(Translation for reference purpose only)

ARTICLES OF INCORPORATIONofNOMURA REAL ESTATE MASTER FUND, INC.

(Translation for reference purpose only)

ARTICLES OF INCORPORATIONofNOMURA REAL ESTATE MASTER FUND, INC. (Nomura Fudosan MasterFund Toshi Hojin)

CHAPTER I
GENERAL PROVISIONS

Article 1.

(Trade Name)

The investment corporation shall be called Nomura Fudosan Master Fund Toshi Hojin, andin English, Nomura Real Estate Master Fund, Inc. (the “Investment Corporation”).

Article 2.

(Purpose)

The purpose of the Investment Corporation shall be to manage assets in accordance with the
Act Concerning Investment Trusts and Investment Corporations (the “Investment Trust Act”)
through investment primarily in Specified Assets (here and hereafter, meaning the assets
specified in the Investment Trust Act).

Article 3.

(Location of Head Office)The Investment Corporation shall have its head office in Shinjuku-ku, Tokyo.

Article 4.

(Method of Giving Public Notice)

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

CHAPTER IIINVESTMENT UNITS

Article 5.

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

1.

The Investment Corporation shall not make repayment for any unit at the request ofunitholders.

2.

The Investment Corporation shall be able to acquire its investment units for value
through agreement with unitholders.

Article 6.

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

1.

The total number of units authorized to be issued by the Investment Corporation shallbe twenty million (20,000,000) units.

2.

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

3.

The Investment Corporation may offer units to be issued by the Investment
Corporation for subscription, upon obtaining an authorization of the Board of Directors,
within the scope provided in Paragraph 1. The issue price for the Units for
Subscription (meaning the units allotted to persons who, in response to such offer,applied for subscription of such units) shall be approved by the Board of Directors as
deemed as a fair price in light of the contents of the assets owned by the Investment
Corporation (the “Investment Assets”).

Article 7.

(Unit Handling Regulations)

The handling of units of the Investment Corporation and fees therefor shall be governed by
the Unit Handling Regulations established by the Board of Directors, as well as by laws andregulations or these Articles of Incorporation.

Article 8.

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

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

–2–

CHAPTER III
GENERAL MEETINGS OF UNITHOLDERS

Article 9.

(Holding and Convocation of Meetings)

1.

General meetings of unitholders shall be convened on November 1, 2016 or without
delay after that date and a general meeting of unitholders shall be convened every two
years thereafter on November 1 or without delay after that date.

2.

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

3.

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

Article 10.

(Chairman)

The chairman of a general meeting of unitholders shall, when there is only one executive
director, be such executive director, and when there are two or more executive directors, be
one of such executive directors in accordance with an order previously determined by the
Board of Directors; provided, however, that if the executive director to be the chairman isunable to so act due to accidents, another executive director or a supervisory director shallserve as chairman in accordance with the order previously determined by the Board of
Directors.

Article 11.

(Resolutions)

1.

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

2.

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

3.

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

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Article 12.

(Exercise of Voting Right in Writing)1.

Exercise of voting right in writing shall require a statement of the necessary matters in
the document for the exercise of voting right and submission to the Investment
Corporation of the document with the necessary matters stated by the time specified bylaws and regulations.

2.

The number of voting rights exercised in writing in accordance with the preceding
Paragraph shall be included in the number of voting rights of the unitholders inattendance.

Article 13.

(Exercise of Voting Right through Electromagnetic Methods)

1.

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

2.

The number of voting rights exercised through electromagnetic methods in accordancewith the preceding Paragraph shall be included in the number of voting rights of theunitholders in attendance.

Article 14.

(Deemed Approval)

1.

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

2.

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

Article 15.

(Record Date, etc.)

1.

In cases where general meetings of unitholders are convened pursuant to the provisionsof Article 9, Paragraph 1, the Investment Corporation shall determine the unitholders
or registered pledgees listed in the latest unitholders’ list as of the last day of August
2016 and the last day of August of every two years thereafter as the person who may
exercise voting rights at relevant general meeting of unitholders.

2.

The Investment Corporation may determine unitholders or registered pledgees listed in
the latest unitholders’ list as of the record date determined by a resolution of the Board–4–

of Directors and announced in advance in a public notice in accordance with laws andregulations as the person who may exercise voting rights at a general meeting ofunitholders, when necessary.
3.

The minutes of a general meeting of unitholders shall be prepared, in accordance withlaws and regulations.

CHAPTER IVEXECUTIVE DIRECTORS AND SUPERVISORY DIRECTORS

Article 16.

(Number of Executive Directors and Supervisory Directors)

The number of executive directors of the Investment Corporation shall be no less than one
and the number of supervisory directors of the Investment Corporation shall be no less thantwo (provided, however, the number of supervisory directors shall exceed the number of
executive directors).

Article 17.

(Election and Term of Executive Directors and Supervisory Directors)

1.

Executive directors and supervisory directors shall be elected through a resolution
adopted by a general meeting of unitholders, unless otherwise stipulated by laws andregulations.

2.

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

3.

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

–5–Article 18.

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

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

Compensation for an executive director shall be no more than 800,000 yen permonth, and the amount of compensation shall be determined by the Board of
Directors taking into account the levels of compensation of directors andstatutory auditors performing similar work in similar positions for othercompanies and legal entities, general economic trends, trends concerning wages
and other factors. Payment shall be made by the last day of the relevant monthby remittance into a bank account designated by the relevant executive director.

(2)Compensation for a supervisory director shall be no more than 700,000 yen permonth, and the amount of compensation shall be determined by the Board of
Directors taking into account the levels of compensation of directors andstatutory auditors performing similar work in similar positions for othercompanies and legal entities, general economic trends, trends concerning wages
and other factors. Payment shall be made by the last day of the relevant monthby remittance into a bank account designated by the relevant supervisory
director.

Article 19.

(Exemption of Liability of Executive Directors, Supervisory Directors, andIndependent Auditors to the Investment Corporation)

If executive directors, supervisory directors or independent auditors (here and hereafter inthis Article, referred to as the “Directors Etc.”) has performed his or her duties in good faithand without gross negligence, and when the Investment Corporation finds it particularly
necessary, taking into consideration the details of the facts that are the source of liability, thestatus of the execution of the duties of such Directors Etc., and other circumstances, theInvestment Corporation may, to the extent permitted by laws and regulations, by resolution of
the Board of Directors, exempt such Directors Etc. from liability for damages under Article
115-6, Paragraph 1 of the Investment Trust Act.

CHAPTER V
BOARD OF DIRECTORS

Article 20.

(Board of Directors)

The Investment Corporation shall establish a Board of Directors made up of all of theexecutive directors and supervisory directors.

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Article 21.

(Convocation)

1.

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

2.

Executive directors and supervisory directors who are not entitled to convene ameeting of the Board of Directors may request convocation of the Board of Directors
in accordance with the Investment Trust Act.

3.

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

4.

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

Article 22.

(Resolutions Etc.)

1.

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

2.

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

Article 23.

(Rules for the Board of Directors)

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

CHAPTER VI
INDEPENDENT AUDITOR–7–

Article 24.

(Election of the Independent Auditor)

An independent auditor shall be elected through a resolution of the general meeting ofunitholders, unless otherwise stipulated by laws and regulations.

Article 25.

(Term of Office)1.

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

2.

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

Article 26.

(Standards for Payment of Compensation for the Independent Auditor)

The compensation amount to the independent auditor for each fiscal period (defined in
Article 35) subject to audit shall be determined by the Board of Directors within a maximum
amount of thirty million (30,000,000) yen, and such amount shall be paid no later than thelast day of the month following the month when the audit engagement for the settlement of
the relevant fiscal period finishes, by remittance into a bank account designated by the
independent auditor.

CHAPTER VII

ASSET MANAGEMENT OBJECTIVES AND POLICIESArticle 27.

(Basic Asset Management Policies)

The Investment Corporation shall aim at managing its assets mainly as investment in Real
Estate, etc. Assets (meaning the assets specified in the Enforcement Ordinance of the Act
Concerning Investment Trusts and Investment Corporations), and invest them to secure stableearnings and steady growth in the Investment Assets for the medium to long-term.

Article 28.
1.

(Investment Stance)

When investing in Real-Estate Related Assets (here and hereafter, a collective
designation of Real Estate, etc. (here and hereafter, the assets specified in Article 29,–8–Paragraph 1, Items (1) or (2)) and Real Estate-Backed Securities (here and hereafter,
the assets specified in Article 29, Paragraph 1, Item (3)), the Investment Corporation
shall invest primarily in Real-Estate Related Assets composed of or backed by realestate (here and hereinafter in Paragraph 1 through Paragraph 7 of this Article,
including surface rights and leasehold rights of real estate) used primarily as logistics
facilities or retail facilities (collectively referred to as “Main Uses”) (including realestate used for purposes other than Main Uses that can easily be converted to Main
Uses; if such real estate consists of land, surface rights, or land leasehold rights, thenthis shall mean the sites of buildings used for Main Uses).
2.

The Investment Corporation shall focus its investments in the three major metropolitan
areas and other major cities including government-designated cities in Japan and thesurrounding areas of those cities. When investing in Real Estate-Related Assets, theInvestment Corporation shall seek to diversify the Investment Assets by region tosecure stable cash flows through mitigating earthquake risks, risks associated withchanges in local economies and leasing markets.

3.

In principle, the Investment Corporation shall acquire Real Estate-Related Assets thatare actually or can be expected to generate stable leasing or other similar income (inthe case of Real Estate Equivalents (a collective designation for the assets specified in
Article 29, Paragraph 1, Item (2)) and Real Estate-Backed Securities, the Real Estate,etc. backing such assets shall in principle satisfy this condition).

4.

When investing in Real Estate-Related Assets, the Investment Corporation shall makecomprehensive determinations based on the current and future profitability of the realestate comprising or backing such Real Estate-Related Assets, the site area, the size,
and the characteristics of tenants and the detail of lease agreements, and shall makedecisions following an examination of the investment value.

5.

The Investment Corporation shall, from the medium to long-term view, seek tomaintain and raise the asset value and competitiveness of the Real Estate-Related
Assets which the Investment Corporation acquired by engaging in continuous capital
investment in the real estate comprising or backing such Real Estate-Related Assets
and aim to achieve stable growth in operating income by increasing revenues andreducing expenses.

6.

The Investment Corporation shall make comprehensive determinations concerning thesale of Real Estate-Related Assets which the Investment Corporation acquired taking
into consideration the current and future profitability of the real estate comprising orbacking such Real Estate-Related Assets, the future potential and stability of thesurrounding market, the status of deterioration and obsolescence of the real estate, thecharacteristics of tenants and the detail of lease agreements, and the composition of theInvestment Corporation’s Investment Assets.

7.

Notwithstanding the provisions of preceding Paragraph, if any unexpected event suchas a sudden change of market condition trends, general economic conditions or realestate market trend, etc. occurs, the Investment Corporation may take measuresnecessary.

8.

The Investment Corporation shall maintain the ratio of the aggregate value of thespecified real estate (the real estate, leaseholds of real estate or surface rights, or the
beneficial interests of trusts formed by entrustment of ownership rights of real estate,leaseholds of land or surface rights) to the aggregate value of the specified assets heldby the Investment Corporation at not less than 75%.
–9–

9.

The Investment Corporation shall maintain the ratio of the value of the real estate, etc.
prescribed in Article 22-19 of the Enforcement Regulations of the Special Taxation
Measures Act to the total amount of the assets held by the Investment Corporation at
not less than 70%.

Article 29.
1.

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

The Investment Corporation shall invest in the specified assets set forth below inaccordance with the basic asset management policies provided for in Article 27:(1)

Real estate.

(2)

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

Surface rights;(iii)

The assets set forth in (1) or (2) (i) or (ii) above under foreign laws andregulations;(iv)

Beneficial interests of trusts formed by entrustment of real estate,leaseholds of real estate, surface rights or the assets set forth in (iii) above(including comprehensive trusts (hokatsu shintaku) formed by
entrustment of real estate, together with money appertaining thereto);(v)

Beneficial interests of money trusts the purpose of which is to invest thetrust properties mainly in real estate, leaseholds of real estate, surface
rights or the assets set forth in (iii) above;(vi)

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

Beneficial interests of money trusts the purpose of which is to invest thetrust properties mainly in equity interests in anonymous associations
relating to real estate; and(viii) Assets having a nature similar to the assets set forth in (iv) through (vii)
formed in accordance with foreign laws and regulations.
(3)

The following certificates invested primarily in Real Estate, etc. (including rightsthat should be represented by the certificates in cases where certificates
representing such rights have not been issued, and collectively referred to as the“Real Estate-Backed Securities”):– 10 –

2.

(i)Preferred capital contribution certificates (as defined in the Act
Concerning Securitization of Assets (the “Asset Securitization Act”));(ii)

Beneficial certificates (as defined in the Investment Trust Act);(iii)

Investment unit certificates (as defined in the Investment Trust Act);(iv)

Beneficial certificates of specified purpose trust (as defined in the Asset
Securitization Act (excluding such falling under the category of the assets
set forth in (2) (iv), (v) or (vii) above));(v)

Equity interests certificates in anonymous association (meaning equity
interests in anonymous associations as set forth in Article 2, Paragraph 2,
Item 5 of the Financial Instruments and Exchange Act (excluding suchfalling under the category of the assets set forth in (2) (vi) above)); and(vi)

Assets having a nature similar to the assets set forth in (i) through (v)formed in accordance with foreign laws and regulations.

The Investment Corporation may invest in the following specified assets, in addition to
the specified assets set forth in the immediately preceding Paragraph, including rightsthat should be represented on the certificates in cases where certificates representing
such rights have not been issued:(1)

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

Deposits;(ii)

Negotiable deposits;(iii)

Monetary receivables (in this Paragraph, as defined in the Enforcement
Order for the Investment Trust and Investment Corporation Act ; here
and hereafter, referred to as the “Investment Trust Act Enforcement
Order”);(iv)

Government bonds (as defined in the Financial Instruments and Exchange
Act);

(v)

Municipal bonds (as defined in the Financial Instruments and Exchange
Act);

(vi)

Bonds issued by a juridical person pursuant to a special law (as defined in
the Financial Instruments and Exchange Act);(vii)

Shares (as defined in the Financial Instruments and Exchange Act);(viii) Commercial papers (as defined in the Financial Instruments andExchange Act);– 11 –

(2)

3.

(ix)

Specified bonds provided for in the Asset Securitization Act (as definedin the Asset Securitization Act);(x)

Beneficial interests of money trusts the purpose of which is to invest thetrust properties mainly in the assets set forth in (i) through (ix) above; and(xi)

Securities (securities as defined in the Investment Trust Act; excluding
those assets set forth in Paragraph 1 and Paragraph 2 of this Article thatfall under securities, hereinafter the same).

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

The Investment Corporation may invest in the following rights, etc., the acquisition ofwhich is considered to be necessary or useful in connection with Real Estate-Related
Assets:4.

(1)

Trademarks and trademark equivalents (i.e., trademarks and exclusive or
standard trademark use rights) under the Trademark Act;

(2)

Copyrights as defined in the Copyright Act;

(3)

Movables (of those movables specified in the Civil Code, facilities, fixtures, andother items attached to the real estate constructional or for the use of real estate);(4)

Rights to use the source of hot springs provided for in the Hot Spring Act and thefacilities relating to such hot springs;(5)

Carbon dioxide equivalent quotas as defined in the Act on Promotion of Global
Warming Countermeasures and any other rights similar thereto or emission
rights (including emission rights regarding greenhouse gases); and(6)

Other rights the acquisition of which is necessary or useful, in connection withinvestments in Real Estate-Related Assets, etc.

In addition to the assets specified in the preceding three Paragraphs, the Investment
Corporation may acquire, other than assets owned for investment purposes, assets suchas trademarks relating to the Investment Corporation’s trade name and other assets
owned in conjunction with the operation of the Investment Corporation.

Article 30.
1.

(Investment Restrictions)

The Investment Corporation shall not seek to invest aggressively in securities andmonetary receivables, etc. set forth in Paragraph 2, Item (1) of the immediately
preceding Article, and in cases where there are surplus funds, make an investment
taking into consideration the security and liquidity thereof, and in other cases,
investment shall be made taking into consideration relevance with Real Estate-Related
Assets.

– 12 –

2.

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

Article 31.

(Reinvestment of Income)

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

Article 32.

(Objectives and Extent of Leasing of Incorporated Assets)

1.

The Investment Corporation shall, in principle, lease all of the real estate (including,other than the real estate acquired by the Investment Corporation, the real estate whichis the back assets of the Real Estate-Related Assets) belonging to the Investment Assets
in order to obtain stable income therefrom for the medium to long-term (including thecreation of car parks and the placement of signboards, etc.).

2.

When leasing real estate as provided for in the preceding Paragraph, the Investment
Corporation may receive or provide security deposits or guaranty monies or any othermoney similar thereto, and if the Investment Corporation receives such money, theInvestment Corporation shall invest such money in accordance with its basic asset
management policies and investment stance.

3.

The Investment Corporation may not lease any Investment Assets other than the realestate (including, other than the real estate acquired by the Investment Corporation, thereal estate which is the back assets of the Real Estate-Related Assets) belonging to theInvestment Assets.

4.

The Investment Corporation may sublease the real estate, which The Investment
Corporation lease from a third party, as part of its asset management.

Article 33.

(Principle of Appraisal of Assets)

1.

The Investment Corporation shall conduct an appraisal of the Investment Assets
carefully and faithfully for the benefit of the unitholders.

2.

The Investment Corporation shall, when conducting an appraisal of the Investment
Assets, make effort to ensure the reliability of the appraisal.

3.

The Investment Corporation shall conduct an appraisal of the Investment Assets inconformity with the principle of consistency.

– 13 –

Article 34.
1.

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

The method of the appraisal of assets of the Investment Corporation shall be inaccordance with the Investment Trust Act, the Ministerial Ordinance for Calculation of
Investment Corporation, the “Rules relating to Real Estate Investment Trusts and Real
Estate Investment Corporations” of The Investment Trusts Association, Japan andother laws and regulations, and generally accepted corporate accounting principles inJapan and the method of the appraisal with respect to each type of the Investment
Assets shall be as set forth as follows. For foreign currency transactions, accounting
and appraisal shall be conducted in accordance with the Practical Guidelines on
Accounting for Foreign Currency Transactions.
(1)

Real estate, leaseholds of real estate or surface rights, or the assets of a similar
nature under foreign laws and regulations (as defined in Article 29, Paragraph 1,
Item (1) and Article 29, Paragraph 1, Item (2), (i) through (iii)):
Appraisal shall be made at the value obtained by deducting the accumulated
depreciation from the acquisition price. The straight-line method shall be
adopted as the method of calculation of depreciation for both of the building andfacilities; provided, however, that for facilities, another method may be used if
the straight-line method ceases to be suitable for a justifiable reason and that the
adoption of such another method is reasonably deemed to cause no problem interms of the protection of investors.

(2)

Beneficial interests of trusts or the assets of a similar nature under foreign laws
and regulations formed by entrustment of real estate, leaseholds of real estate or
surface rights, or the assets of a similar nature under foreign laws and regulations(as defined in Article 29, Paragraph 1, Item (2), (iv) or (viii)):
Appraisal shall be made pursuant to the Practical Solution on Accounting for
Trusts (PITF No. 23) and at the value calculated as to the amount equivalent to
the Investment Corporation’s share in the relevant beneficial interests, after
aggregating the amount of the trust properties appraised by the method asprovided for in (1) above, if such properties fall under the category of the assets
set forth in (1) above, and, if such properties are financial assets, the amountthereof appraised in accordance with generally accepted corporate accounting
principles in Japan, and deducting from the sum thereof the amount of liabilities.

(3)

Beneficial interests of money trusts or the assets of a similar nature under foreignlaws and regulations the purpose of which is to invest the trust properties mainly
in real estate, leaseholds of real estate or surface rights, or the assets of a similar
nature under foreign laws and regulations (as defined in Article 29, Paragraph 1,
Item (2), (v) or (viii)):
Appraisal shall be made pursuant to the Practical Solution on Accounting for
Trusts (PITF No. 23) and at the value calculated as to the amount equivalent to
the Investment Corporation’s share in the relevant beneficial interests, after
aggregating the amount of the component assets of the trust properties appraisedby the method as provided for in (1) above, if such component assets fall under
the category of the assets set forth in (1) above, and, if such component assets arefinancial assets, the amount thereof appraised in accordance with generally– 14 –

accepted corporate accounting principles in Japan, and deducting from the sum
thereof the amount of liabilities.
(4)

Equity interests in anonymous associations relating to real estate or the assets ofa similar nature under foreign laws and regulations (as defined in Article 29,
Paragraph 1, Item (2), (vi) or (viii)):
Appraisal shall be made at the value calculated as to the amount equivalent to therelevant Investment Corporation’s equity interests, after aggregating the amountof the component assets of the equity interests in anonymous associations
appraised by the relevant method provided for in (1) through (3) above, if suchcomponent assets fall under the category of any of the assets set forth in (1)through (3) above, and, if such component assets are financial assets, the amountthereof appraised in accordance with generally accepted corporate accounting
principles in Japan, and deducting from the sum thereof the amount of liabilities.

(5)

Beneficial interests of money trusts the purpose of which is to invest the trust
properties mainly in equity interests in anonymous associations relating to realestate or the assets of a similar nature under foreign laws and regulations (asdefined in Article 29, Paragraph 1, Item (2), (vii) or (viii)):
Appraisal shall be made pursuant to the Practical Solution on Accounting for
Trusts (PITF No. 23) and at the value calculated as to the amount equivalent to
the Investment Corporation’s share in the relevant beneficial interests, after
aggregating the amount of the equity interests in anonymous associations, whichis the trust property, appraised by the method as provided for in (4) above, anddeducting from the sum thereof the amount of liabilities.

(6)

Securities (as defined in Article 29, Paragraph 1, Item (3) and Article 29,
Paragraph 2, Item (1), (iv) through (ix) and (xi)):
If market prices are available for the securities, the value shall be the market
price (i.e., the trading price on a financial instruments exchange, the pricepublished by the Japan Securities Dealers Association or the similar trading
prices at which transactions are formed on any trading system where securities
can be sold and converted into cash from time to time in accordance with theforegoing prices; hereinafter the same). If no market price is available, thosesecurities shall be evaluated at a value reasonably calculated. The market priceor reasonably calculated value shall be obtained using the same method every
period, except in cases where a change in method would increase the accuracy ofthe evaluation. If neither a market price nor a reasonably calculated price canbe obtained, the securities may be evaluated at the acquisition cost.

(7)

Monetary receivables (as defined in Article 29, Paragraph 2, Item (1), (iii)):
Appraisal shall be made at the amount obtained by deducting the allowance for
doubtful accounts from the acquisition price; provided, however, that in the caseof monetary receivables obtained under par or above par where the difference
between the acquisition price thereof and the claim amount is deemed to be of
the nature of adjustment of interest, appraisal shall be made at the amountobtained by deducting the allowance for doubtful accounts from the value
calculated by the amortized cost method.

– 15 –

(8)Beneficial interests of money trusts (as defined in Article 29, Paragraph 2, Item(1), (x)):
Appraisal shall be made pursuant to the Practical Solution on Accounting for
Trusts (PITF No. 23) and at the aggregate value of the amount of the component
assets of the trust properties appraised by the relevant method set forth in (6), (7)or (10), if such component assets fall under the category of any of the assets set
forth in (6), (7) or (10).

(9)

Rights relating to a derivative transaction (as defined in Article 29, Paragraph 2,
Item (2)):(i)

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

(ii)

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

(iii)

Hedge accounting may be applicable to those transactions deemed ashedge transactions under generally accepted corporate accounting
principles in Japan. Also, notwithstanding the provisions of (i) and (ii)above, special handling for interest rate swaps may be applied to thosetransactions that satisfy the requirements for special interest rate swap
handling under the financial instruments accounting standards. For
foreign exchange futures and similar transactions that satisfy therequirements for deferred hedge accounting criteria under the Practical
Guidelines on Accounting for Foreign Currency Transactions, deferredhedge accounting may be applied.

(10) Others:
Any item other than those provided for above shall be appraised at the value
appraised pursuant to the Investment Trust Act, the Ministerial Ordinance for
Calculation of Investment Corporation and the appraisal regulations of The
Investment Trusts Association, Japan or in accordance with generally accepted
corporate accounting principles in Japan.
2.

If appraisal is made in any method other than those provided for in the immediately
preceding Paragraph with an aim to state the appraised price in the Asset Management
Report, etc., appraisal shall be made as follows:– 16 –

(1)Real estate, leaseholds of real estate or surface rights, or the assets of a similar
nature under foreign laws and regulations:
In principle, appraisal shall be made based on the appraisal by a real estateappraiser.

(2)

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

(3)

Interests in derivative transactions (when the special handling for interest rate
swaps or deferred hedge accounting for foreign currency futures or the like isadopted pursuant to Paragraph 1, Item (9) (iii)):
Appraisal shall be made at the value specified in Paragraph 1, Item (9) (i) or (ii).

3.

The calculation date of appraisal of assets shall be the Settlement Date provided for in
the immediately following Article; provided, however, that in the case of the assets
provided for in Article 29, Paragraph 1, Item (3) and Paragraph 2, which may beappraised by the market price thereof, the calculation date thereof shall be the last dayof each month.

Article 35.

(Fiscal Period)

The fiscal period of the Investment Corporation shall commence on March 1 of each year andend on the last day of August of the same year, and commence on September 1 of each year
and end on the last day of February of the following year (the last day of each fiscal period
shall be referred to as the “Settlement Date”).

Article 36.
1.

(Cash Distribution Policies)

Distribution Policies
The Investment Corporation shall, in principle, make distributions in accordance withthe following policies, and, upon making cash distributions, shall follow the rules
stipulated by The Investment Trusts Association, Japan:– 17 –

2.

(1)

Distributable amounts arising from investment of the Investment Corporation’s
Investment Assets (the “Distributable Amount”) shall be income calculated oneach Settlement Date in accordance with the Investment Trust Act and generally
accepted corporate accounting principles in Japan (being the amount calculated
by deducting the total amount of the aggregate contribution amount, the surplus
contribution amount, and valuation and conversion differences from the amountof the total asset minus the total debt (i.e. the net assets) shown in the balance
sheet of the Investment Corporation as of each Settlement Date).

(2)

Distribution amounts shall be determined by the Investment Corporation andsuch distribution amounts shall exceed 90% of the earnings available for
distribution of the Investment Corporation (in case of change in the calculation
method of such amount due to amendment to laws and regulations etc., theamount as 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, the Distributable 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 amount will be reasonably determined by the Investment Corporation. The
Investment Corporation may accumulate reserves from the Distributable Amountthat are deemed to be necessary for maintaining its Investment Assets or
improving the value thereof such as the long-term reserve for maintenance,
payment reserve, reserve for distribution, and other similar reserves andaccounts.

(3)

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

Distributions in Excess of Income
If the Investment Corporation deems it appropriate depending on the economic
circumstances or the trend of the real-estate market or the leasing market, etc., theInvestment Corporation may distribute an amount in excess of the Distributable
Amount equal to the amount of the distribution specified in Item (2) of the preceding
Paragraph plus an amount to be determined by the Investment Corporation up to theamount stipulated by the regulations of The Investment Trusts Association, Japan.
Further, if such distribution of monies does not satisfy the conditions of the Special
Provisions of Taxation on Investment Corporations provided by laws and regulations,the Investment Corporation may distribute monies in an amount determined by theInvestment Corporation for the purpose of satisfying those conditions.

3.

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

4.

Discharge of claim for distributions– 18 –

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

Article 37.

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

1.

Aiming for a steady growth in, and an efficient and stable management of theInvestment Assets, the Investment Corporation may borrow funds (including any
borrowings through the call market) or issue investment corporation bonds in order tofinance acquisition of assets, payment of maintenance expenses and other maintenanceand management expenses or dividends, funds required to manage the Investment
Corporation, and repayment of liabilities (including the refund of security deposits andguaranty monies, and the repayment of borrowings and investment corporation bonds(here and hereafter, including the short-term investment corporation bonds )), etc.;
provided, however, that the use or the purpose of funds raised through the issuance ofshort-term investment corporation bonds must be within the scope prescribed in laws
and regulations. In addition, in case of borrowing funds, the Investment Corporation
shall borrow such funds only from the qualified institutional investors as defined in the
Financial Instruments and Exchange Act (limited to the institutional investor provided
for in Article 67-15 of the Special Taxation Measures Act).

2.

In case of the preceding Paragraph, the Investment Corporation may provide theInvestment Assets as security.

3.

The maximum amount of borrowings and investment corporation bonds shall be 2
trillion yen, respectively, and the aggregate thereof shall not exceed 2 trillion yen.

Article 38.

1.

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

The method of calculation of fees payable to the asset management company (the“Asset Management Company”) to which the Investment Corporation commissions the
management of its assets and the time of payment thereof shall be as follows. The
Investment Corporation shall not pay Asset Management Company any fees relating toagency services or brokerage under the Building Lots and Buildings Transactions
Business Act.
(1)

Management Fee
Management Fee shall be the amount calculated by multiplying (a) the total
assets of the Investment Corporation determined by the method specified below
by (b) 0.6% per annum for the period from the day after the Investment
Corporation’s immediately preceding Settlement Date until the last day of thethird month following such Settlement Date (“Calculation Period 1”) and for theperiod from the day after the final day of Calculation Period 1 until the next
Settlement Date (“Calculation Period 2”) (pro rata daily amounts shall becalculated on the basis of 365 days per year; amounts less than one yen shall be
rounded down).
– 19 –

Total Assets in Calculation Period 1
The total amount of assets indicated on the Investment Corporation’s balance
sheet as of the Settlement Date of the Investment Corporation’s immediately
preceding Fiscal Period (limited to the balance sheet approved at the meeting of
the Board of Directors in accordance with the Article 131, Paragraph 2 of theInvestment Trust Act).
Total Assets in Calculation Period 2
The total amount of assets indicated in Calculation Period 1, plus or minus
difference of the total acquisition price (meaning the purchase price in a case ofpurchase, the price of the asset acquired by way of exchange provided in theexchange agreement in a case of exchange (the amount after the deduction of thecompressed amount, if compressed entry is made), the contribution amount in acase of capital contribution, and the amount of assets recognized with respect tothe property (excluding ancillary expenses) in accordance with the AccountingStandards for Business Combination (kigyo ketsugo ni kansuru kaikei kijun) in acase of merger; excluding national and local consumption taxes required for
acquisition of buildings, hereinafter the same in this Item and the following Item)of acquired specified assets, and the total book value of the disposed specified
assets indicated on the Investment Corporation’s balance sheet as of theSettlement Date of the Investment Corporation’s immediately preceding Fiscal
Period (limited to the balance sheet approved at the meeting of the Board of
Directors in accordance with the Article 131, Paragraph 2 of the Investment
Trust Act), if the Investment Corporation acquired or disposed of specified assets
as specified in Article 29, Paragraph 1 during Calculation Period 1.
Fees for Calculation Period 1 shall be paid by the last day of Calculation Period
1 and fees for Calculation Period 2 shall be paid by the last day of Calculation
Period 2.
Notwithstanding the foregoing, with regard to the first Fiscal Period, theManagement Fee shall be paid in the following manner:
The Management Fee shall be the total amount calculated by multiplying 0.6%
per annum by the acquisition price of each Real-Estate Related Asset that theInvestment Corporation owns as at the Settlement Date of the first Fiscal Period,
multiplied by the number of days from the day the relevant Real-Estate Related
Assets were acquired until the Settlement Date of the first Fiscal Period anddivided by 365 (amounts less than one yen shall be rounded down), and shall be
paid by the last day of the next month of the Settlement Date of the first Fiscal
Period.
(2)

Acquisition Fee
If the Investment Corporation acquired specified assets as specified in Article 29,
Paragraph 1, the Investment Corporation shall pay Acquisition Fee in the amountobtained by multiplying the acquisition price by a rate separately agreed uponwith the Asset Management Company, which rate shall be up to 1.0% (0.5%, if
the acquisition is from a related party defined in the Article 201, Paragraph 1 ofthe Investment Trust Act or a company etc. for which a related party provides theasset management or investment advisory service).

– 20 –

Acquisition Fees shall be paid by the last day of the month following the monthin which the specified asset was acquired (the month to which the effective dateof merger belongs, in a case of merger).
(3)

Disposition Fee
If the Investment Corporation disposed of specified assets as specified in Article
29, Paragraph 1, the Investment Corporation shall pay Disposition Fee in theamount obtained by multiplying the disposition price (meaning the disposition
price in a case of sale, and the price of the asset disposed of by way of exchange
provided in the exchange agreement in a case of exchange; excluding national
and local consumption taxes required for disposition of buildings, hereinafter thesame in this Item) by a rate separately agreed upon with the Asset Management
Company, which rate shall be up to 1.0% (0.5%, if the disposition is to a related
party defined in the Article 201, Paragraph 1 of the Investment Trust Act or acompany etc. for which a related party provides the asset management orinvestment advisory service).
Disposition Fees shall be paid by the last day of the month following the monthin which the specified asset was disposed of.

2.

When paying asset management fees, the Investment Corporation shall also bear an
amount equivalent to all national and local consumption taxes applicable to those fees
and the Investment Corporation shall pay an amount equal to the asset management
fees to be paid plus the applicable national and local consumption taxes by electronicbank transfer (all transfer fees and all national and local consumption taxes applicableto those fees shall be borne by the Investment Corporation) or by remittance to a bankaccount designated by Asset Management Company.

Article 39.

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

Article 40.

(National and Local Consumption Taxes)

Except as otherwise prescribed herein, the Investment Corporation shall bear the national andlocal consumption taxes (“Consumption Taxes”) levied on those expenses and monies for the
management of the Investment Assets and other expenses and monies that the Investment
Corporation shall pay that are subject to taxation under the Consumption Tax Act(collectively, “Taxable Items”), and the Investment Corporation shall pay the amount ofConsumption Taxes together with the monies for payment of the relevant Taxable Items.
All the amounts stated herein, if not otherwise specified herein, are amounts excluding
Consumption Taxes.

– 21 –

CHAPTER VIIICOMMISSION OF BUSINESS AND ADMINISTRATIVE SERVICES

Article 41.

(Commission of Business and Administrative Services)1.

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

2.

The Investment Corporation shall commission any administrative services, excluding
services relating to the management and custody of its assets, required to becommissioned to a third party under the Investment Trust Act and the Enforcement
Ordinance of the Act Concerning Investment Trusts and Investment Corporations, to athird party.
CHAPTER IX
SUPPLEMENTARY PROVISION

Article 42.

(Effectiveness of Amendment)

1.

The amendments to the Article of Incorporation regarding change of the heading of
Article 5 and new establishment of Article 5, Paragraph 2 shall become effective on thedate when the amendments to the Investment Trusts Act allowing investment
corporations to acquire own investment units for value through agreement withunitholders comes into effect2.

The amendments to the Article of Incorporation regarding the amendments to Article 9,
Paragraphs 1 through 3 and Article 15, Paragraphs 1 through 3 shall become effectiveon the date when the amendments to the Investment Trusts Act allowing omission of
public notice of the date of the general meeting of unitholders in the procedures forconvocation of a general meeting of unitholders comes into effect.

Adopted:Amended:Amended:January 28, 2013
April 22, 2013
November 27, 2014– 22 –