Healthcare & Medical Investment Corporation

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Structure

Structure

Structure

Function Name Details of Related Work
Investment Corporation Healthcare & Medical
Investment Corporation		 The investment corporation invests primarily in real estate-related assets. In particular, the main focus of investments is in facilities and housing for the elderly and medical service-related facilities, etc.
Asset Management
Company		 Healthcare Asset Management
Co., Ltd.		 The investment corporation entrusts Healthcare Asset Management Co., Ltd. with duties related to the management of its portfolio properties.
(Fiduciary duties)
a. Duties related to the management of its portfolio properties (“property management duties”)
b. Duties related to financing by the investment corporation
c. Duties related to reporting or notification to the investment corporation, or reporting or notification to the other parties on its behalf with respect to the status or other matters of properties
d. Duties related to investment planning for portfolio properties
e. Other duties that the investment corporation entrusts as required
f. All duties accompanying or related to any of the above
Asset Custody
Company		 Sumitomo Mitsui Trust Bank, Limited The investment corporation entrusts Sumitomo Mitsui Trust Bank, Limited with duties related to the custody of its assets.
(Fiduciary duties)
a. Custody of assets
b. Management of accounts
c. All duties accompanying or related to any of the above
Administrator of
the Investors’
Registry, etc.		 Sumitomo Mitsui Trust Bank, Limited The investment corporation entrusts Sumitomo Mitsui Trust Bank, Limited with duties related to administrative matters.
(Fiduciary duties)
a. Preparation, management and maintenance of documents related to the investors’ registry, etc. (the “investors’ registry, etc.”).
b. Recording of investors’ registry, etc. matters, such as investors and the registered pledgees of investment equity, or their agents (the “investors, etc.”) into the investors’ registry, and administration related to checking the investors registry, etc. against the number of book-entry investment units that should be recorded in the book entry account register.
c. Administration of the records and changes of addresses and names of investors, etc.
d. Administration of receipt of notifications submitted by investors, etc., and receipt of investors’ requests related to the exercising of rights, as well as receipt of other notices from investors.
e. Administration of mailing investors’ meeting convocation notifications, resolutions notifications, associated investors’ meeting reference documents, etc. and other mailings, as well as management of return histories.
f. Administration of preparation, acceptance and aggregation of voting forms.
g. Administration of calculation and payment of cash distributions (“cash distributions”).
h. Administration of finalizing distribution amounts following the payment period at the distribution payment administrative bank, etc., and administration of payment.
i. Administration of viewing and copying of the investors’ registry, etc., as well as issuance of certificates.
j. Administration of issuance of investment securities
k. Administration of preparation of materials related to submissions or reports about investment units to various statistical agencies, government agencies, financial instrument exchanges, etc.
l. Extraordinary administration of administrative matters related to investment unit mergers, investment unit splits, issuance and mergers of offered investment units, etc.
m. Administration of mailing notices, demand letters and reports to investors, etc.
n. Administration of organization and storage of documents, which belong to the investment corporation, used for processing entrusted affairs
o. Matters related to receipt of investors’ notifications and exchanging information with other book-entry institutions (book-entry institutions stipulated in Article 2, Paragraph 2 of the Act on Book-Entry of Company Bonds, Shares, etc. Same hereinafter)
p. Response to inquiries regarding a. through o. above
q. Agency payment of revenue stamp tax, etc. related to the entrusted operations noted in a. through o. above.
r. Administrative duties accompanying the matters noted in a. through o. above.
s. In addition to the matters noted in a. through r. above, all matters decided based on discussions between the investment corporation and the administrator of the investors’ registry, etc.
Administrative Agent
(provided service
related to calculations,
accounting works
and tax payments)		 Sumitomo Mitsui Trust Bank, Limited The investment corporation entrusts Sumitomo Mitsui Trust Bank, Limited with duties related to administrative matters.
(Fiduciary duties)
a. Administration of calculations
b. Administration of accounting books and records
c. Administration of tax payments
d. All administrative matters accompanying or related to any of the above
Administrative Agent
（provided service
related to operation
of administrative
organizations） 		Healthcare Asset Management
Co., Ltd.		 The investment corporation entrusts Healthcare Asset Management Co., Ltd. with duties related to administrative matters.
(Fiduciary duties)
a. Services related to operation of the administrative organizations (board of directors and investors’ meeting) (except for services related to mailing documents relating to investors’ meeting, receiving and counting the voting forms)
b. All administrative matter accompanying or related to any of the above
Administrative Agent
(Administrative Agent
Related to Investment
Corporation Bonds)		 Sumitomo Mitsui Trust Bank, Ltd. The investment corporation entrusts Sumitomo Mitsui Trust Bank, Limited with duties related to administrative matters.
(Fiduciary duties)
a. Administration of the preparation and maintenance of investment corporation bond registry and other services related to investment corporation bond registry.
b. Administration of the issuance of investment corporation bonds.
c. Administration of the payment of interest and the redemption of principal to investment corporation bondholders.
d. Administration of the receiving of requests to exercise rights and other notifications from investment corporation bondholders.
Accounting Auditor PricewaterhouseCoopers Japan LLC The investment corporation entrusts PricewaterhouseCoopers Aarata LLC with the auditing of its accounting.
Major Sponsors Sumitomo Mitsui Banking Corporation
SHIP HEALTHCARE HOLDINGS, INC.
NEC Capital Solutions Limited		 The asset management company has concluded the sponsor support agreements with the said companies, which are shareholders of the asset management company.

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