Disclaimers
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 FundManagers Directive (European Directive 2011/61/EU) (the “AIFMD”) as implemented in theirrespective jurisdictions. Accordingly, you should not use this document for any other purpose.
Netherlands
The units of Mori Hills REIT Investment Corporation (“Mori Hills” or the “AIF”) are being
marketed in the Netherlands under Section 1:13b of the Dutch Financial Supervision Act (Wet op
het financieel toezicht, or the “Wft”). In accordance with this provision, Mori Building
Investment Management Co., Ltd. (the “AIFM”) has submitted a notification with the Dutch
Authority for the Financial Markets. The units of Mori Hills will not, directly or indirectly, beoffered, 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 theWft, and as a consequence neither the AIFM nor Mori Hills is subject to the license requirement
pursuant to the Wft. Consequently, neither the AIFM nor Mori Hills is subject to supervision of
the Dutch Central Bank (De Nederlandsche Bank, “DNB”) or the Netherlands Authority for
Financial Markets (Autoriteit Financiële Markten, the “AFM”) and this Article 23 AIFMD
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 the Regulation (EU) 2017/1129 (the“Prospectus Regulation”) as amended and applicable in the Netherlands. The AIFM is therefore
solely subject to limited ongoing regulatory requirements as referred to in Article 42 of the
AIFMD.
United Kingdom
The units of Mori Hills are being marketed in the United Kingdom pursuant to Article 59 of theUnited Kingdom Alternative Investment Fund Managers Regulations 2013. In accordance withthis provision, 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 the United Kingdom Financial Services and Markets Act 2000 (“FSMA”),
Mori Hills is an unregulated collective investment scheme which has not been authorized by the
FCA.
Accordingly, any communication of an invitation or inducement to invest in Mori Hills may
only be made to (i) investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or “the Order”;or (ii) high net worth companies falling within Articles 49(2)(a) to (d) of the Order and otherpersons to whom it may lawfully be communicated (all such persons referred to under (i) and (ii)of this paragraph, together being referred to as “Relevant Persons”).
In the United Kingdom, this document and its contents are directed only at Relevant Persons andmust not be acted on or relied on by persons who are not Relevant Persons. The transmission ofThis document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

1

this document and its contents in the United Kingdom to any person other than a Relevant Person
is unauthorized and may contravene the FSMA and other United Kingdom securities laws andregulations.
European Economic Area and United Kingdom
In addition to the restrictions under the AIFMD, the units of Mori Hills are not intended to beoffered, sold or otherwise made available to and should not be offered, sold or otherwise madeavailable to any retail investor in the European Economic Area (the “EEA”) or the United
Kingdom. 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”); (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; or(iii) not a qualified investor as defined in the Prospectus Regulation, as amended. Consequently
no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs
Regulation”) for offering or selling the units of Mori Hills or otherwise making them available toretail investors in the EEA or the United Kingdom has been prepared and therefore offering or
selling the units of Mori Hills, or otherwise making them available, to any retail investor in the
EEA or the United Kingdom may be unlawful under the PRIIPs Regulation.

This document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

2

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

Investment strategy

The core strategy of Mori Hills REIT Investment Corporation (“Mori Hills” or the “AIF”) is“investment in the city”, which is based on the belief that mixed-use urban spaces,
combining uses such as work, residence, recreation, rest and study, create synergies thatenhance customer satisfaction, attract more people traffic into the area and promote thearea development as a whole. “City” in this context refers to not merely a geographic
location with an aggregation of buildings, but a “space” which integrates various needs ofthe people’s urban lifestyle and includes the entirety of the economic and culturalactivities of the people that gather in such space.
Mori Hills believes that “investment in the city” will continue to provide stable rental
revenue and a solid foundation for portfolio growth to achieve its investment objective of
maximizing the value of the unitholders’ investments over a long term.
Mori Hills aims to achieve its objectives through the following strategies:
Continue to seek premium properties in central Tokyo. Mori Hills seeks to continue
its focus on investing in “premium properties”, and in mixed-use urban spacesthat combine uses such as work, residence, recreation, rest and study, to createsynergies that enhance customer satisfaction, attract more people traffic into thearea and promote the area development as a whole.
Leverage the acquisition pipeline of the Sponsor and the Mori Building Group. Mori
Hills and Mori Building Investment Management Co., Ltd. (the “AIFM”) intend toachieve continued growth in its portfolio by leveraging assistance from Mori
Building Co., Ltd. (the “Sponsor”) through the support agreement with theSponsor. The Sponsor has agreed to give Mori Hills preferential negotiation rights
and will provide Mori Hills with information on properties that meet its
investment criteria before providing it to any other person, subject to certain
exceptions.
Utilize the asset management experience of the AIFM. Mori Hills seeks to takeadvantage of the knowledge, experience and network of the AIFM in the realestate market to help it locate and acquire properties that fit its investment
strategy.
Focus on maintaining and increasing NOI yields and asset values. Mori Hills
intends to continue acquiring properties that will maintain or enhance portfolio
net operating income yields.
Leverage its relationship with the Sponsor as its property manager. The Sponsor
acts as the property manager for nearly all of Mori Hills’ properties. Mori Hills willuse its relationship with the Sponsor to ensure thoughtful and efficientmanagement of its properties.
Increase the number of pass-through master leases over the medium to long term.
Mori Hills will seek to increase the percentage of pass-through master leases anddecrease the percentage of fixed-rent master leases in its portfolio over the
medium to long term in order to capture the upside of market conditions.
Optimize operating costs. Mori Hills seeks to maintain operating costs at an
appropriate level through efficient operational management and regular review ofoperating costs, while not sacrificing competiveness and tenant satisfaction.

This document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

3

Types of assets the AIF
may invest inTechniques it may
employ and all
associated risks

Maintain strong tenant relations. Mori Hills seeks to secure attractive tenants for
its properties to increase the value of its portfolio over the medium to long termby maintaining long-term relationships of trust with qualified tenants.
Improve leasing management. The AIFM intends to continue to work withproperty managers to evaluate the operational and leasing status of the tenants
and formulate and execute plans for improvement.
Establish long-term maintenance and repair plans. Mori Hills has established longterm plans for maintenance, repairs and renovations to maintain the value of theassets in its portfolio.
Real estate, trust beneficiary interests relating to real estate, real estate-related securities,
specified assets and other assets, including assets that are incidental to real estate
investment, such as trademark rights and copyrights.
Mori Hills makes investments primarily in high-quality, large-scale properties exhibitingsuperior earthquake resistance in central Tokyo with a strategic focus on “premium
properties”, which are defined as office buildings, residential properties and retail andother facilities with competitive advantages in terms of quality, scale and otherspecifications that are expected to continue into the future.
The principal risks with respect to investment in Mori Hills are as follows:
Any adverse conditions in the Japanese economy could adversely affect Mori Hills’
properties;
Mori Hills may not be able to acquire properties to execute its growth and investment
strategy in a manner that is accretive to earnings and the amount of dividends perunit;
The high concentration in Mori Hills’ portfolio of premium properties in central Tokyo
could have a material adverse effect on Mori Hills’ business;
Increases in prevailing market interest rates, particularly following the Bank of Japan’s
announcement of a major new policy for monetary easing, would increase Mori Hills’
interest expense and may result in a decline in the market price of Mori Hills’ units;Mori Hills’ reliance on the Sponsor and other Mori Building Group companies could
have a material adverse effect on Mori Hills’ business;Competition for tenants may adversely affect Mori Hills’ ability to retain its current
tenants, find new tenants and achieve favorable rental rates;
Mori Hills may suffer large losses if any of its properties incur damage from a natural
or man-made disaster or acts of violence;
Mori Hills may incur unexpected expenses, expenditure or other losses for repair ormaintenance of its properties;
Mori Hills may be strictly liable for any unforeseen loss, damage or injury suffered by athird party at its properties;
Because most of Mori Hills’ operating expenses are largely fixed, it may suffer adverse
consequences if its rental revenues decline;
Illiquidity in the real estate market may limit Mori Hills’ ability to grow or adjust its
portfolio;
Defects relating to Mori Hills’ properties may adversely affect its financial condition
and results of operations;This document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

4

Mori Hills relies on expert reports for appraisals and PML percentages, and thesereports are subject to significant uncertainties;
Mori Hills relies on industry and market data that are subject to significant
uncertainties;
The environmental assessments of Mori Hills’ properties made prior to its ownershipmay not have uncovered all environmental liabilities, and Japanese laws subject
property owners to strict environmental liabilities;
To the extent Mori Hills’ purchases or commits to purchase properties still in thedevelopment stage, it will be exposed to increased risks and uncertainties;
Mori Hills may lose rental revenues in the event of lease terminations, decreased leaserenewals, defaults, nonpayment by tenants on rental obligations or requests or
demands for reduction in rents or if tenants experience financial difficulties or
insolvency;
Any of Mori Hills’ current or future properties, may violate earthquake resistance orother building codes, and any such buildings may collapse in even minor earthquakes
or may be required to be strengthened or demolished by Mori Hills at significant
expense;Master lease agreements expose Mori Hills to the risk of becoming an unsecured
creditor of the Sponsor as our master lessee in the event of its insolvency;
Decreases in tenant lease and guarantee deposits would increase Mori Hills’ funding
costs;
Any inability to obtain financing for future acquisitions, or any restrictions on Mori
Hills’ activities under its financing arrangements, could adversely affect Mori Hills;
A high LTV ratio may increase Mori Hills’ exposure to changes in interest rates andadversely affect Mori Hills;
Mori Hills may suffer impairment losses relating to its properties and may also suffer
adverse tax effects upon recognizing impairments;
A downgrading of Mori Hills’ credit rating may affect payments of principal of orinterest on its bonds;
The past performance of the Sponsor is not an indicator or guarantee of Mori Hills’
future results; andMori Hills’ financial statements are prepared in accordance with Japanese GAAP,
which differs in certain material respects from IFRS, U.S. GAAP and generally accepted
accounting principles and financial reporting standards in other jurisdictions.
In addition, Mori Hills is subject to the following risks:Mori Hills’ success depends on the performance of service providers to which it isrequired to assign various key functions;
There are potential conflicts of interest between Mori Hills and certain Mori Building
Group companies, including the AIFM;
Mori Hills depends on the efforts of key personnel of the AIFM;
Unitholders have limited control over Mori Hills’ investment policies;
J-REITs and their asset managers are subject to tight supervision by the regulatory
authorities;
This document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

5

If unitholders do not exercise their voting rights, Mori Hills may count their votes infavor of proposals at a general meeting of unitholders;Mori Hills’ failure to satisfy a complex series of requirements pursuant to Japanese tax
regulations would disqualify it from certain taxation benefits and significantly reduce
its distributions to unitholders;
If the Japanese tax authorities disagree with the interpretations used by Mori Hills forprior periods, Mori Hills may be forced to pay additional taxes for those periods;
Mori Hills may not be able to benefit from reductions in certain real estate taxes
enjoyed by qualified J-REITs;
Changes in Japanese tax laws may significantly increase Mori Hills’ tax burden;
Mori Hills expects to be treated as a “passive foreign investment company” for U.S.
federal income tax purposes;
Unitholders may be subject to U.S. Foreign Account Tax Compliance Act (FATCA)
withholding tax after 2018;
Mori Hills’ ownership rights in some of its properties may be declared invalid orlimited;Mori Hills may lose its rights in a property it owns if the purchase of the property is
recharacterized as a secured financing;Mori Hills’ leasehold or subleasehold rights may be terminated or may not be asserted
against a third party in some cases, or Mori Hills’ leases with its tenants could be
modified;
Properties for which third parties hold leasehold rights in the land and own thebuildings may subject Mori Hills to various risks;
Many of Mori Hills’ properties are in a form of compartmentalized ownership interests(kubun shoyu-ken) and Mori Hills’ rights relating to such properties may be affected by
the intentions of other owners;
Many of Mori Hills’ properties are in the form of property co-ownership (kyoyu) ortrust beneficiary interest coownership (junkyoyu) and Mori Hills’ rights relating to suchproperties may be affected by the intentions of other owners;
Some of Mori Hills’ properties are subject to preferential purchase rights, rights of firstrefusal and other similar rights held by lessees, tenants or other third parties;
Tax increases or adverse changes in applicable laws may affect Mori Hills’ potential
liabilities relating to Mori Hills’ properties and operations;
Mori Hills’ costs of complying with regulations applicable to its properties could
adversely affect its results of operations;
Mori Hills owns a substantial portion of its properties through trust beneficiaryinterests and may suffer losses as a trust beneficiary;
The AIFMD may negatively affect Mori Hills’ ability to market its units in the EEA andincrease its compliance costs associated with marketing of its units in the EEA; andMori Hills’ units may be deemed to constitute “plan assets” for ERISA purposes, which
may lead to the rescission of certain transactions, tax or fiduciary liability and Mori
Hills being held in violation of ERISA requirements.
Any applicable
investment restrictions

Mori Hills is subject to investment restrictions under Japanese laws and regulations,
including the Act on Investment Trusts and Investment Corporations (the “ITA”) and the
Financial Instruments and Exchange Act (the “FIEA”). These restrictions require that MoriThis document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

6

Hills 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, and surface
rights (chijo-ken) (i.e. the right to use land for the purpose of having a structure on it), as
well as trust beneficiary interests in securities, real estate, leaseholds of real estate andsurface rights.
Furthermore, under the listing rules of the Tokyo Stock Exchange, any listed J-REIT such asMori Hills must invest substantially all of its assets in real estate, real estate-related assets
and liquid assets as provided by the listing requirements. Real estate in this context
includes, but is not limited to, real estate, leaseholds of real estate, surface rights, andtrust beneficiary interests for these assets, and real estate-related assets in this context
include, but are not limited to, anonymous association (tokumei kumiai) interests forinvestment in real estate. A J-REIT that lists its units on the Tokyo Stock Exchange mustalso comply with the Investment Trusts Association, Japan rules, which require the J-REIT
to invest more than 50% of its assets in real estate and asset backed securities investing
primarily in real estate, which include, but are not limited to, real estate, leaseholds of realestate, surface rights or trust beneficiary interests for real estate, surface rights orleaseholds of land.
Pursuant to the ITA, investment corporations may not independently develop land for
housing or to construct buildings, but may outsource such activities in certain
circumstances.

Circumstances inwhich the AIF may use
leverage

The types and sourcesof leverage permitted
and associated risks

In addition, the basic investment policy of Mori Hills is set out in Mori Hills’ Articles ofIncorporation. Moreover, the AIFM has established investment guidelines to provide moredetailed policies based on this basic policy.
Mori Hills may take out loans or issue long-term investment corporation bonds or shortterm investment corporation bonds. Mori Hills may also enter into commitment line
agreements and other agreements that involve a line of credit or ability to borrow fromtime to time. In addition, Mori Hills will borrow only from lenders that are certain qualified
institutional investors as specified by the FIEA.
Such financing activities may be undertaken for the purpose of acquiring new properties,
maintaining or repairing existing properties, maintaining working capital, making
distributions, and repaying tenant leasehold and security deposits, investment corporation
bonds and short-term investment corporation bonds and other forms of debt.
Mori Hills currently has outstanding fixed and floating rate long-term loans andoutstanding investment corporation bonds, as well as access to a commitment line, all ofwhich are unsecured and unguaranteed.
Mori Hills may be subject to restrictive covenants in connection with any indebtedness
that may restrict Mori Hills’ operations and limit its ability to make cash distributions tounitholders, to dispose of properties or to acquire additional properties. Furthermore, if
Mori Hills were to violate such restrictive covenants, for example with regard to themaintenance of debt service coverage or loan-to-value ratios, lenders may be entitled torequire Mori Hills to collateralize portfolio properties or demand that the entire
outstanding balance be paid ahead of scheduled payments. Further, in the event of anincrease in interest rates, to the extent that Mori Hills has taken on any debt withThis document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

7

Any restrictions onleverage
Any restrictions on
collateral and asset
reuse arrangements
Maximum level ofleverage which the
AIFM is entitled to
employ on behalf of
the AIF
Article 23(1) (b)Procedure by which
the AIF may change its
investment strategy /investment policy
Article 23(1) (c)Description of themain legal implicationsof the contractual
relationship enteredinto for the purpose ofinvestment, including
jurisdiction, applicablelaw, and the existenceor not of any legal
instruments providing
for the recognition andenforcement of
judgments in the
territory where the AIF
is established

unhedged floating rates, interest payments may increase, which in turn could reduce theamount of cash available for distributions to unitholders. Higher interest rates may also
limit Mori Hills’ capacity for short- and long-term borrowings, which would in turn limit its
ability to acquire properties, and could cause the market price of its units to decline.
Under Mori Hills’ Articles of Incorporation, the maximum principal amount of any
particular borrowing or issuance of investment corporation bonds will be one trillion yen
and the aggregate amount of all such debt will not exceed one trillion yen.
No applicable arrangements.
Mori Hills has, in principle, set an upper limit of 65% for its loan-to-value, or LTV, ratio inorder to operate with a stable financial condition. Mori Hills may, however, temporarily
exceed any such levels as a result of property acquisitions or fluctuations in property
appraisal value.

Changes to Mori Hills’ basic investment policy require an amendment of the Articles ofIncorporation. Such amendment requires a quorum of a majority of the total issued units
and at least a two-thirds vote of the voting rights represented at a general meeting ofunitholders.
Mori Hills is a corporate-type investment trust in the form of investment corporation(toshi hojin) provided for under the ITA. Therefore, the relationship between Mori Hills
and its unitholders is governed by Mori Hills’ articles of incorporation (as opposed toindividual agreements), which can be amended from time to time upon resolution of ageneral unitholders’ meeting. Mori Hills’ articles of incorporation stipulate rules relating to
general unitholders’ meetings, including the convocation, setting of record date, exercise
of voting rights, resolutions and election of Mori Hills’ directors. The relationship between
Mori Hills and its unitholders is also governed by, and is subject to the provisions of,Japanese law, including the ITA.
The courts in Japan would recognize as a valid judgment any final and conclusive civil
judgment for monetary claims (which, for this purpose, are limited to those of a purely
civil nature and do not include monetary claims of the nature of criminal or administrative
sanction, such as punitive damages, even though they take the form of civil claims) against
Mori Hills obtained in a foreign court provided that (i) the jurisdiction of such foreign court
is admitted under the laws of Japan, (ii) Mori Hills has received service of process for thecommencement of the relevant proceedings, otherwise than by a public notice or any
method comparable thereto, or has appeared without any reservation before such foreign
court, (iii) neither such judgment nor the relevant proceeding is repugnant to public policy
as applied in Japan, (iv) there exists reciprocity as to the recognition by such foreign courtof a final judgment obtained in a Japanese court and (v) there is no conflicting judgementon the subject matter by any Japanese court.

This document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

8

Mori Hills has entered into the following agreements with the AIFM and the Sponsor, eachof which is governed by Japanese law:
Asset management agreement dated as of February 2, 2006, as amended,
between Mori Hills and the AIFM.
Support agreement dated as of August 10, 2006 among Mori Hills, the AIFM andthe Sponsor.
The AIFM has entered into the following agreement with the Sponsor, which is governed
by Japanese law:
Advisory business entrustment agreement dated as of August 10, 2006 between
the AIFM and the Sponsor.
Additionally, Mori Hills has entered into purchase and sale agreements with sellers andbuyers in connection with the acquisition or disposition of properties, as well as trust
agreements with major Japanese trust banks pursuant to which Mori Hills holds many ofthe properties in its portfolio in the form of trust beneficiary interests.
Mori Hills 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.

This document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

9Article 23(1) (d)The identity of the
AIFM, AIF's depositary,
auditor and any otherservice providers and a
description of theirduties and theinvestors' rights
theretoAsset Manager (AIFM): Mori Building Investment Management Co., Ltd.
Auditor: Ernst & Young ShinNihon LLC
Asset Custodian: Sumitomo Mitsui Trust Bank, Limited
Administrative Agents: Sumitomo Mitsui Trust Bank, Limited and Heiseikaikeisha
Tax Corporation
Unitholders’ Register, Special Accounts and Bond Fiscal Agent: Mitsubishi UFJ
Trust and Banking Corporation
The AIFM’s duties include formulating and executing Mori Hills’ investment strategy,
directing and supervising Mori Hills’ on-site property managers’ implementation of various
programs, finding and identifying acquisition targets, purchasing and disposing ofproperties, reporting to Mori Hills regarding the status of the portfolio, and finance andaccounting related services. The FIEA provides that the AIFM owes Mori Hills a fiduciary
duty and must conduct its activities as asset manager in good faith. The FIEA also prohibits
the AIFM from engaging in certain specified conduct, including entering into transactions
outside the ordinary course of business or with related parties of the AIFM that arecontrary to or violate Mori Hills’ interests. Pursuant to the ITA, Mori Hills’ unitholders havethe right to approve the execution or termination of the asset management agreement at
a general meeting of unitholders.
The auditor’s responsibilities include preparing an audit report on Mori Hills’ financial
statements for the fiscal periods ending January 31 and July 31 of each year.
The asset custodian’s responsibilities include acting as the custodian of Mori Hills’ assets.
The administrative agents’ responsibilities include, with respect to Sumitomo Mitsui Trust
Bank, Limited, administration of Mori Hills’ board meetings and unitholder meetings andwith respect to Heiseikaikeisha Tax Corporation, administration of accounting matters,
preparation of financial documents and administration of tax payments.
The unitholders’ register, special accounts and bond fiscal agent’s responsibilities include
the provision of (i) agency services, such as the creation, administration and custody of theunitholder register and related documents, administration of issuance of Mori Hills’ units,
receipt of certain requests from unitholders, distribution of meeting convocation notices
and the calculation and administration of distributions to unitholders and (ii) services
related to the investment corporation bonds issued by Mori Hills, such as theadministration of the preparation and keeping of Mori Hills’ investment corporation bonds
registry, the administration of payments of interest and redemption money tobondholders and the administration of issuance of Mori Hills’ investment corporation
bonds.

This document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

10Article 23(1) (e)Description of how the
AIFM complies withthe requirements tocover professional
liability risks (ownfunds / professional
indemnity insurance)
Article 23(1) (f)Description of any
delegatedmanagement function
such as portfolio
management or risk
management and of
any safekeeping
function delegated by
the depositary, theidentification of thedelegate and any
conflicts of interest
that may arise fromsuch delegations
Article 23(1) (g)Description of the AIF’s
valuation procedureand pricing
methodology,
including the methods
used in valuing hardto-value assets

Not applicable.

Not applicable.
There is no delegation of such functions beyond the AIFM, which is responsible for
portfolio and risk management, and the asset custodian, which is responsible forsafekeeping activities.

Mori Hills values assets in accordance with its Articles of Incorporation. The methods andstandards that Mori Hills uses for the valuation of assets are based on the Ordinance on
Accountings of Investment Corporations, as well as the Regulations Concerning Real Estate
Investment Trusts and Real Estate Investment Corporations and other regulations
stipulated by ITA, as well as Japanese GAAP.
J-REITs may only use the valuation methods prescribed in the rules of the Investment
Trusts Association, Japan, which emphasize market price-based valuation.
Hard to value assets include assets such as equity interests in real estate anonymous
associations (tokumei kumiai), beneficiary interests in trusts of money principally invested
in real estate anonymous associations and tenant leasehold and security deposits. Future
cash flows of hard to value assets are difficult to estimate. Mori Hills values hard to value
assets differently depending on the asset, but pursuant to the ITA, the Ordinance on
Accountings of Investment Corporations and the evaluation rules of the Investment Trusts
Association, Japan or in accordance with generally accepted accounting principles in Japanapplicable to J-REITs. The valuation of such hard to value assets is discussed in the notes toour financial statements.

Article 23(1) (h)Description of the AIF’s
liquidity risk
management,

Net cash provided by operating activities constitutes Mori Hills’ primary source of liquidity
to fund distributions, interest payments on outstanding loans payable, fees to the AIFM
and other service providers, property taxes, repairs and maintenance, and capitalThis document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

11

including redemption
rights in normal andexceptional
circumstances andexisting redemption
arrangements withinvestors

expenditures for its properties in the ordinary course of business. However, Mori Hills’
ability to use cash flows from operations to finance property acquisitions is severely
limited because Mori Hills is generally required to distribute in excess of 90% of its
distributable profit, calculated in accordance with the Special Taxation Measures Act ofJapan, for each fiscal period to its unitholders. Therefore, Mori Hills’ financing for
acquisitions depends primarily on outside financing, including equity offerings, loans andinvestment corporation bonds.
Mori Hills controls liquidity-related risks by aiming to maintain its LTV ratio with an upper
limit of 65%, diversifying the maturity dates of its repayment obligations, and maintaininga certain amount of highly liquid cash and deposits.
Because Mori Hills is a closed-end investment corporation, unitholders are not entitled torequest the redemption of their investment.

Article 23(1) (i)Description of all fees,
charges and expenses
and a maximum
amount which is
directly / indirectly
borne by the investors

Directors’ compensation: Mori Hills’ articles of incorporation provide that Mori Hills may
pay each of its executive directors up to ¥1 million per month and its supervisory directors
up to ¥500,000 per month.
Asset Management Fees:
Mori Hills pays asset management fees to the AIFM as follows:
Management fees. The AIFM receives management fees, which comprises a type 1
management fee (Asset-based fee) and a type 2 management fee (Earnings-basedfee), each payable within three months after each fiscal period as described
below.
o Type 1 management fee (Asset-based fee). We pay to the AIFM a type 1
management fee for each fiscal period. This type 1 asset management fee
is up to 0.2% of the total appraisal value of our properties as of the end of
the immediately preceding period, based on the actual number of days ona 365-day year basis.
o Type 2 management fee (Earnings-based fee). We pay to the AIFM a type2 management fee for each fiscal period. This type 2 management fee isup to 2.0% of the distributable profits as of the end of the relevant fiscal
period. Distributable profits equals net operating income before income
taxes, excluding type 2 management fee for such fiscal period calculated
in accordance with Japanese GAAP, less any loss carried forward from theprevious fiscal period, if any.
In order to protect the interests of unitholders, we pay a lower acquisition fee to the AIFM
for a transaction involving a related party.
Acquisition Fees. For each new property we acquire, the AIFM receives anacquisition fees, which are equal to up to 1.0%, or 0.1% in case of a transaction
with a related party, of the purchase price (which means the trading value of therelevant property in the case of a sale and purchase transaction, excludingThis document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

12

national and local consumption taxes and expenses for acquisition) (any fractionalamount less than ¥1 obtained in the foregoing calculation will be discarded),payable by the end of the month immediately following the month of suchacquisition.
We also reimburse the AIFM for certain administrative and other costs, which are notincluded in our asset management fees.
Auditor Fee: Mori Hills may pay the independent auditor up to ¥15 million per fiscal
period. The board of directors is responsible for determining the actual compensation
amount.
Asset Custodian Fee:
Mori Hills pays custodian fees to Sumitomo Mitsui Trust Bank, Limited a custodian fee foreach fiscal period payable by the last day of the month immediately following the monthwhen the claim for the payment is made by the custodian for each fiscal period (or thepreceding business day if the last day of such month is not a bank business day), by meansof a bank remittance to the bank account as designated by the custodian. (Any bankremittance charges and local and national consumption taxes to be imposed on suchcharges shall be borne by Mori Hills.)
The custodian fee is determined as a percentage of the total amount of Mori Hills’ assets
as at the end of the previous fiscal period, not exceeding 0.03% of such total assets
prorated over 12 months, to be calculated based on the composition of Mori Hills’ assets
and to be separately agreed upon between the custodian and Mori Hills and local andnational consumption taxes to be imposed on the foregoing fees. Thus custodian fees will
depend on the size of the property portfolio. Any fees payable for any other services
which are not provided for in the asset custodian agreement shall be determined throughdiscussions between the asset custodian and Mori Hills.
Administrative Agent Fees:
Sumitomo Mitsui Trust Bank, Limited. Mori Hills pays to Sumitomo Mitsui Trust Bank,
Limited a general administration fee for each fiscal period payable by the last day of themonth immediately following the month when the claim for the payment is made by thisadministrative agent (or the preceding business day if the last day of such month is not abank business day), by means of a bank remittance to the bank account as designated bythis administrative agent. (Any bank remittance charges and local and national
consumption taxes to be imposed on such charges shall be borne by Mori Hills.)
The general administration fee is determined as a percentage of the total amount of ourassets as at the end of the previous fiscal period, not exceeding 0.03% of such total assets
prorated over 12 months, to be calculated based on the composition of our assets and to
be separately agreed upon between this administrative agent and Mori Hills and local andnational consumption taxes to be imposed on the foregoing fees. Thus generaladministration fee will depend on the size of our property portfolio. Any fees payable forThis document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

13

any other services which are not provided for in the administrative agent agreement shallbe determined through discussions between this administrative agent and Mori Hills.
Heiseikaikeisha Tax Corporation. Mori Hills pays to Heiseikaikeisha Tax Corporation feesfor each month (or any fractional period less than one month, if any), payable by the endof the month immediately following the relevant month upon the claim for the payment
made by this administrative agent, by means of a bank remittance to the bank account as
designated by this administrative agent or a bank account transfer. (Any bank remittancecharges and local and national consumption taxes to be imposed on such charges shall beborne by Mori Hills.).
The monthly fees are calculated by taking the lower of the amounts defined in clauses (i)and (ii) below, subtracting ¥8,400,000, and dividing the result by 12, with rounding off any
amount less than one thousand yen.
(i) (Number of properties (including the underlying properties for trust beneficiaryinterests) for which Heiseikaikeisha Tax Corporation acts as administrative agent
and which are held by Mori Hills as of the end of the relevant month - Number ofproperties which we owned as of April 30, 2006) X ¥750,000 + ¥14,400,000.
(ii) Based on the total acquisition price (which shall be the acquisition price set
forth in the relevant purchase agreement) of properties for which Heiseikaikeisha
Tax Corporation acts as administrative agent and which are held by Mori Hills as ofthe end of the relevant month, either (a) ¥20 million if such total acquisition priceis ¥180 billion or less; (b) ¥20 million + (total acquisition price - ¥180 billion) X
0.012% if such total acquisition price is greater than ¥180 billion and less than orequal to ¥300 billion; or (c) ¥34.4 million + (total acquisition price - ¥300 billion) X
0.009% if such total acquisition price is greater than ¥300 billion.
Mori Hills also pays Heiseikaikeisha Tax Corporation settlement of accounts and filing oftax return service fees in the amount of ¥4.2 million per business period, plus applicablenational and local consumption taxes. Mori Hills pays to this administrative agent such
fees for each business period by the end of the month two months after the last day of therelevant business period upon the claim for the payment made by this administrative
agent, by means of a bank remittance to the bank account as designated by thisadministrative agent or a bank account transfer. (Any bank remittance charges and local
and national consumption taxes to be imposed on such charges shall be borne by Mori
Hills.)In addition, upon the acquisition of new properties (including the case of any partial
acquisition, such as an acquisition of compartmentalized ownership interests), Mori Hills
pays a fee of ¥200,000 per property to Heiseikaikeisha Tax Corporation for the creation
and registration of fixed asset ledgers with respect to such new properties. Mori Hills pays
to this administrative agent such fee by the end of the month immediately following themonth in which Mori Hills has confirmed the completion of creation and registration of
fixed asset ledgers with respect to such new properties, by means of a bank remittance toThis document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

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the bank account as designated by this administrative agent or a bank account transfer.
(Any bank remittance charges and local and national consumption taxes to be imposed onsuch charges shall be borne by Mori Hills.)
Fees other than those described above may be paid to Heiseikaikeisha Tax Corporation inconnection with other services (such as an observance of any tax inspection) based on
mutual consultation. If the fees described above become inadequate due to changes in
economic conditions or in the circumstances of Heiseikaikeisha Tax Corporation or Mori
Hills, such fees may be revised after mutual consultation.
Mori Hills is responsible for the payment of national and local consumption taxes to be
imposed on the foregoing fees payable to this administrative agent.
Unitholders’ Register, Special Accounts and Bond Fiscal Agent Fees:
Mori Hills pays Mitsubishi UFJ Trust and Banking Corporation under the relevant
agreements for services provided by Mitsubishi UFJ Trust and Banking Corporation asadministrative agent for Mori Hills’ unitholders’ register, special accounts and certain of its
investment corporation bonds pursuant to a fee schedule based on type and quantity ofservices performed.
Article 23(1) (j)Description of the
AIFM's procedure toensure fair treatment
of investors and detailsof any preferential
treatment received byinvestors, including
detailing the type ofinvestors and theirlegal or economic links
with the AIF or AIFM
Article 23(1) (k)The latest annual
report referred to in
Article 22(1)Under Article 77 paragraph 4 of the ITA, which applies the requirements of Article 109
paragraph 1 of the Companies Act of Japan to investment corporations, investment
corporations are required to treat unitholders equally depending on the number andcontent of units held. In addition, upon liquidation, the allotment of residual assets tounitholders is required to be made equally depending on the number of units held under
Article 77 paragraph 2 item 2 and Article 158 of the ITA.

Additional information may be found in our most recent semi-annual report prepared inaccordance with Article 22 of the AIFMD, which is available at the AIFM’s office located at12-32, Akasaka 1-chome, Minato-ku, Tokyo, Japan.

Article 23(1) (l)The procedure andMori Hills is authorized under its Articles of Incorporation to issue up to 10,000,000 units.
conditions for the issue Its units have been listed on the Tokyo Stock Exchange since November 30, 2006.
and sale of the units
Secondary market sales and transfers of units will be conducted in accordance with therules of the Tokyo Stock Exchange. Unit prices on the Tokyo Stock Exchange aredetermined on a real-time basis by the equilibrium between bids and offers.

This document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

15

The Tokyo Stock Exchange sets daily price limits, which limit the maximum range offluctuation 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 valueof the AIF or latest
market price of theunit or share of the AIF
Article 23(1) (n)Details of the historicalperformance of theAIF, where available

Mori Hills’ unit’s latest market price is publicly available at the Tokyo Stock Exchange orfrom financial information venders (including Reuters, which can be viewed at
http://www.reuters.com/finance/stocks/overview?symbol=3234.T).

The units of Mori Hills were listed on the Tokyo Stock Exchange on November 30, 2006.
The performance of the units for the most recent five fiscal periods is as follows.
Total Assets(JPY million)

Fiscal period
24th Fiscal Period(February 1, 2018 to July
31, 2018)
25th Fiscal Period(August 1, 2018 toJanuary 31, 2019)
26th Fiscal Period(February 1, 2019 to July
31, 2019)
27th Fiscal Period(August 1, 2019 toJanuary 31, 2020)
28th Fiscal Period(February 1, 2020 to July
31, 2020)

Article 23(1) (o)Identity of the prime
broker, any material
arrangements of the
AIF with its prime
brokers, how conflictsof interest aremanaged with theprime broker and theprovision in thecontract with thedepositary on thepossibility of transfer
and reuse of AIF
assets, andinformation about any

Total Net Assets(JPY million)

Net Assets per unit
(JPY)362,345

179,366

102,457

394,539

195,578

104,310392,256

195,336

104,181392,217

195,459

104,247

392,258

195,503104,270

No applicable prime broker.

This document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

16

transfer of liability tothe prime broker that
may exist
Article 23(1) (p)Description of how andwhen periodic
disclosures will bemade in relation toleverage, liquidity andrisk profile of theassets, pursuant to
Articles 23(4) and23(5)Article 23(2)The AIFM shall informthe investors before
they invest in the AIF
of any arrangement
made by thedepositary tocontractually discharge
itself of liability inaccordance with
Article 21(13)The AIFM shall also
inform investors of any
changes with respect
to depositary liability
without delay

The AIFM will disclose the matters described in Articles 23(4) and 23(5) periodicallythrough Mori Hills’ Internet website and semi-annual report.

Not applicable.

Not applicable.

Article 23(4)(a)Percentage of the AIF's assets which
are subject to special arrangements
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
Overview of any special
arrangements, including whether
they relate to side pockets, gates orother arrangements
Valuation methodology applied toassets which are subject to sucharrangements

There are no assets that are subject to special arrangements arising fromtheir illiquid nature.

There are no such special arrangements.

There are no such special arrangements.

This document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

17

How management and performancefees apply to such assets
Article 23(4)(b)Any new arrangements for managing
the liquidity of the AIF
For each AIF that the AIFM manages
that is not an unleveraged closed-end
AIF, notify to investors whenever they
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).
Immediately notify investors where
they activate gates, side pockets orsimilar special arrangements or
where they decide to suspend
redemptions
Overview of changes to liquidity
arrangements, even if not special
arrangements
Terms of redemption andcircumstances where management
discretion applies, where relevant
Also any voting or other restrictions
exercisable, the length of any lock-up
or any provision concerning ‘first inline’ or ‘pro-rating’ on gates andsuspensions shall be included
Article 23(4)(c)
The current risk profile of the AIF andthe risk management systems

There are no such special arrangements.

Any new arrangements or change in applicable arrangements will be
disclosed at an appropriate time.
Any new arrangements or change in applicable arrangements will be
disclosed at an appropriate time.

Any new arrangements or change in applicable arrangements will be
disclosed at an appropriate time.

Any new arrangements or change in applicable arrangements will be
disclosed at an appropriate time.
Mori Hills is a closed-end investment corporation and unitholders are notentitled to request the redemption of their investment, except in the eventof liquidation.
There are no voting or other restrictions on the rights attaching to units.

The AIFM stipulates basic provisions of risk management in its risk
management rules. The appropriateness and effectiveness of the AIFM’s

This document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

18

employed by the AIFM to manage
those risks

risk management systems are regularly reviewed and evaluated by the
AIFM.
The use of long-term loans and investment corporation bonds to financeasset acquisitions and other purposes gives rise to liquidity risks. Mori Hills
controls such risks by aiming to maintain an upper limit on the LTV ratio of
65%, diversifying financing methods and lenders, dispersing repayment
deadlines, retaining a certain amount of liquid cash deposits andestablishing commitment lines.
Borrowings and investment corporation bonds are also exposed to a risk ofrising interest rates. Mori Hills manages interest rate risks by diversifying
debt to include more long-term borrowings and investment corporation
bonds with varying maturity dates.
Derivative transactions (interest rate swap transactions) may be used tohedge against the risks of increases in floating interest rates.

Measures to assess the sensitivity of
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 havebeen 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 amountof leverage which the AIFM 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

Mori Hills’ use of tenant leasehold and security deposits gives rise toliquidity risk since repayment of these deposits is triggered when tenants
move out of Mori Hills’ properties. This risk is controlled through suchmeasures as preparing cash management plans and retaining cash anddeposits sufficient to return deposits to tenants.
No such measures have been implemented.

No such situation has occurred.

Any new arrangements or change in applicable arrangements will be
disclosed at an appropriate time.

This document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

19

divided by the net asset value of the
AIF.
Any right of the reuse of collateral or
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
providers relating to the above.
Article 23(5)(b)Information on the total amount ofleverage employed by the AIF
calculated in accordance with thegross and commitment methods

No such right or guarantee exists.

Any new arrangements or change in applicable arrangements will be
disclosed at an appropriate time.
The aggregate amount of debt with interest is ¥179,222 million as of July
31, 2020.

This document has been prepared solely for the purpose of providing U.K. and Dutch investors with certain information
under Article 23 of the AIFMD as implemented in their respective jurisdictions. This document is not an offer to sell or asolicitation of any offer to buy the units of Mori Hills REIT Investment Corporation.

20