in a document for the exercise of voting rights (the “Voting Rights Exercise Form”) the necessary matters and submitting the completed Voting Rights Exercise Form to the Investment Corporation by the time set out by laws and ordinances.
2.		The number of voting rights exercised by writing is included in the number of voting rights of unitholders present.

Article 46		Exercise of Voting Rights by Electromagnetic Format

1.		Exercise of voting rights by electromagnetic format is conducted by the unitholder providing the Investment Corporation with the information that is required to be stated in the Voting Rights Exercise Form in electromagnetic format by the time set out in laws and regulations, with the consent of the Investment Corporation, in accordance with the provisions of law and ordinances.
2.		The number of voting rights exercised by electromagnetic format is included in the number of voting rights of unitholders present.

Article 47		Method of Resolution of General Meeting of Unitholders

Unless otherwise provided by laws and ordinances or these Articles of Incorporation, resolutions of a general meeting of unitholders are passed with a majority of the voting rights of unitholders present.

Article 48		Deemed Approval

1.		Unitholders who do not attend a general meeting of unitholders and do not exercise voting rights are deemed to approve the proposals for resolution (excluding any proposals with purposes that conflict with each other in the case that multiple proposals are submitted) submitted to the general meeting of unitholders.
2.		The number of voting rights of unitholders deemed to approve the propsals for resolution pursuant to the provisions of Article 41.1 are included in the number of voting rights of unitholders present.

Article 49		Minutes of the General Meetings of Unitholders

The minutes of the General Meetings of Unitholders which describe the outline and the result of the progress of the agenda, and other items provided in laws and ordinances shall be prepared, and the chair person, executive directors and supervisory directors present shall sign or name and seal such minutes.

Appendix

These Articles of Incorporation shall become effective on the day of the enforcement of the Law for Amending the Laws Concerning Central Securities Depository and Book-Entry Transfer of Stock Certificates and Other Securities and Other Laws to Implement Efficient Settlement of Stocks and Other Financial Products (Law No. 88 of 2004)

Exhibit 3

Financial Documents, Asset Management Report, and Statements of Cash Dividends for
Last Fiscal Year of Japan Retail Fund Investment Corporation

I.		Asset Management Report
II.		Balance Sheets
III.		Statements of income
IV.		Statements of changes in unitholders’ equity
V.		Notes to Financial Information
VI.		Statements of Cash Dividends
VII.		Statements of Cash Flows (Additional Information)

2. Outline of asset management operation for the 15 ^th fiscal period

(1) Principal activities

     JRF was established under the Law Concerning Investment Trusts and Investment Corporations of Japan (“the Investment Act”) on September 14, 2001. It was the first investment corporation in Japan to specifically target commercial property assets. It has steadily acquired assets and grown since being listed on the Real Estate Investment Trust Section of the Tokyo Stock Exchange (Stock code: 8953) on March 12, 2002.

     After listing, JRF acquired four properties and began actively managing them. Between then and the end of the 10th Fiscal Period (ended February 28, 2007) we acquired an additional 37 properties, reaching the target we set at the time of listing, which was to have total assets of ¥400 billion within five years. By the end of the 13th Fiscal Period (ended August 31, 2008), we had acquired a further nine properties and disposed of one. Between the 14th and 15th Fiscal Periods, we acquired one property, as scheduled. In addition, we disposed of one property, and acquired one property as part of asset replacement under the medium-term business policy (announced in April 2008). As a result, as of the end of the 15th Fiscal Period (August 31, 2009), we were managing 50 properties (with a net asset value of ¥588.5 billion).

     As of October 14, 2009, JRF has total investments of ¥250.7 billion and 386,502 units issued.

(2) Investment environment and results

     With regard to the real estate market surrounding retail property during the fiscal period under review, the prolonged sluggishness of real estate transactions continued due to a rapid deterioration of the fund-raising environment amid the worldwide credit contraction triggered by the subprime housing loan problem; and more-than-expected fund outflows from the real estate financial market.

     In the retail industry, its business environment remained severe hurt by weak sales at department stores and high-end brand stores owing to a sluggishness in overall consumer spending. An increasing number of large general retailers announced that they would restructure their existing outlets and postpone or temporarily suspend new store openings. Meanwhile, sales of daily necessities, centering on foodstuffs, were relatively steady at the commercial facilities which have excellent marketing areas and convenient access, and are competitive. Given this, the gap between commercial bodies is expected to widen.

     Under such circumstances, JRF introduced the “Crisis Management Scenario” and prioritized the enhancement of its financial structure in the fiscal period under review.

     During the fiscal period under review, JRF acquired in March 2009 G DINING SAPPORO, which it had planned to acquire in the previous fiscal period as an urban retail building, and G-Bldg. Minami Aoyama 01, as an asset to replace JUSCO Chigasaki SC which was disposed of in the previous fiscal period, under the policy of improving portfolio quality in line with the medium-term business policy.

     Looking at the specific assets that JRF holds as income-type assets ^Note , rental revenue continued to be very stable supported by long-term lease contracts, mainly master leases, with top quality tenants such as AEON Retail, Ito-Yokado and AEONMALL; and occupancy rates of close to 100%. Meanwhile, with regard to our growth-type assets ^Note including Hakata Riverain, Nara Family, Abiko Shopping Plaza, Kyoto Family, Higashi-Totsuka Aurora City, Oyama Yuen Harvest Walk and GYRE, we are continuing to replace tenants and engage in associated renewal and promotional activities, aiming to maximize the potential values of these retail properties.

(3) Funding

     During the previous fiscal period, JRF increased its commitment line to ¥40.0 billion and took out new long-term loans of ¥11.0 billion, in order to ensure short-term liquidity and extend debt maturities. In the period under review, we also took out new long-term loans of ¥40.0 billion while repaying short-term loans of ¥25.0 billion, and thus we had at our disposal new loans up to the limit of ¥40.0 billion. Besides, we refinanced and partially repaid short-term borrowings. As a result, outstanding debt at the end of the fiscal period under review was ¥154.4 billion, of which ¥96.0 billion was short-term debt and ¥58.3 billion was long-term debt.

     The total balance outstanding on our first through sixth corporate bonds issued until the previous period was ¥100.0 billion as of the end of the period under review.

(4) Results and distributions

     For the fiscal period under review, operating revenue was ¥20,503 million, and operating income was ¥7,773 million, after deducting operating expenses such as fixed property tax, utilities charges, and asset management fees. Recurring profit was ¥5,897 million, and net income was ¥5,880 million.

     The distribution per unit will be ¥15,216. This represents 100% of the profit available for distribution at the end of the period under review, after disregarding amounts less than ¥1 per unit, and after applying the special taxation provisions (Article 67-15 of the Act on Special Measures Concerning Taxation) to adjust the maximum amount of profit for distribution to account for any for losses.

3. Changes in unitholders’ capital

There was no change in unitholders’ capital for the six months ended August 31, 2009. The outline of changes in unitholders’ capital for the previous periods was as follows:

      Fluctuation in market price of the investment securities:

The market price of the investment securities on Tokyo Stock Exchange REIT Market fluctuated during each fiscal period as follows:

(Yen)

4. Dividends

The Investment Corporation decided to distribute all amounts of distributable profit except for fractional distribution per unit less than one yen to achieve maximum deduction of dividends for income tax purposes under the Special Taxation Measures Law of Japan. As a result, dividend per unit amounted to ¥15,216 for the six months ended August 31, 2009.