Corporate Governance

Structure of NUD

*1 For private placement funds, it is only required that a report is made to the Board of Directors of the asset management company.

For details, please refer to the following:

Structure of Investment Corporation

The Articles of Incorporation of NUD provides that NUD shall have at least two Executive Directors and at least three Supervisory Directors (provided, however, that the number of Supervisory Directors shall be at least one more than the number of Executive Directors). The governance structure of NUD consists of the General Meeting of Unitholders composed of unitholders, one Executive Director, two Supervisory Directors, the Board of Directors with all Executive Directors and Supervisory Directors as board members, and the Accounting Auditor.
In addition, to prepare for situations where the number of Executive Directors and Supervisory Directors falls below the number prescribed by law, alternate Executive Directors and alternate Supervisory Directors may be appointed.

Details of the Organization

General Meeting of Unitholders

Pursuant to the provisions of the Act on Investment Trusts and Investment Corporations or Articles of Incorporation of NUD, certain matters regarding NUD shall be decided on by the general meeting of unitholders that comprises NUD's unitholders.

Executive Directors, Supervisory Directors and Board of Directors

Executive Directors and Supervisory Directors are appointed by resolution of the General Meeting of Unitholders, Supervisory Directors, together with Executive Directors, form the Board of Directors. Through resolutions of the Board of Directors, they exercise the powers stipulated in the Investment Trusts Act and the Articles of Incorporation and supervise the execution of duties by Executive Directors.

Accounting Auditor

NUD has appointed KPMG AZSA LLC as its Accounting Auditor. The Accounting Auditor conducts audits of NUD's financial statements, etc., and also reports to the Supervisory Directors if it discovers any misconduct or material facts in violation of laws or the Articles of Incorporation in relation to the performance of duties by the Executive Directors, and conducts other duties as stipulated by law.

Organization, Personnel and Procedures for Internal Management and Supervision by Supervisory Directors

NUD is managed by a Board of Directors consisting of one Executive Director and two Supervisory Directors. The Executive Director holds a Board of Directors meeting at least once a month, and in addition to the matters requiring approval as stipulated by law, detailed reports are made on the management of NUD and the status of business execution by the Asset Management Company. NUD's Supervisory Directors include one lawyer and one certified public accountant, and each Supervisory Director supervises the Executive Director's business execution from their respective professional perspectives. Under the asset management agreement with the Asset Management Company, NUD has the right to receive various reports from the Asset Management Company and the right to inspect, copy or investigate all documents of the Asset Management Company related to the entrusted business. By exercising these rights, NUD maintains a system that allows it to monitor the status of the Asset Management Company’s business execution.
In addition, NUD has established internal regulations to prevent insider trading, and is working to prevent its officers from violating the Financial Instruments and Exchange Act's insider trading regulations.

Mutual Cooperation Between Internal Management, Supervision by Supervisory Directors and Accounting Audits

Each Supervisory Director receives reports from the Executive Director on the status of asset management, compliance and risk management at NUD's Board of Directors meetings.
In addition, NUD's Accounting Auditor, KPMG AZSA LLC, audits NUD's financial statements each fiscal period, and works with the Supervisory Directors by providing an overview of the audit methods and reporting the results of the audit to NUD.
In addition to submitting an accounting audit report to NUD, the Accounting Auditor is also responsible for reporting to the Supervisory Directors any irregularities or violations of law discovered during the course of the audit in the performance of duties by the Executive Directors.

Status of Establishment of Management System by NUD for Related Companies

NUD maintains a system for managing the operational status of each related company by receiving reports from the Executive Director on the status of the Asset Management Company’s operations every three months, and receiving regular reports from the general administrator and asset custodian on the status of internal controls and operational execution systems. For other related companies, The Asset Management Company works to keep track of their operational status.

Status of Executive Directors and Supervisory Directors

When selecting candidates for directors, the assumption is that they do not fall under the grounds for disqualification stipulated in various laws and regulations, such as the Investment Trusts Act (Article 98 and Article 100 of the Investment Trusts Act and Article 244 of the Enforcement Regulations of the Investment Trusts Act), and they are appointed following a resolution at a General Meeting of Unitholders.

Status of Attendance at Board of Directors Meetings

Position	Name	Status of Attendance at Board of Directors Meetings
		Fiscal Period Ended April 2025 (45th FP)	Fiscal Period Ended October 2025 (46th FP)
Executive Director	Takeshi Oodera	9/9 （100%）	6/6 （100%）
Supervisory Director	Yuji Dai	9/9 （100%）	6/6 （100%）
Supervisory Director	Masaki Takeuchi	9/9 （100%）	6/6 （100%）

• (Note 1)

  The Executive Director was changed to Kazuhiro Kimura as of June 17, 2025.

For brief personal histories of the current directors, click here

Compensation

The Board of Directors will determine the amount of compensation for each Executive Director to be within the range of 800,000 yen per month per person, and the amount of compensation for each Supervisory Director to be within the range of 350,000 yen per month per person, as an amount that is deemed reasonable in light of the compensation standards for directors, auditors, etc. who perform similar duties, general price trends, wage trends, etc., and does not exceed the above amounts.

Position	Name	Compensation Amount (thousands of yen)
		Fiscal Period Ended April 2025 (45th FP)	Fiscal Period Ended October 2025 (46th FP)
Executive Director	Takeshi Oodera	-	-
Supervisory Director	Yuji Dai	2,100	2,100
Supervisory Director	Masaki Takeuchi	2,100	2,100

• (Note 1)

  The Executive Director was changed to Kazuhiro Kimura as of June 17, 2025.

Accounting Auditor

Accounting Auditor

Name	Continuous audit period
KPMG AZSA LLC	From March, 2015 to now

Accounting Auditor Compensation

The compensation for the Accounting Auditor in relation to accounting audits is decided by the Board of Directors, with a maximum of 15 million yen per fiscal period subject to audit.

Name		Compensation Amount (thousands of yen)
		Fiscal Period Ended April 2025 (45th FP)	Fiscal Period Ended October 2025 (46th FP)
KPMG AZSA LLC	Compensation based on auditing work	11,600（Note 1）	11,950（Note 1）
	Compensation based on non-auditing work	1,781	1,296

• (Note 1)

  In addition to the audit work based on Article 130 of the Investment Trust Act and Article 193-2, Paragraph 1 of the Financial Instruments and Exchange Act, NUD has also outsourced to KPMG AZSA LLC the audit work of the English financial statements disclosed by NUD, and the compensation paid to KPMG AZSA LLC for this work during the fiscal period in question was 2,000 thousand yen in addition to the total compensation paid as stated above.

Investment Corporation Management Structure

As an investment corporation, NUD manages the funds contributed by its unitholders by investing them primarily in securities such as real estate and trust beneficiary rights backed by real estate, as well as other assets.
UDAM manages the assets held by NUD in accordance with the Articles of Incorporation of NUD, as the asset management company, in accordance with the asset management agreement.

Organization

Roles of Each Organization

Compliance Committee	Members	Committee Head: Compliance Officer Representative Director, Head of Corporation Administration, Head of the Internal Audit Office, External Committee Member
	Function and role	Deliberation and decision-making on issues related to compliance issues, etc.
Investment Committee	Members	Committee Head: Representative Director Full-time Director, Head Operation I Department, Head of Operation II Department, Head of Fund Management Department, Head of Investment Marketing Department, Head of Finance Department, Head of Corporate Administration, Head of Engineering and Sustainability Management Office, Compliance Officer, External Committee Member
	Function and role	Deliberation and decision-making on matters related to investment corporations, etc. that are entrusted with asset management

Management Fee System of the Asset Management Company

• Adopted an asset management fee system which links revenue/profit fees to align the interest of unitholders and that of the asset management company.

Same-Boat Investment by the Sponsor

• NUD aims to align the interests of unitholders and NTT Urban Development, the sponsor and achieve medium and long-term improvement in unitholders' value.