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 Fund Managers Directive (European Directive 2011/61/EU) (the “AIFMD”) as
implemented in their respective jurisdictions. Accordingly, you should not use thisdocument for any other purpose.
European Economic Area Investors
The AIFMD was adopted on June 8, 2011 and was required to be implemented by each
Member State of the EEA into its national legislation by July 22, 2013. The units of
Nomura Real Estate Master Fund, Inc. (“NMF” or the “AIF”) may not be marketed(within the meaning given to the term “marketing” under the AIFMD), and theCommunication may not be conducted, to prospective investors domiciled or with aregistered office in any Member State of the EEA: (i) the units of NMF may be marketed
under any national private placement regime (including under the AIFMD) or otherexemption in that Member State; or (ii) the units of NMF can otherwise be lawfully
marketed or sold in that Member State or the United Kingdom (as applicable) incircumstances in which the AIFMD does not apply, provided that any such offer or sale is
not made to a retail investor as described above. We have made a notification to each of
the Netherlands Authority for the Financial Markets and the United Kingdom Financial
Conduct Authority pursuant to Article 42 of the AIFMD in order to market the units of
NMF in the Netherlands and the United Kingdom, respectively.
Prohibition of Sales to EEA Retail Investors
In addition to the restrictions under the AIFMD, the units of NMF are not intended to beoffered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the European Economic Area (the “EEA”). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (the “MiFIDII”); (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 Regulation (EU) 2017/1129, as amended(the “Prospectus Regulation”). Consequently no key information document required byRegulation (EU) No 1286/2014, or the PRIIPs Regulation, for offering or selling the unitsof NMF or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the units of NMF, or otherwise making themavailable, to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

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United Kingdom
The units of NMF are being marketed in the United Kingdom pursuant to Article 59 of theUnited Kingdom Alternative Investment Fund Managers Regulations 2013. In accordancewith this provision, Nomura Real Estate Asset Management Co., Ltd. (the “AIFM”) has
notified the Financial Conduct Authority (the “FCA”) of its intention to offer these units in
the United Kingdom. For the purposes of the United Kingdom Financial Services andMarkets Act 2000 (“FSMA”) NMF is an unregulated collective investment scheme which
has not been authorized by the FCA. Accordingly, any communications of an invitation or
inducement to invest in NMF may be made only to: (i) investment professionals fallingwithin 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,
unincorporated associations or other entities falling within Articles 49(2)(a) to (d) of theOrder; or (iii) other persons to whom it may lawfully be communicated (all such persons
together being referred to as “Relevant Persons”). In the United Kingdom, this document
and its contents are directed only at Relevant Persons and must not be acted on or relied onby persons who are not Relevant Persons. The transmission of this document and its
contents in the United Kingdom to any person other than a Relevant Person isunauthorized and may contravene the FSMA and other United Kingdom securities laws
and regulations.
Prohibition of Sales to UK Retail Investors
In addition to the restrictions under the AIFMD, as retained by the United Kingdom in its
domestic laws, the Units of NMF are not intended to be offered, sold or otherwise madeavailable to and should not be offered, sold or otherwise made available to any retailinvestor in the United Kingdom. For these purposes of this provision, a “retail investor”
means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of theEuropean Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaningof the provisions of the FSMA and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as aprofessional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014
as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as
defined in Article 2 of Regulation (EU) 2017/1129, as it forms part of domestic law byvirtue of the EUWA; and the expression “offer” includes the communication in any formand by any means of sufficient information on the terms of the offer and the international
units to be offered so as to enable an investor to decide to purchase or subscribe theinternational units.

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Consequently no key information document required by Regulation (EU) No 1286/2014,as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”), foroffering or selling the international units or otherwise making them available to retailinvestors in the United Kingdom has been prepared and therefore offering or selling theinternational units or otherwise making them available to any retail investor in the United
Kingdom may be unlawful under the UK PRIIPs Regulation.
Netherlands
The units of NMF 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 accordancewith this provision, the AIFM has notified the Dutch Authority for the Financial Markets
of its intention to offer these units in the Netherlands. The units of NMF will not, directly
or indirectly, be offered, sold, transferred or delivered in the Netherlands, except to or byindividuals or entities that are qualified investors (gekwalificeerde beleggers) within themeaning of Article 1:1 of the Wft, and as a consequence neither the AIFM nor NMF issubject to the license requirement pursuant to the Wft. Consequently, neither the AIFM
nor NMF 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 Prospectus Regulation as amended and applicable in the Netherlands.
The AIFM is solely subject to limited ongoing regulatory requirements as referred to in
Article 42 of the AIFMD.

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

NMF aims to secure stable mid-to-long term income and to achieve steady growth of its
assets by primarily investing in relatively new logistics facilities and retail facilities,
residential buildings, office buildings and hotels mainly in the Tokyo Area, which we
believe will continue to generate strong demand for properties by tenants.

Investment strategy

NMF plans to pursue the following investment strategies.
Strengthen NMF’s portfolio through the acquisition of high quality properties inlocations with strong tenant demand, focusing mainly on properties developed by
Nomura Real Estate Development Co., Ltd. (“Sponsor”). Since its establishment on
October 1, 2015, NFM has realized external growth centering on acquisition ofhigh-quality properties in locations with strong tenant demand, focusing mainly on
those developed by the Sponsor.

Improve NMF’s portfolio quality and profitability through strategic property
replacement (“SPR”). NFM intends to continue to pursue SPR, disposing ofrelatively older properties that it expects may decline in profitability, in order toimprove the overall quality and profitability of its portfolio. Through continued
SPR, NMF seeks to establish a property replacement cycle in order to build asustainable portfolio with a stable quality and performance, maintaining its
portfolio’s average NOI yield and growth in distributions per unit.



Achieve stable income and realize internal growth with a focus on the upside
sector in line with the market environment. NMF refers to office buildings, retailproperties located near train stations and hotels, which it can expect upside
potential in income based on general economic trends, as “upside sector”, andrefers to retail properties located in residential areas, logistics facilities andresidential properties as “stable income sector”. In both sectors, NMF has
maintained high occupancy rates with rising average rents since its formation.
Making full use of the wealth of experience, management capability and knowhow
of the Asset Manager, NMF seeks to achieve stable income from the properties ineach of the two sectors and also proactively pursue internal growth with a focus
on the upside sector in line with the current market environment.

Types of assets the AIF

Real estate, trust beneficiary interests in real estate, real estate securities, specified assets

may invest in

and other assets.

Techniques it may

The principal risks with respect to investment in NMF are as follows:

employ and allany adverse conditions in the Japanese economy could adversely affect NMF;

associated risks

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

NMF may not be able to acquire properties to execute the growth and investment
strategy in a manner that is accretive to earnings;

illiquidity in the real estate market may limit the ability to grow or adjust theportfolio;the past experience of the AIFM in the Japanese real estate market is not anindicator or guarantee of the future results;



NMF’s reliance on Nomura Real Estate Group including the AIFM and other third
party service providers could have a material adverse effect on its business;

NMF may change its detailed investment policy without a formal amendment of
the articles of incorporation.



there are potential conflicts of interest between NMF, NMF’s related parties and
AIFM;



NMF’s revenues largely comprise leasing revenues from the portfolio properties,
which may be negatively affected by factors including vacancies, decreases in rent,
and late or missed payments by tenants;

Because many of its logistics and retail properties and some of the officeproperties are used by a single or a few tenants, NMF’s performance may bematerially adversely affected by the performance of a small number of tenants ineach such property.



NMF faces significant competition in seeking tenants and it may be difficult to findreplacement tenants, especially as to logistics properties;

increases in interest rates may increase the interest expense and may result in a
decline in the market price of the units;

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

the spread of COVID-19 may have a significant, long-term adverse impact on
economic activities, including through self-isolation measures, which may
adversely affect the performance of the portfolio and market price of the units;

many of the properties in the portfolio are concentrated in the Tokyo
Metropolitan Area;

any inability to obtain financing from issuance of investments units, loan andissuance of investment corporation bonds for future acquisitions could adversely
affect the growth of the portfolio;

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

In addition, NMF is subject to the following risks:

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risks related to increasing operating costs;

risks related to the restrictive covenants under debt financing arrangement;risks related to entering into forward commitment contracts;risks related to hotels with single tenants or core tenants;risks related to third party leasehold interests in the land underlying NMF’s
properties;risks related to investment in properties where NMF owns only the land or only
the building;risks related to holding the property in the form of compartmentalized ownership(kubun shoyū) interests or co-ownership interests (kyōyū-mochibun);risks related to holding the property in the form of limited proprietary right of land
(as it called “soko-chi”)

risks related to properties not in operation (including properties underdevelopment);risks related to the defective title, design, construction or other defects or
problems in the properties;risks related to suffering impairment losses relating to the properties;risks related to decreasing tenant leasehold deposits and/or security deposits;risks related to tenants’ default as a result of financial difficulty or insolvency;risks related to the insolvency of master lessor;risks related to the insolvency of seller of the properties;risks related to relying on expert appraisals and engineering, environmental andseismic reports as well as industry and market data;risks related to the presence of hazardous or toxic substances in the properties, orthe failure to properly remediate such substances;

risks related to the strict environmental liabilities for the properties, andimplementation of countermeasures against global warming;risks related to the amendment of the applicable administrative laws and local
ordinances;

risks related to investments in anonymous associations (tokumei kumiai);risks related to investments in trust beneficiary interest;

risks related to the tight supervision by the regulatory authorities and compliancewith applicable rules and regulations;risks related to the tax authority disagreement with the AIFM’s interpretations of
the Japanese tax laws and regulations;risks related to being unable to benefit from reductions in certain real estate taxes
enjoyed by qualified J-REITs;



risks related to changes in Japanese tax laws; and6
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

the risk of dilution as a result of further issuances of units.

Any applicable

NMF is subject to investment restrictions under Japanese laws and regulations (e.g., theinvestment restrictions

Act on Investment Trusts and Investment Corporations (the “ITA”), the Financial
Instruments and Exchange Act (the “FIEA”)) as well as its articles of incorporation.
NMF must invest primarily in specified assets as defined in the ITA. Specified assets
include, but are not limited to, securities, real estate, leaseholds of real estate, surface
rights (chijō-ken) (i.e., right to use land for the purpose of having a structure on it) or trust
beneficiary interests for securities or real estate, leaseholds of real estate or surface rights.
Furthermore, a listed J-REIT must invest substantially all of its assets in real estate, realestate-related assets and liquid assets as provided by the listing requirements. Real estatein this context includes, but is not limited to, real estate, leaseholds of real estate, surface
rights, and trust beneficiary interests for these assets, and real estate-related assets in thiscontext include, but are not limited to, anonymous association (tokumei kumiai) interests
for investment in real estate.
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 in

NMF may take out loans or issue long-term or short-term investment corporation bonds

which the AIF may use

for the purpose of investing in properties, conducting repairs, paying cash distributions,leverage

repaying obligations (including repayment of tenant leasehold or security deposits, andobligations related to loans or long-term or short-term investment corporation bonds) andother activities.

The types and sourcesof leverage permitted
and associated risks

Loans or investment corporation bonds:
NMF may be subject to restrictive covenants in connection with any future indebtedness
that may restrict the operations and limit the ability to make cash distributions tounitholders, to dispose of the properties or to acquire additional properties. Furthermore,
NMF may violate restrictive covenants contained in the loan agreements NMF executes,
such as the maintenance of debt service coverage or loan-to-value ratios, which may
entitle the lenders to require NMF to collateralize the properties or demand that theentire outstanding balance be paid.
Further, in the event of an increase in interest rates, to the extent that NMF has any debt
with unhedged floating rates of interest or NMF incurs new debt, interest payments may
increase, which in turn could reduce the amount of cash available for distributions tounitholders. Higher interest rates may also limit the capacity for short- and long-termborrowings, which would in turn limit the ability to acquire properties, and could cause
the market price of the units to decline.

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Any restrictions on

The maximum amount of each loan and investment corporation bond issuance will be twoleveragetrillion yen, and the aggregate amount of all such debt will not exceed two trillion yen.

Any restrictions on

No applicable arrangements.

collateral and asset
reuse arrangements
Maximum level of

NMF has set an upper limit of 60% as a general rule for its loan-to-value, or LTV, ratio inleverage which theorder to operate with a stable financial condition. NMF may, however, temporarily exceed

AIFM is entitled toany such levels as a result of property acquisitions or other events.

employ on behalf of
the AIF
Article 23(1) (b)Procedure by which

Amendment of the articles of incorporation – Amendment requires a quorum of a

the AIF may change its

majority of the total issued units and at least a two-thirds vote of the voting rights

investment strategy /represented at the meeting. Unitholders should note, however, that under the ITA and ourinvestment policy

articles of incorporation, unitholders who do not attend and exercise their voting rights at
a general meeting of unitholders are deemed to be in agreement with proposals
submitted at the meeting, except in cases where contrary proposals are also being
submitted.
Additionally, the guidelines of the AIFM, which provide more detailed policies within
NMF’s overall investment strategy and policy, can be modified without such formal
amendment of the articles of incorporation.

Article 23(1) (c)Description of the

NMF is party to an Asset Custody Agreement with Sumitomo Mitsui Trust Bank, Limited

main legal implications

regarding NMF’s assets.

of the contractual
relationship entered

NMF is party to the following agreements with Mitsubishi UFJ Trust and Banking
Corporation:

into for the purpose ofTransfer Agency Agreement;

investment, includingGeneral Administration Agreement

jurisdiction, applicableSpecial Account Management Agreement

law, and the existenceor not of any legal
instruments providing
for the recognition andenforcement of
judgments in the
territory where the AIF

NMF is party to a Financial Agency Agreement with MUFG Bank, Ltd. and Sumitomo Mitsui
Banking Corporation regarding NMF’s investment corporation bonds.
All of the above agreements are governed by Japanese law.
NMF 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.

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NMF is a corporate-type investment trust in the form of investment corporation (toshi
hojin) provided for under the ITA. Therefore, the relationship between NMF and its
unitholders is governed by NMF’s articles of incorporation (as opposed to individual
agreements), which can be amended from time to time upon resolution of a generalunitholders’ meeting. NMF’s articles of incorporation stipulate rules relating to generalunitholders meetings, including the convocation, setting of record date, exercise of voting
rights, resolutions and election of NMF’s directors.
The relationship between NMF and its unitholders is also governed by, and is subject tothe 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
NMF obtained in a foreign court provided that (i) the jurisdiction of such foreign court isadmitted under the laws of Japan, (ii) NMF 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.
Article 23(1) (d)The identity of the AIFM (Asset Manager): Nomura Real Estate Asset Management Co., Ltd.

AIFM, AIF's depositary,

The AIFM provides services related to management and operation of assets, financing

auditor and any otherof the AIF, reporting to the AIF, formulating a business plan for the owned properties byservice providers and a

AIF, and other matters delegated by the AIF.

description of theirduties and the Auditor: Ernst & Young ShinNihon LLC

investors' rights

The Auditor audits financial statements, prepares audit reports, and report to thetheretosupervisory directors if it finds any misconduct or any material fact that is in violation oflaws and regulations or the articles of incorporation with regard to execution of theduties of the executive director.
 Custodian: Sumitomo Mitsui Trust Bank, Ltd.
The Custodian provides administrative services related to custody of assets and related
documents and cash management.

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 General Administrator, Transfer Agent, and Manager of Special Accounts: Mitsubishi
UFJ Trust and Banking Corporation
The General Administrator, Transfer Agent, and Manager of Special Accounts provides
administrative services related to accounting, taxes, unitholder registry, payments ofcash distributions to unitholders, transfer account book and addressing unitholders’claims, offers and notices.
 General Administrator (Fiscal Agent): MUFG Bank, Ltd. and Sumitomo Mitsui Banking
Corporation
The General Administrator provides administrative services related to investment
corporation bonds.
Service providers owe contractual obligations under their respective agreements with the
AIF or AIFM, as the case may be. In addition, the FIEA provides that the Asset Manager
owes the AIF a fiduciary duty and must conduct its activities as the asset manager in goodfaith.
The FIEA also prohibits the Asset Manager from engaging in certain specified conduct,
including entering into transactions outside the ordinary course of business or with relatedparties of the Asset Manager that are contrary to or violate the AIF’s interests.
Pursuant to the ITA, the unitholders have the right to approve the execution or
termination of the asset management agreement at a general meeting of unitholders.
Article 23(1) (e)Description of how the

Not applicable.

AIFM complies withthe requirements tocover professional
liability risks (ownfunds / professional
indemnity insurance)
Article 23(1) (f)Description of any
delegatedmanagement function
such as portfolio

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

management or risk
management and of
any safekeeping

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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 NMF makes investment decisions based on the valuation of properties, upon
valuation procedureand pricing
methodology,
including the methods
used in valuing hardto-value assets

consideration of the property appraisal value.
NMF shall evaluate assets in accordance with its Article of Incorporation. The methods andstandards that NMF uses for the evaluation of assets shall be based on the Regulations
Concerning the Calculations of Investment Corporations, as well as the Regulations
Concerning Real Estate Investment Trusts and Real Estate Investment Corporations andother regulations stipulated by ITA, in addition to Japanese GAAP.
J-REITs may only use the valuation methods prescribed in the rules of the Investment
Trusts Association, Japan, which emphasize market price valuation.

Article 23(1) (h)Description of the AIF’s NMF uses investment corporation bonds and long-term loans, to finance acquisitions andliquidity risk

repayment obligations. NMF controls related risk by diversifying lenders and using

management,

multiple ways of raising funds including use of surplus funds and issuing units.

including redemption
rights in normal andexceptional

For floating rate borrowings exposed to the risk of interest rate fluctuations, NMF
maintains low percentage of its LTV, and intends to keep the high proportion of its
obligations subject to fixed rate loans.

circumstances andexisting redemption
arrangements withinvestors

Risks related to deposits are managed through diversifying depositary financial
institutions.
As NMF is a closed-end investment corporation, unitholders are not entitled to request
the redemption of their investment.

Article 23(1) (i)Description of all fees,

Compensation: Compensation for an executive director shall be no more than 800,000 yen

charges and expenses

per month, and the amount of compensation shall be determined by the Board ofand a maximum

Directors taking into account the levels of compensation of directors and statutory

amount which is

auditors performing similar work in similar positions for other companies and legal

directly / indirectly

entities, general economic trends, trends concerning wages and other factors.

borne by the investors

Compensation for a supervisory director shall be no more than 700,000 yen per month,and the amount of compensation shall be determined by the Board of Directors taking

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into account the levels of compensation of directors and statutory auditors performing
similar work in similar positions for other companies and legal entities, general economic
trends, trends concerning wages and other factors.
Asset Manager: Asset Management Fee: NMF will pay the Asset Manager an asset management fee asfollows:
1. Management Fee I
Management Fee shall be the amount calculated by multiplying (a) the total assets of
NMF determined by the method specified below by (b) 0.45% per annum for theperiod from the day after NMF’s immediately preceding Settlement Date until thelast day of the third month following such Settlement Date (“Calculation Period 1”)
and for the period from the day after the final day of Calculation Period 1 until thenext Settlement Date (“Calculation Period 2”) (pro rata monthly amounts shall becalculated on the basis of 12 months per year; amounts less than one yen shall be
rounded down).
Total Assets in Calculation Period 1
The total amount of assets indicated on NMF’s balance sheet as of the Settlement
Date of NMF’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) (provided, however, that an amountequivalent to unamortized goodwill shall be deducted).
Total Assets in Calculation Period 2
The total amount of assets indicated in Calculation Period 1, plus or minus differenceof the total acquisition price (meaning the purchase price in a case of purchase, theprice of the asset acquired by way of exchange provided in the exchange agreement
in a case of exchange (the amount after the deduction of the compressed amount, if
compressed entry is made), the contribution amount in a case of capital contribution,and the amount of assets recognized with respect to the property (excluding ancillary
expenses) in accordance with the Accounting Standards for Business Combination(kigyo ketsugo ni kansuru kaikei kijun) in a case of merger; excluding national andlocal consumption taxes required for acquisition of buildings, hereinafter the same inthis Item and the following Item) of acquired specified assets, and the total book valueof the disposed specified assets indicated on NMF’s balance sheet as of theSettlement Date of NMF’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 NMF acquired (including the12
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case where NMF succeeded specified assets of an absorbed investment corporation
as a result of an absorption-type merger, in which NMF participates as a surviving
investment corporation; hereinafter the same in this Item and the Item 3) or disposedof specified assets as specified in the Articles of Incorporation during Calculation
Period 1.
Fees for Calculation Period 1 shall be paid by the last day of Calculation Period 1 andfees for Calculation Period 2 shall be paid by the last day of Calculation Period 2.

2. Management Fee II
Management Fee II for each Fiscal Period of NMF shall be the amount calculated bymultiplying the Net Income before Deduction of Management Fee II by 5.5%
(amounts less than one yen shall be rounded down). The “Net Income before
Deduction of Management Fee II” means the amount obtained by adding goodwill
amortization cost to, and deducting gain on negative goodwill from, income before
income taxes calculated in accordance with generally accepted corporate accounting
principles in Japan (before deduction of Management Fee II and non-deductible
consumption taxes on Management Fee II) and after compensation of loss carriedforward (if any). If the result of the above calculation of the Net Income before
Deduction of Management Fee II becomes negative value, the amount of the Net
Income before Deduction of Management Fee II shall be zero yen.
Management Fee II shall be paid within three months after the Settlement Date forthe relevant Fiscal Period.

3. Acquisition Fee
If NMF acquired specified assets as specified in Articles of Incorporation, NMF shallpay Acquisition Fee in the amount obtained by multiplying the acquisition price by arate separately agreed upon with the Asset Management Company, which rate shallbe up to 1.0% (0.5%, if the acquisition is from a related party defined in the Article
201, Paragraph 1 of the Investment Trust Act or a company etc. for which a related
party provides the asset management or investment advisory service).
Acquisition Fees shall be paid by the last day of the month following the month inwhich the specified asset was acquired (the month to which the effective date ofmerger or the date of incorporation of NMF belongs, in a case of merger).

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4. Disposition Fee
If NMF disposed of specified assets as specified in Article 29, Paragraph 1, NMF shallpay Disposition Fee in the amount obtained by multiplying the disposition price(meaning the disposition price in a case of sale, and the price of the asset disposedof 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 the same in this Item) by a rate separately agreed upon with the AssetManagement Company, which rate shall be up to 1.0% (0.5%, if the disposition is toa related party defined in the Article 201, Paragraph 1 of the Investment Trust Act
or a company 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 month inwhich the specified asset was disposed of.

Custodian: Custodian Fee: NMF will pay the Custodian fee and the compensation tax per threemonths ending February, May, August and November every year as follows (for any
period of less than a month, the fee will be calculated on a pro-rata basis; amounts
less than one yen shall be rounded down):
Not more than the amount calculated by multiplying (a) total amount indicated in
the assets section on NMF’s balance sheet as of the Settlement Date of NMF’s
immediately preceding Fiscal Period by (b) 0.03% and then dividing 12, which is
calculated by NMF and the Custodian upon discussion.

General Administrator:
 General Administrators Fee: NMF will pay the General Administrators fee and thecompensation tax per three months ending February, May, August and November
every year as follows (for any period of less than three months, the fee will becalculated on a pro-rata basis; amounts less than one yen shall be rounded down):
Not more than the amount calculated using the following table, based of the total
asset amount indicated on NMF’s balance sheet as of the Settlement Date of NMF’s
immediately preceding Fiscal Period, which is calculated by NMF and the General
Administrator in compliance with the asset structure, and the compensation tax.

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Total Asset Amount (JPY billion)

Method of Calculation

Portions not exceeding 10

11,000,000 yen

Over 10 to 50

11,000,000 yen + (Total asset amount – 10
billion yen) × 0.080 %Over 50 to 100

43,000,000 yen + (Total asset amount – 50
billion yen) × 0.060 %Over 100 to 200

73,000,000 yen + (Total asset amount –100 billion yen) × 0.055 %Over 200 to 300

128,000,000 yen + (Total asset amount –200 billion yen) × 0.040 %Over 300 to 500

168,000,000 yen + (Total asset amount –300 billion yen) × 0.035 %Over 500

238,000,000 yen + (Total asset amount –500 billion yen) × 0.030 %Transfer Agent: Transfer Agent Fee (Standard Fee):
Standard transfer agent fees are for services such as preparation, maintenance andstorage of NMF’s unitholder register; preparation and reporting of the end-of-fiscal
period unitholders register and unitholder statistical data.
The monthly standard fees will be the total of the amount 1 and 2 below.
1. The amount calculated using the following table divided by 6, with a minimum
monthly fee of 220,000 yen.
Number of Unitholders

Fees per Unitholder

first 5,000 unitholders

390 yenover 5,000 to 10,000

330 yenover 10,000 to 30,000

280 yenover 30,000 to 50,000

230 yenover 50,000 to 100,000

180 yenover 100,000

150 yen

2. 55 yen per unitholder disqualified in each month.
 Other fees:
NMF pays the transfer agent other fees for various other services, including inconnection with the issuance of dividends.

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Manager of Special Accounts:
 Special Account Management Fee:
Special account management fees are for services such as preparation, maintenanceand storage of NMF’s transfer account registry and annexed books; reporting
regarding notice to all unitholders; opening/closing of special accounts and otherrelated matters.
The monthly special account management fees will be the total of the amount 1 and
2 below.
1. The monthly special account management fee:
The monthly fee is calculated using the following table, with a minimum monthly
fee of 20,000 yen.
Number of Unitholders Using Special
Accounts

Fees per Unitholder

first 3,000 unitholders

150 yenover 3,000 to 10,000

125 yenover 10,000 to 30,000

100 yenover 30,000

75 yen2. Other special account management fee:
The following fees are paid as special account management fee:
Type of Fee

AmountReporting to notice of all unitholders

150 yen/report

Receipt of request to individual
unitholder notice
Receipt of request to provision of

250 yen/receipt
250 yen/receipt

information
Receipt of various notifications
Assisting of designation for transfer ofdividends

250 yen/receipt
130 yen/assisting Other fees:
NMF pays the manager of Special Accounts other fees for various other services,
including in connection with the transfer to other accounts of the unitholder using
special accounts.
Auditor:16
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 Auditor Fee:
The compensation amount to the independent auditor for each fiscal period(defined in the Article of Incorporation) subject to audit shall be determined by the
Board of Directors within a maximum amount of thirty million (30,000,000) yen, andsuch amount shall be paid no later than the last day of the month following themonth when the audit engagement for the settlement of the relevant fiscal period
finishes.
The AIF may also incur other miscellaneous fees in connection with property
management, issuance of units, investment corporation bonds and the operation,acquisition or disposition of properties.
Article 23(1) (j)Description of theUnder Article 77 paragraph 4 of the Act on Investment Trusts and Investment

AIFM's procedure to

Corporations of Japan, which applies the requirements of Article 109 paragraph 1 of theensure fair treatment

Companies Act to investment corporations, investment corporations are required to treatof investors and details

unitholders equally depending on the number and content of units held. In addition, uponof any preferential

liquidation, the allotment of residual assets to unitholders is required to be made equallytreatment received bydepending on the number units held under Article 77 paragraph 2 item 2 and Article 158

investors, includingof the ITA.

detailing the type ofinvestors and theirlegal or economic links
with the AIF or AIFM
Article 23(1) (k)The latest annual

Additional information may be found in our most recent semi-annual report prepared inreport referred to inaccordance with Article 22 of the AIFMD, which is available at the Asset Manager’s office

Article 22(1)located at 8-5-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo.

Article 23(1) (l)The procedure and

NMF is authorized under the articles of incorporation to issue up to 20,000,000 units.

conditions for the

NMF’s units have been listed on the Tokyo Stock Exchange since October 2, 2015.

issue and sale of theSecondary market sales and transfers of units will be conducted in accordance with theunitsrules 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. The Tokyo
Stock Exchange sets daily price limits, which limit the maximum range of fluctuation within
a single trading day. Daily price limits are set according to the previous day’s closing priceor special quote.

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Article 23(1) (m)Latest net asset value

NMF’s unit’s latest market price is publicly available at the Tokyo Stock Exchange or fromof the AIF or latest

financial information venders (including Reuters, which can be viewed atmarket price of the

http://www.reuters.com/finance/stocks/overview?symbol=3462.T).

unit or share of the AIF
Article 23(1) (n)Details of the historical

The units of NMF were established on the Tokyo Stock Exchange on October 1, 2015.

performance of the

The performance of the units for the most recent five fiscal periods is as follows

AIF, where available
Fiscal period ended

Total Assets

Total Net Assets

Net Assets per unit

(JPY million)(JPY million)(JPY)

12th Fiscal Period(ended August 31, 2021)

1,192,507

619,901

131,468

1,196,357

623,014132,129

1,197,766

625,505

132,657

1,193,471

627,868

133,158

1,164,767

600,910132,146

11th Fiscal Period(ended February 28,
2021)
10th Fiscal Period(ended August 31, 2020)
9th Fiscal Period(ended February 29,
2020)
8th Fiscal Period(ended August 31, 2019)
Article 23(1) (o)Identity of the prime

No applicable prime broker.

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

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and reuse of AIF
assets, andinformation about any
transfer of liability tothe prime broker that
may exist
Article 23(1) (p)Description of how and The AIFM will disclose the matters described in Articles 23(4) and 23(5) periodicallywhen periodic

through the AIF Internet website and other public disclosures.

disclosures will bemade in relation toleverage, liquidity andrisk profile of theassets, pursuant to
Articles 23(4) and23(5)Article 23(2)The AIFM shall inform

Not applicable.

the 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

Not applicable.

inform investors of any
changes with respect
to depositary liability
without delay
Article 23(4)(a)Percentage of the AIF's assets which

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

their illiquid nature.

arising from their illiquid nature. The
percentage shall be calculated as the
net value of those assets subject to19
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special arrangements divided by the
net asset value of the AIF concerned
Overview of any special

There are no such special arrangements.

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

There are no such special arrangements.

assets which are subject to sucharrangements
How management and performance

There are no such special arrangements.

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

Any new arrangements or change in applicable arrangements will be

the liquidity of the AIF

disclosed at an appropriate time.

For each AIF that the AIFM manages

Any new arrangements or change in applicable arrangements will bethat is not an unleveraged closed-end

disclosed at an appropriate time.

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

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Immediately notify investors where

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

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

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

disclosed at an appropriate time.

arrangements
Terms of redemption and

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

entitled to request the redemption of their investment.

discretion applies, where relevant
Also any voting or other restrictions

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

exercisable, the length of any lock-up
or any provision concerning ‘first inline’ or ‘pro-rating’ on gates andsuspensions shall be included
Article 23(4)(c)
The current risk profile of the AIF and

Investment corporation bonds and long-term loans are used to financethe risk management systems

rehabilitation obligations, acquisition of real estate and repayment of loans.

employed by the AIFM to manage

These financial instruments are exposed to liquidity risk. NMF manages andthose risks

limits such risk by diversifying the lenders, inquest and implement ofdiversified procuring funds including use of surplus funds and the
procurement from the capital market by issuing investment units.
For floating rate borrowings exposed to the risk of rising interest, NMF, inorder to limit the impact caused by maintaining a low LTV ratio and highratio of fixed rate loans compared to floating rate loans. Also, NMF can use
derivatives trading as hedging instruments.
Deposits are exposed to risks of failure of the financial institution holding
the deposit and other credit risks, but such risks are managed throughdiversifying the financial institutions holding the deposits.

Measures to assess the sensitivity of

No such measures have been implemented.

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

No such situation has occurred.

been or are likely to be exceeded and21
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where these risk limits have been
exceeded a description of thecircumstances and the remedial
measures taken
Article 23(5)(a)Any changes to the maximum

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

disclosed at an appropriate time.

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

No such right or guarantee exists.

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

Any new arrangements or change in applicable arrangements will be

providers relating to the above.

disclosed at an appropriate time.

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

The aggregate amount of NMF’s interest-bearing debt (including

leverage employed by the AIF

investment corporation bonds) was JPY 517,798 million as of October 13,

calculated in accordance with the2021.

gross and commitment methods

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