Japan Metropolitan Fund Investment : Notice Concerning Additional Acquisition of assets (investment units of domestic real estate investment corporation)

June 23, 2021

To all concerned parties:

Investment Corporation

Japan Metropolitan Fund Investment Corporation

(Tokyo Stock Exchange Company Code: 8953）

Representative: Shuichi Namba, Executive Director

URL: https://www.jmf-reit.com/english/

Asset Management Company

Mitsubishi Corp.-UBS Realty Inc.

Representative:	Katsuji Okamoto, President & CEO
Inquiries:	Keita Araki, Executive Director &
	Head of Metropolitan Business Division
	TEL: [phone]

Notice Concerning Additional Acquisition of assets

(investment units of domestic real estate investment corporation)

Japan Metropolitan Fund Investment Corporation ("JMF") announced today that Mitsubishi Corp. - UBS Realty Inc., JMF's asset manager (the "Asset Manager"), determined additional acquisition with respect to acquisition of investment units of Nisshin Private Residential Reit, Inc. announced in the release titled "Notice Concerning Acquisition of assets (investment units of domestic real estate investment corporation)" dated April 28, 2021, as outlined below.

1. Overview of acquired assets
（1）	Acquired assets	Investment units (the "Investment Units") of
（2）		Nisshin Private Residential Reit, Inc. ("NSPR")
Underlying	26 properties including Kawasaki		(note 1)
				Sakuramoto WEST, and
	properties of the	N-stageMatsudo (the "Properties")
（3）	acquired assets
Number of	1,380 units
	investment units to be	(			)
（4）	acquired(note 2)	8.4％ of NSPR's total issued Investment Units
Acquisition price	1,551 million yen	(note 3)	as of December 31, 2020）
（5）	(Scheduled)	(based on the net asset value
Scheduled Investment	June 28, 2021
（6）	Units contract date
Scheduled Investment	July 1, 2021
（7）	Units acquisition date
Seller	Mizuho Securities Co., Ltd.
（8）	Source of funds for	Cash on hand
	acquisition of
	Investment Units

(Note 1) NSPR plans to acquire two additional properties, including N-Stage Yamato II, (total acquisition price (scheduled) of 1,693 million yen) (referred to below as the "NSPR assets scheduled to be acquired") with the net proceeds relating to the Investment Units.

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(Note 2) JMF has pledged to NISSHIN GROUP HOLDINGS Company, Limited, which is the main sponsor of NSPR, that it will comply with the Unitholders Agreement (the "Agreement"), which provides that the Investment Units shall not be assigned unless certain conditions are satisfied including that the assignee is a qualified institutional investor and that NSPR will not be in breach of conduit requirements as a result of assignment. The Agreement provides that in the case where JMF seeks to assign the Investment Units, JMF must provide notification of the assignment of Investment Units at least 15 days prior to the desired assignment date.

(Note 3) The net asset value is the price per investment unit calculated on the basis of the appraised value.

2. Reason for Acquisition

As announced in "2. Reason for Acquisition" in the release titled "Notice Concerning Acquisition of assets (investment units of domestic real estate investment corporation)" dated April 28, 2021, JMF reached agreement on good-faith discussion for the ongoing acquisition of investment units of a private residential REIT, NSPR. In addition, JMF plans to support NSPR's growth and expand and enhance the high-quality,high-profitability residential portion of its portfolio through the acquisition of the investment units.

NSPR decided to issue 1,380 new investment units (the "Capital Increase") for the acquisition of two new properties (total acquisition price 1,693 million yen) on June 18, 2021, and it is planned that JMF will acquire the new investment units.

After the acquisition has been carried out, the proportion of NSPR investment units scheduled to be held by JMF is 10.3%.

3.	Overview of NSPR
①	Overview
	（1）		Investment Corporation name		Nisshin Private Residential Reit, Inc.
	（2）		Location		8-1, Shinjuku 5-chome,Shinjuku-ku, Tokyo
	（3）		Name and job title of		Shigeaki Shigemasa, Executive Officer
		the representative
	（4）		Investment corporation		Unlisted open-ended investment corporation
		format
	（5）		Total capital		13,831 million yen (as of December 31, 2020)
	（6）		Date established		December 22, 2017
	（7）		Net assets		14,155 million yen (as of December 31, 2020)
	（8）		Total assets		27,147 million yen (as of December 31, 2020)
	（9）		Major shareholder		Not disclosed as the Investment Corporation has not agreed to
		(shareholding ratio)		the disclosure. (Note)
	（10）	Relationship with JMF / the Asset Manager
			Capital relationship		JMF holds 2.0% of the Investment Units issued by NSPR.
			Personal relationship
				Other than the above, there are no capital, personal or business
			Trade relationship		relationships to note between JMF/the Asset Manager and NSPR.
			Related parties		NSPR is not a related party of JMF or the Asset Manager.

(Note) However, according to NSPR, NSPR is not a family-owned company of which more than 50% of the total number of issued investment units or voting rights are held by a single unitholder and its special related parties (as defined in Article 4 of the Order for Enforcement of the Corporation Tax Act).

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• Overview of NSPR's Investment Policy, Financial Data, Etc.

	Investment policy		NSPR seeks to maximize unitholder value by achieving steady
			growth of assets under management and stable income over the
			medium to long term.
	Investment targets		Rental housing (including company housing and student dorms)
			(investment ratio: 100%)
	Portfolio development policy		■ Investment target regions
			- Tokyo metropolitan region
			(Tokyo, Kanagawa, Saitama, and Chiba): At least 80%
			- Regional cities (cities outside the Tokyo metropolitan region
			with populations of at least 300,000 or within commuting
			range (within a radius of about 20 km)): No more than 20%
			■ Sponsor-developed new properties (properties that are no
			more than three years old at the time of acquisition by NSPR):
			At least 50%
	LTV (as of December 31, 2020)	46.3%
	Distributions		23,436 yen (per unit)
	(December 2020 fiscal period）
	Fiscal period	The end of June and December
	The Date to start operating	March 23, 2018

• Overview of NSPR's Portfolio（As of February 1, 2021）

The number of properties	26 properties
The amount of Acquisition price	28,845 million yen
The amount of appraisal value (Note1)	30,924 million yen
Appraisal NOI yield (Note2)	5.2％
Ratio in Tokyo metropolitan region	100%
Total leasable area	49,921.28 ㎡
Average occupancy rate(note 3)	97.2％
Average age(note 4) (Based on acquisition price)	7.0 years
Total number of leasable units	1,954 units

(Note 1) The total appraisal value as of December 31, 2020 with respect to properties owned as of December 31, 2020 and as of October 31, 2020 with respect to properties acquired in or after January 2021.

(Note 2) The value equal to the total amount of NOI based on the direct capitalization method in appraisal reports divided by the total acquisition price.

(Note 3) The value equal to the area actually leased of all properties divided by the leasable area of all properties.

(Note 4) The value based on the completion date recorded in the registry books of main properties.

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Investment Area Composition (Based on acquisition price)

	Tokyo		Other Tokyo	Kanagawa	Chiba	Saitama
	(23 wards)
		22.4%	19.6%	22.8%		17.8%
	17.4%
Age Composition (Based on acquisition price)
	～	3 years		3 years	～	10 years	10 years～ 20 years	～
							20 years	8.8％
22.7%			54.1%		14.4%
	Tenant Composition (Based on leased space)
	Residence(Individual)				Residence(Corporate)	Stores
		38.3%					59.6%		2.1%

• Details of NSPR's Main Asset Portfolio（As of February 1, 2021）

	Property name			Location			Total leasable
					area (Note)
	N-stage Tamagakuseikaikan		4-216-4,Aza-Higashinakano,Hachioji-shi, Tokyo		1,965.13 ㎡
	N-stage Nishikawaguchi		3-29-15, Namiki, Kawaguchi-shi, Saitama		2,946.40 ㎡
	N-stage Akihabara		3-34-3,Kanda-Sakumacho,Chiyoda-ku, Tokyo		1,477.06 ㎡
	N-stage NishifunabashiⅡ		2-417, Katsusikacho, Funabashi-shi, Chiba		1,986.46 ㎡
	N-stage Kameido		6-27-2, Kameido, Koto-ku, Tokyo		2,006.77 ㎡
	N-stage Dokkyodaigakumae		2-9-25, Sakaecho, Soka-shi, Saitama		3,029.72 ㎡
	N-stage Kumegawa		2-6-6, Sakaecho, Higashimurayama-shi, Tokyo		2,283.84 ㎡
	MIRADA RIDGE		2-7-17, Haramachida, Machida-shi, Tokyo		2,245.44 ㎡
	Kawasaki Sakuramoto WEST		1-2-12, Sakuramoto, Kawasaki-ku,Kawasaki-shi,		3,913.60 ㎡
				Kanagawa
	N-stage Matsudo		914-1, Hinokuchi, Matsudo-shi, Chiba		2,802.78 ㎡

16 other properties (all rental housing)

(Note) "Total leasable area" means the total leasable area of properties that are trust real estate; the leasable area based on the lease agreement or building plans and the like rounded down to the first digit after the decimal is indicated.

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• Overview of NISSHIN FUDOSAN Investment Advisors, Inc.

	（1）		Trade name			NISSHIN FUDOSAN Investment Advisors, Inc.
	（2）		Location			8-1, Shinjuku 5-chome,Shinjuku-ku, Tokyo
	（3）		Date established			October 1, 2013
	（4）		Name and job title of			Shigeaki Shigemasa, Representative Director
		the representative
									NISSHIN GROUP HOLDINGS Company, Limited（73％）
	（	5	）		Major shareholder			Atrium Co., Ltd.（13％）
			(shareholding ratio)			J.S.B.Co., Ltd.（9％）
									AMBITION CORPORATION（5％）
	（6）		Capital			150 million yen
	（7）		Employee			19（As of September 30, 2020）
									Financial instruments business operator registration
										(Kanto Finance Bureau Commissioner (financial instruments) No. 2830)
	（8）		Permits and approvals,				(investment management business, investment advisory and agency business)
				Housing lots and buildings dealer license
		etc.
										(Governor of Tokyo (2) No. 96164)
									Discretionary real estate transaction license
										(Minister of Land, Infrastructure Transport and Tourism License No. 112)
	（9）		Memberships			Japan Investment Advisers Association
				The Investment Trusts Association
4. Overview of Business Partners
	（1）			Name			Mizuho Securities Co., Ltd.
	（2）			Location			5-1, Otemachi 1-chome,Chiyoda-ku, Tokyo
	（3）			Name and job title of			President & CEO Yoshiro Hamamoto
			the representative
	（4）			Business			Financial Instruments Business
	（5）			Capital			125,167 million yen（As of March 31, 2021）
	（6）			Date established			July 16, 1917
	（7）			Net assets			963,058 million yen（As of March 31, 2021）
	（8）			Total assets			12,648,003 million yen（As of March 31, 2021）
	（9）			Major shareholder			Mizuho Financial Group, Inc. (95.80%)
			(shareholding ratio)			The Norinchukin Bank (4.20%)
	（10）			Relationship with JMF / the Asset Manager
						Capital relationship			There are no capital, personal or business relationships to note
						Personal relationship
								between JMF/the Asset Manager and NSPR.
						Trade relationship
						Related parties			This business partner is not a related party of JMF or the Asset
								Manager.

5. Status of Property Acquirer, etc.

The Acquisition is not an acquisition from a special related party of JMF or the Asset Manager.

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