[Exhibits]

May 6, 2021
To Our Unitholders
8-5-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo
Nomura Real Estate Master Fund, Inc.
Shuhei Yoshida, Executive Director

Notice of Convocation of the 3rd General Meeting of Unitholders
Nomura Real Estate Master Fund, Inc. (“NMF”) hereby notifies you of and requests your attendance atthe 3rd General Meeting of Unitholders of NMF to be held as set out below.
We advise unitholders to carefully decide whether to attend the meeting from the standpoint ofpreventing the spread of COVID-19. Please note that if you decide not to attend the meeting,you are entitled to exercise your voting rights in writing. Please refer to the reference
documents for the general meeting of unitholders attached hereto, indicate your vote in favor oragainst on the voting form enclosed herewith in order to exercise voting rights, and return thevoting form to reach us by 5:00 p.m. on May 25, 2021 (Tuesday).
In addition, pursuant to Article 93, Paragraph 1 of the Act on Investment Trusts and Investment
Corporations, NMF stipulates provisions concerning “Deemed Approval” in Article 14, Paragraphs 1and 2 of its Articles of Incorporation as set out below.
Accordingly, please note that unitholders who do not attend the general meeting of unitholders
and do not exercise their voting rights shall be deemed to be in favor of each of the proposals at
such general meeting of unitholders (provided, however, that in cases where two or more
proposals are submitted and any such proposal is in conflict in its nature with another proposal,
both of such proposals shall be excluded from such deemed approval).
(Excerpt from NMF’s Articles of Incorporation)
Article 14, Paragraphs 1 and 2 of the Articles of Incorporation
Article 14. (Deemed Approval)
1. Any unitholder who does not attend a general meeting of unitholders and does not exercise his/hervoting rights shall be deemed to be in favor of any proposal submitted to such general meeting ofunitholders (provided, however, that in cases where two or more proposals are submitted and any
such proposal is in conflict in its nature with another proposal, both of such proposals shall be
excluded from such deemed approval).
―1―2. The number of voting rights owned by the unitholder deemed to be in favor of a proposal inaccordance with the preceding Paragraph shall be included in the number of voting rights of theunitholders in attendance.

―2―

Details
1. Date and Time:May 26, 2021 (Wednesday) 10:00 a.m.

2. Venue:

Station Conference Tokyo “Sapia Hall”(Sapia Tower 5F, 1-7-12 Marunouchi, Chiyoda-ku, Tokyo)

3. Meeting Agenda:
Matters to Be Resolved
Proposal No. 1 Partial Amendment to the Articles of Incorporation
Proposal No. 2 Appointment of One (1) Executive Director
Proposal No. 3 Appointment of Three (3) Supervisory Directors(Requests)◎For those attending the meeting, please kindly submit the enclosed voting form to reception at thevenue.
◎Given the state of COVID-19 infection in Japan, etc., we will be taking measures to prevent its spreadat the general meeting of unitholders. For details, please check the attached “Measures to Prevent
COVID-19 Infection.”◎From the standpoint of securing safety of unitholders in light of the state of COVID-19
infection in Japan, the “Asset Management Briefing” previously held after the general
meeting of unitholders by Nomura Real Estate Asset Management Co., Ltd., NMF's assetmanagement company, will not be held this time in order to shorten the stay of unitholders.
We ask for your understanding. The movie and investor presentation material for NMF’s
financial results for the fiscal period ended February 2021 are available on the website(https://www.nre-mf.co.jp/en/ir/library.html).
(Information)◎Please note that, if NMF needs to amend matters stated in the reference documents for the general
meeting of unitholders, such amendment will be posted on NMF’s website (https://www.nremf.co.jp/en/).
◎If you are to exercise your voting rights by proxy, you may appoint one (1) unitholder having voting
rights and have him/her attend the general meeting of unitholders as your proxy. In such case, theproxy shall submit a document evidencing his/her authority of a proxy together with your voting
form, as well as his/her voting form at the reception.
◎We will not provide any gifts for unitholders who attend the general meeting of unitholders.
We would appreciate your understanding.
―3―

Measures to Prevent COVID-19 Infection
In light of the state of the COVID-19 pandemic in Japan, we plan to take the following measures toensure the safety of unitholders and prevent the spread of COVID-19 at the general meeting ofunitholders. We ask for your understanding and cooperation.
(Requests to All Unitholders)・ You are entitled to exercise your voting rights at the general meeting of unitholders inwriting even if you are not attending. In the view of preventing COVID-19 infection, we ask
you to consider refraining from coming to the venue and exercise your voting rights inwriting.
・ Particularly, elderly people, people with underlying health conditions, pregnant women, and people
who have concerns about their health are urged to consider not attending the general meeting ofunitholders.
・ For those who plan to attend the general meeting of unitholders, we ask that you prioritize yoursafety and be mindful of the infection status of COVID-19 and the responses taken by government
agencies on the day of the meeting as well as your own health condition up to the day, and to nottake the risk of attending the meeting.
(Operation of the General Meeting of Unitholders)・ At the venue on the day of the meeting, the number of seats available will be limited as weplan to distance seats for lowering the risk of COVID-19 infection. Please be advised inadvance that we may be rejecting entry into the venue in the event that not enough seats areavailable.
・ We ask the unitholders attending the general meeting of unitholders to wear face masks. We also
ask unitholders to sanitize their hands using the alcohol-based sanitizers and cooperate in bodytemperature checks at reception. Please also be advised in advance that unitholders having atemperature of 37.5°C or higher, displaying symptoms such as a cough, or having possibly been
infected by COVID-19 may be asked not to attend the meeting.
・ Please understand that the directors and organizing staff in attendance will be wearing face masks inprinciple after checking their health condition.
・ In order to prevent the spread of COVID-19 infection, detailed explanation of proposals may beomitted at the meeting venue for the purpose of shortening the time of the general meeting ofunitholders. Therefore, we ask you to read through this notice of convocation in advance.
・ The microphone that will be used by unitholders when asking questions will be placed further awayfrom other unitholders and will be sanitized after each use.
・ In order to shorten the stay of unitholders, please be advised in advance that the “AssetManagement Briefing” previously held after the general meeting of unitholders by Nomura Real
Estate Asset Management Co., Ltd., NMF's asset management company, will not be held
this time. The movie and investor presentation material for NMF’s financial results for the fiscal
period ended February 2021 are available on the website (https://www.nremf.co.jp/en/ir/library.html).
・ After the end of the general meeting of unitholders, please leave the venue in the order from theunitholders seated at the back row, following the guidance of the organizing staff.
・ We may take measures other than the above as necessary in view of maintaining the order of thegeneral meeting of unitholders and preventing the spread of COVID-19. We ask for your―4―

understanding and cooperation.
The above contents may be updated depending on future changes in circumstances andinstructions/requests by government agencies. The updated information will be properly announced on
NMF’s website (https://www.nre-mf.co.jp/en/).

―5―

Reference Documents for the General Meeting of Unitholders
Proposals and Reference Matters
Proposal No. 1 Partial Amendment to Articles of Incorporation
1. Reasons for Amendment(1) Current Article 14
Pursuant to Article 93, Paragraph 1 of the Act on Investment Trusts and Investment
Corporations (Act No. 198 of 1951, as amended), NMF stipulates provisions concerning“Deemed Approval” in Article 14 of NMF’s Articles of Incorporation.
As to Deemed Approval, NMF will establish new provisions to stipulate that provisions
concerning Deemed Approval will not be applied to important proposals such as those that
could significantly impact the management structure of the investment corporation andagainst which submitting a conflicting proposal is difficult due to its nature, in order to more
directly and accurately reflect the intention of unitholders.
2. Content of Amendment
NMF will amend part of the existing Articles of Incorporation as follows.
(The amended portions are underlined)
Current Articles of Incorporation
Proposed Amendment
Article 14. (Deemed Approval)
Article 14. (Deemed Approval)
1. Any unitholder who does not attend a general 1. (No Change)
meeting of unitholders and does not exercise
his/her voting rights shall be deemed to be infavor of any proposal submitted to such general
meeting of unitholders (provided, however, thatin cases where two or more proposals are
submitted and any such proposal is in conflictin its nature with another proposal, both ofsuch proposals shall be excluded from suchdeemed approval).
2. Notwithstanding the provision of the preceding
paragraph, the provision on Deemed Approvalshall not apply to proposals concerning thefollowing items.
(1) Dismissal of Executive Directors,
Supervisory Directors or Auditors(2) Amendment to Articles of Incorporation(limited to establishment, revision orabolition of provisions related to DeemedApproval)(3) Dissolution(4) Approval of cancellation of the asset
management agreement by the asset
management company(5) Cancellation of the asset managementagreement by the investment corporation
2. The number of voting rights owned by the 3. The number of voting rights owned by theunitholder deemed to be in favor of a proposal(New Establishment)―6―

Current Articles of Incorporationin accordance with the preceding Paragraphshall be included in the number of voting rightsof the unitholders in attendance.
Adopted: October 1, 2015
Amended: May 26, 2017
Amended: May 23, 2019
Amended: September 1, 2019

Proposed Amendment
unitholder deemed to be in favor of a proposalin accordance with Paragraph 1 shall beincluded in the number of voting rights of theunitholders in attendance.
Adopted: October 1, 2015
Amended: May 26, 2017
Amended: May 23, 2019
Amended: September 1, 2019
Amended: May 26, 2021

―7―Proposal No. 2 Appointment of One (1) Executive DirectorThe term of office for Executive Director Shuhei Yoshida will expire as of May 31, 2021. NMF
proposes election of one Executive Director. The term of office of the Executive Director to beelected will be for two years beginning on June 1, 2021.
The candidate for Executive Director is as follows.
In addition, this proposal regarding the election of the Executive Director has been submitted
according to the unanimous agreement by supervisory directors.
Name(Date of Birth)

Career Summary and Material Concurrent Position
April 1982
April 1982
April 1986
April 1994
June 1994August 1995
April 1998
March 2000
April 2005
August 2005
November 2006
December 2007
February 2008
November 2008

Shuhei Yoshida(June 19, 1952)

September 2009
May 2010

January 2013
April 2013
September 2013
May 2014
July 2014
December 2014
December 2014
June 2015
October 2015
June 2017
October 2018
April 2019

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

Numberof NMF
units held

0 units(Note 1) The above candidate for Executive Director has no special interest in NMF. The above candidate for Executive Director
currently supervises overall operations of NMF as Executive Director of NMF.
(Note 2) NMF has concluded with an insurance company Directors and Officers Liability Insurance as stipulated in Article 116-3,Paragraph 1 of the Act on Investment Trusts and Investment Corporations to cover loss, such as compensation payment
and dispute costs, to be borne by the insured to a certain extent when they receive a claim for compensation for the actions
they have taken as a director of NMF. When the above candidate for Executive Director assumes the office of ExecutiveDirector, he will be included in the insured under the insurance contract, and an insurance contract with the same coverage
will be concluded again upon the expiration of the insurance contract.

―8―Proposal No. 3 Appointment of Three (3) Supervisory Directors
The terms of office for Supervisory Directors Mineo Uchiyama, Koichi Owada, and Mika Okada will
expire as of May 31, 2021. NMF proposes election of three Supervisory Directors. The terms ofoffice of the Supervisory Directors to be elected will be for two years beginning on June 1, 2021.
The candidates for Supervisory Director are as follows.
Candidate
NumberName(Date of Birth)

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

1Mineo Uchiyama(August 23, 1957)

April 2008
April 2010

April 2011
July 2016
June 2017
October 1994
February 1999
April 2003
March 2015
May 2015
May 2015
2

Koichi Owada(May 1, 1971)

June 2015

March 2017
June 2017
May 2019
May 2019

Joined Serizawa Corporation (currently known as GYOSEI& CO.)Currently serves as Partner at Mineo Uchiyama CPA Office
Audit & Supervisory Board Member of PI Technology Co., Ltd.
Audit & Supervisory Board Member of Value CommerceCo., Ltd.
Professor at the Faculty of Economics, Tohoku University
Special Professor of the Department of Professional
Accountancy at the Graduate School of Aoyama GakuinUniversity
Currently serves as Visiting Professor at the Faculty ofEconomics, Komazawa University
Currently serves as partner of Seiryu Audit Corporation.
Currently serves as Supervisory Director of Nomura Real
Estate Master Fund, Inc.
Joined Adachi Real Estate Appraisers office (currentlyknown as Adachi Real Estate Appraisal CO., LTD.)
Registered as a real estate appraiser
Currently serves as CEO of Tama Sōgō Appraisal
Corporation
Currently serves as member of Fuchu City Land Tax
Appraisal Council
Vice Chairman of Tokyo Association of Real EstateAppraisers, Public Interest Incorporated Foundation
Currently serves as chairman of public land appraisal
committee
Currently serves as member of public land appraisal
committee of Japan Association of Real Estate Appraisers,
Public Interest Incorporated Foundation
Currently serves as member of Tokyo Land Appraisal
CouncilCurrently serves as Supervisory Director of Nomura Real
Estate Master Fund Inc.
Vice Chairman of Tokyo Association of Real EstateAppraisers, Public Interest Incorporated Foundation
Currently serves as chairman of public land appraisal
committee―9―

Numberof NMF
units held

0 units

0 units

April 1993
April 1999
April 1999
May 2001
3January 2008
Mika Okada(September 23, 1970) April 2013
April 2017
June 2019April 2020

Joined Yugenkaisha Blue Planet
Registered as an attorney (Tokyo Bar Association)
Joined Tsunematsu, Yanase & Sekine (currently known as
Nagashima, Ohno & Tsunematsu)
Joined Yuwa Partners (currently known as CITY-YUWAPartners)
Currently serves as partner of CITY-YUWA Partners
Part-time Lecturer of Kumamoto University School of Law
Currently serves as Board Member of the Licensing
Executives Society Japan
Currently serves as Supervisory Director of NMF
Currently serves as a faculty member of Graduate Schoolof Social Entrepreneurship (graduate school for specialists)
at Sagami Women's University(Note 1) The above candidates for Supervisory Director have no special interest in NMF. Mineo Uchiyama and Koichi Owada, thetwo candidates for Supervisory Director, currently supervise overall execution of duties by the Executive Director of NMF
as Supervisory Directors of NMF. Concerning Mika Okada, one of the candidates for Supervisory Director, the namedescribed above is the former and professional name, but the name on the family register is Mika Furusawa.
(Note 2) NMF has concluded with an insurance company Directors and Officers Liability Insurance as stipulated in Article 116-3,Paragraph 1 of the Act on Investment Trusts and Investment Corporations to cover loss, such as compensation payment
and dispute costs, to be borne by the insured to a certain extent when they receive a claim for compensation for the actions
they have taken as a director of NMF. When the above candidates for Supervisory Director assume the office ofSupervisory Director, they will be included in the insured under the insurance contract, and an insurance contract with thesame coverage will be concluded again upon the expiration of the insurance contract.

― 10 ―0 unitsReference Matter

If any proposal to be submitted to the general meeting of unitholders is in conflict in its nature
with other proposal, the provision of “Deemed Approval” prescribed in Article 14, paragraphs 1and 2 of NMF’s Articles of Incorporation shall not be applied with respect to any of suchproposals.
Please note that none of the proposals from Proposal 1, Proposal 2 and Proposal 3 above
constitutes such conflicting proposal.
End of document― 11 ―