United Urban Investment : Information under AIFMD Article 23 (for UK and Dutch investors)

Disclaimers

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) (the "AIFMD") as implemented in their respective 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 United Urban Investment Corporation ("United Urban" or the "AIF") are not intended to be offered, sold or otherwise made available to and should 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 (or more) of: (i) a retail client as defined in point

1. 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 by Regulation (EU) No 1286/2014, or the PRIIPs Regulation, for offering or selling the units of United Urban or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the units of United Urban, or otherwise making them available, to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Netherlands

The units of United Urban 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, Japan REIT Advisors Co., Ltd. (the "Asset Manager" or the "AIFM") has submitted a notification with the Dutch Authority for the Financial Markets. The units of United Urban 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 United Urban is subject to the license requirement pursuant to the Wft. Consequently, neither the AIFM nor United Urban 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 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

The units of the United Urban 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 submitted a notification with 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") the United Urban 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 the United Urban may only be made 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

1. of the Order; or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as "Relevant Persons"). In the United Kingdom, this document and its contents are directed only at Relevant Persons and must not be acted on or relied 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 United Urban are not intended to be offered, sold or otherwise made available 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

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implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129, as it forms part of domestic 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 the international 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 or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

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Article 23 (1)(a)
Objectives of the AIF	United Urban Investment Corporation ("United Urban") intends to achieve stable earnings
	over the medium to long term, by forming an optimal portfolio that is diversified both in
	terms of the type of use and geographic location in order to address economic and real
	estate market fluctuations.
Investment strategy	United Urban seeks to develop a comprehensive investment portfolio by investing in real
	estate assets of various types and in various locations. United Urban will invest in retail
	properties, office buildings, hotels, residential properties, and other types of property. The
	areas targeted for our investment will be the Tokyo metropolitan area and major Japanese
	cities, including government designated cities, and surrounding areas thereof.
Types of assets the AIF	Real estate as well as leasehold rights and surface rights to real estate, and leasehold
may invest in	rights and surface rights to real estate held in trust as well as other trust beneficial
	interests.
Techniques it may	United Urban aims to maximize unitholders' value by securing a medium to long-term
employ and all	stable income stream though strategic external growth, stable internal growth and
associated risks	conservative financial strategy.

The principal risks with respect to investment in United Urban are as follows:

• Any adverse conditions in the overall Japanese economy or Japanese real estate industry could adversely affect United Urban's properties;
• United Urban may not be able to acquire properties to execute our growth and investment strategy in a manner that is accretive to earnings;
• The high geographic concentration of United Urban's real estate portfolio in the Tokyo metropolitan area could have a material adverse effect on United Urban's business;
• Competition for tenants may adversely affect United Urban's ability to retain United Urban's current tenants and find new tenants, and to achieve favorable rental rates;
• United Urban may suffer large losses if any of its properties incur damage from a natural or man-made disaster or acts of violence;
• United Urban may not be able to promptly sell properties in United Urban's portfolio on acceptable terms in response to changing economic, financial or investment conditions;
• Any inability to obtain financing for future acquisitions, or any restrictions on United Urban's activities under our financing arrangements, could adversely affect United Urban;
• United Urban's success depends on the performances of service providers to which United Urban is required to assign various key functions;
• United Urban's failure to satisfy a complex series of requirements pursuant to Japanese tax regulations would disqualify United Urban from certain taxation benefits and significantly reduce the cash distributions to the unitholders;
• Increases in prevailing market interest rates may increase our interest expense and may result in a decline in the market price of our units;
• A high loan-to-value, or LTV, ratio may increase our exposure to changes in interest rates and have a material adverse effect on our business, financial condition and results of operations;

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• The environmental assessments of our properties made prior to our ownership may not uncover all environmental liabilities, and Japanese laws subject property owners to strict environmental liabilities;
• There are potential conflicts of interest between us and certain Sponsor Group companies, including the Asset Manager; and
• Changes in Japanese tax laws may significantly increase United Urban's tax burden.

In addition, United Urban is subject to the following risks:

• risks related to increasing operating costs;
• risks related to the illiquidity in the real estate market, which may limit the ability to grow or adjust the portfolio;
• risks related to competition with the other J-REITs for which the AIFM serves as the asset manager;
• risks that United Urban may change its detailed investment policy without the resolution of the General Meeting of Shareholders;
• risks related to the restrictive covenants under debt financing arrangement;
• risks related to entering into forward commitment contracts;
• risks related to third party leasehold interests in the land underlying United Urban's properties;
• risks related to holding the property in the form of compartmentalized ownership (kubun shoyū) interests or co-ownership interests (kyōyū-mochibun);
• risks related to holding the property in the form of limited proprietary right of land (as it called "soko-chi");
• risks related to properties not in operation (including properties under development);
• risks related to the defective title, design, construction or other defects or problems in the properties including non-conformity to agreements;
• risks related to suffering impairment losses relating to the properties;
• risks related to decreasing tenant leasehold deposits and/or security deposits;
• risks related to lease agreements with tenants, including the risks of tenants' default as a result of financial difficulty or insolvency;
• risks related to the insolvency of master lessor;
• risks related to the insolvency of seller of the properties;
• 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 the properties, or the failure to properly remediate such substances;
• risks related to the amendment of the applicable administrative laws and local ordinances;
• risks related to investments in anonymous associations (tokumei kumiai);
• risks related to investments in special purpose companies (tokutei mokuteki kaisha)
• risks related to investments in trust beneficiary interest;
• risks related to merger with other investment corporations;
• risks related to the tight supervision by the regulatory authorities and compliance with applicable rules and regulations;
• risks related to the tax authority disagreement with the AIFM's interpretations of the Japanese tax laws and regulations;

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