NOMURA REAL ESTATE MASTER FUND, INC.

TSE code :3462

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Structure

Asset Management Agreement
Asset Custody Agreement
Transfer Agency Agreement, General Administration Agreement
Information Provision Agreement
Basic Agreement with respect to Leasing Value Chain
Agreement on Special Account Management
Investment Corporation Bond Management Agreement (related to NOF’s 2nd series bonds) (Note 2)
Financial Agent Agreement (related to Former NMF’s 1st series bonds, NOF’s 6th series bonds, NOF’s 7th series bonds, NOF’s 9th series bonds, NOF’s 10th series bonds and NRF’s 2nd series bonds) / Principal Payment Entrustment Agreement (NOF’s 2nd series bonds) / Registration Entrustment Agreement (NOF’s 2nd series bonds) / Investment Corporation Bond Management Agreement (related to NOF’s 2nd series bonds) (Note)
Agreement on Entrustment of Issuance, Redemption and Settlement of Short-Term Investment Corporation Bonds / Private Placement Handling Agreement
(Note) In this document, Former Nomura Real Estate Master Fund, Inc.’s First Series Unsecured Investment Corporation Bonds (with pari passu clause among specified investment corporation bonds) are referred to as “Former NMF’s 1st series bonds,” Nomura Real Estate Office Fund, Inc.’s Second Series Unsecured Investment Corporation Bonds (with pari passu clause among specified investment corporation bonds) are referred to as “NOF’s 2nd series bonds,” Nomura Real Estate Office Fund, Inc.’s Sixth Series Unsecured Investment Corporation Bonds (with pari passu clause among specified investment corporation bonds) are referred to as “NOF’s 6th series bonds,” Nomura Real Estate Office Fund, Inc.’s Seventh Series Unsecured Investment Corporation Bonds (with pari passu clause among specified investment corporation bonds) are referred to as “NOF’s 7th series bonds,” Nomura Real Estate Office Fund, Inc.’s Ninth Series Unsecured Investment Corporation Bonds (with pari passu clause among specified investment corporation bonds) are referred to as “NOF’s 9th series bonds,” Nomura Real Estate Office Fund, Inc.’s Tenth Series Unsecured Investment Corporation Bonds (with pari passu clause among specified investment corporation bonds) are referred to as “NOF’s 10th series bonds” and Nomura Real Estate Residential Fund, Inc.’s Second Series Unsecured Investment Corporation Bonds (with pari passu clause among specified investment corporation bonds) are referred to as “NRF’s 2nd series bonds.”

Names of investment corporation and its related corporations, their management roles and business outline

Name Management role Business outline
Nomura Real Estate Master Fund, Inc. Investment Corporation NMF invests in specific assets, mainly real estate and real-estate backed securities, with the aim of securing stable medium- to long-term income and delivering steady portfolio growth.
Nomura Real Estate Asset Management Co., Ltd. Asset Management Company Pursuant to the Asset Management Agreement, the Asset Management Company shall manage the assets held by NMF in accordance with NMF’s articles of incorporation and the investment targets and policies prescribed therein, as entrusted by NMF.
Sumitomo Mitsui Trust Bank, Limited. Asset Custodian Pursuant to the Asset Custody Agreement, Sumitomo Mitsui Trust Bank shall provide custodian services with regard to the assets held by NMF as entrusted by NMF.
Mitsubishi UFJ Trust and Banking Corporation General Administrator (Organizational Administration, Accounting) Pursuant to the General Administration Agreement, Mitsubishi UFJ Trust and Banking shall perform administration relating to the management of NMF (administration as prescribed in Article 117, item 4 of the Investment Trust Law, excluding administration performed by the Transfer Agent), administration relating to NMF’s accounts (administration as prescribed in Article 117, item 5 of the Investment Trust Law), administration relating to the preparation of accounting books (administration as prescribed in Article 117, item 6 of the Investment Trust Law and in Article 169, paragraph 2, item 6 of the Ordinance for Enforcement thereof (Prime Minister’s Ordinance No. 129 of 2000, as amended, and hereinafter referred to as the “Ordinance for Enforcement of the Investment Trust Law”)), administration relating to taxes (administration as prescribed in Article 117, item 6 of the Investment Trust Law and in Article 169, paragraph 2, item 7 of the Ordinance for Enforcement of the Investment Trust Law), as entrusted by NMF.
Transfer Agent Pursuant to the Transfer Agency Agreement, Mitsubishi UFJ Trust and Banking shall perform administration relating to the preparation, management, and keeping of the unitholder register and other books, administration relating to distributing convocation notice for general unitholders’ meetings, preparation and tallying of voting instructions and proxies, and administration relating to the payment of distributions to unitholders, as entrusted by NMF.
Special accounts administrative agent Pursuant to the agreement on special account management, it provides, as an administrator to perform the account management services for special accounts for book-entry units on the book-entry units issued by the Investment Corporation, services relating to the preparation, administration and keeping of book-entry account books and their ancillary books, based on entrustment by the Investment Corporation.
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Sumitomo Mitsui Banking Corporation
Nomura Securities Co.,Ltd
Mizuho Securities Co.,Ltd
General Administrator for Investment Corpration Bonds Pursuant to the fiscal agency agreement, The Bank of Tokyo-Mitsubishi UFJ performs the operation services related to the issuance of Corporate Bond, the operation services related to the interest payment of Corporate Bond, the operation services related to the original registers of Corporate Bond, and other related services.
Nomura Real Estate Development Co., Ltd. Information Provider Nomura Real Estate Development shall provide information regarding real estate for sale in accordance with the Information Provision Agreement.
Special Related Corporation The related parties of the Asset Management Company (it is a consolidated subsidiary of Nomura Real Estate Holdings Inc., the parent company of the Asset Management Company, which owns all of its shares issued) and is a previous owner of a part of NMF’s portfolio assets (The total amount of money NMF paid to or received from Nomura Real Estate Development Co., Ltd. as compensation for the acquisition and transfer of real estate during the first fiscal period (ended February 2016) is equivalent to more than 20% of the total amount of money NMF paid or received as compensation for the acquisition and transfer of real estate, etc. (in this column, “real estate, etc.” shall hereinafter refer to real estate, leaseholds of real estate and superficies) and beneficial interest in real estate trust).
Nomura Real Estate Holdings, Inc. Specified Releted Corporation Nomura Real Estate Holdings holds 100% of the shares outstanding of asset management company and concerned as parent company of the asset management company scribed in the Regulation for Terminology, Forms and Preparation of Financial Statements, etc. (Ordinance of the Ministry of Finance No. 59 of 1963). Furthermore, NMF have no contract or do not intend to have contract with the said company.
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