Disclaimer
This document has been prepared solely for the purpose of providing U.K. and Dutch investors
with certain information under Article 23 of the European Alternative Investment Fund Managers
Directive (European Directive 2011/61/EU) (the “AIFMD”) as implemented in their respective
jurisdictions. Accordingly, you should not use this document for any other purpose.
Prohibition of Sales to EEA Retail Investors
In addition to the restrictions under the AIFMD, the units of MIRAI Corporation (“MIRAI” or the“AIF”) are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area(the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) aretail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (the“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II,
including any client, beneficiary, principal, or similar of any person acting as a trustee, agent,
nominee, or similar; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as
amended (the “Prospectus Regulation”). Consequently no key information document has been
prepared required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”), for offering or
selling the units of MIRAI or otherwise making them available to retail investors in the EEA.
Therefore offering or selling the units of MIRAI, or otherwise making them available, to any retailinvestor in the EEA may be unlawful under the PRIIPs Regulation.
Prohibition of Sales to UK Retail Investors
In addition to the restrictions under the AIFMD, as retained by the United Kingdom in its domestic
laws, the units of MIRAI are not intended to be offered, sold or otherwise made available to andshould not be offered, sold or otherwise made available to any retail investor in the United
Kingdom. For these purposes of this provision, a “retail investor” means a person who is one (ormore) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”);or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act
2000 (“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU)2016/97, where that customer would not qualify as a professional client, as defined in point (8)of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129, as it
forms part of domestic law by virtue of the EUWA; and the expression “offer” includes thecommunication in any form and by any means of sufficient information on the terms of the offer
and the units to be offered so as to enable an investor to decide to purchase or subscribe theinternational units. Consequently no key information document required by Regulation (EU) No
1286/2014, as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”),
for offering or selling the units or otherwise making them available to retail investors in the
United Kingdom has been prepared and therefore offering or selling the units or otherwise
1

making them available to any retail investor in the United Kingdom may be unlawful under the
UK PRIIPs Regulation.

United Kingdom
The units of MIRAI are being marketed in the United Kingdom pursuant to Article 59 of the United
Kingdom Alternative Investment Fund Managers Regulations 2013. In accordance with thisprovision, Mitsui Bussan & IDERA Partners Co., Ltd. (the “AIFM”) has notified the Financial
Conduct Authority (the “FCA”) of its intention to offer these units in the United Kingdom. For the
purposes of FSMA, MIRAI is an unregulated collective investment scheme which has not beenauthorized by the FCA. Accordingly, any communications of an invitation or inducement to invest
in MIRAI may be made only to: (i) investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or “theOrder”; (ii) high net worth companies, unincorporated associations or other entities falling within
Articles 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may lawfully be
communicated (all such persons together being referred to as “Relevant Persons”). In the United
Kingdom, this document and its contents are directed only at Relevant Persons and must not be
acted on or relied on by persons who are not Relevant Persons. The transmission of thisdocument and its contents in the United Kingdom to any person other than a Relevant Person isunauthorized and may contravene the FSMA and other United Kingdom securities laws andregulations.
European Economic Area and United Kingdom Investors
The AIFMD was adopted on June 8, 2011 and was required to be implemented by each Member
State of the EEA into its national legislation by July 22, 2013. The units of MIRAI may not bemarketed (within the meaning given to the term “marketing” under the AIFMD), and theCommunication may not be conducted, to prospective investors domiciled or with a registeredoffice in any Member State of the EEA or the United Kingdom unless: (i) the units of MIRAI may
be marketed under any national private placement regime (including under the AIFMD) or otherexemption in that Member State or the United Kingdom (as applicable); or (ii) the units of MIRAI
can otherwise be lawfully marketed or sold in that Member State or the United Kingdom (asapplicable) in circumstances in which the AIFMD does not apply, provided that any such offer orsale is not made to a retail investor as described above. We have made a notification to each of
the Netherlands Authority for the Financial Markets and the United Kingdom Financial Conduct
Authority pursuant to Article 42 of the AIFMD in order to market the units of MIRAI in the
Netherlands and the United Kingdom, respectively.
Netherlands
The units of MIRAI are being marketed in the Netherlands under Section 1:13b of the Netherlands
Financial Supervision Act (Wet op het financieel toezicht, or the “Wft”). In accordance with thisprovision, the AIFM has notified the Dutch Authority for the Financial Markets (Authoriteit
2Financiële Markten, the “AFM”) of its intention to offer these units in the Netherlands. The unitsof MIRAI will not, directly or indirectly, be offered, sold, transferred or delivered in the
Netherlands, except to or by individuals or entities that are qualified investors (gekwalificeerde
beleggers) within the meaning of Article 1:1 of the Wft, and as a consequence neither the AIFM
nor MIRAI is subject to the license requirement for investment institutions(beleggingsinstellingen) or their managers pursuant to the Wft. Consequently, the AIFM and CSIF
are only subject to the supervision of the neither the AIFM nor MIRAI is subject to supervision of
the Dutch Central Bank (De Nederlandsche Bank, “DNB”) or the AFM for the compliance with theongoing regulatory requirements as referred to in the Dutch law implementation of article 42 of
the AIFMD. According to Article 23 the prospectus is not subject to approval by the AFM. No
approved prospectus is required to be published in the Netherlands pursuant to Article 3 of theRegulation (EU) 2017/1129 (the “Prospectus Regulation”) as amended and applicable in the
Netherlands.

3Article 23 (1)(a)Objectives of the

MIRAI invests in a wide range of assets and aims to enhance its unitholders’ value by leveraging

AIF

the synergy created through the cooperation between two sponsors with strengths in different
areas – Mitsui & Co., a leading Japanese trading house, and IDERA Capital Management Ltd., anasset manager, owned by Fosun International Limited, a Chinese conglomerate, with anestablished track record.

Investment

MIRAI invests in (x) office, retail, hotel, residential and logistics properties with occupancy rates

strategyof over 80% (“core assets”), (y) office, retail, hotel, residential and industrial properties withpotential revenue upsides through rent negotiation and/or small renovations (“core-plus
assets”) and (z) other assets in markets with potential to expand due to relatively limitedcompetition for acquisition (“new-type assets”, and collectively with core-plus assets, “growth
assets”). MIRAI emphasizes investment in the densely populated three greater metropolitan
areas, which consist of the (i) greater Tokyo, (ii) greater Osaka and (iii) greater Nagoya, and 70%
or more of the portfolio on an acquisition price basis constitutes investments in these areas,
although MIRAI may temporarily not meet this investment ratio as a result of property
acquisitions or other events. By leveraging the pipeline, particularly of growth assets, developed
through the collaboration between its sponsors, MIRAI seeks to avoid excessive competition
for acquisition. MIRAI also seeks to achieve stable cash flow through diversification of its
properties and tenants, and to maximize cash flow by capitalizing on Mitsui & Co. Group’s
corporate relationships and investment in and management of new-type assets and on IDERA
Capital Management Ltd.’s value-adding capability for real estate. In principle, growth assets
shall constitute no more than 20% of the portfolio on an acquisition price basis, as a way oflimiting their relative impact, when MIRAI’s total assets exceed ¥500 billion

Types of assets theReal estate, leasehold rights, surface rights, trust beneficiary interests in real estate, real estate

AIF may invest in

securities, specified assets and other assets.

Techniques it may

MIRAI achieves its objective by investing in real estate consisting of core assets and growth

employ and all

assets.

associated risks
The principal risks with respect to investment in MIRAI are as follows:•

any adverse conditions in the Japanese economy could adversely affect MIRAI;•MIRAI may not be able to acquire or dispose of properties to execute the growth andinvestment strategy in a manner that is accretive to earnings;•

illiquidity in the real estate market may limit the ability to grow or adjust the portfolio;•

the past experience of our asset manager, Mitsui Bussan & IDERA Partners Co., Ltd., in
the Japanese real estate market is not an indicator or guarantee of future results;•

MIRAI’s reliance on Mitsui & Co. Group, IDERA Capital Management Ltd., Mitsui Bussan& IDERA Partners Co., Ltd. and other third service providers could have a material
adverse effect on business;4•

there are potential conflicts of interest between MIRAI and Mitsui & Co. Group and
IDERA Capital Management Ltd. respectively as well as the AIFM;•MIRAI’s revenues largely comprise leasing revenues from the portfolio properties,
which may be negatively affected by vacancies, decreases in rent, and late or missed
payments by tenants;•

MIRAI faces significant competition in seeking tenants and it may be difficult to findreplacement tenants;•

increases in prevailing market interest rates may increase interest expense and may
result in a decline in the market price of MIRAI’s units;•

MIRAI may suffer large losses if any of the properties incurs damage from a natural or
man-made disaster;•

properties include hotels which business may affect the earnings MIRAI receives;•

any inability to obtain financing for future acquisitions could adversely affect thegrowth of the portfolio;•

MIRAI’s failure to satisfy a complex series of requirements pursuant to Japanese tax
regulations would disqualify MIRAI from certain taxation benefits and significantly
reduce the cash distributions to the unitholders; and•ownership rights in some of MIRAI’s properties may be declared invalid or limited;

In addition, we are subject to the following risks:•

risks related to increasing operating costs;•

risks related to redemption of and interest payment on investment corporation bonds;•

risks related to MIRAI’s dependence on the efforts of the AIFM’s key personnel;•risks related to the restrictive covenants under debt financing arrangement;•risks related to entering into forward commitment contracts;•

risks related to liabilities in connection with disposition of properties;•risks related to third party leasehold interests in the land underlying MIRAI’s
properties;•risks related to holding the property in the form of stratified ownership (kubun shoyū)interests or co-ownership interests (kyōyū-mochibun);•risks related to holding the property through trust beneficiary interests;•

risks related to properties not in operation (including properties under development);•risks related to the defective title, design, construction or other defects, problems or
nonconformity with contracts in the properties;•risks related to impairment losses relating to the properties;•risks related to tenant leasehold deposits and/or security deposits;•risks related to tenants’ default as a result of financial difficulty or insolvency;•

risks related to the insolvency of master lessors;•

risks related to subleases;5•risks related to the insolvency of a property seller following our purchase of a property;•risks related to relying on expert appraisals and engineering, environmental andseismic reports as well as industry and market data;•risks related to the presence of hazardous or toxic substances in the properties, or the
failure to properly remediate such substances;•risks related to strict environmental liabilities for the properties;•risks related to the amendment of applicable administrative laws and local ordinances;•risks related to holding Japanese anonymous association (tokumei kumiai) interests;•

risks related to investments in trust beneficiary interests;•

risks related to the tight supervision by regulatory authorities and compliance withapplicable rules and regulations;•risks related to characteristics of investment and tenants regarding new-type assets;•risks related to tax authority disagreement with the AIFM’s interpretations of theJapanese tax laws and regulations;•risks related to being unable to benefit from reductions in certain real estate taxes
enjoyed by qualified J-REITs; and•risks related to changes in Japanese tax laws.

Any applicable

MIRAI is subject to investment restrictions under Japanese laws and regulations (e.g., the Act

investment

on Investment Trusts and Investment Corporations (the “ITA”), the Financial Instruments andrestrictions

Exchange Act (the “FIEA”)) as well as its articles of incorporation.
MIRAI must invest primarily in specified assets as defined in the ITA. Specified assets include,
but are not limited to, securities, real estate, leaseholds of real estate, surface rights (chijō-ken)(i.e., right to use land for the purpose of having a structure on it) or trust beneficiary interests
for securities or real estate, leaseholds of real estate or surface rights. A listed J-REIT must invest
substantially all of its assets in real estate, real estate-related assets and liquid assets asprovided by the listing requirements. Real estate in this context includes, but is not limited to,real estate, leaseholds of real estate, surface rights, and trust beneficiary interests for theseassets, and real estate-related assets in this context include, but are not limited to, anonymous
association (tokumei kumiai) interests for investment in real estate. Pursuant to the ITA,
investment corporations shall not independently develop land or construct buildings, but mustoutsource such activities.

Circumstances in

MIRAI may take out loans or issue long-term or short-term investment corporation bonds forwhich the AIF may

the purpose of investing in properties, conducting repairs and related work, paying cash

use leverage

distributions, operating capital, repaying obligations (including repayment of tenant leasehold
or security deposits, and obligations related to loans or long-term or short-term corporate
bonds) and other activities.

6

The types andLoans or investment corporation bonds. Currently all of MIRAI’s outstanding long- and short-sources of leverageterm loans are unsecured and unguaranteed.

permitted andassociated risks

Loans in which MIRAI enters or investment corporation bonds that MIRAI may issue may besubject to restrictive covenants in connection with any future indebtedness that may restrict
operations and limit its ability to make cash distributions to unitholders, to dispose ofproperties or to acquire additional properties. Furthermore, if MIRAI was to violate such
restrictive covenants, such as with regard to loan-to-value ratios, lenders may be entitled torequire MIRAI to collateralize portfolio properties or demand that the entire outstandingbalance be paid ahead of the scheduled date.
In the event of an increase in interest rates, to the extent that MIRAI has any debt withunhedged floating rates of interest or MIRAI incurs new debt, interest payments may increase,which in turn could reduce the amount of cash available for distributions to unitholders. Higher
interest rates may also limit the capacity for short- and long-term borrowings, which would inturn limit MIRAI’s ability to acquire properties, and could cause the market price of the units to
decline.

Any restrictions on

The maximum amount of each loan and corporate bond issuance is 1 trillion yen, and theleverageaggregate amount of all such debt cannot exceed 1 trillion yen.

Any restrictions on

No applicable arrangements.

collateral and asset
reusearrangements
Maximum level of

MIRAI has set an upper limit of 60% as a general rule for its loan-to-value, or LTV, ratio, whichleverage which theis the ratio of (x) the aggregate principal amount of borrowings and investment corporation

AIFM is entitled tobonds to (y) the total assets of MIRAI’s portfolio. MIRAI may, however, temporarily exceed such

employ on behalf

levels as a result of property acquisitions or other events.

of the AIF

7

Article 23(1) (b)Procedure by

Amendment of the articles of incorporation. The amendment requires a quorum of a majority

which the AIF mayof the total issued units and at least a two-thirds favor of the voting rights represented at thechange its

meeting. Unitholders should note, however, that under the ITA and our articles ofinvestment

incorporation, unitholders who do not attend and exercise their voting rights at a general

strategy /meeting of unitholders are deemed to be in agreement with proposals submitted at theinvestment policy

meeting, except in cases where contrary proposals are also being submitted.
Additionally, the guidelines of the AIFM, which provide more detailed policies within MIRAI’s
overall investment strategy and policy, can be modified without such formal amendment of thearticles of incorporation.

Article 23(1) (c)Description of the

MIRAI is a corporate-type investment trust in the form of investment corporation (toshi hojin)

main legal

provided for under the ITA. Therefore, the relationship between MIRAI and its unitholders is

implications of thegoverned by MIRAI’s articles of incorporation (as opposed to individual agreements), which cancontractual

be amended from time to time upon resolution of a general unitholders’ meeting. MIRAI’s

relationshiparticles of incorporation stipulate rules relating to general unitholders meetings, including theentered into forconvocation, setting of record date, exercise of voting rights, resolutions and election of MIRAI’s

the purpose of

directors.

investment,

The relationship between MIRAI and its unitholders is also governed by, and is subject to theincludingprovisions of, Japanese law, including the ITA.

jurisdiction,
applicable law, andThe courts in Japan would recognize as a valid judgment any final and conclusive civil judgment

the existence orfor monetary claims (which, for this purpose, are limited to those of a purely civil nature andnot of any legal

do not include monetary claims of the nature of criminal or administrative sanction, such as

instruments

punitive damages, even though they take the form of civil claims) against MIRAI obtained in aproviding for theforeign court provided that (i) the jurisdiction of such foreign court is admitted under the laws

recognition andof Japan, (ii) MIRAI has received service of process for the commencement of the relevant

enforcement ofproceedings, otherwise than by a public notice or any method comparable thereto, or has

judgments in theappeared without any reservation before such foreign court, (iii) neither such judgment nor the

territory where therelevant proceeding is repugnant to public policy as applied in Japan, (iv) there exists reciprocity

AIF is established

as to the recognition by such foreign court of a final judgment obtained in a Japanese court and(v) there is no conflicting judgement on the subject matter by any Japanese court.
MIRAI has entered into sponsor support agreements with Mitsui & Co. Asset Management
Holdings Ltd. and IDERA Capital Management Ltd. respectively, to receive, among other things,
support for property acquisition, information regarding the sale of certain properties, leasing
support, warehousing support and human resource support.

8

MIRAI has also entered into the following agreements with third service providers:•

An asset custody agreement regarding MIRAI’s assets with Sumitomo Mitsui Trust
Bank, Limited;•

An administrative service agreement regarding management of institutions andinvestment corporation bonds with Sumitomo Mitsui Trust Bank, Limited, MUFG Bank,
Ltd., and Mizuho Bank, Ltd.;•A transfer agency agreement regarding the units with Sumitomo Mitsui Trust Bank,
Limited; and•General administrative agreements regarding institution management, accounting,and tax payment with Mizuho Trust & Banking Co., Ltd., Reiwa Accounting Holdings Co.,
Ltd., and Reiwakaikeisha Tax Corporation, respectively.

The above agreements are governed by Japanese law.
MIRAI is not involved in or threatened by any legal arbitration, administrative or otherproceedings, the results of which might, individually or in the aggregate, be material.
Article 23(1) (d)The identity of the
AIFM, AIF's
depositary, auditor
and any otherservice providers• AIFM (Asset Manager): Mitsui Bussan & IDERA Partners Co., Ltd.
The AIFM manages and operates the operating assets.
• Auditor: Ernst & Young ShinNihon LLC
The Auditor audits financial statements and prepare audit reports.
• Custodian: Sumitomo Mitsui Trust Bank, Limited

and a description

The Custodian provides administrative services related to custody of assets, money andof their duties andrelated documents.

the investors'
rights thereto• General Administrators (Institutions): Mizuho Trust & Banking Co., Ltd.
The General Administrator provides administrative services related to management ofinstitutions.
• General Administrators (Accounting): Reiwa Accounting Holdings Co., Ltd.
The General Administrator provides administrative services related to accounting.
• General Administrators (Tax payment): Reiwakaikeisha Tax Corporation
The General Administrator provides administrative services related to tax payment.
• General Administrators (Investment Corporation Bonds): Sumitomo Mitsui Trust Bank,
Limited, MUFG Bank, Ltd., and Mizuho Bank, Ltd.;The General Administrator provides fiscal agency services for investment corporation bonds.
• Transfer Agent: Sumitomo Mitsui Trust Bank, Limited
The transfer agent provides administrative services related to unitholders’ roster, andmanagement of institutions.

9Service providers owe contractual obligations under their respective agreements with the AIF
or AIFM, as the case may be. In addition, the FIEA provides that an asset manager owes a J-REIT
a fiduciary duty and must conduct its activities as the asset manager in good faith. The FIEA also
prohibits an asset manager from engaging in certain specified conduct, including entering intotransactions outside the ordinary course of business or with related parties of the asset
manager that are contrary to or violate the J-REIT’s interests. Pursuant to the ITA, theunitholders have the right to approve the execution or termination of the asset managementagreement at a general meeting of unitholders.
Article 23(1) (e)Description of how

Not applicable.

the AIFM complies
with therequirements tocover professional
liability risks (ownfunds /
professional
indemnity
insurance)

Article 23(1) (f)Description of any

Not applicable. There is no delegation of such functions beyond the AIFM, which is responsibledelegatedfor portfolio and risk management, and the Custodian, which is responsible for safekeeping

management

activities.

function such as
portfolio
management orrisk management
and of any
safekeeping
function delegatedby the depositary,
the identificationof the delegate andany conflicts ofinterest that may

10arise from suchdelegations

Article 23(1) (g)Description of the

MIRAI makes investment decisions based on its investment strategies and in accordance with

AIF’s valuation

its articles of incorporation and based on the results of due diligence, including the valuation ofprocedure andproperties and consideration of the property appraisal value.

pricing
methodology,

MIRAI evaluates assets in accordance with its Article of Incorporation. The methods andincluding thestandards that MIRAI uses for the evaluation of assets are based on the Regulations Concerning

methods used in

the Calculations of Investment Corporations, as well as the Regulations Concerning Real Estatevaluing hard-to-

Investment Trusts and Real Estate Investment Corporations and other regulations stipulated byvalue assets

ITA, in addition to Japanese GAAP. J-REITs may only use the valuation methods prescribed in
the rules of the Investment Trusts Association, Japan, which emphasize market price valuation.

Article 23(1) (h)Description of the

MIRAI seeks to manage the capital resources and liquidity sources to provide adequate funds

AIF’s liquidity risk

for current and future financial obligations and other cash needs and acquisitions. MIRAI

management,

manages associated liquidity and interest rate fluctuation risk by keeping the ratio of interest-

includingbearing liabilities to total assets at a conservative level, lengthening loan terms, mainly using

redemption rights

fixed-rate loans and establishing relationships with strong banks.

in normal andexceptional

MIRAI is a closed-end investment corporation, and unitholders are not entitled to request thecircumstances andredemption of their investment.

existing
redemption
arrangements withinvestors

11Article 23(1) (i)Description of allCompensation: The articles of incorporation provide that the AIF may pay its executive andfees, charges andsupervisory officers up to 500,000 yen per month, respectively. The board of officers is

expenses and a

responsible for determining a reasonable compensation amount for the executive officer andmaximum amounteach of the supervisory officers.

which is directly /indirectly borne by

Asset Management Fee: MIRAI will pay the AIFM an asset management fee as follows:

the investors•

Management Fee 1 – The AIFM receives an asset-based fee up to 0.5% per annum of
MIRAI’s total assets (as stated on MIRAI’s balance sheet as of the end of each fiscal
period in accordance with Japanese GAAP).

•Management Fee 2 – The AIFM also receives an earnings-based fee up to 0.001% of (x)distributable income before income taxes, before deducting the earnings-based fee orgain on negative goodwill (if any), calculated with respect to each fiscal period in
accordance with Japanese GAAP, less any loss carried forward from the previous fiscal
period, (y) divided by the total number of units, (z) multiplied by net operating income
after depreciation. If (i) the units are split or consolidated, (ii) new units are issued
upon exercise of options granted for free, or (iii) the number of issued units otherwise
increases or decreases, this fee is adjusted accordingly.

•

Acquisition/Disposition Fee – For each real estate property and/or securities invested
principally in real estate property (each, a “Property-related Asset”) that MIRAI
acquires/disposes, the AIFM receives an acquisition/disposition fee up to 1.0% of thetotal acquisition/disposition price of the Property-related Asset (excluding
consumption and local consumption taxes). The acquisition price refers to the (i)purchase or sale price in the case of a purchase or sale, as applicable, (ii) appraisal value
in the case of an exchange and (iii) amount contributed in the case of a contribution,and the disposition price refers to (i) and (ii) above.

•

Merger Fee – If (i) the AIFM investigates or appraises the assets of an entity thatmerges into the AIF through an absorption-type merger or consolidation-type merger
and (ii) the merger becomes effective, the AIFM also receives a fee up to 1.0% of thetotal appraisal value of all Property-related Assets which the AIF succeeds or possesses
as of the effective date.

General Administrator Agent Fee (Institutions):•

The general administrator fee is determined through discussion subject to a maximum
fixed fee of 3 million yen per fiscal period.

12•

If the above fee arrangements become inadequate due to changes in economic
conditions or other circumstances, MIRAI may accept additional fees upon mutual
consultation between MIRAI and the general administrator (institutions).

General Administrator Fee (Accounting):•

The monthly fee is calculated using the following formula: (i) divide the annual fixedfee (subject to a cap of 20 million yen) by 12; (ii) multiply the monthly variable fee(subject to a cap of 0.2 million yen) by the number of properties the AIF possesses asof the end of each month; and (iii) add (ii) to (i).

•The general administrator (accounting) receives a fee determined through discussion
subject to a maximum amount of 2 million per property as a fee for the first fixed asset.

•

If preparation of documents in response to taxation investigation or other tasks
become necessary, an additional fee regarding such tasks shall be determined throughdiscussion.

•

If the above fee arrangements become inadequate due to changes in economic
conditions or other circumstances, MIRAI may revise the general administrator fee
upon mutual consultation between MIRAI and the general administrator.

General Administrator Fee (Investment corporation bonds): MIRAI will pay the generaladministrator as follows with respect to the 1st unsecured investment corporation bonds (inaddition to the amount deducted from the proceeds from the issuance of such bonds, whichamount was separately agreed and capped at ¥10 million), the 2nd unsecured investment
corporation bonds (in addition to the amount deducted from the proceeds from the issuanceof such bonds, which amount was separately agreed and capped at ¥16 million), the 3rd
unsecured investment corporation bonds (in addition to the amount deducted from theproceeds from the issuance of such bonds, which amount was separately agreed and capped at¥10 million), 4th unsecured investment corporation bonds (in addition to the amount deductedfrom the proceeds from the issuance of such bonds, which amount was separately agreed andcapped at ¥10 million) and the 5th unsecured investment corporation bonds (in addition to theamount deducted from the proceeds from the issuance of such bonds, which amount was
separately agreed and capped at ¥10 million):•

An amount equal to 0.075/10,000 of any amount repurchased and retired; and•An amount equal to 0.075/10,000 of any principal and interest payment amount.

In each such case, MIRAI bears the applicable consumption and local consumption taxes.
Transfer Agent Fee:

13

•Standard Fee: The standard transfer agent fee is for services such as the preparation,
maintenance and storage of MIRAI’s unitholder register; and preparation of materials
concerning unitholder statistical data as of the end of each fiscal period or any otherday. The monthly standard fee is determined based on the number of unitholders asshown below, subject to a minimum monthly fee of ¥210,000.

•

Up to 5,000 ......................................................................

86 yen5,001 to 10,000 ................................................................

73 yen10,001 to 30,000 ..............................................................

63 yen30,001 to 50,000 ..............................................................

54 yen50,001 to 100,000 ............................................................

47 yenMore than 100,000 ..........................................................

40 yenOther fees: MIRAI also pays certain other fees in addition to the standard fee inconnection with the administration and handling of distributions (minimum of 350,000
yen per distribution) and other shareholder-related functions.

Custodian Fee: MIRAI will pay the custodian a fee for each fiscal period calculated as follows:•

MIRAI pays to the custodian a custodian fee for each fiscal period. The custodian shallrequest the fee by the end of the month immediately following the relevant fiscal
period, and the AIF shall pay the fee by the end of the month following the month of
the request. The custodian fee is determined through discussion subject to a maximum
fee calculated by multiplying MIRAI’s total assets as of the end of the relevant fiscal
period by 0.03%, divided by 12; however, until the end of the month of the AIF’s first
property acquisition, the fee is prorated on the basis of a 365-day year.

•

If the calculated fee is less than 100,000 yen, the custodian fee shall be 100,000 yen.

•If the above fee arrangement becomes inadequate due to changes in economic
conditions or other circumstances, MIRAI may revise the custodian fee based on
mutual consultation between MIRAI and the custodian.

Auditor fee: A fixed amount set by the board of officers of up to 20 million yen per fiscal period.
Article 23(1) (j)Description of theUnder Article 77 paragraph 4 of the Act on Investment Trusts and Investment Corporations of

AIFM's procedure

Japan, which applies the requirements of Article 109 paragraph 1 of the Companies Act to14

to ensure fair

investment corporations, investment corporations are required to treat unitholders equallytreatment ofdepending on the number of units held. In addition, upon liquidation, the allotment of residual

investors andassets to unitholders is required to be made equally depending on the number units held underdetails of any

Article 77 paragraph 2 item 2 and Article 158 of the ITA.

preferential
treatment received
by investors,
including detailingthe type ofinvestors and theirlegal or economic
links with the AIF
or AIFM
Article 23(1) (k)The latest annual

Additional information may be found in our most recent semi-annual report prepared inreport referred toaccordance with Article 22 of the AIFMD, which is available at the Asset Manager’s officein Article 22(1)located at 2-1, Nishi-Kanda 3-chome, Chiyoda-ku, Tokyo.

Article 23(1) (l)The procedure and

MIRAI is authorized under the articles of incorporation to issue up to 20 million units. Its units

conditions for thehave been listed on the Tokyo Stock Exchange since December 16, 2016. Secondary market

issue and sale ofsales and transfers of units will be conducted in accordance with the rules of the Tokyo Stockthe units

Exchange. Unit prices on the Tokyo Stock Exchange are determined on a real-time basis by theequilibrium between bids and offers. The Tokyo Stock Exchange sets daily price limits, which
limit the maximum range of fluctuation within a single trading day. Daily price limits are set
according to the previous day’s closing price or special quote.

Article 23(1) (m)Latest net asset

MIRAI’s unit’s latest market price is publicly available at the Tokyo Stock Exchange or fromvalue of the AIF or

financiallatest market pricehttps://www.reuters.com/markets/companies/3476.T/).

information

vendors(includingof the unit or shareof the AIF
Article 23(1) (n)15Reuters,

which

can

be

viewedat

Details of the

The units of MIRAI were listed on the Tokyo Stock Exchange on December 16, 2016.

historical

The most recent fiscal period performance of the units is as follows.

performance of the

Fiscal period (six months Total Assets

Total Net Assets Net Assets per unit

AIF, whereended)(JPY million)(JPY million)(base value) (JPY)available

April 30, 2024

187,562

86,98645,603October 31, 2023

174,746

81,39345,947

April 30, 2023

174,479

81,07745,769October 31, 2022

172,792

81,02845,741

April 30, 2022

171,982

80,74345,580Article 23(1) (o)Identity of the

Not applicable.

prime broker, anymaterial
arrangements of
the AIF with its
prime brokers, howconflicts of interest
are managed withthe prime broker
and the provisionin the contract
with the depositaryon the possibilityof transfer andreuse of AIF assets,
and information
about any transfer
of liability to theprime broker that
may exist
Article 23(1) (p)Description of how

The AIFM will disclose the matters described in Articles 23(4) and 23(5) periodically through its

and when periodic

Internet website or semi-annual report.

disclosures will be

16made in relation toleverage, liquidity
and risk profile of
the assets,pursuant to
Articles 23(4) and23(5)Article 23(2)The AIFM shallNot applicable.

inform theinvestors before
they invest in the
AIF of any
arrangement madeby the depositary
to contractuallydischarge itself ofliability inaccordance with
Article 21(13)The AIFM shall also

Not applicable.

inform investors of
any changes withrespect todepositary liability
without delay
Article 23(4)(a)Percentage of the AIF's assets which

There are no assets that are subject to special arrangements arising fromare subject to special arrangements

their illiquid nature.

arising from their illiquid nature. The
percentage shall be calculated as the
net value of those assets subject tospecial arrangements divided by the
net asset value of the AIF concerned

17Overview of any special

There are no such special arrangements.

arrangements, including whether
they relate to side pockets, gates orother arrangements
Valuation methodology applied to

There are no such special arrangements.

assets which are subject to sucharrangements
How management and performance

There are no such special arrangements.

fees apply to such assets
Article 23(4)(b)Any new arrangements for managing

Any new arrangements or change in applicable arrangements will be

the liquidity of the AIF

disclosed at an appropriate time.

For each AIF that the AIFM manages

Any new arrangements or changethat is not an unleveraged closed-end

in applicable arrangements will be disclosed at an appropriate time.

AIF, notify to investors wheneverthey make changes to its liquidity
management systems (which enable
an AIFM to monitor the liquidity riskof the AIF and to ensure the liquidity
profile of the investments of the AIF
complies with its underlying
obligations) that are material inaccordance with Article 106(1) ofRegulation (EU) No 231/2013 (ie.
there is a substantial likelihood that areasonable investor, becoming awareof such information, would
reconsider its investment in the AIF,
including because such information
could impact an investor’s ability to
exercise its rights in relation to its
investment, or otherwise prejudice
the interests of one or more investors
in the AIF).

18

Immediately notify investors where

Any new arrangements or change in applicable arrangements will bethey activate gates, side pockets ordisclosed at an appropriate time.

similar special arrangements or
where they decide to suspend
redemptions
Overview of changes to liquidity

Any new arrangements or change in applicable arrangements will bearrangements, even if not special

disclosed at an appropriate time.

arrangements
Terms of redemption and

MIRAI is a closed-end investment corporation, and unitholders are notcircumstances where management

entitled to request the redemption of their investment.

discretion applies, where relevant
Also any voting or other restrictions

There are no voting or other restrictions on the rights attaching to units.

exercisable, the length of any lock-up
or any provision concerning ‘first inline’ or ‘pro-rating’ on gates andsuspensions shall be included

19

Article 23(4)(c)
The current risk profile of the AIF and

Deposits are exposed to risks of failure of the financial institution holding thethe risk management systems

deposit and other credit risks, but MIRAI manages credit risk by restricting

employed by the AIFM to manage

the term of the deposit to relatively short periods.

those risks
The fund proceeds from borrowings and issuance of investment corporation
bonds are used for the purpose of investing in properties, conducting repairs,
paying cash distributions, operating the AIF, repaying obligations and otheractivities. These borrowings and investment corporation bonds are exposed
to liquidity risks. MIRAI strives to reduce the liquidity risks and a risk of risinginterest rates by setting long-term and fix rate and diversifying repayment
dates, fee, and so forth.
Derivative transactions are also utilized to hedge the interest rate risks
arising from any borrowing or other debts.
Measures to assess the sensitivity of

No such measures have been implemented.

the AIF’s portfolio to the most
relevant risks to which the AIF is or
could be exposed
If risk limits set by the AIFM have

No such situation has occurred.

been or are likely to be exceeded andwhere these risk limits have been
exceeded a description of thecircumstances and the remedial
measures taken
Article 23(5)(a)Any changes to the maximum

Any new arrangements or change in applicable arrangements will beamount of leverage which the AIFM

disclosed at an appropriate time.

may employ on behalf of the AIF,
calculated in accordance with thegross and commitment methods. This
shall include the original and revised
maximum level of leverage calculated
in accordance with Articles 7 and 8 ofRegulation (EU) No 231/2013,
whereby the level of leverage shall becalculated as the relevant exposure

20divided by the net asset value of the
AIF.
Any right of the reuse of collateral or

No such right or guarantee exists.

any guarantee granted under theleveraging agreement, including thenature of the rights granted for thereuse of collateral and the nature of
the guarantees granted
Details of any change in service

Any new arrangements or change in applicable arrangements will be

providers relating to the above.

disclosed at an appropriate time.

Article 23(5)(b)Information on the total amount of

The aggregate amount of debt with interest is 91.9 billion yen as of April 30,

leverage employed by the AIF

2024.

calculated in accordance with thegross and commitment methods

21