For Translation Purposes Only
August 4, 2015

For Immediate Release
Nomura Real Estate Master Fund, Inc.
Satoshi Yanagita, Executive Director(Securities Code: 3285)
Asset Management Company:
Nomura Real Estate Asset Management Co., Ltd.
Norio Ambe, President & Chief Executive Officer
Inquiries: Motomi Uki, General Manager, NMF Investment Management
TEL: +81-3-3365-8767
EMAIL: nmf3285@nomura-re.co.jp

Notice Concerning Revisions of Forecasts of Financial Results and Cash Distribution
for the Fiscal Period Ending August 31, 2015 andForecasts of Financial Results for the Fiscal Period Ending September 30, 2015 (FinalFiscal Period) and Cash Distribution on Merger
Nomura Real Estate Master Fund, Inc. (“Nomura Master Fund” or the “Fund”) is to implement
a consolidation-type merger (the “Merger”), whereby each of the Fund, Nomura Real Estate
Office Fund, Inc.(“NOF”) and Nomura Real Estate Residential Fund, Inc. (“NRF”) is set as acorporation consolidated through the consolidation-type merger and October 1, 2015 is set asthe date of incorporation of investment corporation incorporated through theconsolidation-type merger (the “New Investment Corporation) as stated in “Notice Concerning
Execution of Merger Agreement by and among Nomura Real Estate Master Fund, Inc., Nomura
Real Estate Office Fund, Inc. and Nomura Real Estate Residential Fund, Inc.” announced onMay 27, 2015. The Fund announces that it has determined to revise its forecasts of financial
results and cash distribution for the fiscal period ending August 31, 2015 (March 1, 2015 toAugust 31, 2015), which were announced in “Summary of Financial Results for the 4th Fiscal
Period Ended February 28, 2015” as of April 14, 2015, as summarized below.
In “Summary of Financial Results for the 4th Fiscal Period Ended February 28, 2015” asmentioned above, forecasts of financial results and cash distribution for the period ending
February 29, 2016 (September 1, 2015 to February 29, 2016) were also stated. As the Fund is tobe dissolved through the Merger with its final fiscal period ending September 30, 2015
(September 1, 2015 to September 30, 2015) and cash distribution on merger will be made insteadof cash distributions for the period, the Fund also announces forecasts of financial results forthe final fiscal period and cash distribution on merger.

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Revised Forecasts of Financial Results and Cash Distribution for the Fiscal PeriodEnding August 31, 2015

Previous Forecast(A)
Revised Forecast(B)Amount of
Increase/Decrease(B-A)
Ratio ofIncrease/Decrease

OperatingRevenues(Millionsof Yen)

Operating
Profits(Millionsof Yen)

Ordinary
Income(Millionsof Yen)Net
Income(Millionsof Yen)

CashDistributions
Distributions
per Unitin Excess of(Excluding inNet Income
Excess ofper Unit
Net Income(Yen)
per Unit)(Yen)

10,308

4,787

4,130

4,129

2,480－

10,369

4,189

3,548

3,547

2,130－60△597△582△582△350－

0.6%△12.5%△14.1%△14.1%△14.1%－[Related Information]
Expected total number of investment units outstanding as of August 31, 2015: 1,665,260
units
Expected net income per unit for the fiscal period ending August 31, 2015: 2,130 yen[Notes]1. The forecasts presented above are calculated as of today based on the assumptions as set
forth in the Exhibit. The actual operating revenues, operating profits, ordinary income, net
income and cash distributions per unit may vary due to the acquisition and sale ofproperties, if any, changes in the real estate market, progress of the procedures for theMerger and other factors affecting the Fund. Nomura Master Fund does not guarantee theamount of the cash distributions identified above.
2. Concerning the distribution for the fiscal period ending on August 31, 2015 (the periodfrom March 1, 2015 to August 31, 2015), the distribution is scheduled to be made to theinvestors and the registered pledgees of investment units listed or recorded on the final
unitholders register of the Fund as of August 31, 2015, after the approval on the statements
for cash distribution for the fiscal period ending August 31, 2015 that is scheduled to beobtained at the Fund by the date of incorporation of the New Investment Corporation.
The payment of such distribution will be made after the incorporation of the New
Investment Corporation through the Merger.
3. Nomura Master Fund may revise the forecasts if the Fund expects a large variance from theabove forecasts.
4. Amounts less than units are rounded off.

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2.

Forecasts of Financial Results and Cash Distribution on Merger for the Fiscal
Period Ending September 30, 2015 (Final Fiscal Period)

OperatingRevenues(Millions of Yen)

OperatingProfits (Millionsof Yen)

2,000951Ordinary
Net Income
Income(Millions of Yen)
(Millions of Yen)
833

832

Cash
Distribution on
Merger per Unit
(Yen)
500

[Related Information]
Expected total number of investment units outstanding as of September 30, 2015:
1,665,260 units
Expected net income per unit for the final fiscal period: 500 yen[Notes]
1.
2.

3.

4.
5.

The forecasts of financial results are for the one month period from September 1, 2015
to September 30, 2015.
The forecasts presented above are calculated as of today based on the assumptions as set
forth in the Exhibit. The actual operating revenues, operating profits, ordinary income,net income and cash distribution on merger per unit may vary due to the acquisition andsale of properties, if any, changes in the real estate market, progress of the proceduresfor the Merger and other factors affecting the Fund. Nomura Master Fund does notguarantee the amount of the cash distribution on merger identified above. Please refer
to Note 3 for more detailed information regarding cash distribution on merger.
Instead of cash distributions for the Fund’s final fiscal period, the New Investment
Corporation will make a cash distribution on merger to the unitholders listed or recordedon the final unitholders register of the Fund as of the day immediately prior to the dateof incorporation of the New Investment Corporation (excluding each corporation
consolidated through the consolidation-type merger and the dissenting unitholders of theFund who demand for repurchase of investment units pursuant to Article 149-13 of theAct on Investment Trusts and Investment Corporations (Act No. 198 of 1951, asamended)) (the “Allotted Investors”), in an amount equivalent to the cash distributions
for the final fiscal period based on the Fund’s distributable profit (the payment on merger
will be (i) the amount of distributable profit of the Fund as of the day immediately prior
to the date of incorporation of the New Investment Corporation divided by (ii) thenumber of investment units that is obtained by deducting (a) the number of investment
units held by the unitholders other than the Allotted Investors from (b) the number ofinvestment units issued and outstanding of the Fund, as of the day immediately prior to
the date of incorporation of the New Investment Corporation (amounts less than one
yen are rounded down)). Therefore, the amount of the cash distribution on merger willvary in accordance with the status of exercise of the right to demand for repurchase ofinvestment units. The amount set forth in the table above is based on the assumptionthat any of the right is not exercised, since the status of execise of the right is yet to be
determined at this stage.
Nomura Master Fund may revise the forecasts if the Fund expects a large variance fromthe above forecasts.
Amounts less than units are rounded off.

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3.

Reason for Announcement(i) The resolutions of approval of the consolidation-type merger agreement and (ii) theresolutions of approval of the termination of the asset management agreement (for NOF andNRF only), by the general meeting of unitholders of the Fund and NOF held on July 30, 2015,and NRF held on July 31, 2015 have been obtained as stated in “Notice Concerning Approval ofthe Consolidation-Type Merger Agreement at the General Meetings of Unitholders” announced
on July 31, 2015. Following that, Nomura Master Fund reflects on the cost of the Merger
estimated at this stage and revises financial results, as well as announces its forecasts of financial
results for the final fiscal period and cash distribution on merger at this stage.
Please refer to the press release “Notice Concerning Forecasts of Financial Results for the Fiscal
Period Ending February 29, 2016 and the Fiscal Period Ending August 31, 2016 following theMerger between Nomura Real Estate Master Fund, Inc., Nomura Real Estate Office Fund, Inc.
and Nomura Real Estate Residential Fund, Inc.” announced on May 27, 2015 for the forecasts ofthe financial results and cash distribution per unit of the New Investment Corporation.
*<Nomura Real Estate Master Fund, Inc> URL: http://www.nre-mf.co.jp/english/>-4-[Exhibit]
Assumptions Underlying Earnings Forecasts for the Fiscal Period Ending August 31,
2015 (5th period) and September 30, 2015 (final fiscal period)
Item
Calculation period

Assets undermanagement

Operating revenue

Assumption
 5th fiscal period: from March 1, 2015 to August 31, 2015
 6th fiscal period (final fiscal period): from September 1, 2015 to September 30, 2015
 5th fiscal period (ending August 31, 2015): The Fund assumes that the investment
portfolio consisting of 56 properties owned by the Fund as at the end of the 4th fiscal
period (ending February 28, 2015) (the “Acquired Properties as of the end of the 4thfiscal period”), Ryoke Capilal Godo Kaisha Silent Partnership Equity Interest (togetherwith the Acquired Properties as of the end of the 4th fiscal period, “Acquired Assets asof the 4th fiscal period”), Godo Kaisha Osaka Hirakata Project Silent Partnership Equity
Interest acquired on March 30, 2015, and Kawaguchi Ryoke Logiscitcs Center acquiredon July 1, 2015 (together with the Godo Kaisha Osaka Hirakata Project SilentPartnership Equity Interest, “Acquired Assets during the 5th fiscal period”) (In line withthe acquisition of the asset, Ryoke Capital Godo Kaisha is planned to be dissolved. The
Fund is to receive settlement money in accordance with the silent partnership equityinterest.) will remain unchanged (with no assets acquired or disposed of) thereafter until
the end of the 5th fiscal period (August 31, 2015).
 6th fiscal period (final fiscal period) (ending September 30, 2015): The Fund assumes thatthe investment portfolio consisting of Acquired Properties as of the end of the 4th fiscal
period, Acquired Assets during the 5th fiscal period, other than transfer of Mitsubishi
Motors Ibaraki Maintenance Center to be transferred on September 1, 2015 (“Assets tobe Transferred during the 6th fiscal period (final fiscal period)”), will remain unchanged(with no assets acquired or disposed of) thereafter until the end of the 6th fiscal period(final fiscal period) (September 30, 2015).
 In practice, the investment portfolio is subject to potential change.
 For the 5th fiscal period, the forecast of operating revenues is based upon the operating
revenues from Acquired Assets as of the end of the 4th fiscal period and Acquired
Assets during the 5th fiscal period. For the 6th fiscal period (final fiscal period), theforecast of operating revenues is based upon the operating revenues from the assets
stated above from deducting operating revenues of Assets to be Transferred during the
6th fiscal period (final fiscal period).
 The forecast of the level of the rent and vacancy rates are based on the trend of tenants,
competing buildings in the neighborhood, and the recent real estate market trend, etc.
 Assumed that there is no rent in arrears and nonpayment of the rent.
 Assumed 243 million yen of profit from transfer of the Assets to be Transferred during
the 6th fiscal period (final fiscal period).

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Item

Operating expenses

Non-operating expenses

Interest-bearing liabilities

Investment units

Assumption
 In general, the fixed asset taxes and city planning taxes imposed on the properties in thetax year (including the date) of transaction are distributed to the seller and the purchaser
on a daily pro-rata basis and settled at the time of acquisition, and such taxes are deemedas the acquisition costs rather than expenses.
 Taxes and dues, relating to the Acquired Properties at the end of the 4th fiscal period arecalculated as rental business expenses, estimated amount of ¥747 million for the 5thfiscal period (ending August 31, 2015), and ¥72 million for the 6th fiscal period (finalfiscal period) (ending September 30, 2015).
 Outsourcing expenses are estimated at ¥690 million for the 5th fiscal period (endingAugust 31, 2015) and ¥137 million for the 6th fiscal period (final fiscal period) (endingSeptember 30, 2015).
 As for the repair and maintenance, the Asset Management Company (Nomura Real
Estate Asset Management Co., Ltd.) estimates the required amounts for the respective
properties for each of the fiscal periods based on the medium- and long-term repair
plans. However, it is possible that the actual repair expenses for the fiscal periods may
differ significantly from the estimates since (i) an unforeseeable event might cause serious
damage to a building requiring emergent repair expenditure, (ii) amounts might vary year
by year, and (iii) certain types of repair expenses are not required every year.
 Rental profits are estimated at ¥5,861 million for the 5th fiscal period (ending August 31,2015) and ¥900 million for the 6th fiscal period (final fiscal period) (ending September30, 2015).
 Depreciation costs are estimated at ¥1,741 million for the 5th fiscal period (endingAugust 31, 2015) and ¥291 million for the 6th fiscal period (final fiscal period) (ending
September 30, 2015).
 The operating expenses other than the rental business expenses (including asset
management fees, asset custody fees, general administration fees and professional fees)are estimated at ¥1,697 million for the 5th fiscal period (ending August 31, 2015) and¥192 million for the 6th fiscal period (final fiscal period) (ending September 30, 2015).
Fees for services under the asset management agreement, the asset custody agreement,
the general administration agreement, etc. during the fiscal period ending September 30,
2015 (6th fiscal period) (final fiscal period) to be paid after the incorporation of the New
Investment Corporation are allocated as the Fund’s operating expenses other than therental business expenses for the fiscal period ending September 30, 2015 (6th fiscalperiod) (final fiscal period).
 Interest payable and other borrowing related expenses are estimated at ¥642 million for
the 5th fiscal period (ending August 31, 2015) and ¥116 million for the 6th fiscal period(final fiscal period) (ending September 30, 2015).
 The amount of the Fund’s interest-bearing debts outstanding as of today is ¥107,328
million of loan and ¥3,000 million of investment corporation bonds.
 Concerning the borrowings of ¥4,021 million, which will be due by the end of the 6thfiscal period (final fiscal period) (ending September 30, 2015), the Fund assumes that theentire amount will be refinanced excluding the scheduled repayment of ¥21 million using
cash on hand.
 The Fund assumes that there will be no changes in the interest-bearing debts outstanding
other than the changes in amount stated above.
 The Fund assumes that there will be no changes in the number of investment units
issued and outstanding as of today of 1,665,260 units and there will be no additional
issues of new investments units by the end of the 6th fiscal period (final fiscal period)(ending September 30, 2015).

Distribution per unit
(5th fiscal period (endingAugust 31, 2015)) Distribution per unit is calculated according to the Fund’s distribution policy outlined in
its Articles of Incorporation.
 Distribution per unit may vary due to various factors, including changes in the investment
portfolio, changes in rent income caused by tenant replacements, and unforeseen repairs.

Distribution per unit
in excess of earnings per

 The Fund does not currently plan for any distributions in excess of earnings per unit.

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Assumption

unit (5th fiscal period(ending August 31, 2015))
 Cash distribution on merger per unit is to be made instead of cash distributions for
Cash Distribution on
Merger per Unit (6thfiscal period (final fiscalperiod) (ending
September 30, 2015))

Other

the fiscal period ending September 30, 2015 (6th fiscal period) (final fiscal period)and is calculated according to the Fund’s distribution policy outlined in its Articles ofIncorporation.
 Cash distribution on merger per unit may vary due to various factors, including (i)changes in the investment portfolio, changes in rent income caused by the tenant
replacements or unforeseen repairs, or (ii) the status of exercise of the right todemand for repurchase of investment units.
 The Fund assumes that there will be no amendments in legislation, taxation, Japanese
GAAP, listing requirements and Investment Trusts Association regulations, which willaffect the above forecasts.
 The Fund assumes that there will be no material changes in general economic conditions
and real estate markets.

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