(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 Master Fund Toshi Hojin)

CHAPTER I
GENERAL PROVISIONS

Article 1.

(Trade Name)

The investment corporation shall be called Nomura Fudosan Master Fund Toshi Hojin,
and in 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.

-1-

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 requestof unitholders.

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
shall be 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 tosuch offer, applied for subscription of such units) shall be approved by the Boardof Directors as deemed as a fair price in light of the contents of the assets ownedby the Investment Corporation (the “Investment Assets”).

Article 7.

(Unit Handling Regulations)

The handling of units of the Investment Corporation and fees therefor shall be governedby the Unit Handling Regulations established by the Board of Directors, as well as bylaws and regulations 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 May 1, 2017 or without
delay after that date and a general meeting of unitholders shall be convened every
two years thereafter on May 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 in accordance with the order previously determined by the Board of
Directors.

4.

In order to convene a general meeting of unitholders, the executive director must
give public notice of the date of the meeting at least 2 months prior to such dateand issue a notice of such date in writing to the unitholders at least 2 weeks prior
to such date. However, public notice is not required with respect to a general
meeting of unitholders held prior to the date as of which 25 months will haveelapsed from the date of the holding of the immediately preceding general
meeting of unitholders, pursuant to the provisions of paragraph 1.

Article 9, Paragraph 2
1.
2.

(Measures for Electronic Provision, etc.)

The Investment Corporation, when convening a general meeting of unitholders,shall take measures to provide electronically information contained in reference
documents for the general meeting of unitholders, etc.
The Investment Corporation may decide not to include the whole or part of thematters that take measures for electronic provision, which are specified in theRegulation for Enforcement of the Act on Investment Trusts and Investment
Corporations, in the document to be delivered to unitholders who have requested
delivery of printed documents by the record date for voting rights.

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-3-to be the chairman is unable to so act due to accidents, another executive director or asupervisory director shall serve 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
by laws and regulations or these Articles of Incorporation, be adopted by amajority of voting rights of the unitholders in attendance at the general meeting ofunitholders.

2.

A unitholder may exercise his/her voting rights by delegating such voting rights
to another unitholder of the investment Corporation who has voting rights as aproxy.

3.

In case of the preceding Paragraph, a unitholder or the proxy shall submit acertificate evidencing the status of the proxy for each general meeting ofunitholders to the Investment Corporation.

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 theInvestment Corporation of the document with the necessary matters stated by thetime specified by laws and regulations.

2.

The number of voting rights exercised in writing in accordance with thepreceding Paragraph shall be included in the number of voting rights of theunitholders in attendance.

Article 13.

(Exercise of Voting Right through Electromagnetic Methods)

1.

Exercise of voting right through electromagnetic methods shall require provisionof necessary matters that should be stated in the document for the exercise of
voting right to the Investment Corporation through electromagnetic methods, asprescribed 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 inaccordance with the preceding Paragraph shall be included in the number ofvoting rights of the unitholders in attendance.

Article 14.

(Deemed Approval)
-4-

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 incases where two or more proposals are submitted and any such proposal is in
conflict in its nature with another proposal, both of such proposals shall be
excluded from such deemed approval).

2.

Notwithstanding the provision of the preceding paragraph, the provision on
Deemed Approval shall not apply to proposals concerning the following items.

3.

(1)

Dismissal of Executive Directors, Supervisory Directors or Auditors(2)

Amendment to Articles of Incorporation (limited to establishment, revision
or abolition of provisions related to Deemed Approval)(3)

Dissolution(4)

Approval of cancellation of the asset management agreement by the asset
management company(5)

Cancellation of the asset management agreement by the investment
corporation

The number of voting rights owned by the unitholder deemed to be in favor of a
proposal in accordance with Paragraph 1 shall be included in the number ofvoting rights of the unitholders in attendance.

Article 15.

(Record Date, etc.)

1.

If a general meeting of unitholders of the Investment Corporation is held within
three months after the settlement date set forth in Article 35 of its Articles ofIncorporation, the Investment Corporation may determine the unitholders listed in
the latest unitholders’ list as of the relevant settlement date as the person who may
exercise voting rights at relevant general meeting of unitholders.

2.

Notwithstanding the provisions in the preceding paragraph, the Investment
Corporation may determine unitholders listed in the latest unitholders’ list as of
the record date determined by a resolution of the Board of Directors andannounced in advance in a public notice in accordance with laws and regulations
as the person who may exercise voting rights at a general meeting of unitholders,when necessary.

3.

The minutes of a general meeting of unitholders shall be prepared, in accordancewith laws and regulations.

-5-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 noless than two (provided, however, the number of supervisory directors shall exceed thenumber 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
and regulations.

2.

The term of office of executive directors and supervisory directors shall be twoyears after their respective assumption of office; provided, however, that this shallnot preclude the extending or shortening the term of office to the extent
prescribed by laws and regulations by resolution of a general meeting ofunitholders. In addition, the term of office of any executive director orsupervisory director elected to fill a vacancy or to increase 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 and hereafter in this Paragraph, meaning executive directors andsupervisory directors) to fill a vacancy will remain in force shall continue until
the expiration of the term of office of the directors to be substituted who were
elected at the general meeting of unitholders at which the aforementioned
resolution was adopted (in cases where the directors were not elected at suchgeneral meeting of unitholders, then at the most recent general meeting ofunitholders at which the directors were elected); provided, however, that such
period may be shortened by a resolution of the general meeting of unitholders.

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
per month, and the amount of compensation shall be determined by the-6-Board of Directors taking 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. Payment shall be made by the last
day of the relevant month by remittance into a bank account designated by
the relevant executive director.
(2)

Article 19.

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 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. Payment shall be made by the last
day of the relevant month by remittance into a bank account designated by
the relevant supervisory director.

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

If executive directors, supervisory directors or independent auditors (here and hereafterin this Article, referred to as the “Directors Etc.”) has performed his or her duties ingood faith and without gross negligence, and when the Investment Corporation finds it
particularly necessary, taking into consideration the details of the facts that are thesource of liability, the status of the execution of the duties of such Directors Etc., andother circumstances, the Investment 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.

Article 21.
1.

(Convocation, etc.)

In case the number of executive directors is one, such executive director shall,unless otherwise stipulated by laws and regulations, convene a meeting of theBoard 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-7-

stipulated by laws and regulations, convene a meeting of the Board of Directors
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 dateset for such meeting; provided, however, that this convocation period may be
shortened in case 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.

5.

In case the number of executive directors is one, such executive director shall act
as chairman at a meeting of the Board of Directors. In case the number of
executive directors is two or more, one of the executive directors shall act aschairman thereat in accordance with the order previously determined by the
Board of Directors; provided, however, that if such executive director to be thechairman is unable to so act due to accidents, another executive director or asupervisory director shall serve as chairman thereat in accordance with the orderpreviously determined by the Board of Directors.

Article 22.

(Resolutions, etc.)

1.

Resolutions of a meeting of the Board of Directors shall, unless otherwise
stipulated by laws and regulations or these Articles of Incorporation, be adopted
by a majority of voting rights of the members in attendance at a meeting, at whichmore 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
and regulations, and to which the executive directors and supervisory directors
present at such 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 Boardof Directors resolved in a meeting of the Board of Directors in addition to laws andregulations and these Articles of Incorporation.

-8-

CHAPTER VI
INDEPENDENT AUDITOR

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 thefirst 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 amaximum amount of thirty million (30,000,000) yen, and such amount shall be paid nolater than the last day of the month following the month when the audit engagement forthe settlement of the relevant fiscal period finishes, by remittance into a bank accountdesignated by the independent auditor.

-9-CHAPTER VII
ASSET MANAGEMENT OBJECTIVES AND POLICIESArticle 27.

(Basic Asset Management Policies)

The Investment Corporation shall aim at managing its assets mainly as investment inreal estate, leaseholds of real estate, surface rights, and the beneficial interests of trusts
formed by entrustment of only these assets out of Real Estate, etc. Assets (meaning theassets specified in the Enforcement Ordinance of the Act Concerning Investment Trusts
and Investment Corporations), and invest them to secure stable earnings and steady
growth in the Investment Assets for the medium to long-term.

Article 28.

(Investment Stance)

1.

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, Paragraph 1, Items (1) or (2)) and Real Estate-Backed Securities (here andhereafter, the assets specified in Article 29, Paragraph 1, Item (3)), the Investment
Corporation shall invest primarily in Real-Estate Related Assets, without limiting
the use of real estate composed of or backed by real estate used as logistics
facilities, retail facilities, offices, residential facilities or Real-Estate Related
Assets for various purposes.

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 the surrounding areas of those cities. When investing in Real
Estate-Related Assets, the Investment Corporation shall seek to diversify theInvestment Assets by region to secure stable cash flows through mitigating
earthquake risks, risks associated with changes in local economies and leasing
markets.

3.

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

4.

When investing in Real Estate-Related Assets, the Investment Corporation shallmake comprehensive determinations based on the current and future profitabilityof the real estate comprising or backing such Real Estate-Related Assets, the sitearea, the size, and the characteristics of tenants and the detail of lease agreements,
merchantability and the status of handling to the deterioration or obsolescenceconcerning buildings of such real estate, and rights under lease agreements andshall make decisions following an examination of the investment value.
- 10 -

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 byincreasing revenues and reducing expenses.

6.

The Investment Corporation shall make comprehensive determinations
concerning the sale of Real Estate-Related Assets which the Investment
Corporation acquired taking into consideration the current and future profitabilityof the real estate comprising or backing such Real Estate-Related Assets, thefuture potential and stability of the surrounding market, merchantability and thestatus of handling to the deterioration or obsolescence concerning buildings ofsuch real estate, the characteristics of tenants, the detail of rights under the leaseagreements, and the composition of the Investment Corporation’s Investment
Assets.

7.

Notwithstanding the provisions of preceding Paragraph, if any unexpected event
such as a sudden change of market condition trends, general economic conditions
or real estate market trend, etc. occurs, the Investment Corporation may takemeasures necessary.

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, orthe beneficial interests of trusts formed by entrustment of ownership rights of realestate, leaseholds of land or surface rights) to the aggregate value of the specified
assets held by the Investment Corporation at not less than 75%.

Article 29.

1.

(Types, Objectives and Extent of Assets Targeted for AssetManagement)

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
and regulations;(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- 11 -

by entrustment of real estate, together with money appertaining
thereto);(v)

Beneficial interests of money trusts the purpose of which is to invest
the trust 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
consideration of contribution of either of the parties in order tofinance an investment by the other party in (a) the real estate or (b)the assets set forth in (i) through (v) above, such other party shallinvest the properties so contributed in such assets mainly and make
distribution of profits from such investment (the “equity interests inanonymous associations (tokumei kumiai) relating to real estate”);(vii)

Beneficial interests of money trusts the purpose of which is to invest
the trust 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)

2.

The following certificates invested primarily in Real Estate, etc. (including
rights that should be represented by the certificates in cases wherecertificates representing such rights have not been issued, and collectively
referred to as the “Real Estate-Backed Securities”):(i)Preferred capital contribution certificates (as defined in the Act
Concerning Securitization of Assets (the “Asset SecuritizationAct”));(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 categoryof 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 such falling 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, inaddition to the specified assets set forth in the immediately preceding Paragraph,- 12 -

including rights that should be represented on the certificates in cases wherecertificates 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 andExchange Act);(v)

Municipal bonds (as defined in the Financial Instruments andExchange Act);(vi)

Bonds issued by a juridical person pursuant to a special law (asdefined 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);

3.

(ix)

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

Beneficial interests of money trusts the purpose of which is to invest
the trust 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 ofthis Article that fall under securities, hereinafter the same).

(2)

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

(3)

Facilities generating Renewable Energy (as defined in the Investment Trust
Act Enforcement Order).

The Investment Corporation may invest in the following rights, etc., theacquisition of which is considered to be necessary or useful in connection with
Real Estate-Related Assets:- 13 -

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,and other items attached to the real estate constructional or for the use ofreal estate); excluding those that fall under Facilities generating Renewable
Energy);(4)

Rights to use the source of hot springs provided for in the Hot Spring Act
and the facilities 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
with investments in Real Estate-Related Assets, etc.

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

Article 30.

(Investment Restrictions)

1.

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.

2.

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

Article 31.

(Reinvestment of Income)- 14 -

The Investment Corporation may reinvest proceeds from the sale of Investment Assets,
proceeds from the redemption of securities, interest, distributions relating to equity
interest in anonymous associations, real estate leasing income and other income, andsecurity 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, thereal estate which is 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 the creation of car parks and the placement ofsignboards, etc.).

2.

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

3.

The Investment Corporation may lease any Investment Assets other than the realestate (including, other than the real estate acquired by the Investment
Corporation, the real estate which is the back assets of the Real Estate-Related
Assets) belonging to the Investment 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 theInvestment Assets, make effort to ensure the reliability of the appraisal.

3.

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

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- 15 -

Investment Trusts and Real Estate Investment Corporations” of The Investment
Trusts Association, Japan and other laws and regulations, and generally accepted
corporate accounting principles in Japan and the method of the appraisal withrespect to each type of the Investment Assets shall be as set forth as follows. For
foreign currency transactions, accounting and appraisal shall be conducted inaccordance with the Practical Guidelines on Accounting for Foreign Currency
Transactions.
(1)

Real estate, leaseholds of real estate or surface rights, or the assets of asimilar 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 thebuilding and facilities; provided, however, that for facilities, anothermethod may be used if the straight-line method ceases to be suitable for ajustifiable reason and that the adoption of such another method isreasonably deemed to cause no problem in terms of the protection of
investors.

(2)

Beneficial interests of trusts or the assets of a similar nature under foreignlaws and regulations formed by entrustment of real estate, leaseholds ofreal estate or surface rights, or the assets of a similar nature under foreignlaws 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 amountequivalent to the Investment Corporation’s share in the relevant beneficial
interests, after aggregating the amount of the trust properties appraised by
the method as provided for in (1) above, if such properties fall under the
category of the assets set forth in (1) above, and, if such properties arefinancial assets, the amount thereof appraised in accordance with generally
accepted corporate accounting principles in Japan, and deducting from thesum thereof the amount of liabilities.

(3)

Beneficial interests of money trusts or the assets of a similar nature under
foreign laws 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 (asdefined 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 amountequivalent to the Investment Corporation’s share in the relevant beneficial
interests, after aggregating the amount of the component assets of the trust
properties appraised by the method as provided for in (1) above, if suchcomponent assets fall under the category 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- 16 -

principles in Japan, and deducting from the sum thereof the amount ofliabilities.
(4)

Equity interests in anonymous associations relating to real estate or theassets of a 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 the relevant Investment Corporation’s equity interests, after aggregating
the amount of the component assets of the equity interests in anonymous
associations appraised by the relevant method provided for in (1) through(3) above, if such component assets fall under the category of any of theassets set forth in (1) through (3) above, and, if such component assets arefinancial assets, the amount thereof appraised in accordance with generally
accepted corporate accounting principles in Japan, and deducting from thesum thereof the amount of liabilities.

(5)

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 or the assets of a similar nature under foreign laws
and regulations (as defined 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 amountequivalent to the Investment Corporation’s share in the relevant beneficial
interests, after aggregating the amount of the equity interests in anonymous
associations, which is the trust property, appraised by the method asprovided for in (4) above, and deducting from the sum thereof the amountof liabilities.

(6)

Securities (as defined in Article 29, Paragraph 1, Item (3) and Article 29,
Paragraph 2, Item (1), (iv) through (ix) and (xi)):
The value shall be the market price (i.e., the trading price on a financial
instruments exchange, the price published by the Japan Securities Dealers
Association or the similar trading prices at which transactions are formedon any trading system where securities can be sold and converted into cashfrom time to time in accordance with the foregoing prices; hereinafter thesame). However, stocks and other securities for which no market price isavailable shall 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 allowancefor doubtful accounts from the acquisition price; provided, however, that in
the case of monetary receivables obtained under par or above par where thedifference between the acquisition price thereof and the claim amount isdeemed to be of the nature of adjustment of interest, appraisal shall bemade at the amount obtained by deducting the allowance for doubtful
accounts from the value calculated by the amortized cost method.
- 17 -

(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 thecomponent assets of the trust properties appraised by the relevant method
set forth in (6), (7) or (10), if such component assets fall under the categoryof 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 suchclosing price, the quotation price (the minimum offered quotation
price or the maximum bid quotation price, or if both of them arequoted, the mean price thereof)) at the relevant exchange as of thecalculation date; provided, however, if there is no such final price asof 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.

(iii)

Hedge accounting may be applicable to those transactions deemedas hedge 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 tothose transactions 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 the requirements for deferred hedge accounting criteria
under the Practical Guidelines on Accounting for Foreign Currency
Transactions, deferred hedge accounting may be applied.

(10) Others:
Any item other than those provided for above shall be appraised at thevalue 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 accordancewith generally accepted corporate accounting principles in Japan.

- 18 -

2.

If appraisal is made in any method other than those provided for in theimmediately preceding Paragraph with an aim to state the appraised price in the
Asset Management Report, etc., appraisal shall be made as follows:(1)

Real estate, leaseholds of real estate or surface rights, or the assets of asimilar 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 of real estate or surface rights (including the assets of similar
nature under foreign laws and regulations) or equity interests in anonymous
associations relating to real 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
the relevant 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 amountthereof appraised in accordance with generally accepted corporate
accounting principles in Japan, and deducting from the sum thereof theamount 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 is adopted 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 be appraised by the market price thereof, the calculation date thereof
shall be the last day of each month.

Article 35.

(Fiscal Period)

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

- 19 -

Article 36.
1.

(Cash Distribution Policies)

Distribution Policies
The Investment Corporation shall, in principle, make distributions in accordancewith the following policies, and, upon making cash distributions, shall follow therules stipulated by The Investment Trusts Association, Japan:

2.

(1)

Distributable amounts arising from investment of the Investment
Corporation’s Investment Assets (the “Distributable Amount”) shall beincome calculated on each Settlement Date in accordance with theInvestment Trust Act and generally accepted corporate accounting
principles in Japan (being the Profits as specified in Article 136, Paragraph 1 of theInvestment Trust Act).

(2)

Distribution amounts shall be determined by the Investment Corporationand such distribution amounts shall exceed 90% of the earnings available
for distribution of the Investment Corporation (in case of change in thecalculation method of such amount due to amendment to laws andregulations etc., the amount 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 Provisionsof Taxation on Investment Corporations”) (provided however, theDistributable Amounts is the upper limit.). Provided, however, that this will
not apply if there is a loss for tax purposes or if there will be no taxable
earnings because of carrying a tax loss forward, and in such cases theamount will be reasonably determined by the Investment Corporation. The
Investment Corporation may accumulate from the Distributable Amountreserves deemed 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 as well as other necessary amounts, reserve or handle suchamounts in any other manner.

(3)

Any amount of income or earned income through the Settlement Date thatis not applied to the distribution and retained shall be invested under thebasic investment policies and investment stance of the Investment
Corporation.

Distributions in Excess of Income
In the following cases, the Investment Corporation may distribute an amount inexcess of the Distributable Amount equal to the amount of the distribution
specified in Item (2) of the preceding Paragraph plus an amount to be determinedby the Investment Corporation up to the amount stipulated by the regulations of
The Investment Trusts Association, Japan.
(1)

In cases where the Investment Corporation aims to mitigate imposition of
corporation taxes, etc.
- 20 -

(2)3.

In addition to the immediately preceding item, in cases where theInvestment Corporation deems it appropriate taking into consideration,
among other things, the economic circumstances, the trend of thereal-estate market, the leasing market or the real estate investment trust
market, etc., or the influence, etc. of acquisition and sale of assets,large-scale repair and financing by the Investment Corporation on the
distribution per unit.

Method of distribution of dividends
The dividends specified in Paragraphs 1 and 2 shall be distributed in cash within
three months 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 the Settlement Date, in proportion to the respective numberof units held by such unitholders.

4.

Discharge of claim for distributions
In case the dividends specified in Paragraphs 1 and 2 are unclaimed for a periodof three (3) full years after the date on which such dividends first become payable,
the Investment 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 inorder to finance acquisition of assets, payment of maintenance expenses and othermaintenance and management expenses or dividends, funds required to manage
the Investment Corporation, and repayment of liabilities (including the refund of
security deposits and guaranty monies, and the repayment of borrowings andinvestment 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 of short-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.

- 21 -

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 Corporationcommissions the management of its assets and the time of payment thereof shallbe as follows. The Investment Corporation shall not pay Asset Management
Company any fees relating to agency services or brokerage under the Building
Lots and Buildings Transactions Business Act.
(1)

Management Fee I
Management Fee I Management Fee I shall be the amount calculated bymultiplying (a) the total assets of the Investment Corporation determined by
the method specified below by (b) 0.45% per annum for the period from the
day after the Investment Corporation’s immediately preceding Settlement
Date until the last day of the third month following such Settlement Date(“Calculation Period 1”) and for the period from the day after the final dayof Calculation Period 1 until the next Settlement Date (“Calculation Period2”) (pro rata monthly amounts shall be calculated 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 the Investment Corporation’sbalance sheet as of the Settlement Date of the Investment Corporation’s
immediately preceding Fiscal Period (limited to the balance sheet approvedat the meeting of the Board of Directors in accordance with the Article 131,
Paragraph 2 of the Investment Trust Act) (provided, however, that an
amount equivalent 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
difference of the total acquisition price (meaning the purchase price in acase of purchase, the price 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), thecontribution amount in a case of capital contribution, and the amount ofassets 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 and local consumption taxes required for acquisition ofbuildings, hereinafter the same in this Item and Item (3)) 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 theBoard of Directors in accordance with the Article 131, Paragraph 2 of theInvestment Trust Act), if the Investment Corporation acquired (including
the case where the Investment Corporation succeeded specified assets of anabsorbed investment corporation as a result of an absorption-type merger,
in which the Investment Corporation participates as a surviving investment
corporation ; hereinafter the same in this Item and Item (3)) or disposed of- 22 -

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.
(2)

Management Fee II
Management Fee II for each Fiscal Period of the Investment Corporation
shall be the amount calculated by multiplying the Net Income before
Deduction of Management Fee II by 5.5% (amounts less than one yen shallbe rounded down).
The “Net Income before Deduction of Management Fee II” means theamount obtained by adding goodwill amortization cost to, and deducting
gain on negative goodwill from, income before income taxes calculated inaccordance with generally accepted corporate accounting principles inJapan (before deduction of Management Fee II and non-deductible
consumption taxes on Management Fee II) and after compensation of loss
carried forward (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 for the relevant Fiscal Period.

(3)

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 amount obtained by multiplying the acquisition price by a rate
separately agreed upon between the Investment Corporation and the AssetManagement Company, which rate shall be up to 1.0% (0.5%, if theacquisition 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 the asset management or investment advisory service).
Acquisition Fees shall be paid by the last day of the month following themonth in which the specified asset was acquired (the month to which theeffective date of merger or the date of incorporation of the investment
corporation belongs, in a case of merger).

(4)

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 the amount obtained by multiplying the disposition price (meaning
the disposition price in a case of sale, and the price of the asset disposed ofby 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
- 23 -

separately agreed upon with the Asset Management Company, which rateshall 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 a company etc.
for which a related party provides the asset management or investment
advisory service).
Disposition Fees shall be paid by the last day of the month following themonth in 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 tothose 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 electronic bank transfer (all transfer fees and all national and local
consumption taxes applicable to those fees shall be borne by the Investment
Corporation) or by remittance to a bank account 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 thenational and local consumption taxes (“Consumption Taxes”) levied on those expenses
and monies for the
management of the Investment Assets and other expenses and monies that theInvestment Corporation shall pay that are subject to taxation under the Consumption
Tax Act (collectively, “Taxable Items”), and the Investment Corporation shall pay theamount of Consumption Taxes together with the monies for payment of the relevantTaxable Items. All the amounts stated herein, if not otherwise specified herein, areamounts excluding Consumption Taxes.

- 24 -

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, andthe custody 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 be commissioned to a third party under the Investment Trust Act and the
Enforcement Ordinance of the Act Concerning Investment Trusts and Investment
Corporations, to a third party.

Adopted:Amended:Amended:Amended:Amended:Amended:

October 1, 2015
May 26, 2017
May 23, 2019
September 1, 2019
May 26, 2021
May 30, 2023

- 25 -