[For Translation Purposes Only]
October 14, 2016

For Immediate Release
To Whom It May Concern

Nomura Real Estate Master Fund, Inc.
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 OkadaHead of NMF Investment Management Group
TEL. +81-3-3365-8767 nmf3462@nomura-re.co.jp

Notice Concerning Decision of Financial Results for the Fiscal Period
Ended August 31, 2016 (Final Fiscal Period) of Top REIT, Inc. and Cash Distributions on Merger
Nomura Real Estate Master Fund, Inc. (“NMF”) announced today the decisions of the financial results for the fiscal period
ended August 31, 2016 (final fiscal period) of Top REIT, Inc. (“TOP”), which merged with NMF effective on September 1,
2016 (the “Merger”), and the cash distribution on merger as follows.
1. TOP’s Financial Results and Cash Distribution on Merger
OperatingOperating
Revenues
IncomeOrdinary
Income(Millions of Yen)

(Millions of Yen)

(Millions of Yen)

3,606

1,524

1,019

Period ended

August 31, 2016Net Income(Millions of Yen)

1,019

Cash Distributionon Merger
Per Unit (Yen)
5,671[Notes]1.

The financial result for TOP is for the four months period from May 1, 2016 to August 31, 2016.

2.

Instead of cash distributions for TOP’s final fiscal period, NMF will make a cash distribution on merger to the unitholders listed or recorded on the final
unitholders register of TOP as of the day immediately prior to the effective date of the Merger, in an amount equivalent to the cash distributions for thefinal fiscal period based on TOP’s distributable profit (the payment on merger will be the amount of distributable profit of TOP as of the dayimmediately prior to the date of the Merger divided by the number of investment units issued and outstanding of TOP, as of the day immediately prior
to the date of the Merger (amounts less than one yen are rounded down)).

3.

Amounts less than the stated units are rounded down.

2. Scheduled date of commencement of Cash Distribution on Merger payout
November 25, 2016
【Exhibit】
Reference Material “Reference information of the grounds of TOP’s Cash Distribution on Merger”*Nomura Real Estate Master Fund, Inc. URL: http://www.nre-mf.co.jp/english/
1≪Reference information of the grounds of TOP’s Cash Distribution on Merger ≫Balance Sheet
Thousands of Yen

As of August 31, 2016
AssetsCurrent assets
Cash and bank deposits
Cash and bank deposits in trust
Rental receivables
Prepaid expenses
Other accounts receivables
Income taxes receivable
Total current assets
Noncurrent assets
Property and equipment
Buildings in trust
Less accumulated depreciation
Buildings in trust, net
Structures in trust
Less accumulated depreciation
Structures in trust, net
Machinery and equipment in trust
Less accumulated depreciation
Machinery and equipment in trust, net
Tools, furniture and fixtures in trust
Less accumulated depreciation
Tools, furniture and fixtures in trust, net
Land in trust
Total property and equipment
Intangible assets
Leasehold rights in trust
Other intangible assets in trust
Total intangible assets
Investments and other assets
Security deposits
Long-term prepaid expenses
Other
Total investments and other assets
Total noncurrent assets
Total assets

2

6,552,487
3,761,416
132,875
244,069
61,617
7
10,752,474

65,902,771(20,986,059)
44,916,711
702,228(398,143)
304,084
323,237(255,046)
68,191
300,603(193,960)
106,643
125,831,901
171,227,532
7,348
959
8,307
10,000405,796
269,606
685,402
171,921,242
171,921,242

Thousands of YenLiabilities
Current liabilities
Trade accounts payable
Current portion of long-term debt
Other accounts payable
Accrued expenses
Accrued income taxes
Accrued consumption taxes
Rent received in advance
Derivative liabilities
Other current liabilities
Total current liabilities
Long-term liabilities
Long-term debt
Security deposits from tenants in trust
Long-term advanced received
Total long-term liabilities
Total liabilities
Net assets
Unitholders' equity
Unitholders' capital
Deduction from unitholders' capital
Allowance for temporary difference adjustment
Other deduction from unitholders' capital
Deduction from unitholders' capital
Unitholders' equity (Net)SurplusRetained earnings
Total surplus
Total unitholders' equity
Valuation and translation adjustments
Deferred gains or losses on hedges
Total valuation and translation adjustments
Total net assets
Total liabilities and net assets

3

As of August 31, 2016

313,733
41,362,500
147,956
32,000403
168,513699,49821,432
4,730
42,750,769
48,755,000
4,482,954
136
53,238,091
95,988,861

91,143,100(2,016,960)(3,439,403)(5,456,363)
85,686,736
1,019,485
1,019,485
86,706,222(21,366)(21,366)
86,684,855
182,673,717

Statement of Income and Retained Earnings
Thousands of Yen
Current period
from May 1, 2016
to Aug. 31, 2016
Operating revenues
Rental revenues
Other rental revenues

3,575,104
22,218Gain on sales of real estate

9,409

Total operating revenues
Operating expenses
Real estate rental expenses
Asset management fees
Asset custody fee
Administrative service fees
Directors' compensations
Audit fee
Other operating expenses
Total operating expenses
Operating profit
Non-operating revenues
Interest income
Reversal of dividends payable
Co-sponsor fee
Total non-operating revenues
Non-operating expenses
Interest expenses
Loan arrangement fees
Amortization of investment unit issuance expenses
Merger expenses
Other non-operating expenses
Total non-operating expenses
Ordinary income
Income before income taxes
Income taxes-current
Total income taxes
Net income
Retained earnings at end of period

43,606,7321,716,165
217,163
5,511
64,305
4,200
11,70063,2292,082,275
1,524,456
52
581
1,200
1,833
189,843
84,114
6,678
209,511
16,253
506,401
1,019,888
1,019,888
403
403
1,019,485
1,019,485

Statement of Changes in Net Assets

Current period (from May 1, 2016 to August 31, 2016)(Unit: thousand yen)
Unitholders' equity
Surplus
Voluntary retained
earnings

Deduction from unitholders' capital

Unitholders'
Unitholders' Allowance
Otherfor
Deduction
Totalcapital
equity (Net) Reserve fordeduction
temporaryfrom
voluntary
fromreduction
difference
unitholders'retained
unitholders'entry
adjustment
capitalearnings
capitalBalance at thebeginningofcurrent period
Changesofitems during theperiod
Reversalofreserve
forreduction entry
Disposition oflosses
Distribution
in excess of Net
IncomeperUnit
Net income
Net changes of
items other thanshareholders'equityTotal changesof items during
the period
Balance at theend of current
period91,143,100――(3,439,403)(2,016,960)

91,143,100

91,143,100―(3,439,403)(3,439,403)(2,016,960)(2,016,960)

136,596

136,596(3,575,999)(3,439,403)

87,703,696(136,596)(136,596)

136,596――

3,439,403

3,439,403―(2,016,960)

1,019,485

1,019,485

1,019,485(2,016,960)(3,439,403)(5,456,363)(5,456,363)(136,596)(136,596)

4,595,485

4,458,888( 997,474)(2,016,960)(3,439,403)(5,456,363)

85,686,736――

1,019,485

1,019,485

86,706,222

Valuation and translation adjustments
Total net assets

Deferred gains or losses Total valuation andon hedges
translation adjustments
Balance at thebeginningofcurrent period
Changesofitems during theperiod
Reversalofreservefor
reduction entry
Disposition oflosses
Distribution
in excess of Net
Income per Unit
Net income
Net changes of
items other thanshareholders'equityTotal changes of
items during theperiod
Balance at theend of current
periodTotalunitholders'
Retained
Total surplus equity
earnings( 32,846)(32,846)

87,670,850――(2,016,960)
1,019,485

11,480

11,480

11,480

11,480

11,480(985,994)(21,366)(21,366)

86,684,855

5

Statement of Cash Distributions
Current period
from May 1, 2016
to Aug. 31, 2016
I. Retained earnings at end of period
II. Amount of distributions[Amount of distributions per investment
unit]
Amount of profit distributions[Amount of profit distributions perinvestment unit]
III. Retained earnings brought forward
Calculating method for distribution amount

1,019,485,517 yen
998,096,000 yen[5,671 yen]
998,096,000 yen[5,671 yen]
21,389,517 yen
Based on Article 9 of the merger agreement
concluded between TOP and NMF on May 26, 2016,
TOP is to pay a merger distribution to the unitholders
recorded on the final unitholders register for TOP on
August 31, 2016, the day before the merger takes
effect on September 1, 2016. The per-unit amount of
this distribution is specified as that reached by dividing
TOP’s entire distributable profit as of August 31, 2016
by the number of TOP’s investment units issued andoutstanding as of the same day (with any amount lessthan one yen truncated). In line with this policy, TOP
decided to pay a distribution of ¥998,096,000, thehighest whole-number multiple of the number of its
investment units issued and outstanding, 176,000, that
does not exceed the amount of profit for the period
under review specified in Article 136 Paragraph 1 of
the Act on Investment Trusts and Investment
Corporations.

6