NIPPON REIT Investment Corporation

Securities code:3296

JAPANESE

Structure of NIPPON REIT

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Structure Diagram

Structure Diagram

Operational role Name Description of operations
Investment
Corporation
NIPPON REIT Investment
Corporation
(“NIPPON REIT”)
Based on its Articles of Incorporation, NIPPON REIT manages assets by investing the funds, etc. paid in by the unitholders primarily in real estate-related assets.
Asset Management
Company
Sojitz REIT
Advisors K.K.
(the “Asset Management
Company”)
Sojitz REIT Advisors executed the asset management agreement dated September 8, 2010 (as amended) with NIPPON REIT.
As an asset management company under the Investment Trusts Act, it provides services related to management of assets based on the agreement and in accordance with the asset management targets and policies designated in the Articles of Incorporation of NIPPON REIT (Article 198-1 of the Investment Trusts Act).
The services entrusted to the Asset Management Company are operations related to (1) management of assets of NIPPON REIT, (2) procurement of funds by NIPPON REIT, (3) submission of reports to NIPPON REIT, and (4) matters relating or incidental to above items (1) through (3) that are entrusted by NIPPON REIT from time to time (including attendance at the Board of Directors meetings of NIPPON REIT for the purpose of presenting reports).
General Administrative
Agent /
Asset Custodian /
Transfer Agent
Mitsubishi UFJ Trust
and Banking Corporation
Mitsubishi UFJ Trust and Banking Corporation (MUTB) executed the general administrative agreement, asset custodian agreement and transfer agent agreement with NIPPON REIT as of September 8, 2010, respectively.

As a general administrative agent under the Investment Trusts Act (Articles 117-4 through 117-6), MUTB provides services related to (1) operations of the administrative instruments, (2) accounts, (3) preparation of accounting books and (4) tax payments, based on the general administrative agreement.

In addition, as a general administrative agent under the Investment Trusts Act (Articles 117-2, 3 and 6), it provides services related to (1) preparation and keeping of the unitholders registry and other affairs related to the registry, (2) issuance of investment securities, (3) payment of cash distributions to unitholders, (4) responding to requests from unitholders on exercising their rights against NIPPON REIT and other requests from them and (5) tax payments, among other operations, based on the transfer agent agreement.

Moreover, as an asset custodian under the Investment Trusts Act (Article 208-1), it provides services related to custody of assets of NIPPON REIT, etc., based on the asset custodian agreement.
Sponsors Sojitz Corporation Sojitz Corporation executed a sponsor support agreement (the “Sponsor Agreement (Sojitz)”) with NIPPON REIT and the Asset Management Company as of March 3, 2014. Based on the Sponsor Support Agreement (Sojitz), it provides the following services as sponsor:
Preferential provision of property information and grant of preferential negotiation right to purchase properties
Provision of information on sales of properties owned by business partners
Provision of operations to support property acquisition activities, etc.
Provision of opportunities for property acquisitions through formation of bridge funds
Provision of property management services, etc.
Licensing of trademarks
Other supports including (i) advisory and assistance regarding acquisitions, management, renovation or redevelopment of qualified real estate, (ii) cooperation in securing human resources and (iii) provision of training to the officers and
employees of the Asset Management Company, among other necessary assistances
Cushman & Wakefield
Asset Management K.K.
Cushman & Wakefield Asset Management K.K. executed a sponsor support agreement (the “Sponsor Agreement (Cushman)”) with NIPPON REIT and the Asset Management Company as of February 28, 2014. Based on the Sponsor Support Agreement (Cushman), it provides the following services as sponsor:
Preferential provision of property information and grant of preferential negotiation right to purchase properties
Provision of operations to support property acquisition activities, etc.
Other supports including (i) provision of intermediary services for acquisition or sale of real estate by NIPPON REIT, (ii) provision of project management services, (iii) cooperation in securing human resources, (iv) survey and provision of information regarding qualified real estate and trends in the real estate transaction or rental market, etc., among other necessary assistances
Agility Asset
Advisers Inc.
Agility Asset Advisers Inc. executed a sponsor support agreement (the “Sponsor Agreement (Agility)”) with NIPPON REIT and the Asset Management Company as of February 28, 2014. Based on the Sponsor Support Agreement (Agility), it provides the following services as sponsor:
Preferential provision of property information and grant of preferential negotiation right to purchase properties
Provision of operations to support property acquisition activities, etc.
Provision of opportunities for property acquisitions by forming bridge funds
Provision of property management and other services
Other supports including (i) advisory and assistance regarding acquisitions, management, renovation or redevelopment of qualified real estate, (ii) cooperation in securing human resources and (iii) provision of training to the officers and employees of the Asset Management Company, among other necessary assistances

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