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 Fund Managers Directive (European Directive 2011/61/EU) as implemented in their respective jurisdictions. Accordingly, you should not use this document for any other purpose.
Netherlands
The units of Nippon Accommodations Fund Inc. (“NAF” or the “AIF”) 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 this provision, Mitsui Fudosan Accommodations Fund Management Co., Ltd. (the “AIFM”) has notified the Dutch Authority for the Financial Markets of its intention to offer these units in the Netherlands. The units of NAF will not, directly or indirectly, be 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 the Wft, and as a consequence neither the AIFM nor NAF is s subject to the license requirement pursuant to the Wft. Consequently, neither the AIFM nor NAF is s 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 European Directive 2003/71/EC (the EU Prospectus Directive) as amended and implemented in Netherlands law. The AIFM is solely subject to limited ongoing regulatory requirements as referred to in Article 42 of the AIFMD.
United Kingdom
Units of NAF are being marketed in the United Kingdom pursuant to Article 59 of the United Kingdom Alternative Investment Fund Managers Regulations 2013. In accordance with this provision, 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”) NAF is an unregulated collective investment scheme which has not been authorized by the FCA. Accordingly, any communication of an invitation or inducement to invest in NAF may be made to persons in the United Kingdom only if the communication falls within one or more of the categories of exempt financial promotions under the Financial Services and Markets Act (Financial Promotion) Order 2005 (the “Order”), such as financial promotions communicated to: (1) persons who are investment professionals, as defined in article 19 of the Order; (2)  persons who are certified high net worth individuals, as defined in article 48 of the Order; (3) persons who are high net worth companies, unincorporated associations, or other entities listed in article 49 of the Order; or (4) persons who are certified sophisticated investors, as defined in article 50 of the Order, or if the communication is made to persons to whom such an invitation or inducement may otherwise lawfully be communicated. The distribution of this document to any person in the United Kingdom in circumstances not falling within one of the above categories is not permitted and may contravene FSMA. No person falling outside those categories should treat this document as constituting a promotion to him, or act on it for any purposes whatever. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) no offer of units of NAF may be made to the public in that Relevant Member State except in circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of units shall require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive, or a supplement to a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression “an offer of units to the public” in relation to any units in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the units to be offered so as to enable an investor to decide to purchase or subscribe the units, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
Management Fees 4 – In the event that Real Estate is sold, compensation equivalent to 1 percent (0.5 percent if it is sold to Related Parties) of the total amount of the sales price of said Real Estate (excluding consumption tax, local consumption tax) will be payable. • General Administrators Fee: The AIF will pay the General Administrators as follows: 250,000 yen per meeting for services related to the meetings of the board of officers and 5,000,000 yen per meeting for services related to the meeting of unitholders. Tax Services Fee: A fixed amount of 1,500,000 yen per fiscal period. . ●     Accounting Fee: One-twelfth of the following in either (1) or (2) below each month: (1)  A fixed amount of 11,000,000 yen plus 500,000 yen multiplied by the number of properties in NAF's portfolio as of June 1 and December 1 of each year. (2)  A variable amount calculated at June 1 and December 1 of each year in accordance with the following, based on the total value of our assets: 150 billion or less .................................................  27 million yen More than 150 and 250 or less.....................   27 million yen + (Total asset value – 150 billion yen) x 0.012% More than 250 billion … billion yen) x 0.008% Transfer Agent Fee (Standard Fee): . Standard transfer agent fees are for services such as the preparation, maintenance and storage of NAF’s unitholder register; and preparation of materials concerning end-of-period unitholder statistical data (number of unitholders, total units held, and distribution per geographic area). Monthly standard fees are determined by calculating one sixth of the total number of unitholders falling under each section as shown below. There is a minimum monthly fee of ¥200,000.