Governance Corporate Governance
Management Structure for Samty Residential
Samty Residential’s asset management is entrusted to Samty Asset Management Co., Ltd., commonly referred to as the Asset Management Company. The Asset Management Company's organizational structure is as follows.
Management Fee Structure
The fees paid by Samty Residential to the Asset Management Company consist of Management Fee I, Management Fee II, Acquisition Fee, Disposition Fee, and Merger Fee.
| Management Fee I | Total assets at end of immediately preceding fiscal period × 0.45% (per annum) |
|---|---|
| Management Fee II | (Amount available for distribution at end of fiscal period under review × 5.0%) × (Total assets at end of immediately preceding fiscal period - 50 billion yen) / Total assets at end of immediately preceding fiscal period (Note 1) |
| Acquisition Fee | Acquisition price × 1.0% (Note 2) |
| Disposition Fee | Disposition price × 0.5% |
| Merger Fee | Appraisal value as of the effective date of the merger of those of which are succeeded or held by the corporation incorporated in the consolidation-type merger or the corporation surviving the absorption-type merger × 1.0% (upper limit) |
(Note 1)The amount shall be 0 if the amount of total assets as stated on the balance sheet as of the immediately preceding fiscal period end after deducting 50 billion yen is a negative value.
“Amount available for distribution” shall be the amount of net income before income taxes prior to deduction of Management Fee II for the business period that is calculated in accordance with business accounting standards and other business accounting practices generally accepted as fair and appropriate (excluding gain on bargain purchase), after compensating for loss carried forward, if any.
(Note 2)If the acquired asset is trust beneficiary interest and is acquired from a party other than an interested party, Acquisition Fee shall be the sum of (i) The amount obtained when the amount of the maximum amount of remuneration provided in Article 46 of the Real Estate Brokerage Act (Act No. 176 of 1952, as amended) (excluding consumption tax and local consumption tax) after subtracting the brokerage fee for the trust beneficiary interest is multiplied by 0.5 (rounded down to the nearest yen), and (ii) 1.0% of the acquisition price of the trust beneficiary interest.
Investment Unit Ownership Program
This program is intended for the officers and employees of Samty Co., Ltd. and Samty Asset Management Co., Ltd. to raise their awareness of the business performance of Samty Residential and to enhance unitholder value over the medium to long term by aligning their interests with the unitholders of Samty Residential through the program.
Same-boat Investment by Samty Co., Ltd., the Main Sponsor
In order to align the interests of the unitholders and the sponsors, Samty Residential has a support agreement with the main sponsor providing verification with Samty Residential and the Asset Management Company of the main sponsor’s intent to sincerely consider acquiring part of the investment units to be newly issued by Samty Residential in the event thereof and intent to continue holding the investment units it holds in Samty Residential, if any, unless there are special circumstances.
Number of units held by Samty, please refer to "Capital and Major Unitholders".