[For Translation Purposes Only]
April 12, 2019

For Immediate Release
To Whom It May Concern
Nomura Real Estate Master Fund, Inc.
Securities Code: 3462
Shuhei Yoshida, Executive Director
Asset Management Company:
Nomura Real Estate Asset Management Co., Ltd.
Norio Ambe, President & Chief Executive Officer
Inquiries:
Hiroshi Ishigooka
Executive Officer
Head of NMF Investment Management GroupTEL +81-3-3365-8767 nmf3462@nomura-re.co.jp

Notice Concerning Amendment of the Articles of Incorporation andElection of Directors
Nomura Real Estate Master Fund, Inc. (“NMF”) announced that NMF resolved at the Board of Directors Meeting held
today that it will propose the following amendment of its Articles of Incorporation and election of Directors at the 2ndGeneral Meeting of Unitholders scheduled to be held on May 23, 2019.
The amendments and elections will become effective upon the approval by the 2nd General Meeting of Unitholders.

1． Summary and Reasons for the Amendment of the Articles of Incorporation(1) Proposal of Amendment to Article 9, Paragraph 4
NMF will establish new paragraph to clarify the necessary conditions for notice on convocation of general
meeting of unitholders and the necessary conditions for when such public notices are unnecessary.
(2) Current Article 38, Paragraph 1- (1)Concerning the calculation method of Management Fee I out of the current asset management fee structure,
NMF will amend the method of calculation from pro rata daily amounts calculated on the basis of 365 days per
year to pro rata monthly amounts calculated on the basis of 12 months per year in order to level the fees payablefor each calculation period.
(3) Current Article 42
As the modifications to the asset management fee calculation method due to the amendment to Article 38,
Paragraph 1 of the Articles of Incorporation mentioned in (2) above will become applicable to the calculationof the asset management fee from the next fiscal period, not from the current fiscal period, NMF will newly
establish supplementary provisions to the effect that all the amendments to Article 38, Paragraph 1 of the Articles
of Incorporation will take effect as of September 1, 2019.
(4) In addition to the above, NMF will change its notations for years from the Japanese calendar to the Gregoriancalendar, make alterations to clarify expressions and modify wording as necessary.
For details of the proposed amendment, please refer to “Notice of Convocation of the 2nd General Meeting ofUnitholders” attached to this press release.

－ 1 －2． Election of Directors
The term of office for Executive Director, Shuhei Yoshida, Supervisory Director, Mineo Uchiyama, and Supervisory
Director, Koichi Owada will expire as of May 31, 2019. NMF will propose agenda for the election of one Executive
Director (Shuhei Yoshida) and three Supervisory Directors (Mineo Uchiyama, Koichi Owada and Mika Okada).
For details of the proposed agenda for the election of Directors, please refer to “Notice of Convocation of the 2ndGeneral Meeting of Unitholders” attached to this press release.

3． Schedule of General Meeting of Unitholders
April 12, 2019

Resolution of the Board of Directors Meeting as to the proposal of agenda
for the 2nd General Meeting of Unitholders

May 7, 2019

Dispatch notice of the 2nd General Meeting of Unitholders (scheduled)

May 23, 2019

The 2nd General Meeting of Unitholders (scheduled)【Exhibits】
Notice of Convocation of the 2nd General Meeting of Unitholders*<Nomura Real Estate Master Fund, Inc.> URL: https://www.nre-mf.co.jp/en/－ 2 －[Exhibits]

May 7, 2019
To Our Unitholders
8-5-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo
Nomura Real Estate Master Fund, Inc.
Shuhei Yoshida, Executive Director

Notice of Convocation of the 2nd General Meeting of Unitholders
Nomura Real Estate Master Fund, Inc. (“NMF”) hereby notifies you of and requests your attendance atthe 2nd general meeting of unitholders of NMF to be held as set out below.
Please note that if you are unable to attend the meeting, you are entitled to exercise your voting
rights in writing. Please refer to the reference documents for the general meeting of unitholders
attached hereto, indicate your vote in favor or against on the voting form enclosed herewith inorder to exercise voting rights and return the voting form to reach us by 5:00 p.m. on May 22,
2019 (Wednesday).
In addition, pursuant to Article 93, Paragraph 1 of the Act on Investment Trusts and Investment
Corporations, NMF stipulates provisions concerning “Deemed Approval” in Article 14, Paragraphs 1
and 2 of NMF’s Articles of Incorporation as set out below. Accordingly, please note that unitholders
who do not attend the general meeting of unitholders and do not exercise their voting rights
shall be deemed to be in favor of each of the proposals at such general meeting of unitholders(provided, however, that in cases where two or more proposals are submitted and any suchproposal is in conflict in its nature with another proposal, both of such proposals shall be
excluded from such deemed approval).
(Excerpt from NMF’s Articles of Incorporation)
Article 14, Paragraphs 1 and 2 of the Articles of Incorporation
Article 14. (Deemed Approval)
1. Any unitholder who does not attend a general meeting of unitholders and does not exercise his/hervoting rights shall be deemed to be in favor of any proposal submitted to such general meeting ofunitholders (provided, however, that in cases where two or more proposals are submitted and any
such proposal is in conflict in its nature with another 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-1-

accordance with the preceding Paragraph shall be included in the number of voting rights of theunitholders in attendance.
Details
1. Date and Time:May 23, 2019 (Thursday) 1:00 p.m.

2. Venue:

Nikkei Hall, 3rd Floor, Nikkei Building
1-3-7, Otemachi, Chiyoda-ku, Tokyo

3. Meeting Agenda:
Matters to be Resolved
Proposal No. 1 Partial Amendment to the Articles of Incorporation
Proposal No. 2 Appointment of One (1) Executive Director
Proposal No. 3 Appointment of Three (3) Supervisory Directors(Requests)◎For those attending the meeting, please kindly submit the enclosed voting form to the reception at thevenue.
◎Following the general meeting of unitholders, Nomura Real Estate Asset Management Co., Ltd.,
NMF's asset management company, will hold an “Asset Management Briefing” at the same venue.
Those attending the general meeting of unitholders are cordially invited to the briefing.
(Information)◎Please note that, if NMF needs to amend matters stated in the reference documents for the general
meetingofunitholders,suchamendment

will

be

postedon

NMF’s

website(https://www.nre-mf.co.jp/en/).
◎If you are to exercise your voting rights by proxy, you may appoint one (1) unitholder having voting
rights and have him/her attend the general meeting of unitholders as your proxy. In such case, theproxy shall submit a document evidencing his/her authority of a proxy together with your voting
form, as well as his/her voting form at the reception.
◎We will not provide any gifts for unitholders who attend the general meeting of unitholders. We
would appreciate your understanding.

-2-

Reference Documents for the General Meeting of Unitholders
Proposals and Reference Matters
Proposal No. 1 Partial Amendment to Articles of Incorporation
1. Reasons for Amendment(1) Proposal of Amendment to Article 9, Paragraph 4
NMF will establish new paragraph to clarify the necessary conditions for notice on
convocation of general meeting of unitholders and the necessary conditions for when such
public notices are unnecessary.
(2) Current Article 38, Paragraph 1 - (1)Concerning the calculation method of Management Fee I out of the current asset
management fee structure, NMF will amend the method of calculation from pro rata daily
amounts calculated on the basis of 365 days per year to pro rata monthly amounts calculatedon the basis of 12 months per year in order to level the fees payable for each calculation
period.
(3) Current Article 42
As the modifications to the asset management fee calculation method due to the amendment
to Article 38, Paragraph 1 of the Articles of Incorporation mentioned in (2) above will
become applicable to the calculation of the asset management fee from the next fiscal period,
not from the current fiscal period, NMF will newly establish supplementary provisions to theeffect that all the amendments to Article 38, Paragraph 1 of the Articles of Incorporation
will take effect as of September 1, 2019.
(4) In addition to the above, NMF will change its notations for years from the Japanese calendar
to the Gregorian calendar, make alterations to clarify expressions and modify wording asnecessary.
2. Content of Amendment
NMF will amend the part of the existing Articles of Incorporation as follows.
(The amended portions are underlined)
Current Articles of Incorporation

Proposed Amendment

Article 9. (Holding and Convocation of Meetings)
1. General meetings of unitholders shall be
convened on May 1, 2017 or without delay
after that date and a general meeting ofunitholders shall be convened every two
years thereafter on May 1 or without delay
after that date.
2.（Omitted）
3.（Omitted）

Article 9. (Holding and Convocation of Meetings)
1. General meetings of unitholders shall be
convened on May 1, 2017 or without delay
after that date and a general meeting ofunitholders shall be convened every two
years thereafter on May 1 or without delay
after that date.
2.（No Change）
3.（No Change）
4. In order to convene a general meeting ofunitholders, the executive director must give
public notice of the date of the meeting atleast 2 months prior to such date and issue a
notice of such date in writing to theunitholders at least 2 weeks prior to such date.

(New Establishment)3However, public notice is not required withrespect to a general meeting of unitholders
held prior to the date as of which 25 months
will have elapsed from the date of the holdingof the immediately preceding general meetingof unitholders, pursuant to the provisions ofparagraph 1.

Article 15. (Record Date, etc.)
1. In cases where general meetings ofunitholders are convened pursuant to theprovisions of Article 9, Paragraph 1, theInvestment Corporation shall determine theunitholders listed in the latest unitholders’list as of the last day of February 2017 andthe last day of February of every two years
thereafter as the person who may exercise
voting rights at relevant general meeting ofunitholders.
2. （Omitted）
3. （Omitted）

Article 15. (Record Date, etc.)
1. In cases where general meetings ofunitholders are convened pursuant to theprovisions of Article 9, Paragraph 1, theInvestment Corporation shall determine theunitholders listed in the latest unitholders’list as of the last day of February 2017 andthe last day of February of every two years
thereafter as the person who may exercise
voting rights at relevant general meeting ofunitholders.
2. （No Change）
3. （No Change）

Article 36.

Article 36.

(Cash Distribution Policies)

1. Distribution Policies(Omitted)(Cash Distribution Policies)

1. Distribution Policies(No Change)(1)(Omitted)(2)

Distribution amounts shall be
determined by the Investment
Corporation and such distribution
amounts shall exceed 90% of theearnings available for distribution of
the Investment Corporation (in caseof change in the calculation methodof such amount due to amendment tolaws and regulations etc., the amountas amended) as defined in the special
taxation measures for investment
corporations as set forth in Article
67-15, Paragraph 1 of the Special
Taxation Measures Act (the “Special
Provisions of Taxation on Investment
Corporations”) (provided however, theDistributable Amounts is the upper
limit.). Provided, however, that this will
not apply if there is a loss for tax
purposes or if there will be no taxable
earnings because of carrying a tax loss
forward, and in such cases the amountwill be reasonably determined by the
4(1)(No Change)(2)

Distribution amounts shall be
determined by the Investment
Corporation and such distribution
amounts shall exceed 90% of theearnings available for distribution of
the Investment Corporation (in caseof change in the calculation methodof such amount due to amendment tolaws and regulations etc., the amountas amended) as defined in the special
taxation measures for investment
corporations as set forth in Article
67-15, Paragraph 1 of the Special
Taxation Measures Act (the “Special
Provisions of Taxation on Investment
Corporations”) (provided however, theDistributable Amounts is the upper
limit.). Provided, however, that this will
not apply if there is a loss for tax
purposes or if there will be no taxable
earnings because of carrying a tax loss
forward, and in such cases the amountwill be reasonably determined by theInvestment
Corporation.
The
Investment
Corporation
may
accumulate
reserves
fromtheDistributable Amount that are deemed
to be necessary for maintaining its
Investment Assets or improving thevalue thereof such as the long-term
reserve for maintenance, payment
reserve, reserve for distribution, andother similar reserves and accounts aswell as other necessary amounts,
reserve or handle such amounts in any
other manner.
(3)(Omitted)(3)

2. (Omitted)
3. (Omitted)
4. (Omitted)

Article 38.

1.

2.
3.
4.

(Standards concerning Payment of AssetManagement Fees Payable to the AssetManagement Company)(Omitted)(1)

Investment
Corporation.
The
Investment
Corporation
may
accumulate from the Distributable
Amount reserves deemed necessary
for maintaining its Investment Assets
or improving the value thereof such as
the long-term reserve for maintenance,
payment
reserve,
reservefordistribution, and other similar reserves
and accounts as well as other necessaryamounts, reserve or handle suchamounts in any other manner.

(No Change)(No Change)(No Change)(No Change)

Article 38.

(Standards concerning Payment of AssetManagement Fees Payable to the AssetManagement Company)

1. (No Change)

Management Fee I
Management Fee I shall be the amountcalculated by multiplying (a) the total
assets of the Investment Corporation
determined by the method specified
below by (b) 0.45% per annum for theperiod from the day after theInvestment Corporation’s immediately
preceding Settlement Date until thelast day of the third month following
such Settlement Date (“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”) (pro rata daily
amounts shall be calculated on thebasis of 365 days per year; amounts
less than one yen shall be roundeddown).

(1)

Management Fee I
Management Fee I shall be the amountcalculated by multiplying (a) the total
assets of the Investment Corporation
determined by the method specified
below by (b) 0.45% per annum for theperiod from the day after theInvestment Corporation’s immediately
preceding Settlement Date until thelast day of the third month following
such Settlement Date (“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”) (pro rata
monthly amounts shall be calculatedon the basis of 12 months per year;
amounts less than one yen shall be
rounded down).

(Omitted)(No Change)(2) (Omitted)(3) (Omitted)(4) (Omitted)(2) (No Change)(3) (No Change)(4) (No Change)52.

(Omitted)2.

Article 42. (Effectiveness of Amendment)
The amendments to the Articles ofIncorporation regarding change of Article 38 shallbecome effective on September 1, 2017.
Adopted: October 1, 2015
Amended: May 26, 2017

(No Change)

Article 42. (Effectiveness of Amendment)
The amendments to the Articles ofIncorporation regarding change of Article 38,
Paragraph 1 shall become effective on
September 1, 2019. This article shall be deleted
after the effectuation of such change.
Adopted: October 1, 2015
Amended: May 26, 2017
Amended: May 23, 20196

Proposal No. 2 Appointment of One (1) Executive Director
The term of office for Executive Director Shuhei Yoshida will expire as of May 31, 2019. NMF
proposes election of one Executive Director. The term of office of the Executive Director to beelected will be for two years beginning on June 1, 2019.
The candidate for the Executive Director is as follows.
In addition, this proposal regarding the election of the Executive Director has been submitted
according to the unanimous agreement by supervisory directors.
Name(Date of Birth)

Career Summary and Material Concurrent Position
April 1982
April 1982
April 1986
April 1994
June 1994
August 1995
April 1998
March 2000
April 2005

August 2005
November 2006
December 2007
February 2008
Shuhei Yoshida(June 19, 1952)

November 2008
September 2009
May 2010

January 2013
April 2013
September 2013
May 2014
July 2014
December 2014
December 2014
June 2015
October 2015

Registered as a Japanese lawyer (with the Daiichi Tokyo
Bar Association)
Joined Toshio Shitara Law Office
Currently serves as Partner at Law Office Shuhei
YoshidaConciliation Commissioner of Tokyo Family Court
Audit & Supervisory Board Member of Satellite
Consulting Partners Co., Ltd.
Audit & Supervisory Board Member of Asset Partners
Co., Ltd.
Lecturer at the Faculty of Law, Kanagawa University
Director of the Yahirokai Social Welfare Organization
Part-time lecturer (special lecture on insolvency
proceedings laws) at the School of Law, Kanagawa
University
Supervisory Director of Nomura Real Estate Office Fund,
Inc.
Supervisory Director of Nomura Real Estate
Residential Fund, Inc.
Visiting professor at the National Graduate Institute for
Policy Studies
Currently serves as Audit & Supervisory Board Memberof Business Accounting Club K.K.
Auditor of the non-profit organization the Accounting
Advisor Support Center
Currently serves as Audit & Supervisory Board Member of
M.H. Group Ltd.
Currently serves as Vice-president of the non-profit
organization the Tokyo Metropolitan Area Fixed-term
Rented Land and House Leasehold Promotion
Organization
Supervisory Director of former Nomura Real Estate
Master Fund, Inc.
Currently serves as Councilor of Foundation for Senior
Citizens' Housing
Currently serves as Vice Chairman of Japanese
Inheritance Association
Currently serves as Director of Japan Association forReal Estate Sciences
Currently serves as Director of Japan Law andEconomics Association
Currently serves as Auditor of the Yahirokai Social
Welfare Organization
Currently serves as Audit & Supervisory Board Memberof Ascot Corp
External Director of Nissei Build Kogyo Co., Ltd.
Supervisory Director of Nomura Real Estate Master
Fund, Inc.

7

Number of NMF
units held

0 units

June 2017
October 2018
April 2019

Currently serves as Executive Director of Nomura Real
Estate Master Fund, Inc.
Currently serves as External Director of Space Value
Holdings, Co. Ltd.
Currently works as special lecturer at the National
Graduate Institute for Policy Studies(Note) The above candidate for Executive Director has no special interest in NMF. The above candidate for Executive Director currently
supervises overall operations of NMF as Executive Director of NMF.

8

Proposal No. 3 Appointment of Two (2) Supervisory Directors
The term of office for Supervisory Directors Mineo Uchiyama and Koichi Owada will expire asof May 31, 2019. In order to further strengthen the supervisory structure, NMF proposes election of
three Supervisory Directors with one additional Supervisory Director.
The term of office of the Supervisory Directors to be elected will be for two years beginning on
June 1, 2019.
The candidates for Supervisory Director are as follows.
Candidate
NumberName(Date of Birth)

Career Summary and Material Concurrent Position
October 1985
April 2000
April 2000
July 2004
April 2008

1

Mineo Uchiyama(August 23, 1957)

April 2010

April 2011

July 2016
June 2017
October 1994

February 1999
April 2003
March 2015
May 2015
2

Koichi Owada(May 1, 1971)
June 2015

March 2017
June 2017
April 1993
April 1999
3

Mika Okada(September 23, 1970)

April 1999
May 2001
January 2008

9

Joined Serizawa Corporation (currently
known as GYOSEI & CO.)Currently serves as Partner at Mineo
Uchiyama CPA Office
Audit & Supervisory Board Member of PI
Technology Co., Ltd.
Audit & Supervisory Board Member ofValue Commerce Co., Ltd.
Professor at the Faculty of Economics,
Tohoku University
Special Professor of the Department ofProfessional Accountancy at the Graduate
School of Aoyama Gakuin University
Currently serves as Visiting Professor at theFaculty of Economics, Komazawa
University
Currently serves as partner of Seiryu Audit
Corporation.
Currently serves as Supervisory Director of
Nomura Real Estate Master Fund, Inc.
Joined Adachi Real Estate Appraisers office(currently known as Adachi Real EstateAppraisal CO., LTD.)
Registered as a real estate appraiser
Currently serves as CEO of Tama Sōgō
Appraisal Corporation
Currently serves as member of Fuchu City
Land Tax Appraisal Council
Director of Tokyo Association of Real
Estate Appraisers, Public Interest
Incorporated Foundation
Currently serves as chairman of public land
appraisal committee
Currently serves as member of public land
appraisal committee of Japan Association ofReal Estate Appraisers, Public Interest
Incorporated Foundation
Currently serves as member of Tokyo Land
Appraisal Council
Currently serves as Supervisory Director of
Nomura Real Estate Master Fund Inc.
Joined Yugenkaisha Blue Planet
Registered as an attorney (Tokyo Bar
Association)
Joined Tsunematsu, Yanase & Sekine(currently known as Nagashima, Ohno &Tsunematsu)
Joined Yuwa Partners (currently known
as CITY-YUWA Partners)
Currently serves as partner of CITY-YUWA
Partners

Number of NMF
units held

0 units

0 units

0 units

April 2013

Part-time Lecturer of Kumamoto University
School of Law
Currently serves as Board Member of theLicensing Executives Society Japan

April 2017

(Note) The above candidates for Supervisory Director have no special interest in NMF. Mineo Uchiyama and Koichi Owada, the two candidates forSupervisory Director, currently supervise overall execution of duties by the Executive Director of NMF as Supervisory Directors of NMF.
Concerning Mika Okada, one of the candidates for Supervisory Director, the name described above is the former and professional name,but the name on the family register is Mika Furusawa.

10Reference Matter
If any proposal to be submitted to the general meeting of unitholders is in conflict in its nature withother proposal, the provision of “Deemed Approval” prescribed in Article 14, paragraphs 1 and 2 of
NMF’s Articles of Incorporation shall not be applied with respect to any of such proposals.
Please note that none of the proposals from Proposal 1, Proposal 2 and Proposal 3 above constitutes
such conflicting proposal.
End of document11