-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NU1QmZy3lUNo/dFs+ZN/UH0sR3P3kKP4N5xoPW3b4xx3fDtyaOeqBaDgAzvYco// Rk6PrYWb8qsQsrG4LPebVw== 0001099343-07-000077.txt : 20070727 0001099343-07-000077.hdr.sgml : 20070727 20070726190139 ACCESSION NUMBER: 0001099343-07-000077 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070727 DATE AS OF CHANGE: 20070726 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEUBERGER BERMAN REAL ESTATE INCOME FUND INC CENTRAL INDEX KEY: 0001187520 IRS NUMBER: 550799916 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80024 FILM NUMBER: 071004391 BUSINESS ADDRESS: STREET 1: 605 THIRD AVENUE, 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10158 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEUBERGER BERMAN REAL ESTATE INCOME FUND INC CENTRAL INDEX KEY: 0001187520 IRS NUMBER: 550799916 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80024 FILM NUMBER: 071004392 BUSINESS ADDRESS: STREET 1: 605 THIRD AVENUE, 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10158 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOLA BROWN TRUST 1B CENTRAL INDEX KEY: 0001247992 IRS NUMBER: 000000000 STATE OF INCORPORATION: AK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 3301 C STREET CITY: ANCHORAGE STATE: AK ZIP: 99503 BUSINESS PHONE: 303-444-5483 MAIL ADDRESS: STREET 1: 3301 C STREET CITY: ANCHORAGE STATE: AK ZIP: 99503 SC TO-T/A 1 sctoamend14.txt SCHEDULE TO AMENDMENT NO. 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 14) NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. (Name of Subject Company (Issuer)) LOLA BROWN TRUST NO. 1B (Name of Filing Persons (Offerors)) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 64126D106 (CUSIP Number of Class of Securities) Stephen C. Miller, Esq. Joel L. Terwilliger, Esq. Krassa & Miller, LLC 2344 Spruce Street, Suite A Boulder, Colorado 80302 (303) 442-2156 Copy to: Thomas R. Stephens, Esq. Bartlit Beck Herman Palenchar & Scott 1899 Wynkoop Street, 8th Floor Denver, Colorado 80202 (303) 592-3100 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Calculation of Filing Fee Transaction Valuation* Amount of Filing Fee** $36,299,250 $4,599.12 - -------------------- * Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying shares of the subject company 1,825,000 (number of shares originally sought) by $19.89 (the purchase price per share offered by the Lola Brown Trust No. 1B and the Ernest Horejsi Trust No. 1B). ** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $126.70 per million of the aggregate amount of the cash offered by the Lola Brown Trust No. 1B and the Ernest Horejsi Trust No. 1B. |X| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $4,599.12 Filing Party: LOLA BROWN TRUST NO. 1B Form or Registration Number: Schedule TO-T Date Filed: September 10, 2004 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |X| third-party tender offer subject to Rule 14d-1. |_| issuer tender offer subject to Rule 13e-4. |_| going private transaction subject to Rule 13e-3. |X| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| CUSIP No. 64126D106 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Lola Brown Trust No. 1B - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Alaska - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 463,200 Shares Bene- ficially Owned 8. Shared Voting Power by Each Reporting 9. Sole Dispositive Power 463,200 Person With 10. Shared Dispositive Power - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 463,200 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Reported by Amount in Row (11) 11.1% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO AMENDMENT NO. 14 TO SCHEDULE TO This Amendment No. 14 to the Tender Offer Statement on Schedule TO is being filed by the Lola Brown Trust No. 1B, an irrevocable grantor trust domiciled and administered in Alaska (the "Trust"), and amends and supplements the Tender Offer Statement initially filed with the Securities and Exchange Commission ("SEC") on September 10, 2004 by the Trust together with the Ernest Horejsi Trust No. 1B, an irrevocable grantor trust domiciled and administered in Alaska (the "Ernest Trust" and, together with the Lola Trust, the "Trusts"), as amended by Amendment No. 1 to Schedule TO filed by the Trusts with the SEC dated October 1, 2004, Amendment No. 2 to Schedule TO filed by the Trusts with the SEC dated October 7, 2004, Amendment No. 3 to Schedule TO filed by the Trusts with the SEC dated October 14, 2004, Amendment No. 4 to Schedule TO filed by the Trusts with the SEC dated October 26, 2004, Amendment No. 5 to Schedule TO filed by the Trusts with the SEC dated November 5, 2004, Amendment No. 6 to Schedule TO filed by the Trusts with the SEC dated January 25, 2005, Amendment No. 7 to Schedule TO filed by the Trust with the SEC dated May 24, 2005, Amendment No. 8 to Schedule TO filed by the Trust with the SEC dated September 13, 2005, Amendment No. 9 to Schedule TO filed by the Trust with the SEC dated January 3, 2006, Amendment No. 10 to Schedule TO filed by the Trust with the SEC dated April 25, 2006, Amendment No. 11 to Schedule TO filed by the Trust with the SEC dated August 14, 2006, Amendment No. 12 to Schedule TO filed by the Trust with the SEC dated December 8, 2006, and Amendment No. 13 to Schedule TO filed by the Trust with the SEC dated April 2, 2007 (collectively, the "Original Schedule TO"). This Schedule TO relates to the Offer by the Trust to purchase up to 1,620,000 issued and outstanding shares of common stock, par value $0.0001 per share (the "shares"), of Neuberger Berman Real Estate Income Fund Inc., a Maryland corporation ("NRL"), at a price of $19.89 per share, net to the seller in cash (subject to applicable withholding of United States federal, state and local taxes), without interest. The offer is set forth in the Supplement No. 7 dated July 27, 2007 ("Seventh Amended Supplement"), which amends the Supplement No. 6 dated April 3, 2007 and which relates to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended ("Sixth Amended Supplement"), which amends the Supplement No. 5 to the Offer to Purchase dated December 8, 2006 and which relates to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended (the "Fifth Amended Supplement"), the Supplement No. 4 dated August 14, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended (the "Fourth Amended Supplement"), the Supplement No. 3 dated April 25, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended (the "Third Amended Supplement"), the Supplement No. 2 dated January 3, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended (the "Second Amended Supplement"), the Supplement dated September 13, 2005 relating to the Amended and Restated Offer to Purchase dated May 24, 2005 (the "First Amended Supplement"), the Amended and Restated Offer to Purchase dated May 24, 2005 (the "Restated Offer to Purchase") and in the related letter of transmittal (which, together with the Supplement No, 5, Fifth Amended Supplement, Fourth Amended Supplement, the Third Amended Supplement, the Second Amended Supplement, the First Amended Supplement, the Restated Offer to Purchase, and any amendments or supplements hereto or thereto, collectively constitute the "Offer"). Copies of the Sixth Amended Supplement, Fifth Amended Supplement, Fourth Amended Supplement, Third Amended Supplement, Second Amended Supplement, First Amended Supplement, the Restated Offer to Purchase, and the letter of transmittal are attached as Exhibits (a)(57), (a)(53), (a)(49), (a)(45), (a)(41), (a)(37), (a)(32) and (a)(2), respectively, to the Original Schedule TO, as amended. A copy of Supplement No. 7 is attached as Exhibit (a)(61) hereto. Items 1 through 9 and 11 of the Original Schedule TO are hereby amended by expressly incorporating by reference the information in the Seventh Amended Supplement, and Item 12 is hereby amended by the information set forth below with respect to that item. Item 10. Financial Statements. Financial information regarding the Trust is set forth on the pages numbered F-1 to F-2 hereto. Item 12. Exhibits. The following Exhibits are added: Exhibit Description (a) (61) Form of Supplement No. 7 dated July 27, 2007. (62) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (63) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (64) Form of Press release issued by the Lola Brown Trust No. 1B on July 27, 2007. LOLA BROWN TRUST NO. 1B Financial Statements
BALANCE SHEET (unaudited) As of June 30, ---------------------------------------- ------------------ -- ------------------ 2007 2006 ------------------ ------------------ ASSETS Current Assets Cash $52,275.39 $29,653.09 Other Current Assets 8,106,057.40 11,785,063.80 ------------------ ------------------ Total Current Assets 8,158,332.79 11,814,716.89 Fixed Assets 739,479 8,705,690 Other Assets 528,901,385 455,297,518 ------------------ ------------------ TOTAL ASSETS $537,799,197 $475,817,925 ================== ================== LIABILITIES & EQUITY Liabilities Current Liabilities (58,487) 796,944 ------------------ ------------------ Total Liabilities (58,487) 796,944 Equity 537,857,683 475,020,981 ------------------ ------------------ TOTAL LIABILITIES & EQUITY $537,799,197 $475,817,925 ================== ==================
PROFIT & LOSS (unaudited) Year-end June 30, ----------------------------------------- ------------------ ------------------- 2007 2006 ------------------ ------------------- INCOME Capital Gains 16,012 2,733,509 Dividend Income 429,161 321,282 Interest Income 1,126,705 1,050,888 Other Income 0.00 2.04 ------------------ ------------------- TOTAL INCOME 1,571,997 4,105,681 EXPENSE Interest Expense 2,060 18,382 Investment Expense 0.00 194,453 Tax Expense 2,026,439 2,862,126 Other Expense 89,507 62,301 ------------------ ------------------- TOTAL EXPENSE 2,118,006 3,173,262 ------------------ ------------------- NET INCOME (LOSS) $(546,010) $932,419 ================== ===================
Ratio of Earnings to Fixed Charges (unaudited)
As of: June 30, 2007 December 31, 2006 December 31, 2005 Net Income (Loss) (546,010) 7,508,347 (1,718,006) Interest expense 2,060 20,629 25,321 Ratio of Earnings to fixed charges (264.07)x 364.98x (66.85)x Deficiency Amount
SIGNATURE After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 27, 2007 Lola Brown Trust No. 1B /s/ Stephen C. Miller By: Name: Stephen C. Miller Title: President of Badlands Trust Company, trustee of the Lola Brown Trust No. 1B EXHIBIT INDEX Exhibit Description (a) (1) Offer to Purchase, dated September 10, 2004.[1] (2) Letter of Transmittal.[1] (3) Notice of Guaranteed Delivery.[1] (4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[1] (5) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[1] (6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.[1] (7) Summary Advertisement, as published in the Wall Street Journal on September 10, 2004.[1] (8) Supplement dated October 1, 2004 Relating to the Offer to Purchase dated September 10, 2004.[2] (9) Copy of Complaint dated September 23, 2004.[2] (10) Letter dated September 14, 2004 from counsel for the board of directors of NRL to Mr. Horejsi.[2] (11) Letter dated September 16, 2004 from the Trusts to the special committee of the board of directors of NRL.[2] (12) Press release issued October 1, 2004.[2] (13) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[2] (14) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[2] (15) Press release issued October 7, 2004.[3] (16) Copy of Counter-Claims dated October 7, 2004.[3] (17) Supplement No. 2 dated October 14, 2004 Relating to the Offer to Purchase dated September 10, 2004, as amended.[4] (18) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[4] (19) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[4] (20) Press release issued October 14, 2004.[4] (21) Supplement No. 3 dated October 26, 2004 Relating to the Offer to Purchase dated September 10, 2004, as amended.[5] (22) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[5] (23) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[5] (24) Press release issued October 26, 2004.[5] (25) Memorandum Opinion dated October 22, 2004 issued by the United States District Court for the District of Maryland.[5] (26) Declaratory Judgment Order dated October 22, 2004 issued by the United States District Court for the District of Maryland.[5] (27) Supplement No. 4 dated January 25, 2005 Relating to the Offer to Purchase dated September 10, 2004, as amended.[6] (28) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[6] (29) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[6] (30) Press release issued January 25, 2005.[6] (31) Letter from Stewart R. Horejsi to the Board of Directors of Neuberger Berman Real Estate Income Fund Inc. dated September 9, 2004.[7] (32) Amended and Restated Offer to Purchase dated May 24, 2005 Relating to the Offer to Purchase dated September 10, 2004, as Amended.[7] (33) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[7] (34) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[7] (35) Press release issued May 24, 2005.[7] (36) Letter from Stewart R. Horejsi to stockholders of Neuberger Berman Real Estate Income Fund Inc. dated May 24, 2005.[7] (37) Supplement dated September 13, 2005 relating to the Amended and Restated Offer to Purchase dated May 24, 2005.[8] (38) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[8] (39) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[8] (40) Press release issued September 13, 2005.[8] (41) Supplement No. 2 dated January 3, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended.[9] (42) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[9] (43) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[9] (44) Press release issued January 3, 2006.[9] (45) Supplement No. 3 dated April 25, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended.[10] (46) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[10] (47) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[10] (48) Press release issued April 25, 2006.[10] (49) Supplement No. 4 dated August 14, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended.[11] (50) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[11] (51) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[11] (52) Press release issued August 14, 2006.[11] (53) Supplement No. 5 dated December 8, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended.[12] (54) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[12] (55) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[12] (56) Press release issued December 8, 2006.[12] (57) Form of Supplement No. 6 dated April 3, 2007.[13] (58) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[13] (59) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[13] (60) Form of Press release issued by the Lola Brown Trust No. 1B on April 3, 2007.[13] (61) Form of Supplement No. 7 dated July 27, 2007. (62) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (63) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (64) Form of Press release issued by the Lola Brown Trust No. 1B on July 27, 2007. (b) Cash Management Account Agreement between the Lola Trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated.* (d) Not Applicable (g) Not Applicable (h) Not Applicable [1] Previously filed with the SEC on September 10, 2004 (accession no. 0001099343-04-000021). [2] Previously filed with the SEC on October 1, 2004 (accession no. 0001099343-04-000026). [3] Previously filed with the SEC on October 7, 2004 (accession no. 0001099343-04-000029) [4] Previously filed with the SEC on October 14, 2006 (accession no. 0000922996-04-000078) [5] Previously filed with the SEC on October 26, 2004 (accession no. 0001099343-04-000030) [6] Previously filed with the SEC on January 25, 2005 (accession no. 0001099343-05-000005) [7] Previously filed with the SEC on May 24, 2005 (accession no. 0001099343-05-000024) [8] Previously filed with the SEC on September 13, 2005 (accession no. 0001099343-05-000035) [9] Previously filed with the SEC on January 3, 2006 (accession no. 0001099343-06-000001) [10] Previously filed with the SEC on April 25, 2006 (accession no. 0001099343-06-000026) [11] Previously filed with the SEC on August 14, 2006 (accession no. 0001099343-06-000037) [12] Previously filed with the SEC on December 8, 2006 (accession no. 0001099343-06-000053) [13] Previously filed with the SEC on April 2, 2007 (accession no. 0001099343-07-000049) * Previously filed with the SEC. EX-99.A61 2 exa61offertopurch.txt EXHIBIT (A)(61) OFFER TO PURCHASE Exhibit (a)(61) - -------------------------------------------------------------------------------- Supplement No. 7 Dated July 27, 2007 - -------------------------------------------------------------------------------- LOLA BROWN TRUST NO. 1B Has Amended Its Offer to Purchase for Cash Up to 1,620,000 Outstanding Shares of Common Stock of NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. at $19.89 Net Per Share THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED, AND WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, AUGUST 17, 2007, UNLESS THE OFFER IS FURTHER EXTENDED. THE OFFER IS NOT CONDITIONED UPON THE RECEIPT OF FINANCING OR UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE "THE OFFER -- SECTION 14." NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THE OFFER OR THIS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IMPORTANT Any stockholder desiring to tender all or any portion of the stockholder's shares should either: |X| Request the stockholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for the stockholder. A stockholder whose shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if the stockholder desires to tender such shares; or |X| Complete and sign the letter of transmittal (or a facsimile thereof) in accordance with the instructions in the letter of transmittal, have the stockholder's signature guaranteed if required by Instruction 1 to the letter of transmittal, mail or deliver the letter of transmittal (or such facsimile), or, in the case of a transfer effected pursuant to the book-entry transfer procedures set forth in "THE OFFER -- Section 7," transmit an "agent's message" (as defined in "THE OFFER -- Section 6"), and any other required documents to the depositary and either deliver the certificates for such shares to the depositary along with the letter of transmittal (or such facsimile) or deliver the shares pursuant to the book-entry transfer procedures set forth in "THE OFFER -- Section 7." If a stockholder desires to tender shares and the share certificates are not immediately available, or the procedure for book-entry transfer cannot be completed on a timely basis, or time will not permit all required documents to reach the depositary prior to the "expiration date" (as defined herein), then the tender may be effected by following the procedure for guaranteed delivery set forth in "THE OFFER -- Section 7." Questions and requests for assistance may be directed to MacKenzie Partners, Inc., the information agent, at the address and telephone number set forth on the back cover of this offering document. Additional copies of this offering document, the letter of transmittal, the notice of guaranteed delivery and other related materials may be obtained from the information agent. THE INFORMATION AGENT FOR THIS OFFER IS: [GRAPHIC OMITTED] MacKenzie Partners, Inc. (212) 929-5500 (collect) or (800) 322-2885 (toll-free) The following Supplement No. 7 dated July 27, 2007 (the "Seventh Supplement") relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended by Supplement No. 6 dated April 3, 2007 (`the Sixth Supplement") relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended by Supplement No. 5 (the "Fifth Supplement") (which, together with the Supplement No. 4 dated August 14, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended (the "Fourth Supplement"), the Supplement No. 3 dated April 25, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended (the "Third Supplement"), the Supplement No. 2 dated January 3, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended (the "Second Supplement"), the Supplement dated September 13, 2005 relating to the Amended and Restated Offer to Purchase dated May 24, 2005 (the "First Supplement"), the Amended and Restated Offer to Purchase dated May 24, 2005 (the "Restated Offer"), any further amendments or supplements thereto, and the related letter of transmittal, as amended, collectively constitute the "Offer"), is provided by the Lola Brown Trust No. 1B, an irrevocable grantor trust domiciled and administered in Alaska (the "Trust", and also referred to herein as "we," "our" or "us"), pursuant to which the Trust is offering to purchase up to 1,620,000 of the outstanding shares of common stock, par value $0.0001 per share (the "shares") of Neuberger Berman Real Estate Income Fund Inc., a Maryland corporation ("NRL"), not owned by the Trust, at a price of $19.89 per share, net to the seller in cash (subject to applicable withholding of United States federal, state and local taxes), without interest, upon the terms and subject to the conditions as set forth in the Offer. Except as otherwise set forth in this Seventh Supplement, the terms and conditions set forth in the Sixth Supplement, the Fifth Supplement, the Fourth Supplement, the Third Supplement, the Second Supplement, the First Supplement, the Restated Offer to Purchase, and the letter of transmittal are applicable in all respects to the Offer. The information set forth below should be read in conjunction with the Sixth Supplement, the Fifth Supplement, the Fourth Supplement, the Third Supplement, the Second Supplement, the First Supplement, the Restated Offer to Purchase, and the letter of transmittal and terms not defined herein which are defined in the Restated Offer to Purchase have the meanings ascribed to them in the Restated Offer to Purchase. QUESTIONS AND ANSWERS How have you amended the offer? We are amending our offer to extend the expiration date and to provide you with information regarding NRL's adoption of a new poison pill set forth below in this Supplement. We have not changed the number of shares we are offering to purchase, the offer price, the procedures for tendering and withdrawing shares, or any of the other terms of our offer other than the expiration date. What is the new expiration date for the offer? We are extending the expiration date for the offer to 5:00 P.M., New York City Time on Friday, August 17, 2007, unless further extended. Why did you extend the expiration date for the offer? In order to halt the Offer, the NRL Board adopted a series of ten successive stockholder rights plans, or poison pills, which are required by federal law to expire no later than 120 days after the issuance of rights under each such plan. The first poison pill was adopted by NRL's Board of Directors in September of 2004 and expired on January 21, 2005, the second poison pill was adopted on January 18, 2005 and expired on May 18, 2005, the third poison pill was adopted on May 13, 2005 and expired on September 11, 2005, the fourth poison pill was adopted on September 1, 2005 and expired on December 23, 2005, the fifth poison pill was adopted on December 21, 2005 and expired on April 17, 2006, the sixth poison pill was adopted on April 12, 2006 and expired on August 10, 2006, the seventh poison pill was adopted on August 7, 2006 and expired on December 5, 2006, the eighth poison pill was adopted on December 1, 2006 and expired on March 30, 2007, and the ninth poison pill was adopted March 22, 2007 and expired on July 20, 2007. Our offer was scheduled to expire on July 27, 2007. NRL's board has now adopted its tenth poison pill in furtherance of its previous nine poison pills. This tenth poison pill is scheduled to expire on November 13, 2007. We continue to believe that these serial poison pills do not serve the best long-term interests of NRL's stockholders. Currently we are engaged in settlement discussions with respect to the ongoing litigation discussed herein. The discussions with the NRL Board may result in material changes in our tender offer. We have been unable to close the offer because of the ongoing litigation against NRL's adoption of ten consecutive poison pills as well as certain of the other steps NRL has taken to halt the offer. On October 22, 2004, the federal court in Maryland issued an order upholding the validity of NRL's first poison pill. We filed an appeal of this order to the United States Court of Appeals for the Fourth Circuit. The appeals court dismissed our appeal on January 25, 2005, with permission to refile our appeal once all matters in the litigation have been resolved at the trial court level. In November and December of 2005, NRL and we filed motions for summary judgment with the trial court with respect to the matters on which the trial court did not rule in its prior order, and those motions were argued and submitted to the district court in April 2006. In May 2007, the trial court decided on all but one of the pending claims in the litigation and upheld the Fund's principal takeover defenses, including, among other things, the Fund's adoption of the poison pill and the Fund's decision to opt into the Maryland Control Share Acquisition Act. We are presently exploring the feasibility of appealing this decision. If I already tendered my shares in the offer, do I have to do anything now? No. Stockholders who validly tendered their shares previously and have not withdrawn them do not have to take any further action. If the Offer is completed, these shares will be accepted for payment and the tendering stockholders will receive the offer price of $19.89 per share in cash, without interest, less any required withholding taxes, subject to proration if more shares have been tendered in the Offer than we have offered to buy. See "THE OFFER -- Section 5." Can I withdraw my previously tendered shares? You may withdraw all or a portion of your tendered shares at any time prior to the time the shares are accepted for payment, after which they cannot be withdrawn. See "THE OFFER -- Section 8." How do I withdraw previously tendered shares? To withdraw shares, you must deliver a written notice of withdrawal with the required information to the depositary while you still have the right to withdraw the shares. If you have tendered your shares by giving instructions to a bank, broker, dealer, trust company or other nominee, you must instruct them to arrange for the withdrawal of your shares. See "THE OFFER -- Section 8." How many shares have been tendered in response to your offer? As of the close of business on July 26, 2007, 13,583 shares have been tendered for sale to us in response to our offer. Who can I contact if I have additional questions about the offer? If you have questions or you need assistance, you should contact MacKenzie Partners, Inc., the information agent for the offer, at (212) 929-5500 (collect) or (800) 322-2885 (toll-free). MISCELLANEOUS The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not comply with the laws of that jurisdiction. We are not aware of any jurisdiction in which the making of the Offer or the tender of shares in connection therewith would not be in compliance with the laws of such jurisdiction. If we become aware of any state law prohibiting the making of the Offer or the acceptance of shares pursuant thereto in such state, we will make a good faith effort to comply with any such state statute or seek to have such state statute declared inapplicable to the Offer. If, after such good faith effort, we cannot comply with any such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Trusts by one or more registered brokers or dealers which are licensed under the laws of such jurisdiction. No person has been authorized to give any information or to make any representation on our behalf not contained in the Offer and, if given or made, that information or representation must not be relied on as having been authorized. We filed with the SEC a Schedule TO dated September 10, 2004, an Amendment No. 1 to Schedule TO dated October 1, 2004, an Amendment No. 2 to Schedule TO dated October 7, 2004, an Amendment No. 3 to Schedule TO dated October 14, 2004, an Amendment No. 4 to Schedule TO dated October 26, 2004, an Amendment No. 5 to Schedule TO dated November 5, 2004, an Amendment No. 6 to Schedule TO dated January 25, 2005, an Amendment No. 7 to Schedule TO dated May 24, 2005, an Amendment No. 8 to Schedule TO dated September 13, 2005, an Amendment No. 9 to Schedule TO dated January 3, 2006, an Amendment No. 10 to Schedule TO dated April 25, 2006, an Amendment No. 11 to Schedule TO dated August 14, 2006, an Amendment No. 12 to Schedule TO dated December 8, 2006, an Amendment No. 13 to Schedule TO dated April 3, 2007, and an Amendment No. 14 to Schedule TO on July 27, 2007, under Exchange Act Rule 14d-3, together with exhibits, furnishing additional information with respect to the Offer, and may file additional amendments thereto. That schedule and any amendments thereto, including exhibits, may be examined and copies may be obtained from the offices of the SEC in the same manner as discussed in "THE OFFER -- Section 12" with respect to information concerning NRL. LOLA BROWN TRUST NO.1B July 27, 2007 Facsimile copies of the letter of transmittal, properly completed and duly executed, will be accepted. The letter of transmittal, certificates for shares and any other required documents should be sent or delivered by each stockholder of NRL or his or her broker, dealer, commercial bank, trust company or other nominee to the depositary at one of its addresses set forth below: The Depositary for the Offer is: The Colbent Corporation By Mail: By Overnight Courier: By Hand: The Colbent Corporation The Colbent Corporation The Colbent Corporation Attn: Corporate Actions Attn: Corporate Actions Attn: Corporate Actions POB 859208 161 Bay State Drive 161 Bay State Drive Braintree MA 02185-9208 Braintree MA 02184 Braintree MA 02184
By Facsimile: (781-380-3388) Confirm Facsimile Transmission: (781-843-1833 Ext. 200) Questions and requests for assistance may be directed to the information agent at its address and telephone numbers listed below. Additional copies of this Supplement, the Offer to Purchase, the letter of transmittal and other tender offer materials may be obtained from the information agent, and will be furnished promptly at our expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: [GRAPHIC OMITTED] 105 Madison Avenue New York, New York 10016 (212) 929-5500 (Call Collect) or (800) 322-2885 (Toll Free) E-MAIL: proxy@mackenziepartners.com EX-99.A62 3 exa62brokerletter.txt EXHIBIT (A)(62) LETTER TO BROKERS Exhibit (a)(62) - -------------------------------------------------------------------------------- Supplement No. 7 Dated July 27, 2007 - -------------------------------------------------------------------------------- LOLA BROWN TRUST NO. 1B Has Amended Its Offer to Purchase for Cash Up to 1,620,000 Outstanding Shares of Common Stock of NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. at $19.89 Net Per Share THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY AUGUST 17, 2007, UNLESS THE OFFER IS FURTHER EXTENDED. July 27, 2007 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed by the Lola Brown Trust No. 1B, an irrevocable grantor trust domiciled and administered in Alaska (the "Purchaser"), to act as information agent in connection with the Purchaser's offer to purchase up to 1,620,000 shares of common stock, par value $0.0001 per share (the "shares"), of Neuberger Berman Real Estate Income Fund Inc., a Maryland corporation ("NRL"), at $19.89 per share, net to the seller in cash (subject to applicable withholding of United States federal, state and local taxes), on the terms and subject to the conditions set forth in Supplement No. 7 dated July 27, 2007 (the "Seventh Supplement") relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended on April 3, 2007 by Supplement No. 6, relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended (the "Sixth Supplement"), on December 8, 2006 by Supplement No. 5, relating to the Amended and Restated Offer to Purchase dated May 24, 2005 (the "Fifth Supplement"), Supplement No. 4 dated August 14, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended (the "Fourth Supplement"), Supplement No. 3 dated April 25, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended (the "Third Supplement"), Supplement No. 2 dated January 3, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended (the "Second Supplement"), the Supplement dated September 13, 2005 relating to the Amended and Restated Offer to Purchase dated May 24, 2005 (the "First Supplement"), the Amended and Restated Offer to Purchase dated May 24, 2005 (the "Restated Offer") and the related letter of transmittal (which, together with any supplements or amendments thereto, collectively constitute the "Offer"). Please furnish copies of the enclosed Seventh Supplement to those of your clients for whom you hold shares registered in your name or in the name of your nominee. The Seventh Supplement amends the Offer by extending the expiration date to 5:00 P.M., New York City Time on Friday, November 23, 2007, unless further extended, and by providing additional information for NRL stockholders with respect to the Offer. CERTAIN CONDITIONS TO THE OFFER ARE DESCRIBED IN SECTION 14 OF THE RESTATED OFFER AND IN THE ENCLOSED SEVENTH SUPPLEMENT TO THE OFFER TO PURCHASE. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED, AND WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY AUGUST 17, 2007, UNLESS THE OFFER IS FURTHER EXTENDED. In all cases, payment for shares accepted for payment pursuant to the Offer will be made only after timely receipt by the depositary of (1) the certificates for (or a timely book-entry confirmation (as defined in the Restated Offer) with respect to) such shares, (2) a letter of transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer effected pursuant to the procedures set forth in Section 3 of the Restated Offer, an agent's message (as defined in the Restated Offer), and (3) any other documents required by the letter of transmittal. Accordingly, tendering stockholders may be paid at different times depending on when certificates for shares or book-entry confirmations with respect to shares are actually received by the depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES. The Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the information agent and the depositary, as described in the Restated Offer) in connection with the solicitation of tenders of shares pursuant to the Offer. However, the Purchaser will, on request, reimburse you for customary mailing and handling expenses incurred by you in forwarding copies of the enclosed Offer materials to your clients. Questions and requests for additional copies of the enclosed material may be directed to the information agent at its address and telephone number set forth on the back cover of the Fifth Supplement and the Restated Offer. Very truly yours, MACKENZIE PARTNERS, INC. Nothing contained herein or in the enclosed documents shall render you or any other person the agent of the Purchaser, the depositary, the information agent or any affiliate of any of them or authorize you or any other person to give any information or use any document or make any statement on behalf of any of them with respect to the Offer other than the Fifth Supplement, the Restated Offer, the documents previously provided to you by us with respect to the Offer and the statements contained therein. EX-99.A63 4 exa63clients.txt EXHIBIT (A)(63) LETTER TO CLIENTS Exhibit (a)(63) - -------------------------------------------------------------------------------- Supplement No. 7 Dated July 27, 2007 - -------------------------------------------------------------------------------- LOLA BROWN TRUST NO. 1B Has Amended Its Offer to Purchase for Cash Up to 1,620,000 Outstanding Shares of Common Stock of NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. at $19.89 Net Per Share THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY AUGUST 17, 2007, UNLESS THE OFFER IS FURTHER EXTENDED. JULY 27, 2007 To Our Clients: Enclosed for your consideration is the Supplement No. 7 dated July 27, 2007 (`the Seventh Supplement") relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended by Supplement No. 6 on April 3, 2007 (the "Sixth Supplement"), as amended by Supplement No. 5 (the "Fifth Supplement") (which, together with the Supplement No. 4 dated August 14, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended (the "Fourth Supplement"), the Supplement No. 3 dated April 25, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended (the "Third Supplement"), the Supplement No. 2 dated January 3, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended (the "Second Supplement"), the Supplement dated September 13, 2005 relating to the Amended and Restated Offer to Purchase dated May 24, 2005 (the "First Supplement"), the Amended and Restated Offer to Purchase dated May 24, 2005 (the "Restated Offer"), any further amendments or supplements thereto and the related letter of transmittal, collectively constitute the "Offer"), relating to the Offer by the Lola Brown Trust No. 1B, an irrevocable grantor trust domiciled and administered in Alaska (the "Purchaser") to purchase up to 1,620,000 shares of common stock, par value $0.0001 per share (the "shares"), of Neuberger Berman Real Estate Income Fund Inc., a Maryland corporation ("NRL"), on the terms and subject to the conditions set forth in the Offer. We are the holder of record of shares held by us for your account. A tender of those shares can be made only by us as the holder of record and pursuant to your instructions. The letter of transmittal was previously furnished to you for your information only and cannot be used to tender shares held by us for your account. To the extent you have not already provided us with instructions, we request instructions as to whether you wish to tender any or all of the shares held by us for your account pursuant to the terms and subject to the conditions set forth in the Offer. Your attention is directed to the following: 1. The Offer price remains $19.89 per share, net to you in cash (subject to applicable withholding of United States federal, state and local taxes), without interest thereon, on the terms and subject to the conditions set forth in the Offer. 2. The Purchaser continues to seek to purchase up to 1,620,000 shares in the Offer. If more than 1,620,000 shares are tendered, the Purchaser will purchase 1,620,000 shares on a pro-rata basis. 3. The Offer is conditioned upon the conditions to the Offer described in Section 14 of the Restated Offer. 4. The Purchaser is currently engaged in settlement discussions with the Board of Directors of NRL regarding pending litigation as more fully described in the attached Seventh Supplement to the Offer to Purchase. The discussions may result in material changes to the Offer. 5. The Offer and withdrawal rights have been extended and will expire at 5:00 P.M., New York City time, on Friday, August 17, 2007, unless the Offer is further extended. 6. Tendering stockholders will not be obligated to pay brokerage fees or commissions to the depositary or the information agent or, except as set forth in Instruction 6 of the letter of transmittal, transfer taxes on the purchase of shares by the Purchaser pursuant to the Offer. However, federal income tax backup withholding at a rate of 28% may be required, unless an exemption is provided or unless the required taxpayer identification information is provided. See Instruction 9 of the letter of transmittal. If you wish to have us tender any of or all the shares held by us for your account and have not already returned the instruction form set forth below, please instruct us by completing, executing, detaching and returning to us the instruction form set forth below. An envelope to return your instructions to us is enclosed. If you authorize the tender of your shares, all such shares will be tendered unless you otherwise specify below. Your instructions to us should be forwarded promptly to permit us to submit a tender on your behalf prior to the expiration date. In all cases, payment for shares accepted for payment pursuant to the Offer will be made only after timely receipt by The Colbent Corporation (the "depositary") of (1) the certificates for (or a timely book-entry confirmation (as defined in the Restated Offer) with respect to) such shares, (2) a letter of transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer effected pursuant to the procedures set forth in Section 3 of the Restated Offer, an agent's message (as defined in the Restated Offer), and (3) any other documents required by the letter of transmittal. Accordingly, tendering stockholders may be paid at different times depending on when certificates for shares or book-entry confirmations with respect to shares are actually received by the depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of that jurisdiction. INSTRUCTION FORM WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH UP TO 1,620,000 SHARES OF COMMON STOCK OF NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. The undersigned acknowledge(s) receipt of your letter enclosing the Supplement No. 7 dated July 27, 2007 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended by Supplement No. 6 dated April 3, 2007, as amended by Supplement No. 5, your letter enclosing the Supplement No. 4 dated August 14, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended, your letter enclosing the Supplement No. 3 dated April 25, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended, your letter enclosing the Supplement No. 2 dated January 3, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended, your letter enclosing the Supplement dated September 13, 2005 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, your letter enclosing the Amended and Restated Offer to Purchase dated May 24, 2005, your letter enclosing the Supplement No. 4 dated January 25, 2005 relating to the Offer to Purchase dated September 10, 2004, as amended, your letter enclosing the Supplement No. 3 dated October 26, 2004 relating to the Offer to Purchase dated September 10, 2004, as amended, your letter enclosing the Supplement No. 2 dated October 14, 2004 relating to the Offer to Purchase dated September 10, 2004, as amended, your letter enclosing the Supplement dated October 1, 2004 relating to the Offer to Purchase dated September 10, 2004, and your letter enclosing the Offer to Purchase dated September 10, 2004 and the related letter of transmittal relating to the offer by the Lola Brown Trust No. 1B to purchase up to 1,620,000 outstanding shares of common stock, par value $0.0001 per share (the "shares"), of Neuberger Berman Real Estate Income Fund Inc., a Maryland corporation. This will instruct you to tender the number of shares indicated below held by you for the account of the undersigned (or, if no amount is indicated below, all the shares held by you for the account of the undersigned) on the terms and subject to the conditions set forth in the Offer. Number of Shares to be Tendered* ------------------------------------ - -------------------------------- ------------------------------------ shares Signature(s) Dated: -------------------------, 200_ ------------------------------------ ------------------------------------ ------------------------------------ Please Type or Print Name(s) Address(es) (including Zip Code(s)): ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ Area Code and Telephone No.: ------------------------------------ Taxpayer Identification or Social Security No.: ------------------------------------ * Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered. EX-99.A64 5 exa64pressrelease.txt EXHIBIT (A)(64) PRESS RELEASE Exhibit (a)(64) HOREJSI TRUST EXTENDS ITS TENDER OFFER FOR SHARES OF NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. BOULDER, CO., July 27, 2007 - The Lola Brown Trust No. 1B (the "Trust") announced today that it is extending its tender offer to purchase shares of common stock of Neuberger Berman Real Estate Income Fund Inc. (NYSE: NRL) (the "Fund") to 5:00 p.m., New York City time on Friday, August 17, 2007. The Trust is amending the tender offer statement on file with the Securities and Exchange Commission (the "SEC") to reflect the extension of the offer and other relevant information. In addition, the Trust is currently engaged in settlement discussions with the Board of Directors of the Fund regarding pending litigation as more fully described in the documents filed with the SEC. The result of these discussions may have a material impact on the Trust's tender offer. Each security holder of the Fund should read the tender offer statement filed with the SEC by the Trust because they contain important information about the tender offer. Security holders of the Fund can obtain the tender offer statement and other documents that are filed with the SEC for free on the Securities and Exchange Commission's web site at http://www.sec.gov. MacKenzie Partners, Inc. is acting as the information agent and The Colbent Corporation is the depository. Copies of the Offer to Purchase, the Seventh Supplement to the Offer to Purchase, the Consent and Letter of Transmittal, and other related documents may be obtained at no charge from MacKenzie Partners, Inc. at (800) 322-2885 (toll-free), (212) 929-5500 (collect), or from the SEC's web site at www.sec.gov. This news release is not an offer to purchase, nor is it a solicitation of an offer to sell, any securities. The tender offer may only be made pursuant to the Offer to Purchase, as amended, and the accompanying Letter of Transmittal. Holders of shares of common stock of the Fund should read carefully the Offer to Purchase and related materials, including any amendments thereto, because they contain important information. The Trust has mailed a copy of the applicable Offer to Purchase, the Letter of Transmittal and related documents, including amendments thereto, to each of the holders of common stock of the Fund. Forward Looking Statements Any statements in this press release that are not historical facts are forward-looking statements that involve risks and uncertainties; actual results may differ from the forward-looking statements. Sentences or phrases that use such words as "believes," "anticipates," "plans," "may," "hopes," "can," "will," "expects," "is designed to," "with the intent," "potential" and others indicate forward-looking statements, but their absence does not mean that a statement is not forward-looking. The Lola Brown Trust No. 1B undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Contact: The Lola Brown Trust No. 1B Media Contact: Joel Terwilliger (303) 442-2156 -----END PRIVACY-ENHANCED MESSAGE-----