(TRANSLATION)

ARTICLES OF INCORPORATIONofNOMURA REAL ESTATE OFFICE FUND, INC.

(TRANSLATION)

ARTICLES OF INCORPORATIONofNOMURA REAL ESTATE OFFICE FUND, INC. (Nomura Fudosan Office
Fund Toshi Hojin)

CHAPTER I
GENERAL PROVISIONS

Article 1.

(Trade Name)

The investment corporation shall be called Nomura Fudosan Office Fund Toshi Hojin, and in
English, Nomura Real Estate Office Fund, Inc. (the “Company”).

Article 2.

(Purpose)

The purpose of the Company shall be to manage assets in accordance with the Law
Concerning Investment Trusts and Investment Corporations (Law No. 198 of 1951 as
amended; the “Investment Trust Law”) through investment primarily in Specified Assets(here and hereafter, meaning the assets specified in the Investment Trust Law).

Article 3.

(Location of Head Office)

The Company shall have its head office in Shinjuku-ku, Tokyo.

Article 4.

(Method of Giving Public Notice)

Public notices of the Company shall be given in the Nihon Keizai Shimbun.

CHAPTER IIINVESTMENT UNITS

Article 5.

(Repayment for Units at the Request of Unitholders and Acquisition ofUnits through Agreement with Unitholders)

1.

The Company shall not make repayment for any unit at the request of unitholders.

2.

The Company shall be able to acquire its investment units for value through agreementwith unitholders.

Article 6.

(Total Number of Units Authorized to Be Issued by the Company)

1.

The total number of units authorized to be issued by the Company shall be 2 million
units.

2.

The ratio of the issue price of units issued and offered in Japan to the aggregate issue
price of units issued by the Company shall exceed 50%.

3.

The executive directors of the Company shall be entitled to additionally issue units,
upon obtaining an authorization of the Board of Directors, within the scope provided in
Paragraph 1. The issue price per unit of such additional issue shall be determined by
the Board of Directors as deemed as a fair price in light of the contents of the assets
owned by the Company (the “Investment Assets”).

Article 7.

(Unit Handling Regulations)

The registration of transfers of units in the unitholders’ list and other handling procedures
pertaining to units and fees therefor shall be governed by the Unit Handling Regulations
established by the Board of Directors, as well as by laws and regulations or these Articles ofIncorporation.

Article 8.

(Minimum Net Asset Amount to be Maintained at All Times by theCompany)

The minimum net asset amount that the Company shall maintain at all times shall be fifty
million (50,000,000) yen.

–2–

CHAPTER III
GENERAL MEETINGS OF UNITHOLDERS

Article 9.

(Holding and Convocation of Meetings)

1.

General meetings of unitholders shall be convened on July 5, 2017 or without delay
after that date and a general meeting of unitholders shall be convened every two years
thereafter on July 5 or without delay after that date.

2.

In addition to the case set forth in the preceding paragraph, general meetings ofunitholders shall be convened when necessary.

3.

General meetings of unitholders shall, unless otherwise stipulated by laws andregulations, be convened by the executive director if there is one executive director,
and if there are two or more executive directors, by one executive director inaccordance with the order previously determined by the Board of Directors.

4.

General meeting of unitholders shall be convened at the location of the Company’shead office or an adjacent site or in one of the wards of Tokyo in accordance with aresolution of the Board of Directors.

Article 10.

(Chairman)

The chairman of a general meeting of unitholders shall, when there is only one executive
director, be such executive director, and when there are two or more executive directors, be
one of such executive directors in accordance with an order previously determined by the
Board of Directors. If all of the executive directors are absent or is unable to so act, asupervisory director shall serve as chairman in accordance with the order previously
determined by the Board of Directors.

Article 11.

(Resolutions)

1.

Resolutions of a general meeting of unitholders shall, unless otherwise stipulated bylaws and regulations or these Articles of Incorporation, be adopted by a majority ofvoting rights of the unitholders in attendance at the general meeting of unitholders.

2.

A unitholder may exercise his/her voting rights by delegating such voting rights toanother unitholder who has voting rights as a proxy.

3.

In case of the preceding paragraph, a unitholder or the proxy shall submit a certificate
evidencing the status of the proxy for each general meeting of unitholders to theCompany.

–3–Article 12.

(Exercise of Voting Right in Writing, etc.)

1.

Exercise of voting right in writing shall require a statement of the necessary matters in
the document for the exercise of voting right and submission to the Company of the
document with the necessary matters stated by the time specified by laws andregulations.

2.

The number of voting rights exercised in writing shall be included in the number ofvoting rights of the unitholders in attendance.

3.

Exercise of voting right through electromagnetic methods shall require provision ofnecessary matters that should be stated in the document for the exercise of voting rightto the Company through electromagnetic methods, as prescribed by laws andregulations and with approval from the Company, by the time specified by laws andregulations.

4.

The number of voting rights exercised through electromagnetic methods shall be
included in the number of voting rights of the unitholders in attendance.

Article 13.

(Deemed Approval)

1.

Any unitholder who does not attend a general meeting of unitholders and does not
exercise his/her voting rights shall be deemed to be in favor of any proposal submitted
to such general meeting of unitholders (provided, however, that in cases where two or
more proposals are submitted and any such proposal is in conflict in its nature withanother proposal, both of such proposals shall be excluded from such deemed
approval).

2.

The number of voting rights owned by the unitholder deemed to be in favor of a
proposal in accordance with the preceding Paragraph shall be included in the numberof voting rights of the unitholders in attendance.

Article 14.

(Record Date, etc.)

1.

In cases where general meetings of unitholders are convened pursuant to the provisionsof Article 9, Paragraph 1, the Company shall determine the unitholders listed in thelatest unitholders’ list as of the last day of April 2017 and the last day of April of every
two years thereafter as the person who may exercise voting rights at relevant general
meeting of unitholders.

2.

The Company may determine unitholders listed in the latest unitholders’ list as of therecord date previously determined in a public notice by the Company in accordancewith laws and regulations through a resolution of the Board of Directors as the person
who may exercise voting rights at a general meeting of unitholders, when necessary.

3.

The minutes of a general meeting of unitholders shall be prepared, in accordance withlaws and regulations.
–4–CHAPTER IVEXECUTIVE DIRECTORS AND SUPERVISORY DIRECTORS

Article 15.

(Number of Executive Directors and Supervisory Directors)

The number of executive directors of the Company shall be no less than one and the numberof supervisory directors of the Company shall be no less than two (provided, however, thenumber of supervisory directors shall exceed the number of executive directors).

Article 16.

(Election and Term of Executive Directors and Supervisory Directors)

1.

Executive directors and supervisory directors shall be elected through a resolution
adopted by a general meeting of unitholders.

2.

The term of office of executive directors and supervisory directors shall be two years
after their respective assumption of office; provided, however, that this shall notpreclude the extending or shortening the term of office to the extent prescribed by laws
and regulations by resolution of a general meeting of unitholders. In addition, the termof office of any executive director or supervisory director elected to fill a vacancy or toincrease in number the executive directors or supervisory directors shall be the same as
the remaining term of office of his/her predecessor or of the other executive directors
or supervisory directors then in office.

3.

The period during which the resolution on the election of substitute directors (here andhereafter in this Paragraph, meaning executive directors and supervisory directors) tofill a vacancy will remain in force shall continue until the expiration of the term ofoffice of the directors to be substituted who were elected at the general meeting ofunitholders at which the aforementioned resolution was adopted (in cases where thedirectors were not elected at such general meeting of unitholders, then at the mostrecent general meeting of unitholders at which the directors were elected); provided,
however, that such period may be shortened by a resolution of the general meeting ofunitholders.

Article 17.

(Standards for Payment of Compensation for Executive Directors andSupervisory Directors)

Standards for the payment of compensation and the time of payment to the executive
directors and the supervisory directors shall be as follows:(1)

Compensation for an executive director shall be no more than 800,000 yen permonth, with the amount compensation to be determined by the Board of
Directors taking into account the levels of compensation of directors andStatutory Auditors performing similar work in similar positions for othercompanies and other legal persons, general economic trends, trends concerningcompensation, and other factors. Payment shall be made by the last day of each–5–month by remittance into a bank account designated by the relevant executive
director.
(2)

Compensation for a supervisory director shall be no more than 700,000 yen permonth, with the amount to be determined by the Board of Directors taking into
account the levels of compensation of directors and Statutory Auditors
performing similar work in similar positions for other companies and other legal
persons, general economic trends, trends concerning compensation, and otherfactors. Payment shall be made by the last day of the relevant month byremittance into a bank account designated by the relevant supervisory director.

CHAPTER V
BOARD OF DIRECTORS

Article 18.

(Board of Directors)

The Company shall establish a Board of Directors made up of executive directors andsupervisory directors.

Article 19.

(Convocation)

1.

In case the number of executive directors is one, such executive director shall, unlessotherwise stipulated by laws and regulations, convene a meeting of the Board of
Directors and act as chairman thereat. In case the number of executive directors is
two or more, one of the executive directors shall, unless otherwise stipulated by laws
and regulations, convene a meeting of the Board of Directors and act as chairman
thereat in accordance with the order previously determined by the Board of Directors.

2.

Notice of convocation of a meeting of the Board of Directors shall be given to all
executive directors and supervisory directors at least three days prior to the date set forsuch meeting; provided, however, that this convocation period may be shortened incase of emergency.

3.

A meeting of the Board of Directors may be held without the convocation procedures
upon the consent of all of the executive directors and supervisory directors.

Article 20.
1.

(Resolutions)

Resolutions of a meeting of the Board of Directors shall, unless otherwise stipulated bylaws and regulations or these Articles of Incorporation, be adopted by a majority ofvoting rights of the members in attendance at a meeting, at which more than one half(1/2) of the members then in office shall be present.

–6–

2.

Proceedings of meetings shall be recorded in the minutes in accordance with laws andregulations, and to which the executive directors and supervisory directors present atsuch meeting shall affix their names and seals or sign or digital sign.

Article 21.

(Rules for the Board of Directors)

Matters concerning the Board of Directors shall be governed by the Rules for the Board of
Directors resolved in a meeting of the Board of Directors in addition to the provisions
stipulated by laws and regulations or these Articles of Incorporation.

Article 21-2.

(Liability of Executive Directors, Supervisory Directors, and Independent
Auditors to the Company)

The Company may exempt executive directors, supervisory directors, and independent
auditors from liability to the Company in accordance with the Investment Trust Law by
resolution of the Board of Directors to the extent permitted by laws and regulations.

CHAPTER VI
INDEPENDENT AUDITOR

Article 22.

(Election of the Independent Auditor)

An independent auditor shall be elected through a resolution of the general meeting ofunitholders.

Article 23.

(Term of Office)1.

The term of office of the independent auditor shall expire at the conclusion of the first
general meeting of unitholders held after the fiscal period first occurring after the
expiration of one (1) year after his/her assumption of office.

2.

Unless otherwise resolved at the general meeting of unitholders referred to in theimmediately preceding paragraph, the independent auditor shall be deemed to be
re-elected at such meeting.

Article 24.

(Standards for Payment of Compensation for the Independent Auditor)–7–

The compensation amount to the independent auditor for each fiscal period subject to audit
shall be determined by the Board of Directors within a maximum amount of 20 million yen,and such amount shall be paid no later than three months after the final day of the relevant
fiscal period.

CHAPTER VII

ASSET MANAGEMENT OBJECTIVES AND POLICIESArticle 25.

(Basic Asset Management Policies)

The Company shall aim at managing its assets mainly as investment in real estate, leaseholdsof real estate, surface rights and the beneficial interests of trusts formed by entrustment of
only these assets out of Real Estate, etc. Assets (meaning the assets specified in the
Enforcement Ordinance of the Act Concerning Investment Trusts and Investment
Corporations), and manage them to secure stable earnings and steady growth in theInvestment Assets from the medium and long-term view.

Article 26.

(Investment Stance)

1.

When investing in Real-Estate Related Assets (here and hereafter, a collective
designation of Real Estate, etc. (here and hereafter, the assets specified in Article 27,
Paragraph 1, Items (1) or (2)) and Real Estate-Backed Securities (here and hereafter,
the assets specified in Article 27, Paragraph 1, Item (3)), the Company shall invest in
assets composed of or backed by real estate (here and hereinafter in this Article,
including surface rights and leasehold rights of real estate) used primarily as offices(here and hereafter, including real estate used for purposes other than offices that caneasily be converted to office use; if such real estate consists of land, surface rights, orland leasehold rights, then this shall mean the sites of buildings used for office use);
provided, however, that if the Company is to acquire all or part of Real Estate-Related
Assets composed of or backed by facilities comprising multiple properties developed
as a single unit (“Compound Real Estate-Related Assets”), the Company may acquire
all of such Real Estate-Related Asset in question only if the primary use of the realestate comprising or backing the Compound Real Estate-Related Assets to be acquired
is for offices. Further, the investment territory shall be, in addition to the three major
metropolitan areas, primarily ordinance-designated cities.

2.

When investing in Real Estate-Related Assets, the Company shall regionally distributeacquired Investment Assets to secure stable cash flows by mitigating earthquake risks,
risks associated with changes in local economies and rental markets.

3.

In principle, the Company shall acquire Real Estate-Related Assets that are actually or
can be expected to generate stable rental or other similar income (in the case of Real
Estate Equivalents (a collective designation for the assets specified in Article 27,–8–Paragraph 1, Item (2)) and Real Estate-Backed Securities, the Real Estate, etc. backing
such assets shall in principle satisfy this condition).
4.

When investing in Real Estate-Related Assets, the Company shall make comprehensive
determinations of the current and future profitability of the real estate comprising orbacking such Real Estate-Related Assets, the future potential and stability of the sitearea, the status of deterioration and obsolescence of the real estate, and thecharacteristics of tenants and the content of lease agreements, and shall make decisions
following an examination of the investment value.

5.

The Company shall, from the medium and long-term view, seek to maintain and raise
the asset value and competitiveness of the Real Estate-Related Assets which theCompany acquired by engaging in continuous equipment investment in the real estatecomprising or backing such Real Estate-Related Assets and to achieve stable growth inoperating income by increasing revenues and reducing expenses.

6.

The Company shall make comprehensive determinations concerning the sale of Real
Estate-Related Assets which the Company acquired taking into consideration thecurrent and future profitability of the real estate comprising or backing such Real
Estate-Related Assets, the future potential and stability of the site area, the status ofdeterioration and obsolescence of the real estate, the characteristics of tenants and thecontent of lease agreements, and the composition of the Company’s Investment Assets.

7.

Notwithstanding the provisions of preceding paragraph, if any unexpected event suchas a sudden change of market condition trends, general economic conditions or realestate market trend, etc. occurs, the Company may take measures necessary.

8.

The Company shall maintain the ratio of the aggregate value of the specified real estate(the real estate, leaseholds of real estate or surface rights, or the beneficial interests oftrusts formed by entrustment of ownership rights of real estate, leaseholds of land or
surface rights) to the aggregate value of the specified assets held by the Company at
not less than 75%.

Article 27.
1.

(Types, Objectives and Extent of Assets Targeted for Asset Management)

The Company shall invest in the specified assets set forth below in accordance with thebasic policies provided for in Article 25:(1)

Real estate.

(2)

Each of the assets set forth below:(i)Leaseholds of real estate;(ii)

Surface rights;(iii)

Beneficial interests of trusts formed by entrustment of real estate,leaseholds of real estate or surface rights (including comprehensive trusts(hokatsu shintaku) formed by entrustment of real estate, together withmoney appertaining thereto);
–9–

(3)

(iv)

Beneficial interests of money trusts the purpose of which is to invest thetrust properties mainly in real estate, leaseholds of real estate or surface
rights;(v)

Equity interests in such agreements as shall provide that, in considerationof contribution of either of the parties in order to finance an investmentby the other party in (a) the real estate or (b) the assets set forth in (i)through (iv) above, such other party shall invest the properties so
contributed in such assets mainly and make distribution of profits fromsuch investment (the “equity interests in anonymous associations(tokumei kumiai) relating to real estate”); and(vi)

Beneficial interests of money trusts the purpose of which is to invest thetrust properties mainly in equity interests in anonymous associations
relating to real estate.

The following certificates invested primarily in Real Estate, etc. (including rightsthat should be stated on the certificates in cases where certificates stating suchrights have not been issued, and collectively referred to as the “RealEstate-Backed Securities”):(vii)

Preferred capital contribution certificates (as defined in the Law
Concerning Securitization of Assets (Law No. 105 of 1998, as amended;
the “Asset Securitization Law”));(viii) Beneficial certificates (beneficial certificates defined in the Investment
Trust Law);

2.

(ix)

Investment unit certificates (investment unit certificates defined in theInvestment Trust Law); and(x)Beneficial certificates of specified purpose trust (beneficial certificates ofsuch specified purpose trust in the Asset Securitization Law (excluding
such falling under the category of the assets set forth in (iii), (iv) or (vi)of (2) above)).

The Company may invest in the following specified assets, in addition to the specified
assets set forth in the immediately preceding Paragraph, including rights that should bestated on the certificates in cases where certificates stating such rights have not been
issued:(1)

The specified assets falling under any of the following Items:(i)

Deposits;(ii)

Government bonds (as defined in the Financial Instruments and Exchange
Law (Law No. 25 of 1948, as amended));(iii)

Municipal bonds (as defined in the Financial Instruments and Exchange
Law);– 10 –

(iv)Bonds issued by a juridical person pursuant to a special law (as defined
the Financial Instruments and Exchange Law);(v)

Transferable deposits;(vi)

Stocks (as defined the Financial Instruments and Exchange Law; limited,
however, to those cases where necessary or beneficial to the basic
policies on asset investment specified in Article 25 of these Articles ofIncorporation);(vii)

Commercial papers (as defined in the Financial Instruments andExchange Law);(viii) Specified bonds provided for in the Asset Securitization Law (as definedin the Asset Securitization Law);

3.

(ix)

Monetary receivables (as defined in the Investment Trust Law
Enforcement Order; Order No. 480 of 2000, as amended; the “Investment
Trust Law Enforcement Order”);(x)Beneficial interests of money trusts the purpose of which is to invest thetrust properties mainly in the assets set forth in (i) through (ix) above; and(xi)Marketable securities (marketable securities defined in the Investment
Trust Law; excluding those assets specified in Paragraph 1 and thisParagraph that are deemed as marketable securities.)(2)

Rights relating to a derivative transaction (as defined in the Investment Trust
Law Enforcement Order).

(3)

Facilities generating renewable energy (as defined in the Investment Trust Act
Enforcement Order).

The Company may acquire the following rights only when such acquisition isnecessary or beneficial to the basic policies on asset investment specified in Article 25of these Articles of Incorporation:(1)

Trademarks and trademark equivalents (i.e., trademarks and exclusive or
standard trademark use rights) under the Trademark Law (Law No. 127 of 1959,
as amended);(2)

Copyrights as defined in the Copyright Law (Law No. 48 of 1970, as amended);(3)

Movables (of those movables specified in the Civil Code (Law No. 89 of 1896,
as amended), facilities, fixtures, and other items attached to the real estate
constructional or for the use of real estate) ; excluding those that fall under
Facilities generating renewable energy);– 11 –

4.

(4)

Rights to use the source of hot springs provided for in the Hot Spring Law (Law
No. 125 of 1948, as amended) and the facilities relating to such hot springs;(5)

Carbon dioxide equivalent quotas as defined in the Act on Promotion of Global
Warming Countermeasures (Law No. 117 of 1998, as amended) and any otherrights similar thereto or emission rights (including emission rights regarding
greenhouse gases); and(6)

Other assets accessory to specified real estate acquisition of which in conjunction
with the acquisition of such real estate is appropriate.

In addition to the assets specified in the preceding three paragraphs, notwithstanding
the other provisions of this article, the Company may acquire, other than assets owned
for investment purposes, assets such as trademarks relating to the Company’s tradename and assets owned in conjunction with the operation of other organizations.

Article 28.

(Investment Restrictions)

1.

The Company shall not seek to invest aggressively in securities and monetary
receivables, etc. set forth in Paragraph 2, Item (1) of the immediately preceding Article,
but rather make an investment taking into consideration the security and cash ability
thereof or the relationship thereof with the specified assets set forth in Paragraph 1 of
the immediately preceding Article.

2.

The Company may invest in rights relating to a financial derivative transaction set forthin Paragraph 2, Item (2) of the immediately preceding Article; provided, however, thatsuch investment shall be limited to those to be made for the purpose of hedging aninterest rate risk or other risks arising from the Company’s liabilities.

3.

The Company may not invest in real estate (including investment securities, thebeneficial interests of trusts, and other assets backed by real estate acquired by theCompany) that is located outside of Japan.

4.

The Company may not invest in assets denominated in a foreign currency.

Article 29.

(Reinvestment of Income)

The Company may reinvest proceeds from the sale of Investment Assets, proceeds from theredemption of marketable securities, interest, distributions relating to equity interest inanonymous associations, real estate rental income and other income, and security deposits
and guaranty monies.

– 12 –

Article 30.

(Objectives and Extent of Leasing of Incorporated Assets)

1.

The Company shall, in principle, lease all of the real estate (including, other than thereal estate acquired by the Company, the real estate which is the backed assets of theReal Estate-Related Assets) belonging to the Investment Assets in order to obtainstable earnings therefrom from the medium and long-term view (including the creationof car parks and the placement of signboards, etc.).

2.

When leasing real estate as provided for in the preceding Paragraph, the Company may
receive or make a deposit of security deposits or guaranty monies or any money similar
thereto, and if such money is deposited with the Company, the Company shall invest
such money in accordance with its basic asset management policies and investment
attitude.

3.

The Company may not lease any Investment Assets other than the real estate (including,other than the real estate acquired by the Company, the real estate which is the backed
assets of the Real Estate-Related Assets) and Facilities generating renewable energy
and movables belonging to the Investment Assets.

Article 31.

(Principle of Appraisal of Assets)

1.

The Company shall conduct an appraisal of the Investment Assets carefully andfaithfully for the benefit of the unitholders.

2.

The Company shall, when conducting an appraisal of the Investment Assets, makeeffort to ensure the reliability of the appraisal.

3.

The Company shall conduct an appraisal of the Investment Assets in conformity withthe principle of consistency.

Article 32.
1.

(Methods, Standards and Calculation Date of Appraisal of Assets)

The method of the appraisal of assets of the Company with respect to each type of theInvestment Assets shall be set forth as follows:(1)

Real estate, leaseholds of real estate and surface rights (as defined in Article 27,
Paragraph 1, Item (1) and Article 27, Paragraph 1, Item (2), (i) or (ii)):
Appraisal shall be made at the value obtained by deducting the accumulated
depreciation from the acquisition price. The straight-line method shall be
adopted as the method of calculation of depreciation for both of the building andfacilities; provided, however, that any other method may be used if the selected
method ceases to be suitable for a good reason and that the adoption of suchother method is reasonably deemed to cause no problem in terms of protection of
investors.

– 13 –

(2)Beneficial interests of trusts formed by entrustment of real estate, leaseholds ofreal estate or surface rights (as defined in Article 27, Paragraph 1, Item (2), (iii)):
Appraisal shall be made at the value calculated as to the amount equivalent to theCompany’s share in the relevant beneficial interests, after aggregating theamount of the trust properties appraised by the method as provided for in (1)above, if such properties fall under the category of the assets set forth in (1)above, and, if such properties are financial assets, the amount thereof appraisedin accordance with generally accepted corporate accounting principles, anddeducting from the sum thereof the amount of liabilities.

(3)

Beneficial interests of money trusts the purpose of which is to invest the trust
properties mainly in real estate, leaseholds of real estate or surface rights (asdefined in Article 27, Paragraph 1, Item (2), (iv)):
Appraisal shall be made at the value calculated as to the amount equivalent to theCompany’s share in the relevant beneficial interests, after aggregating theamount of the component assets of the trust properties appraised by the method
as provided for in (1) above, if such component assets fall under the category of
the assets set forth in (1) above, and, if such component assets are financial
assets, the amount thereof appraised in accordance with generally accepted
corporate accounting principles, and deducting from the sum thereof the amountof liabilities.

(4)

Equity interests in anonymous associations relating to real estate (as defined in
Article 27, Paragraph 1, Item (2), (v)):
Appraisal shall be made at the value calculated as to the amount equivalent to therelevant Company’s equity interests, after aggregating the amount of thecomponent assets of the equity interests in anonymous associations appraised by
the relevant method provided for in (1) through (3) above, if such component
assets fall under the category of any of the assets set forth in (1) through (3)above, and, if such component assets are financial assets, the amount thereof
appraised in accordance with generally accepted corporate accounting principles,and deducting from the sum thereof the amount of liabilities.

(5)

Beneficial interests of money trusts the purpose of which is to invest the trust
properties mainly in equity interests in anonymous associations relating to realestate (as defined in Article 27, Paragraph 1, Item (2), (vi)):
Appraisal shall be made at the value calculated as to the amount equivalent to theCompany’s share in the relevant beneficial interests, after aggregating theamount of the equity interests in anonymous associations, which is the trust
property, appraised by the method as provided for in (4) above, and deductingfrom the sum thereof the amount of liabilities.

(6)

Securities (as defined in Article 27, Paragraph 1, Item (3) and Article 27,
Paragraph 2, Item (1), (ii) through (iv), (vi) through (viii) and (xi):Appraisal shall be made at the value calculated based on the final publicly
announced price or the value calculated using a reasonable method
corresponding to this; provided, however if there is no value calculated based on– 14 –

the final publicly announced price or a value calculated using a reasonable
method corresponding to this, appraisal shall be made at the acquisition price.
(7)

Monetary receivables (as defined in Article 27, Paragraph 2, Item (1), (ix)):
Appraisal shall be made at the amount obtained by deducting the allowance for
doubtful accounts from the acquisition price; provided, however, that in the caseof monetary receivables obtained under par or above par where the difference
between the acquisition price thereof and the claim amount is deemed to be of
the nature of adjustment of interest, appraisal shall be made at the amountobtained by deducting the allowance for doubtful accounts from the value
calculated by the amortized cost method.

(8)

Beneficial interests of money trusts (as defined in Article 27, Paragraph 2, Item(1), (x)):
Appraisal shall be made at the aggregate value of the amount of the component
assets of the trust properties appraised by the relevant method set forth in (6), (7)or (10) above, if such component assets fall under the category of any of theassets set forth in (6), (7) or (10) above.

(9)

Rights relating to a derivative transaction (as defined in Article 27, Paragraph 2,
Item (2)):(i)

Debts and credits arising from the listed derivative transactions:Appraisal shall be made at the value calculated based upon the final price(the closing price; provided, however, that if there is no such closing
price, the quotation price (the minimum offered quotation price or the
maximum bid quotation price, or if both of them are quoted, the mean
price thereof)) at the relevant exchange as of the calculation date;provided, however, if there is no such final price as of the calculation date,appraisal shall be made at the value calculated based upon the latest final
price prior to the calculation date.

(ii)

Debts and credits arising from non-listed derivative transactions:Appraisal shall be made at the value calculated by a reasonable method as
equivalent to a market price. If it is found to be extremely difficult toobtain a fairly appraised price, the acquisition price may be used.

(iii)

Hedge accounting may be applicable to those transactions deemed ashedge transactions under generally accepted corporate accounting
principles. Also, notwithstanding the provisions of (i) and (ii) above,
special handling for interest rate swaps may be applied to thosetransactions that satisfy the requirements for special interest rate swap
handling under the financial instruments accounting standards.

(10) Others:
Any item other than those provided for above shall be appraised at the value
appraised pursuant to the appraisal regulations of the Investment Trusts– 15 –

Association, Japan or in accordance with generally accepted corporate
accounting principles.
2.

If appraisal is made in any method other than those provided for in the immediately
preceding Paragraph with an aim to state the appraised price in the Asset Management
Report, etc., appraisal shall be made as follows:(1)

Real estate, leaseholds of real estate and surface rights:
In principle, appraisal shall be made at the value calculated using the income
approach.

(2)

Beneficial interests of trusts formed by entrustment of real estate, surface rights
or leaseholds of real estate and equity interests in anonymous associations
relating to real estate:
Appraisal shall be made at the value calculated as the amount equivalent to therelevant Company’s equity interests or the Company’s share in the relevant
beneficial interests, after aggregating the amount of the component assets of thetrust properties or the equity interests in anonymous associations appraised by
the method as provided for in (1) above, if such component assets fall under the
category of any of the assets set forth in (1) above, and, if such component assets
are financial assets, the amount thereof appraised in accordance with generally
accepted corporate accounting principles, and deducting from the sum thereof
the amount of liabilities.

(3)

Interests in derivative transactions (when the special handling for interest rate
swaps is adopted pursuant to Paragraph 1, Item (9) (iii)):
Appraisal shall be made at the value specified in Paragraph 1, Item (9) (i) or (ii).

3.

The calculation date of appraisal of assets shall be the Settlement Date provided for in
the immediately following Article; provided, however, that in the case of the assets
provided for in Article 27, Paragraph 1, Item (3) and Paragraph 2, which may beappraised by the market price thereof, the calculation date thereof shall be the last dayof each month.

Article 33.

(Fiscal Period)

The fiscal period of the Company shall commence on May 1 of each year and end on the last
day of October of the same year, and commence on November 1 of each year and end on thelast day of April of the following year (the last day of each fiscal period shall be referred to as
the “Settlement Date”).

Article 34.
1.

(Cash Distribution Policies)

Distribution Policies– 16 –

The Company shall make distributions in accordance with the following investment
policies:2.

(1)

Distributable amounts arising from investment of the Company’s Investment
Assets (the “Distributable Amount”) shall be income calculated on each
Settlement Date in accordance with the Investment Trust Law and generally
accepted corporate accounting principles (being the amount calculated bydeducting the total amount of the aggregate contribution amount, the surplus
contribution amount, and valuation and conversion differences from the net
assets shown in the balance sheet of the Company as of each Settlement Date).

(2)

Distribution amounts shall be determined by the Company and such distribution
amounts shall exceed 90% of the earnings available for distribution of theCompany (in case of change in the calculation method of such amount due toamendment to laws and regulations etc., the amount as amended) as provided forin Article 67-15, Item (1) of the Special Taxation Measures Law (Law No. 26 of
1957, as amended) (provided however, the Distributable Amounts is the upper
limit.). The Company may accumulate reserves from the Distributable Amountthat are deemed to be necessary for maintaining its Investment Assets or
improving the value thereof such as the long-term reserve for maintenance,
payment reserve, reserve for distribution, and other similar reserves andaccounts.

(3)

Any amount of income or earned income through the Settlement Date that is notapplied to the distribution and retained shall be invested under the basic
investment policies and investment stance of the Company.

Distributions in Excess of Income
If the Company deems it appropriate depending on the economic circumstances or thetrend of the real-estate market or the rental market, etc. or is possible to suppress theaccrual of incomes tax, etc. for the Company, the Company may distribute an amountin excess of the Distributable Income Amount equal to the amount of the distribution
specified in Item (2) of the preceding paragraph plus an amount to be determined by
the Company up to the amount stipulated by the regulations of the Investment Trusts
Association, Japan.

3.

Method of distribution of dividends
The dividends specified in Paragraphs 1 and 2 shall be distributed in cash within threemonths in principle after such Settlement Date to the unitholders or registered pledgees
whose names appear or are recorded as such on the last unitholders list as of theSettlement Date, in proportion to the respective number of units held by such
unitholders.

4.

Statute of Limitation for dividends
In case the dividends specified in Paragraphs 1 and 2 are unclaimed for a period of
three (3) full years after the date on which such dividends first become payable, theCompany shall be discharged from its payment obligation thereof. Any dividends
remaining unpaid shall bear no interest.

– 17 –

Article 35.

(Maximum Amount of Borrowings and Investment Corporation Bonds, etc.)

1.

Aiming for a steady growth in, and an efficient and stable management of theInvestment Assets, the Company may borrow funds (including any borrowings throughthe call market) or issue investment corporation bonds in order to finance acquisition ofassets, payment of maintenance expenses or dividends, funds required to manage theCompany, and repayment of liabilities (including repayment of obligations of or under
security deposits, guaranty monies, borrowings and investment corporation bonds (hereand hereafter, including the short-term investment corporation bonds )), etc. In
addition, in case of borrowing funds, the Company shall borrow such funds only fromthe qualified institutional investors as defined in the Financial Instruments andExchange Law (limited to the institutional investor provided for in Article 67-15 of theSpecial Taxation Measures Law).

2.

In case of the preceding paragraph, the Company may provide the Investment Assets as
security.

3.

The maximum amount of borrowings and investment corporation bonds shall be 1
trillion yen, respectively, and the aggregate thereof shall not exceed 1 trillion yen.

Article 36.

(Standards concerning Amount of Asset Management Fees and Payment of
Asset Management Fees Payable to the Asset Management Company)

The method of calculation of fees payable to the asset management company (the “AssetManagement Company” as defined in the Investment Trust Law) to which the Company
commissions the management of its assets and the time of payment thereof shall be as
follows:(1)

Management Fee 1
Management Fee 1 shall be the amount calculated by multiplying (a) the total
assets of the Company determined by the method specified below by (b) 0.35%
per annum for the period from the day after the Company’s immediately
preceding Settlement Date until the last day of the third month following(“Calculation Period 1”) and for the period from the day after the final day of
Calculation Period 1 until the next Settlement Date (“Calculation Period 2”) (prorata daily amounts shall be calculated on the basis of 365 days per year; amounts
less than one yen shall be rounded down).
Total Assets in Calculation Period 1
The total amount of assets indicated on the Company’s balance sheet as of theSettlement Date of the Company’s immediately preceding Fiscal Period (limited
to the balance sheet approved at the meeting of the Board of Directors inaccordance with the Investment Trust Law).
Total Assets in Calculation Period 2
The total amount of assets indicated in Calculation Period 1, plus or minus
difference of the total acquisition value of acquired specified assets indicated on
the trial sector balance sheet as of the last day of Calculation Period 1 and thetotal book value of the disposed specified assets indicated on the Company’s– 18 –

balance sheet as of the Settlement Date of the Company’s immediately preceding
Fiscal Period (limited to the balance sheet approved at the meeting of the Boardof Directors in accordance with the Investment Trust Law) if the Company
acquired or disposed of specified assets as specified in Article 27, Paragraph 1
during Calculation Period 1.
Fees for Calculation Period 1 shall be paid by the last day of Calculation Period
1 and fees for Calculation Period 2 shall be paid by the last day of Calculation
Period 2.
(2)

Management Fee 2
Management fee 2 shall be an amount equivalent to 5.0% of the operating cash
flows (the amount of ordinary income/loss on the Company’s Statement of
Income for the relevant fiscal period prior to deduction of Management Fee II
and Management Fee III plus depreciation and deferred asset depreciation minus
gains/losses on the sale of specified assets and appraisal income/loss (excluding
those items recorded in the extraordinary income/loss section); “Cash Flows”)
for the relevant fiscal period (amounts less than one yen to be rounded down).
Such compensation shall be payable within one month after the Company’s
Board of Directors approves (meaning approval at the meeting of the Board of
Directors in accordance with the Investment Trust Law) the financial statements
for the relevant fiscal period.

(3)

Management Fee 3(a) If Cash Flows per investment unit of the Company for the relevant fiscal
period are the same or higher than the amount for the preceding fiscal period forsix consecutive fiscal periods (here and hereafter, including the current fiscal
period) and Cash Flows per investment unit for the relevant fiscal period are
higher than in the previous fiscal period, the amount calculated according to thefollowing formula shall be paid (amounts less than one yen shall be roundeddown).
Formula(Cash Flows per investment unit of the Company on the Settlement Date for the
relevant fiscal period minus Cash Flows per investment unit of the Company on
the Settlement Date for the previous fiscal period) times the total number ofinvestment units issued as of the Settlement Date for the relevant fiscal period
times 30.0%.
(b) If the conditions in (a) above are not satisfied but Cash Flows per investment
unit of the Company for the relevant fiscal period are higher than the average
Cash Flows of the six preceding fiscal periods and Cash Flows per investment
unit for the relevant fiscal period are higher than the amount for the preceding
fiscal period, the amount calculated according to the following formula shall be
paid (amounts less than one yen shall be rounded down).
Formula(Cash Flows per investment unit of the Company for on the Settlement Date therelevant fiscal period minus average Cash Flows per investment unit for theprevious six fiscal period including the current fiscal period) times the total– 19 –

number of investment units issued as of the Settlement Date for the relevant
fiscal period times 30.0%.
Cash flows per investment unit shall be Cash Flows divided by the total numberof investment units issued and outstanding on the Settlement Date of each fiscal
period.
The payment periods for Management Fees 3 for both (a) and (b) above shall bewithin one month of approval (meaning approval at the meeting of the Board of
Directors in accordance with the Investment Trust Law) of the financial
statements for the relevant fiscal period by the Company’s Board of Directors.

Article 37.

(Attribution of Profit and Loss)Any and all profit and loss arising from the management of the Company’s Investment
Assets by the Asset Management Company shall be attributable to the Company.

CHAPTER VIIICOMMISSION OF BUSINESS AND ADMINISTRATIVE SERVICES

Article 38.

(Commission of Business and Administrative Services)

1.

The Company shall, in accordance with the Investment Trust Law, commission the
management of its assets to the Asset Management Company, and the custody thereof
to the custodian of assets.

2.

The Company shall commission any administrative services, excluding services
relating to the management and custody of its assets, regulated to be commissioned to athird party in accordance with the Investment Trust Law and the Enforcement
Regulations of the Law Concerning Investment Trusts and Investment Corporations toa third party.

Supplementary Provisions
Adopted:Amended:August 5, 2003
October 23, 2003
July 26, 2005
July 23, 2007
July 27, 2009
July 28, 2011
July 26, 2013
July 30, 2015
– 20 –