To unitholders in the United States:

This exchange offer or business combination is made for the securities of a foreign investment
corporation. The offer is subject to disclosure requirements of a foreign country that are different
from those of the United States. Financial statements included in the document, if any, have been
prepared in accordance with foreign accounting standards that may not be comparable to thefinancial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under thefederal securities laws, since the issuer is located in a foreign country, and some or all of its officers
may be residents of a foreign country. You may not be able to sue a foreign investment corporation or
its officers in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a
foreign investment corporation and its affiliates to subject themselves to a U.S. court’s judgment.

You should be aware that the issuer may purchase securities otherwise than under the exchange offer,such as in open market or privately negotiated purchases.

1[For Translation Purposes Only]
May 26, 2016

For Immediate Release
To Whom It May Concern

Issuer of Real Estate Investment Trust Securities:
Nomura Real Estate Master Fund, Inc.
5-1, Nishi-Shinjuku 8-chome, Shinjuku-ku, Tokyo
Securities Code: 3462
Satoshi Yanagita, Executive Director
Asset Management Company:
Nomura Real Estate Asset Management Co., Ltd.
Norio Ambe, President & Chief Executive Officer
Inquiries:
Ken Okada
Director and Managing Executive Officer
TEL. +81-(0)3-3365-8767
Issuer of Real Estate Investment Trust Securities:
Top REIT, Inc.
3-7, Yaesu 1-chome, Chuo-ku, Tokyo
Securities Code: 8982
Junichi Sahara, Executive Officer
Asset Management Company:
Top REIT Asset Management Co., Ltd.
Tatsuya Chiba, President and Representative Director
Inquiries:
Mitsuru Akashi
Director, General Manager Financial Division
TEL. +81-(0)3-3243-2181

2

Notice Concerning Forecasts of Financial Results
for the Fiscal Period Ending February 28, 2017 following the Merger between Nomura Real Estate Master Fund, Inc., andTop REIT, Inc.
As described in “Notice Concerning Execution of Merger Agreement by and between Nomura Real Estate Master Fund, Inc.,and Top REIT, Inc.” which was made public today by Nomura Real Estate Master Fund, Inc. (“NMF”) and Top REIT, Inc.
(“TOP”; and collectively with NMF referred to as the “Investment Corporations” hereinafter), the Investment Corporations
respectively determined at their respective board of directors meetings held today to implement an absorption-type merger, with
NMF as the surviving corporation and TOP as the absorbed corporation (the “Merger”) with the effective date being September 1,
2016, and have entered into a merger agreement dated today. Consequently, the Investment Corporations announced today theforecasts of the financial results for the fiscal period ending February 28, 2017 (September 1, 2016 to February 28, 2017) of NMF,
the surviving corporation after the Merger. The forecasts are summarized as follows.

Total
Distribution Per
Distributions Per
Unit (Excluding Distribution in
OperatingOperating
Ordinary
Net Income
Unit (Including
Distribution in
Excess of Net
Revenues
Distribution in
ProfitIncomeExcess of Net Income Per Unit
Excess of Net(Millions of Yen) (Millions of Yen) (Millions of Yen) (Millions of Yen)
Income)(Yen)
Income)(Yen)(Yen)
Fiscal PeriodEndingFebruary 28,
2017(Third Fiscal
Period)(Reference)

34,493

10,912

8,245

8,244

1,872

Anticipated total number of investment units as of the end of the fiscal period: 4,183,130 units
Anticipated net income per unit: 1,970 yen

3

1,032

2,904

[Notes]
1. The fiscal period for NMF is from March 1 to the end of August and September 1 to the end of February of the following
year, and will not be changed after the Merger.
2.

The forecasts presented in this document are calculated as of today, based on the assumptions set forth in the attached“Assumptions for Forecasts of the Financial Results for the Fiscal Period Ending February 28, 2017 (Third Fiscal Period)”
as an exhibit. The actual operating revenues, operating profit, ordinary income, net income, distributions per unit or otheritems may differ due to future acquisition or disposition of properties, changes in the real estate market, and other factors
affecting NMF. The Investment Corporations do not guarantee the amount of distributions stated above.

3.

In these forecasts, goodwill from the Merger is provisionally estimated to be 23,460 million yen and the goodwill isscheduled to be accounted as assets and amortized using the straight-line method over 20 years on a regular basis, premisedon the adoption of the Accounting Standards for Business Combinations (Accounting Standards Board of Japan Statement
No. 21, as amended on September 13, 2013 (the “Business Combination Accounting Standards”)). The actual amount of
goodwill may differ from the amount stated above. Please refer to “Amortization of goodwill” in the attached“Assumptions for Forecasts of the Financial Results for the Fiscal Period Ending February 28, 2017 (Third Fiscal Period)”
as an exhibit for details.

4.

Distribution in excess of net income per unit consists of distribution of the reserve for temporary difference adjustments
and any other distribution in excess of net income (the “Other Distribution in Excess of Net Income”). It is assumed that, inrespect of 1,032 yen of distribution in excess of net income per unit for the fiscal period ending February 28, 2017 (Third
Fiscal Period), the distribution of the reserve for temporary difference adjustments is expected to be 655 yen and the Other
Distribution in Excess of Net Income is expected to be 377 yen. For your reference, the distribution of the reserve fortemporary difference adjustments is treated as dividends for tax purposes and is subject to withholding. In addition, theOther Distribution in Excess of Net Income falls under a return of capital for tax purposes, and in principle, the large part ofsuch amount is treated as the amount of income generated from transfer of investment units (some part may be treated as
deemed dividend).

5.

The forecasts may be revised if a certain variance from the forecasts mentioned above is expected.

6.

Amounts less than the stated units are rounded down.

4

[Exhibit]
Assumptions for Forecasts of the Financial Results for the Fiscal PeriodEnding February 28, 2017 (Third Fiscal Period)

Item
Calculation period

Assumptions

 Third Fiscal Period: September 1, 2016 to February 28, 2017
 In addition to 252 properties currently held by NMF as of today, it is assumed that (i) NMF will
succeed 19 properties on September 1, 2016, the effective date of the Merger, out of theproperties held by TOP as of today, which excludes Kojima × BIC Camera, Kashiwa store
which will be sold on August 25, 2016; and (ii) NMF will acquire Landport Kashiwa Shonan II(the “Asset to be Acquired”) on September 1, 2016, as stated in the “Notice Concerning
Property Acquisition and Disposition” released as of May 9, 2016.

Assets under management

 Other than the foregoing, it is assumed that there will be no changes in assets undermanagement (new property acquisitions or sales of portfolio properties) through the end of the
Fiscal Period Ending February 28, 2017 (Third Fiscal Period).

 The forecasts may be revised due to actual changes in the portfolio or other reasons.
 Rental revenues are estimated based on the tenant trends, competitive properties located in
Operating revenues

adjacent areas, and the real estate market conditions, among other factors, and assume that
there are no arrears and nonpayment cases.

 In respect of real estate rental expenses, which constitute the principal component of operating
expenses, expenses other than depreciation and amortization are calculated based on thehistorical data reflecting factors that may cause expenses to fluctuate.

 ¥16,123 million is estimated for real estate rental expenses.
 It is estimated that ¥3,019 million of property and other tax will be recorded as real estate rental
expenses. In general, the fixed asset taxes and urban planning taxes of the Asset to be
Acquired are divided between the seller and the purchaser on a pro-rata basis based on holding
period and settled at the time of acquisition, and such taxes are deemed as acquisition costs andare not included in the expenses.

 ¥3,080 million of property management costs is estimated to be recorded as real estate rental
expenses.
Operating expenses(excluding amortization of
goodwill) Expenses for repairs and maintenance required for each fiscal period are calculated as real estate
rental expenses, based on the mid-to-long term repair plans each of the asset managementcompanies of NMF and TOP has respectively established. However, the actual expenses forrepairs and maintenance for the relevant fiscal period may differ significantly from theestimates due to expenses for urgent repair on damages to a building caused by events difficult
to foresee, and the tendency for significant fluctuation in amounts year by year or expenses forcertain types of repair not required periodically.

 ¥4,783 million of depreciation is estimated to be recorded as real estate rental expenses.
However, the book values of the properties that will be succeeded to NMF from TOP as of theeffective date of the Merger are not fixed and may be revised.

 Merger expenses are estimated to be ¥1,377 million.
 Other operating expenses (including fees payable to the asset management company, thecustodian of assets and the general administrators) are estimated to be ¥4,924 million.


Amortization of goodwill

Goodwill is expected to accrue upon the Merger and will be accounted as assets and amortizedusing the straight-line method over 20 years on a regular basis pursuant to the Business
Combination Accounting Standards. Currently, the amount of goodwill accrued upon the
Merger is provisionally estimated to be ¥23,460 million. Such amount is calculated on theassumption that NMF will succeed the assets (¥149,773 million in total) and liabilities(¥97,749 million in total) from TOP, the acquiree under such accounting standards, and the5acquisition cost of the merger will be ¥75,485 million (calculated based on the closing price(¥163,700) of the investment unit of NMF, the acquirer under such accounting standards, on
May 20, 2016, which will be allotted as the consideration for the acquisition). However, theamount of goodwill is not fixed and may be subject to changes.



The amount of amortization of goodwill is estimated to be ¥2,533 million, which is calculated
by totaling (i) amortization expenses (¥1,946 million) for the goodwill held by NMF (¥76,252
million) as of the end of the first fiscal period, and (ii) amortization expenses (¥586 million)
for the goodwill accrued upon the Merger (¥23,460 million).

 Amortization of goodwill is an item that causes a difference between accounting and tax
treatment and may result in the imposition of corporation tax or other tax. NMF intends tomake distributions in excess of net income for the purpose of tax relief during the goodwill
amortization period, and it is expected that NMF will be able to avoid such taxation.
Non-operating expenses

 Interest expenses and other borrowing related expenses are estimated to be ¥2,658 million.
 As of today, the outstanding interest-bearing liabilities of NMF are ¥401,043 million, consistingof the amount of ¥368,543 million of outstanding borrowings and the amount of ¥32,500
million of investment corporation bonds (including short term investment corporation bonds).

 In addition to the above, it is assumed that NMF will succeed ¥90,185 million of theoutstanding interest-bearing liabilities of TOP as of today.

 Of the portions of the borrowings (¥66,424 million) that will become due and payable by theend of the Fiscal Period Ending February 28, 2017 (Third Fiscal Period), it is assumed thatNMF will repay ¥2,181 million by using cash on hand, and refinance the entire remaining
amount through borrowings. While portions of the investment corporation bonds will reachmaturity by the end of the same fiscal period (in the amount of ¥5,000 million in total), it isassumed that NMF will redeem such bonds through the funds raised by borrowings or otherfunding methods.

Interest-bearing liabilities

 It is assumed that NMF will conduct new borrowings (¥10,000 million) as of September 1,
2016, for the funds for the acquisition of the Asset to be Acquired.

 It is assumed that, through the end of the Fiscal Period Ending February 28, 2017 (Third Fiscal
Period), there will be no changes in the amount of the outstanding interest-bearing liabilities,
other than as stated above.

 It is assumed that, in addition to the 3,722,010 investment units of NMF issued and outstanding
as of today, NMF will issue 461,120 new investment units due to the Merger and the total
number of investment units will be 4,183,130.
Investment units The number of new investment units to be issued by NMF due to the Merger is currently not
fixed and will be changed due to rounding or other factors.

 Other than the above, it is assumed that no additional investment units will be issued throughthe end of the Fiscal Period Ending February 28, 2017 (Third Fiscal Period).

 Distribution per unit is calculated according to the NMF’s distribution policy outlined in its
Articles of Incorporation.

 NMF expects that it will record the deferred loss on hedge of the interest rate swap in respect of
its transactions in the amount of ¥2,867 million as the valuation and conversion adjustments,
etc., for the fiscal period ending February 28, 2017 (Third Fiscal Period), the same amount as
the first fiscal period. Also, the deferred loss on hedge of TOP to be succeeded through the
Merger is expected to be ¥412 million, and the distribution per unit (excluding the distribution
in excess of net income) is calculated by deducting said amounts from the distributable amount.

Distributions per unit 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 in excess of net
income per unit

The amount of distribution in excess of net income is estimated on the assumption that, for the
purpose of tax relief, NMF will distribute the amount equivalent to the total amount of theamortization of goodwill and any other items that will cause a difference between accounting
and tax treatment, and may result in the imposition of corporation tax or other tax. In order
to alleviate the impact of the amortization of goodwill and other merger related expenses (the“Merger Expenses”) on distributions, the above estimate is based on the assumption that, if thetotal amount of the difference between accounting and tax treatment for the relevant fiscal
period is less than the Merger Expenses, NMF will make a distribution in excess of net income
by adding such amount, up to the amount of the Merger Expenses, within the limit as6

prescribed by the regulations of the Investment Trusts Association, Japan (the “Investment
Trusts Association Japan Regulations”); (i) with respect to the amount of the distribution equal
to the increase of the reserve for temporary difference adjustments, the entire amount thereofand (ii) with respect to the amount of the distribution equal to the Other Distribution in Excessof Net Income (i.e., ordinary distribution in excess of net income), the amount equivalent to60/100 of the total amount of the depreciation and amortization recorded as of the end of therelevant fiscal period less the total amount of the depreciation and amortization recorded as ofthe end of the immediately preceding fiscal period).



It is assumed that in respect of the ¥1,032 distribution in excess of net income per unit for the
Fiscal Period Ending February 28, 2017 (Third Fiscal Period), the distribution of the reserve
for temporary difference adjustments is expected to be ¥655 and the Other Distribution in
Excess of Net Income is expected to be ¥377.



It is assumed that there will be no amendments in legislation, taxation, accounting principles,
listing requirements, the Investment Trusts Association Japan Regulations or other laws or
regulations that would affect the above forecasts.



It is assumed that there will be no material changes in general economic conditions and realestate markets.

Others7