DISCLAIMER
This document has been prepared solely for the purpose of providing U.K. and Dutch investors
with certain information under Article 23 of the European Alternative Investment FundManagers Directive (European Directive 2011/61/EU) (the “AIFMD”) as implemented in theirrespective jurisdictions. Accordingly, you should not use this document for any other purpose.
Prohibition of Sales to EEA Retail Investors
In addition to the restrictions under the AIFMD, the units of Mitsui Fudosan Logistics Park Inc.
(“MFLP” or the “AIF”) are not intended to be offered, sold or otherwise made available to andshould not be offered, sold or otherwise made available to any retail investor in the European
Economic Area or the EEA. For these purposes, a retail investor means a person who is one (ormore) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as
amended, or the MiFID II; or (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 units of MFLP
or otherwise making them available to retail investors in the EEA has been prepared andtherefore offering or selling the units of MFLP, or otherwise making them available, to any retailinvestor in the EEA may be unlawful under the PRIIPs Regulation.
United Kingdom
The units of MFLP are being marketed in the United Kingdom pursuant to Article 59 of theUnited Kingdom Alternative Investment Fund Managers Regulations 2013. In accordance withthis provision, Mitsui Fudosan Logistics REIT 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 and Markets Act 2000(“FSMA”) MFLP 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 MFLP
may be made only to: (i) investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order; (ii)high net worth companies, unincorporated associations or other entities falling within Articles
49(2)(a) to (d) of the Order; or (iii) other persons to whom it may lawfully be communicated (allsuch persons together being referred to as “Relevant Persons”). In the United Kingdom, thisdocument and its contents are directed only at Relevant Persons and must not be acted on orrelied on by 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 is unauthorized
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 MFLP are not intended to be offered, sold or otherwise madeavailable to and should not be offered, sold or otherwise made available to any retail investor
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 the European Union (Withdrawal) Act
2018 (“EUWA”); or (ii) a customer within the meaning of 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 a professional client, as defined in point (8) of Article 2(1) ofRegulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) nota qualified investor as defined in Article 2 of Regulation (EU) 2017/1129, as it forms part ofdomestic law by virtue of the EUWA; and the expression “offer” includes the communication in
any form and by any means of sufficient information on the terms of the offer and theinternational units to be offered so as to enable an investor to decide to purchase or subscribe
the international units.
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”), for offering or
selling the international units or otherwise making them available to retail investors in the
United Kingdom has been prepared and therefore offering or selling the international units orotherwise making them available to any retail investor in the United Kingdom may be unlawful
under the UK PRIIPs Regulation.
European Economic Area Investors
The Directive 2011/61/EU (the “Alternative Investment Fund Managers Directive”, or 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 MFLP may not bemarketed (within the meaning given to the term “marketing” under the AIFMD), and theCommunication may not be conducted, to prospective investors domiciled or with a registeredoffice in any Member State of the EEA unless: (i) the units of MFLP may be marketed under any
national private placement regime (including under the AIFMD) or other exemption in that
Member State ; or (ii) the units of MFLP can otherwise be lawfully marketed or sold in that
Member State in circumstances in which the AIFMD does not apply, provided that any suchoffer or sale is not made to a retail investor as described above. We have made a notification toeach 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 MFLP in
the Netherlands and the United Kingdom, respectively.
Netherlands
The units of MFLP are being marketed in the Netherlands under Section 1:13b of the Dutch
Financial Supervision Act (Wet op het financieel toezicht, or the “Wft”). In accordance with thisprovision, the AIFM has notified the Dutch Authority for the Financial Markets of its intention tooffer these units in the Netherlands. The units of MFLP will not, directly or indirectly, be2

offered, sold, transferred or delivered in the Netherlands, except to or by individuals or entities
that are qualified investors (gekwalificeerde beleggers) within the meaning of Article 1:1 of theWft, and as a consequence neither the AIFM nor MFLP is subject to the license requirement
pursuant to the Wft. Consequently, neither the AIFM nor MFLP is subject to supervision of the
Dutch Central Bank (De Nederlandsche Bank, “DNB”) or the Netherlands Authority for Financial
Markets (Autoriteit Financiële Markten, the “AFM”) and this Article 23 AIFMD Prospectus is not
subject to approval by the AFM. No approved prospectus is required to be published in the
Netherlands pursuant to Article 3 of the Regulation (EU) 2017/1129 (the “Prospectus
Regulation”) as amended and applicable in the Netherlands.

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

Mitsui Fudosan Logistics Park Inc. (“MFLP” or the “AIF”) is a REIT focusing
primarily on logistics facilities and aims to secure stable earnings over the
medium to long term.

Investment strategy

The investment strategy of MFLP aims to secure stable earnings over the
medium to long term. In order to do this, it makes investments emphasizing (i)locations most suitable for logistics facilities (ii) balance, acquiring a wide
variety of leading-edge logistics facilities operated by its sponsor, Mitsui
Fudosan Co., Ltd. and (iii) quality, focusing on Mitsui Fudosan Logistics Parkbranded leading-edge logistics facilities while (iv) managing its finances stably,and securing stable distribution levels and efficient cash management for
distributions through continuous distributions in excess of earnings based on
cash flow.

Types of assets the
AIF may invest in

Real estate, trust beneficiary interests in real estate, real estate securities,
specified assets and other assets.

Techniques it may
employ and all
associated risks

MFLP invests primarily in logistics facilities with the features mentioned below,
with a particular focus on Mitsui Fudosan Logistics Park-branded facilities(leading-edge logistics facilities with Mitsui Fudosan quality). The bulk of its
properties are leading-edge logistics facilities developed by Mitsui Fudosan.
Additional investments will be made focusing on the following characteristics:(i) location with good access to consumption areas, production bases, andtraffic infrastructure and a ready supply of workers, (ii) building size thatenables concentration and integration of logistics functions, with features thatenable efficient storage and cargo handling procedures, (iii) truck berths,
slopes, rampways and vertical conveyors that offer sufficient conveying
functionality, (iv) considerations for the external environment as well as theinterior environment (e.g., amenities for employees) and (v) structural andfacility safety against natural disasters such as seismic isolation or quakeresistance, as well as business continuity plan features ( e.g., emergency power
generators). In particular, will mainly invest in leading-edge logistics facilities
that largely have a floor area of at least 10,000 m2, column span of at least 10
m and effective ceiling height of at least 5.5m. On an acquisition price basis,
MFLP expects 70% of its portfolio will be located in the Tokyo metropolitan
area or Kansai area; logistics facilities will make up 80% of the portfolio whileother industrial real estate will make up the remainder.
The principal risks with respect to investment in MFLP are as follows:•

any adverse conditions in the Japanese economy could adversely affect
MFLP;

•

MFLP may not be able to acquire properties to execute the growth andinvestment strategy in a manner that is accretive to earnings;•

illiquidity in the real estate market may limit the ability to grow or adjust
the portfolio;•

the past experience of MFLP’s sponsor, Mitsui Fudosan, or the AIFM in theJapanese real estate market is not an indicator or guarantee of future4

results;•

MFLP’s reliance on Mitsui Fudosan Group, Mitsui Fudosan Logistics REITManagement Co., Ltd. and other third service providers could have amaterial adverse effect on business;•there are potential conflicts of interest between MFLP and Mitsui FudosanGroup as well as the AIFM;•

MFLP’s revenues largely comprise leasing revenues from the portfolio
properties, which may be negatively affected by vacancies, decreases inrent, and late or missed payments by tenants;•

some of MFLP’s logistics facilities are generally expected to cater to asingle tenant or a small number of tenants and are typically designed for a
specific use, which may make it difficult to find substitute tenants;•

MFLP faces significant competition in seeking tenants and it may bedifficult to find replacement tenants;•

increases in prevailing market interest rates may increase interest expenseand may result in a decline in the market price of MFLP’s units;•

MFLP may suffer large losses if any of the properties incurs damage from anatural or man-made disaster;•

most of the properties in the portfolio are concentrated in the Tokyo
metropolitan area and are logistics facilities;•

the COVID-19 pandemic that has resulted in, or is expected to result in, a
global economic recession could have a material adverse impact on MLFP’sbusiness;•any inability to obtain financing for future acquisitions could adversely
affect the growth of the portfolio;•

MFLP’s failure to satisfy a complex series of requirements pursuant toJapanese tax regulations would disqualify MFLP from certain taxation
benefits and significantly reduce the cash distributions to the unitholders;and•ownership rights in some of MFLP’s properties may be declared invalid orlimited.
In addition, MFLP is subject to the following risks:•

risks related to increasing operating costs;•

risks related to MFLP’s dependence on the efforts of the AIFM’s key
personnel;•risks related to the restrictive covenants under debt financing
arrangement;•risks related to a high LTV ratio;•risks related to a downgrading of MFLP’s credit rating;•risks related to any anticipated acquisition under negotiation with MFLP’s
sponsor for which no definitive agreement and entering into forward5

commitment contracts;•

risks related to third party leasehold interests in the land underlying MFLP
properties;•risks related to holding the property in the form of co-ownership interests(kyōyū- mochibun);•risks related to holding the property through trust beneficiary interests;•

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 impairment losses relating to the properties;•risks related to tenant leasehold deposits and/or security deposits;•risks related to tenant’s default as a result of financial difficulty or
insolvency;•

risks related to the insolvency of master lessors;•

risks related to the insolvency of a property seller following MFLP’spurchase of a property;•risks related to relying on expert appraisals and engineering,
environmental and seismic reports as well as industry and market data;•risks related to the presence of hazardous or toxic substances in theproperties, or the failure to properly remediate such substances;•risks related to strict environmental liabilities for the properties;•risks related to the amendment of applicable administrative laws and local
ordinances;•risks related to holding Japanese anonymous association (tokumei kumiai)interests;•

risks related to investments in trust beneficiary interests;•

risks related to holding preferred shares of TMKs (tokutei mokuteki
kaisha), a Japanese special purpose company;•risks related to investments in properties with rooftop solar panels;•risks related to the tight supervision by regulatory authorities andcompliance with applicable rules and regulations;•risks related to tax authority disagreement with the AIFM’s interpretationsof the Japanese tax laws and regulations;•risks related to being unable to benefit from reductions in certain realestate taxes enjoyed by qualified J-REITs;•

risks related to changes in Japanese tax laws; and•risks related to investment in real estate outside Japan.

6Any applicable
investment
restrictions

MFLP is subject to investment restrictions under Japanese laws and regulations(e.g., the Act on Investment Trusts and Investment Corporations (the “ITA”),
the Financial Instruments and Exchange Act (the “FIEA”)) as well as its articles
of incorporation.
MFLP must invest primarily in specified assets as defined in the ITA. Specified
assets include, but are not limited to, securities, real estate, leaseholds of realestate, 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 realestate, leaseholds of real estate or surface rights. A listed J-REIT must invest
substantially all of its assets in real estate, real estate-related assets and liquid
assets as provided by the listing requirements. Real estate in this context
includes, but is not limited to, real estate, leaseholds of real estate, surface
rights, and trust beneficiary interests for these assets, and real estate-related
assets in this context 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 inwhich the AIF may
use leverage

MFLP may take out loans or issue long- or short-term corporate bonds for the
purpose of investing in properties, conducting repairs and paying distributions,as well as for operating capital and repaying debt (including security deposits,
other debt and bonds).

The types andsources of leverage
permitted andassociated risks

Loans or investment corporation bonds.
Currently, all of MFLP’s outstanding long- and short-term loans are unsecured
and unguaranteed.
Loans or investment corporation bonds in which MFLP enters or MFLP issues
may be subject to restrictive covenants in connection with any futureindebtedness that may restrict operations and limit its ability to make cash
distributions to unitholders, to dispose of properties or to acquire additional
properties. Furthermore, if MFLP were to violate such restrictive covenants,
such as with regard to loan-to-value ratios, lenders may be entitled to require
MFLP to collateralize portfolio properties or demand that the entire
outstanding balance be paid.
In the event of an increase in interest rates, to the extent that MFLP has any
debt with unhedged floating rates of interest or MFLP incurs new debt,
interest payments may increase, which in turn could reduce the amount ofcash available for distributions to unitholders.
Higher interest rates may also limit the capacity for short- and long-termborrowings, which would in turn limit MFLP’s ability to acquire properties, andcould cause the market price of the units to decline.

Any restrictions onleverage

The maximum amount of each loan and corporate bond issuance will be 1
trillion yen, and the aggregate amount of all such debt will not exceed 1 trillion
yen.

Any restrictions on
collateral and asset

No applicable arrangements.

7

reuse arrangements
Maximum level ofleverage which the
AIFM is entitled to
employ on behalf of
the AIFAs a general rule, MFLP will maintain a conservative loan-to-value, or LTV,
ratio, which is the ratio of (x) the aggregate principal amount of borrowings
and investment corporation bonds to (y) the total assets of MFLP’s portfolio.
MFLP has set 60% as its maximum LTV ratio; however, MFLP’s LTV ratio may
fluctuate as a result of property acquisitions or other events.

Article 23(1) (b)Procedure by which
the AIF may change
its investment
strategy /investment policy

Amendment of the articles of incorporation. Amendment requires a quorum ofa majority of the total issued units and at least a two-thirds vote of the voting
rights represented at the meeting. Unitholders should note, however that
under the ITA and MFLP’s articles of incorporation, unitholders who do notattend 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 MFLP’s overall investment strategy and policy, can be modified without
such formal amendment of the articles of incorporation.

Article 23(1) (c)Description of themain legal
implications of thecontractual
relationshipentered into for the
purpose ofinvestment,
includingjurisdiction,
applicable law, andthe existence or notof any legal
instruments
providing for therecognition andenforcement of
judgments in the
territory where the
AIF is established

MFLP has entered into the following agreements with its sponsor, Mitsui
Fudosan Co., Ltd.:•

Trademark Licensing Agreement;•

Logistics Management Agreement;•

Agreements for Entrustment of Control and Coordination Services;•

Property Management Agreement;•

Purchase and sale agreements regarding certain MFLP assets
originally held by the sponsor, and other contracts with regard tosuch assets.

All of the above agreements are governed by Japanese law.
MFLP is not involved in or threatened by any legal arbitration, administrativeor other proceedings, the results of which might, individually or in theaggregate, be material.
MFLP is a corporate-type investment trust in the form of investment
corporation (toshi hojin) provided for under the ITA. Therefore, therelationship between MFLP and its unitholders is governed by MFLP’s articles
of incorporation (as opposed to individual agreements), which can beamended from time to time upon resolution of a general unitholders’ meeting.
MFLP’s articles of incorporation stipulate rules relating to general unitholders
meetings, including the convocation, setting of record date, exercise of voting
rights, resolutions and election of MFLP’s directors. The relationship between
MFLP and its unitholders is also governed by, and is subject to the provisionsof, Japanese law, including the ITA.
The courts in Japan would recognize as a valid and final judgment any final and8conclusive civil judgment for monetary claims (which, for this purpose, arelimited to those of a purely civil nature and do not include monetary claims ofthe nature of criminal or administrative sanction, such as punitive damages,
even though they take the form of civil claims) against MFLP obtained in aforeign court provided that (i) the jurisdiction of such foreign court is admitted
under the laws of Japan, (ii) MFLP has received service of process for thecommencement of the relevant proceedings, otherwise than by a public noticeor 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, and (iv) there
exists reciprocity as to the recognition by such foreign court of a final
judgment obtained in a Japanese court and (v) there is no conflicting
judgement on the subject matter by any Japanese court.
Article 23(1) (d)The identity of the
AIFM, AIF's
depositary, auditor
and any otherservice providers
and a description of
their duties and theinvestors' rights
thereto•

AIFM (Asset Manager): Mitsui Fudosan Logistics REIT Management
Co., Ltd.

•

Auditor: KPMG AZSA LLC•

Institutional administrator agent and Custodian: Sumitomo Mitsui
Trust Bank, Limited•

Accounting administrator agent: Reiwa Accounting Holdings Co., Ltd•

Transfer Agent: Sumitomo Mitsui Trust Bank, Limited•

General administrator (Tax Affairs): Reiwakaikeisha Tax Corporation•

General administrator (Investment Corporation Bonds): Sumitomo
Mitsui Banking Corporation

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 an asset manager owes a J- REIT a fiduciary duty and must
conduct its activities as the asset manager in good faith. The FIEA also
prohibits an asset manager from engaging in certain specified conduct,
including entering into transactions outside the ordinary course of business orwith related parties of the asset manager that are contrary to or violate the JREIT’s interests. Pursuant to the ITA, the unitholders have the right to approvethe execution or termination of the asset management agreement at a general
meeting of unitholders.
Article 23(1) (e)Description of how
the AIFM complies
with therequirements tocover professional
liability risks (ownfunds / professional
indemnity
insurance)

Not applicable.

9Article 23(1) (f)Description of any
delegatedmanagement
function such as
portfolio
management or risk
management and of
any safekeeping
function delegatedby the depositary,
the identification of
the delegate andany conflicts ofinterest that may
arise from suchdelegations

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.

Article 23(1) (g)Description of the
AIF’s valuation
procedure andpricing
methodology,
including themethods used in
valuing hard-tovalue assets

MFLP shall evaluate assets in accordance with its Article of Incorporation. The
methods and standards that MFLP uses for the evaluation of assets shall bebased on the Regulations Concerning the Calculations of Investment
Corporations, as well as the Regulations Concerning Real Estate Investment
Trusts and Real Estate Investment Corporations and other regulations
stipulated by ITA, in addition to Japanese GAAP. J-REITs may only use thevaluation 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 liquidity risk
management,
includingredemption rights
in normal andexceptional
circumstances andexisting redemption
arrangements withinvestors

MFLP seeks to manage the capital resources and liquidity sources to provide
adequate funds for current and future financial obligations and other cashneeds and acquisitions. MFLP manages liquidity risk by implementing astrategic cash management plan, varying repayment terms of its loans anddiversifying lenders and financing methods. As MFLP is a closed-end
investment corporation, unitholders are not entitled to request theredemption of their investment.

Article 23(1) (i)Description of allfees, charges andexpenses and amaximum amount•Compensation:

The articles of incorporation provide that the AIF may pay its executive
director and each of its supervisory directors up to 700,000 yen per month.

10

which is directly /indirectly borne by
the investors

The board of directors is responsible for determining a reasonable
compensation amount for the executive director and each of the supervisory
directors.
•

Asset Management Fee:

The AIF will pay the AIFM an asset management fee as follows:
Management Fee 1 – The amount equivalent to up to 0.1% per annum
multiplied by total assets will be payable.
Management Fee 2 – The amount equivalent to up to 5.5% of operating
income prior to deduction of Management Fees 1, 2 and 3, consumption andother tax not subject to deduction and depreciation, as calculated on eachclosing date will be payable.
Management Fee 3 – The amount equivalent to up to 0.001% of (x) the squareof income before income taxes (provided, however, that if there is a carryforward loss, the amount after compensating for such amount) prior todeduction of Management Fees 1, 2 and 3, consumption and other tax not
subject to deduction and depreciation, as calculated on each closing date will
be payable, divided by (y) the number of units issued and outstanding during
the relevant period.
Acquisition/Disposition management Fee – In the event that Real Estate is
newly acquired/disposed of, compensation equivalent to up to the total
amount of the acquisition/disposition price of said Real Estate multiplied by
0.5% will, in principle, be payable, provided, however, that the applicable rate
in a transaction with a related party will be 0.25%.
•

Custodian Fee:

A monthly fee calculated as follows:
The amount of total assets as indicated at the end of the previous period x
0.03% ÷ 12, except that during our first fiscal period, this will be calculated
based on total assets as of the end of the relevant month•

Investor Registry Administrator Fee (Standard Fee):

Standard fees are for services such as the preparation, maintenance andstorage of MFLP’s unitholder register; and preparation of materials concerning
end-of-period unitholder statistical data (number of unitholders, total units
held, distribution per geographic area). Monthly standard fees are determinedby calculating one sixth of the total number of unitholders falling under eachsection as shown below. There is a minimum monthly fee of ¥210,000.
Up to

86 yen5,001 to73 yen10,001 to63 yen30,001 to

54 yen11

50,001 to

47 yen100,001 or

40 yenThe rate for removal of a unitholder from the registry is 50 yen per person.
MFLP also pays certain other fees in addition to the standard fee in connection
with the administration and handling of distributions (minimum of 350,000
yen per distribution) and other shareholder related functions.
•Auditor Fee:

MFLP may pay the accounting auditor up to 20 million yen per fiscal period.
The board of directors is responsible for determining the compensation
amount for the accounting auditor.
•

Accounting Service Fee:

A monthly fee calculated as follows:(a) Regular fee: The sum of one twelfth of a yearly flat fee of up to 20 million
yen and an amount equal to a variable amount of up to 100,000 yen
multiplied by the number of properties at the end of the month.
(b) Fee for a month when services are provided with respect to preparing a
Depreciable Assets Tax Notification: The sum of one twelfth of a yearlyflat fee of up to 20 million yen, an amount equal to a variable amount of
up to 100,000 yen, and an amount equal to a variable amount of up to
50,000 yen multiplied by the number of properties at the end of
December.
•Institutional Administrator Agent Fee:

A flat fee of up to 500,000 yen per month, and a fee of up to 2 million yen forservices related to each meeting of unitholders.
•

Miscellaneous

MFLP also pays fees to certain service providers in connection with, among
other matters:○

Administration of special accounts;○

REIT office management;○

Property control;○

Property transfer;○

Referral of tenants;○

Property maintenance, improvement and other related services;○

Tax administration; and○Administration for corporate bonds governance.

12Article 23(1) (j)Description of the
AIFM's procedure
to ensure fairtreatment ofinvestors anddetails of any
preferential
treatment received
by investors,
including detailingthe type ofinvestors and theirlegal or economic
links with the AIF or
AIFM

Under Article 77 paragraph 4 of the ITA, which applies the requirements ofArticle 109 paragraph 1 of the Companies Act to investment corporations,investment corporations are required to treat unitholders equally dependingon the number and content of units held. In addition, upon liquidation, theallotment of residual assets to unitholders is required to be made equallydepending on the number units held under Article 77 paragraph 2 item 2 andArticle 158 of the ITA.

Article 23(1) (k)The latest annual
report referred to in
Article 22(1)Additional information may be found in our most recent semi- annual report
prepared in accordance with Article 22 of the AIFMD, and which is available atthe AIFM ’s office located at 8-7, Ginza 6-chome, Chuo-ku, Tokyo 104-0061.

Article 23(1) (l)The procedure andconditions for theissue and sale of theunits

MFLP is authorized under its articles of incorporation to issue up to 8 million
units. Its units have been listed on the Tokyo Stock Exchange since August
2016. Secondary market sales and transfers of units will be conducted inaccordance with the rules of the Tokyo Stock Exchange. Unit prices on theTokyo Stock Exchange are determined 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 price or special
quote.

Article 23(1) (m)Latest net asset
value of the AIF or
latest market priceof the unit or shareof the AIF

MFLP’s unit’s latest market price is publicly available at the Tokyo Stock
Exchange or from financial information vendors at
https://www.reuters.com/finance/stocks/overview/3471.T

Article 23(1) (n)Details of thehistoricalperformance of theAIF, where available

The units of MFLP were listed on the Tokyo Stock Exchange in August 2016.
The most recent five fiscal period performance of the units is as follows.
Fiscal period (sixmonths ended)

Total Assets(JPY millions)13

Total Net Assets(JPY millions)

Net Assets perunit (JPY)July 31, 2021
January 31, 2021
July 31, 2020
January 31, 2020
July 31, 2019

296,103285,205
208,243
157,023
160,681

187,508
187,747
139,026
109,060
109,284

345,956
346,398
315,253
287,758
288,349

Article 23(1) (o)Identity of theprime broker, anymaterial
arrangements of
the AIF with its
prime brokers, howconflicts of interest
are managed withthe prime broker
and the provision in
the contract withthe depositary on
the possibility oftransfer and reuseof AIF assets, andinformation about
any transfer of
liability to the prime
broker that may
exist

Not applicable.

Article 23(1) (p)Description of how
and when periodic
disclosures will bemade in relation toleverage, liquidity
and risk profile of
the assets, pursuant
to Articles 23(4) and23(5)The AIFM will disclose the matters described in Articles 23(4) and 23(5)periodically through the AIF Internet website and semi-annual report.

Article 23(2)The AIFM shallinform the investors
before they invest
in the AIF of any
arrangement madeby the depositary tocontractuallydischarge itself of

Not applicable.

14liability inaccordance with
Article 21(13)The AIFM shall also
inform investors of
any changes withrespect todepositary liability
without delay

Not applicable.

Article 23(4)(a)Percentage of the
AIF's assets which
are subject tospecialarrangements
arising from their
illiquid nature. The
percentage shall becalculated as the
net value of thoseassets subject tospecialarrangements
divided by the net
asset value of the
AIF concerned

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

Overview of any
specialarrangements,
including whether
they relate to side
pockets, gates orother arrangements

There are no such special arrangements.

Valuation
methodology
applied to assets
which are subject tosuch arrangements

There are no such special arrangements.

How management
and performancefees apply to such
assetsThere are no such special arrangements.

15

Article 23(4)(b)Any newarrangements for
managing theliquidity of the AIF

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

For each AIF that
the AIFM manages
that is not an
unleveraged closedend AIF, notify toinvestors wheneverthey make changes
to its liquidity
management
systems (whichenable an AIFM tomonitor theliquidity risk of the
AIF and to ensure
the liquidity profileof the investmentsof the AIF complies
with its underlying
obligations) that arematerial inaccordance with
Article 106(1) ofRegulation (EU) No
231/2013 (ie. there
is a substantial
likelihood that areasonable investor,
becoming aware ofsuch information,
would reconsider its
investment in theAIF, including
because suchinformation could
impact an investor’sability to exercise
its rights in relation
to its investment, orotherwise prejudice
the interests of one
or more investors in
the AIF).

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

Immediately notify

Any new arrangements or change in applicable arrangements will be disclosed

16

investors where
they activate gates,side pockets orsimilar special
arrangements or
where they decideto suspend
redemptionsat an appropriate time.

Overview ofchanges to liquidity
arrangements, even
if not special
arrangements

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

Terms ofredemption andcircumstanceswhere management
discretion applies,
where relevant

MFLP is a closed-end investment corporation, and unitholders are not entitled
to request the redemption of their investment.

Also any voting orother restrictions
exercisable, thelength of any lockup or any provision
concerning ‘first inline’ or ‘pro-rating’on gates andsuspensions shall be
included

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

Article 23(4)(c)
The current risk
profile of the AIF
and the risk
management
systems employedby the AIFM to
manage those risks

Deposits are exposed to risks of failure of the financial institution holding thedeposit and other credit risks, but such risks are controlled throughdiversification of financial institutions holding the deposits.
The fund proceeds from borrowings and issuance of investment corporation
bonds are used for the purpose of investing in properties, conducting repairs,
paying cash distributions, operating the AIF, repaying obligations and otheractivities. These borrowings and investment corporation bonds are exposed toliquidity risks. MFLP strives to reduce the liquidity risks and a risk of risinginterest rates by diversifying repayment dates, fee, and so forth.
Derivative transactions are also utilized to hedge the interest rate risks arisingfrom any borrowing or other debts.
MFLP retains cash and deposits sufficient to response any potential financeneeds, including funds for acquiring asset, paying cash distributions, and soforth.

17

Measures to assess
the sensitivity of
the AIF’s portfolio
to the most
relevant risks towhich the AIF is or
could be exposed

No such measures have been implemented.

If risk limits set by
the AIFM have beenor are likely to be
exceeded andwhere these risk
limits have been
exceeded a
description of thecircumstances andthe remedial
measures taken

No such situation has occurred.

Article 23(5)(a)Any changes to the
maximum amountof leverage which
the AIFM may
employ on behalf of
the AIF, calculated
in accordance withthe gross andcommitment
methods. This shall
include the originaland revised
maximum level ofleverage calculated
in accordance with
Articles 7 and 8 ofRegulation (EU) No
231/2013, whereby
the level of leverage
shall be calculated
as the relevant
exposure divided by
the net asset valueof the AIF.

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

Any right of thereuse of collateralor any guarantee
granted under the

No such right or guarantee exists.

18

leveraging
agreement,
including the natureof the rights
granted for thereuse of collateraland the nature of
the guarantees
granted
Details of any
change in service
providers relating to
the above.

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

Article 23(5)(b)Information on the
total amount ofleverage employedby the AIF
calculated inaccordance with thegross andcommitment
methods

The aggregate amount of debt with interest is JPY 99,400 million as of July 31,
2021.

19