For Translation Purposes Only
May 9, 2013
For Immediate Release
Nomura Real Estate Master Fund, Inc.
Takashi Kataoka, Executive Director(Securities Code: 3285)
Asset Management Company:
Nomura Real Estate Asset Management Co., Ltd.
Yasuaki Fukui, President and Chief Executive Officer
Inquiries: Takashi Kataoka, NMF Chief Investment Officer
TEL: +81-3-3365-8767
EMAIL: nmf3285@nomura-re.co.jp

Notice Concerning the Issue of
New Investment Units and Secondary Offering
Nomura Real Estate Master Fund, Inc. (“Nomura Master Fund” or the “Fund”) announced today that, at theBoard of Directors meeting held on May 9, 2013, it has resolved to issue new investment units and conduct asecondary offering in accordance with listing the Fund’s investment units (the “Investment Units” or the“Units”) on the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”), as stated below.
1. Primary Offering of New Investment Units(Domestic Primary Offering and International Offering)(1)
Total number of units to 1,663,260 units
be issued(2)
Issue price (issue value)
To be determined(The price shall be determined at a Board of Directors meeting to
be held on June 3, 2013 (Monday) (the “offer price determinationdate”))(3)
Total amount of issue
To be determined
price (issue value)(4)
Issue price
To be determined(offer price)
The issue price (offer price) shall be determined on the offer pricedetermination date through the book-building process (themethod of determining the issue price, etc., by presenting toinvestors the indicative price range pertaining to the issue price atthe time of solicitation of applications for acquisition of
investment units and understanding factors such as the status ofinvestor demand pertaining to the investment units) as prescribedin Rule 1210 of the Enforcement Rules for Securities Listing
Regulations set forth by the Tokyo Stock Exchange.
(5)
Total amount of issue
To be determined
price (offer price)(6)
Offering method
Shall be offered simultaneously in Japan and overseas(i) Domestic Primary Offering
The offering in Japan (the “Domestic Primary Offering”) shall be a
primary offering in which all investment units subject to theDomestic Primary Offering shall be underwritten by domestic
underwriters (collectively, the “Domestic Underwriters”) with
Note: This press release is a public announcement regarding the issuance of new investment units and secondary offering, and has no t been preparedas an inducement or invitation for investment. We caution readers to refer to t he Fund’s Offering Circular for the Issue of New Investment
Units and Secondary Offering and the Notices of Amendments thereto and to undertake investment decisions at their own examina tion andresponsibility. In addition, this press release does not const itute an offer of securities for sale in the U.S. Securities may not be offered or soldin the U.S. without registration of the securities or gaining an exemption from registration of securities under the U.S. Sec urities Act of 1933.
Any public offering of securities to be conducted in the U.S. will be made by means of an English prospectus prepared in accordance with the
U.S. Securities Act of 1933 that may be obtained from the issuer of the securities or holder of the securities. The prospectu s will containdetailed information about the issuer and its management, as well as its financial statements. Furthermore, investment units will not be offeredin the U.S.

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Nomura Securities Co., Ltd. as the lead managing underwriter.
(ii) International Offering
The offering overseas (the “International Offering”) shall be anoffering in international markets in mainly the U.S. and Europe(however, within the U.S., only to be sold to qualified
institutional investors in compliance with Rule 144A based on
the U.S. Securities Act of 1933) in which all investment units
subject to the International Offering shall be underwritten
severally in the aggregate amount by international underwriters(collectively, together with the domestic underwriters, as the“underwriters”) with Nomura International plc as the leadmanaging underwriter.
Also, concerning the number of investment units of each offeringin (i) and (ii) above, although Nomura Master Fund has planned tooffer 1,313,100 units in the Domestic Primary Offering and 350,160
units for the International Offering, the final number to be issued
through each offering will be decided on the offer price determination
date, taking into account status of demand and other factors.
The global coordinator of the Domestic Primary Offering,International Offering, and the secondary offering via over-allotment
in 2. below (the “secondary offering (over-allotment”)) shall be
Nomura Securities Co., Ltd. (the “global coordinator”).
The Underwriters shall pay Nomura Master Fund the same amount as
total amount of issue price (issue value) for the Domestic Public
Offering and International Offering on the payment date stated below
under (11), and the difference with the total amount of issue price(offer price) shall be the proceeds of the Underwriters. Nomura
Master Fund shall not pay an underwriting fee to the Underwriters.
From May 27, 2013 (Monday) to May 31, 2013 (Friday)
One unit or more in multiples of one unit

(7)

Underwriting agreement

(8)
(9)

Book-building period
Minimum number ofunits for application
Application period
From June 4, 2013 (Tuesday) to June 7, 2013 (Friday)(Domestic Primary
Offering)
Payment dateJune 11, 2013 (Tuesday)
Delivery and settlement
June 12, 2013 (Wednesday)date
The issue price (issue value), the issue price (offer price), and other items required for theissuance of the new investment units shall be determined at a future Board of Directors
meeting.
The Domestic Primary Offering-related items, among the aforementioned items, shall be
subject to the condition that the filing under the Financial Instruments and Exchange Act
takes effect.

(10)
(11)
(12)
(13)
(14)

2. Secondary Offering (over-allotment) (see <Reference> 2. below)(1)
Number of units to be 87,540 units
offeredThe above number of units is the maximum number of investment
units to be offered through the secondary offering (over-allotment) to
be conducted by the lead managing underwriter of the Domestic
Primary Offering, Nomura Securities Co., Ltd., after taking into
account factors such as status of demand at the time of the Domestic
Primary Offering. The number may decrease, or the secondaryoffering (over-allotment) itself may be cancelled, depending on status
of demand for the Domestic Primary Offering and other factors. The
number of investment units to be offered shall be determined at a
Note: This press release is a public announcement regarding the issuance of new investment units and secondary offering, and has no t been preparedas an inducement or invitation for investment. We caution readers to refer to t he Fund’s Offering Circular for the Issue of New Investment
Units and Secondary Offering and the Notices of Amendments thereto and to undertake investment decisions at their own examina tion andresponsibility. In addition, this press release does not const itute an offer of securities for sale in the U.S. Securities may not be offered or soldin the U.S. without registration of the securities or gaining an exemption from registration of securities under the U.S. Sec urities Act of 1933.
Any public offering of securities to be conducted in the U.S. will be made by means of an English prospectus prepared in accordance with the
U.S. Securities Act of 1933 that may be obtained from the issuer of the securities or holder of the securities. The prospectu s will containdetailed information about the issuer and its management, as well as its financial statements. Furthermore, investment units will not be offeredin the U.S.

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(2)
(3)

(4)
(5)

(6)
(7)
(8)
(9)
(10)

future Board of Directors meeting of Nomura Master Fund to beheld on the offer price determination date, taking into account thestatus of demand for the Domestic Primary Offering and otherfactors.
Seller
Nomura Securities, Co., Ltd.
Offer price
To be determined
The offer price shall be determined on the offer pricedetermination date. Furthermore, the offer price shall be the same
price as the issue price (offer price) for the Domestic Primary
Offering.
Total amount of offer To be determined
price
Offering method
Nomura Securities Co., Ltd., the lead managing underwriter of theDomestic Primary Offering, shall conduct a secondary offering inJapan of the Investment Units, which it may borrow from Nomura
Real Estate Development Co., Ltd. (the “Designated Party”) up to87,540 Investment Units, taking into consideration the status ofdemand and other factors of the Domestic Primary Offering.
However, such borrowing shall be subject to the condition that theInvestment Units in the Domestic Primary Offering shall be sold to
the Designated Party.
Minimum number of One unit or more in multiples of one unit
units for application
Application period
From June 4, 2013 (Tuesday) to June 7, 2013 (Friday)
Delivery and settlement June 12, 2013 (Wednesday)date
The offer price and other items required for the secondary offering of the investment units shall be
determined at a future Board of Directors meeting.
The items above shall be subject to the condition that the filing under the Financial
Instruments and Exchange Act takes effect.

3. Issue of New Investment Units (third-party allotment) (see <Reference> 2. below)(1)
Total number of units to 87,540 units
be issued(2)
Issue price
To be determined
The issue price shall be determined at the Board of Directors
meeting to be held on the offer price determination date. The
issue price shall be the same as the Domestic Primary Offering.
(3)
Total amount of issue
To be determined
price
(4)
Subscriber
Nomura Securities, Co., Ltd.
(5)
Minimum number of
One unit or more in multiples of one unit
units for application(6)
Application period
July 8, 2013 (Monday)(application date)(7)
Payment dateJuly 9, 2013 (Tuesday)(8)
If there are no applications for all or a part of the investment units to be issued on or before
the application period (application date) described in (6) above, the issue of such investment
units shall be cancelled.
(9)
The issue price and other items required for the issuance of the new investment units shall be
determined at a future Board of Directors meeting.

Note: This press release is a public announcement regarding the issuance of new investment units and secondary offering, and has no t been preparedas an inducement or invitation for investment. We caution readers to refer to t he Fund’s Offering Circular for the Issue of New Investment
Units and Secondary Offering and the Notices of Amendments thereto and to undertake investment decisions at their own examina tion andresponsibility. In addition, this press release does not const itute an offer of securities for sale in the U.S. Securities may not be offered or soldin the U.S. without registration of the securities or gaining an exemption from registration of securities under the U.S. Sec urities Act of 1933.
Any public offering of securities to be conducted in the U.S. will be made by means of an English prospectus prepared in accordance with the
U.S. Securities Act of 1933 that may be obtained from the issuer of the securities or holder of the securities. The prospectu s will containdetailed information about the issuer and its management, as well as its financial statements. Furthermore, investment units will not be offeredin the U.S.

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<Reference>
1. The Investment Units are planned to be listed on the Tokyo Stock Exchange on June 12, 2013
(Wednesday).
2. Secondary offering (over-allotment) and related matters
The secondary offering (over-allotment) shall be a domestic secondary offering of the Investment
Units, which Nomura Securities Co., Ltd., the lead managing underwriter of the Domestic P rimary
Offering, shall conduct by borrowing the Investment Units from the Designated Party up to 87,540
units, taking into consideration the status of demand and other factors of the Domestic P rimary
Offering. However, such borrowing shall be subject to the condition that the Investment Units in theDomestic Primary Offering shall be sold to the Designated Party. The number of units to be offeredin the secondary offering (over-allotment) is scheduled to be 87,540 units. However, the number ofunits to be offered is the maximum number of units to be offered, and there are cases where thenumber may decrease or the secondary offering (over-allotment) itself may be cancelled depending on
the status of demand and other factors of the Domestic Primary Offering.
In relation to the secondary offering (over-allotment), the Fund resolved at the Board of Directors
meeting held on May 9, 2013 (Thursday) to issue 87,540 new Investment Units through third -party
allotment (the “Third-Party Allotment”) to Nomura Securities Co., Ltd, in order for Nomura
Securities Co., Ltd. to obtain the Investment Units necessary to return the Investment Units borrowed
from the Designated Party (the “Borrowed Units”). The payment date of the Third -Party Allotment isdetermined to be July 9, 2013 (Tuesday).
In addition, Nomura Securities Co., Ltd. may purchase up to the maximum num ber of Investment
Units offered in the said secondary offering (over-allotment) at the Tokyo Stock Exchange in order toreturn the Borrowed Units (the “Syndicated Cover Transaction”), from June 12, 2013 (Wednesday) to
July 2, 2013 (Tuesday) (the “Syndicated Cover Transaction Period”). All of the Units purchased by
Nomura Securities Co., Ltd. through the Syndicated Cover Transaction will be used to return the
Borrowed Units. Nomura Securities Co., Ltd. may also decide not to conduct the Syndicated CoverTransaction or end Syndicated Cover Transaction at the number of units less than the number ofunits to be offered through the secondary offering (over-allotment).
Nomura Securities Co., Ltd. plans to apply for the Third-Party Allotment in order to obtain the same
number of Investment Units sold through the secondary offering (over-allotment), excluding thenumber of Units purchased through the Syndicated Cover Transaction, to return the borrowed Units.
Therefore, Nomura Securities Co., Ltd. may not apply for all or part of the Units issued by theThird-Party Allotment, and as a result, the ultimate number of units to be issued by the Third -Party
Allotment may, due to forfeiture, decrease, depending on the applied number of units, or no units may
be issued at all.
3. Number of Investment Units outstanding after the issue of new Investment Units
Number of Investment Units currently outstanding:
2,000 units
Increase in the number of the Investment Unitsby the new issue (primary offering):
1,663,260 units
Total number of Investment Units outstanding after
the issue of the new Investment Units (public offering):
1,665,260 units
Increase in the number of the Investment Unitsby the Third-party Allotment:
87,540 units (Note)
Total number of the issued Investment Units after
the Third-party Allotment:
1,752,800 units(Note) The number of Units assuming that Nomura Securities Co., Ltd. applies for all the Units of
total number of units to be issued by the Third-party Allotment and all such Units are issued.
Note: This press release is a public announcement regarding the issuance of new investment units and secondary offering, and has no t been preparedas an inducement or invitation for investment. We caution readers to refer to t he Fund’s Offering Circular for the Issue of New Investment
Units and Secondary Offering and the Notices of Amendments thereto and to undertake investment decisions at their own examina tion andresponsibility. In addition, this press release does not const itute an offer of securities for sale in the U.S. Securities may not be offered or soldin the U.S. without registration of the securities or gaining an exemption from registration of securities under the U.S. Sec urities Act of 1933.
Any public offering of securities to be conducted in the U.S. will be made by means of an English prospectus prepared in accordance with the
U.S. Securities Act of 1933 that may be obtained from the issuer of the securities or holder of the securities. The prospectu s will containdetailed information about the issuer and its management, as well as its financial statements. Furthermore, investment units will not be offeredin the U.S.

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4. Net Amount and Use of Proceeds, and Scheduled Timing of Expenditures(1) Amount of Proceeds (Net Proceeds)
175,080,000,000 yen (maximum)(Note) This is the sum total amount of 131,310,000,000 yen in proceeds from the Domestic Primary
Offering, 35,016,000,000 yen in proceeds from the International Offering, and 8,754,000,000 yen
in maximum proceeds from the issuance of new investment units via third-party allotment. The
amount above is the expected amount as of today.
(2) Specific Use of Proceeds and Scheduled Payment Date
Proceeds from the Domestic Primary Offering, International Offering, and issuance of new investment
units via third-party allotment are scheduled to be used as part of the funds to acquire real estate andtrust beneficiary rights.
5. Specification of Distribution
The Domestic Underwriters, as the Fund’s designated buyer, are scheduled to sell 87,540 units of theFund’s Investment Units from the Domestic Primary Offering to Nomura Real Estate Development
Co., Ltd.
6. Forecasts
Please refer to “Notice Concerning Forecasts of Financial Results for the Fiscal Period Ending
August 31, 2013 and Fiscal Period Ending February 28, 2014” released today.
7. Past Status of Equity Finance, etc.
Date
January 31, 2013

Unitholders’ capital
after issuance(thousand yen)
200,000

Issuance amount(thousand yen)
200,000

Description
Initial private placement

8. Concerning lockups(1) In connection with the Domestic Primary Offering and the International Offering, the Fundplans to ask the Designated Party to agree with the Global Coordinator to not sell, etc. theInvestment Units without the prior written consent of the Global Coordinator during the period
from June 3, 2013 (Monday) to January 31, 2014 (Friday) (excluding, however, the lending , etc. of
the Investment Units accompanying the secondary offering (over-allotment)).
The Global Coordinator is scheduled to have the authority to cancel the content of theagreement in whole or in part at its discretion, even during the period mentioned a bove.
(2) In connection with the Domestic Primary Offering and the International Offering, Ichiyoshi
Securities Co., Ltd. has agreed with the Global Coordinator, in principle, to not sell, etc. theInvestment Units without the prior written consent of the Global Coordinator during the period
from June 3, 2013 (Monday) to January 31, 2014 (Friday).
The Global Coordinator is scheduled to have the authority to cancel the content of theagreement in whole or in part at its discretion, even during the period me ntioned above.
(3) In connection with the Domestic Primary Offering and the International Offering, the Fund has
agreed with the Global Coordinator to not issue, etc. the Investment Units without the priorwritten consent of the Global Coordinator during the period from June 3, 2013 (Monday) to
September 30, 2013 (Monday) (excluding, however, issuance of new investment units
Note: This press release is a public announcement regarding the issuance of new investment units and secondary offering, and has no t been preparedas an inducement or invitation for investment. We caution readers to refer to t he Fund’s Offering Circular for the Issue of New Investment
Units and Secondary Offering and the Notices of Amendments thereto and to undertake investment decisions at their own examina tion andresponsibility. In addition, this press release does not const itute an offer of securities for sale in the U.S. Securities may not be offered or soldin the U.S. without registration of the securities or gaining an exemption from registration of securities under the U.S. Sec urities Act of 1933.
Any public offering of securities to be conducted in the U.S. will be made by means of an English prospectus prepared in accordance with the
U.S. Securities Act of 1933 that may be obtained from the issuer of the securities or holder of the securities. The prospectu s will containdetailed information about the issuer and its management, as well as its financial statements. Furthermore, investment units will not be offeredin the U.S.

5

accompanying the Domestic Primary Offering, the International Offering, the Third-Party Allotment,
and split of investment units).
The Global Coordinator is scheduled to have the authority to cancel the content of theagreement in whole or in part at its discretion, even during the period mentioned above.
(4) Moreover, separate from the restrictions stated above under (1) and (2), in t he listing of theInvestment Units on the Tokyo Stock Exchange, the Designated Party and Ichiyoshi Securities
Co., Ltd. have made a commitment to Nomura Master Fund pertaining to continued holding of
the Investment Units, which states they should hold the Investment Units as of today until thedate on which one year has elapsed from January 31, 2013, pursuant to Tokyo Stock Exchange
regulations.

*Nomura Real Estate Master Fund, Inc. URL: http://www.nre-mf.co.jp/english/

Note: This press release is a public announcement regarding the issuance of new investment units and secondary offering, and has no t been preparedas an inducement or invitation for investment. We caution readers to refer to t he Fund’s Offering Circular for the Issue of New Investment
Units and Secondary Offering and the Notices of Amendments thereto and to undertake investment decisions at their own examina tion andresponsibility. In addition, this press release does not const itute an offer of securities for sale in the U.S. Securities may not be offered or soldin the U.S. without registration of the securities or gaining an exemption from registration of securities under the U.S. Sec urities Act of 1933.
Any public offering of securities to be conducted in the U.S. will be made by means of an English prospectus prepared in accordance with the
U.S. Securities Act of 1933 that may be obtained from the issuer of the securities or holder of the securities. The prospectu s will containdetailed information about the issuer and its management, as well as its financial statements. Furthermore, investment units will not be offeredin the U.S.

6