-----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, RG2/UNk335Zcorcp7L60E7OyTQOT4h0Ak8Wpdw+BoOhfF9sKRoUsdHLq5JZb3Bgw SQ+Amcr0b1N3juNwS5/M7A== 0001099343-07-000097.txt : 20070817 0001099343-07-000097.hdr.sgml : 20070817 20070817163937 ACCESSION NUMBER: 0001099343-07-000097 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20070817 DATE AS OF CHANGE: 20070817 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: 071065603 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: 071065604 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 sctoa15.txt SCHEDULE TO/T AMENDMENT NO. 15 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. 15) 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** --------------- -------------- $82,226,570 $8,798.25 - ----------------- * Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 3,693,916 shares of the subject company (total shares outstanding of 4,157,116 less 463,200 shares already owned by the Trust) by $22.26 (99% of the per-share net asset value reported by the subject company on August 16, 2007, the last day on which net asset value data was available prior to this filing). ** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $107.00 per million of the aggregate amount of the cash offered by the Lola Brown 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. 15 TO SCHEDULE TO This Amendment No. 15 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, Amendment No. 13 to Schedule TO filed by the Trust with the SEC dated April 2, 2007, and Amendment No. 14 to Schedule TO filed by the Trust with the SEC dated July 26, 2007 (collectively, the "Original Schedule TO"). This Schedule TO relates to the Offer by the Trust to purchase all the 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 equal to 99% of the net asset value ("NAV") per share as of the close of trading on the New York Stock Exchange ("NYSE") on September 14, 2007, 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. 8 dated August 17, 2007 ("Eighth Amended Supplement"), which amends the Supplement No. 7 dated July 26, 2007 ("Seventh Amended Supplement") which relates to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended, 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 Seventh Amended Supplement, Sixth Amended Supplement, 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 Seventh Amended Supplement, 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)(61), (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 the Eighth Amended Supplement is attached as Exhibit (a)(65) hereto. Item 1, Items 3 through 9 and Item 11 of the Original Schedule TO are hereby amended by expressly incorporating by reference the information in the Eighth Amended Supplement, and Item 12 is hereby amended by the information set forth below with respect to that item. Item 2. Subject Company Information. The shares of the common stock of the Issuer are traded on the NYSE under the symbol "NRL." The following table sets forth the high and low sales prices per share as reported by the NYSE for the two-year period ending on June 30, 2007, based on published financial sources. High Low Year Ended December 31, 2005: Third Quarter $23.43 $21.36 Fourth Quarter $22.90 $20.25 Year Ended December 31, 2006: First Quarter $25.57 $22.35 Second Quarter $25.00 $22.20 Third Quarter $27.00 $23.74 Fourth Quarter $29.95 $26.80 Year Ending December 31, 2007: First Quarter $30.90 $26.42 Second Quarter $29.96 $25.97
On August 16, 2007, the last reported sales price of the shares reported by the NYSE was $20.74. On August 16, 2007, NRL indicated that its net asset value per share was $22.49. Item 3 Identity and Background of Filing Persons Mr. Miller and Ms. Kelley's business address is currently 2344 Spruce Street, Suite A, Boulder, Colorado 80302. Item 12. Exhibits. The following Exhibits are added: Exhibit Description (a)(65) Form of Supplement No. 8 dated August 17, 2007. (66) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (67) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (68) Form of Press release issued by the Lola Brown Trust No. 1B on August 17, 2007. (69) Form of Settlement Agreement by and between the Trust and NRL dated August 17, 2007 (70) Form of Letter of Transmittal (71) Form of Agreement to Tender between the Trust and Neuberger Berman, LLC dated August 17, 2007 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: August 17, 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.[14] (62) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[14] (63) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.[14] (64) Form of Press release issued by the Lola Brown Trust No. 1B on July 27, 2007.[14] (65) Form of Supplement No. 8 dated August 17, 2007. (66) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (67) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (68) Form of Press release issued by the Lola Brown Trust No. 1B on August 17, 2007. (69) Form of Settlement Agreement by and between the Trust and NRL dated August 17, 2007 (70) Form of Transmittal Letter (71) Form of Agreement to Tender between the Trust and Neuberger Berman, LLC dated August 17, 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) [14] Previously filed with the SEC on July 26, 2007 (accession no. 0001099343-07-000077) * Previously filed with the SEC. EX-99.A65 2 exa65offertopurch.txt EXHIBIT (A)(65) OFFER TO PURCHASE Exhibit (a)(65) - -------------------------------------------------------------------------------- Supplement No. 8 Dated August 17, 2007 - -------------------------------------------------------------------------------- LOLA BROWN TRUST NO. 1B Has Amended Its Offer to Purchase for Cash All of the Outstanding Shares of Common Stock of NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. at 99% OF THE NET ASSET VALUE PER SHARE+ THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED, AND WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY SEPTEMBER 14, 2007, UNLESS THE OFFER IS FURTHER EXTENDED. THE OFFER IS NOT CONDITIONED UPON THE RECEIPT OF FINANCING. THE OFFER IS CONDITIONED UPON A MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS SUBJECT TO CERTAIN OTHER 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 of common stock 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 of common stock 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 of common stock to the depositary along with the letter of transmittal (or such facsimile) or deliver the shares of common stock pursuant to the book-entry transfer procedures set forth in "THE OFFER -- Section 7." If a stockholder desires to tender shares of common stock 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) - -------------------- + As determined at the close of trading on the New York Stock Exchange on September 14, 2007 The following Supplement No. 8 dated August 17, 2007 (the "Eighth Supplement") relating to the Amended and Restated Offer to Purchase dated May 24, 2005 which, together with 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, 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, Supplement No. 5 (the "Fifth Supplement") relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended, Supplement No. 4 (the "Fourth Supplement") dated August 14, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended, Supplement No. 3 (the "Third Supplement") dated April 25, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended, Supplement No. 2 (the "Second Supplement") dated January 3, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended, the Supplement (the "First Supplement") dated September 13, 2005 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, 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 all of the outstanding shares of common stock, par value $0.0001 per share (the "Common Stock") of Neuberger Berman Real Estate Income Fund Inc., a Maryland corporation ("NRL"), not owned by the Trust, at a price equal to exactly 99.0% of the net asset value ("NAV") per share as determined at the close of trading on the New York Stock Exchange ("NYSE") on September 14, 2007, 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 Eighth Supplement, the terms and conditions set forth in the Seventh Supplement, 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 Seventh Supplement, 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. 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 have made several important amendments to the Offer: First, we have increased the number of shares of Common Stock we are offering to purchase to 100% of the outstanding shares of Common Stock, not including the shares of Common Stock owned by the Trust. Second, we have increased the offer price per share of Common Stock to 99% of the Fund's net asset value ("NAV") as determined at the close of trading on the NYSE on the expiration date. We have also extended the expiration date of the Offer to September 14, 2007, and have provided information regarding settlement of the litigation between the Trust and NRL. In addition, certain other information regarding the Offer has been updated as discussed herein. We have not changed the procedures for tendering and withdrawing shares of Common Stock, or any of the other terms of the Offer other than as set forth in this Eighth Supplement. What is the new Offer price per share of Common Stock? We have increased the offer price per share of Common Stock to 99% of the NAV per share as determined at the close of trading on the NYSE as of September 14, 2007. What is the market value of my shares of Common Stock as of a recent date? On August 16, 2007, the last sale price of the shares of Common Stock reported by the New York Stock Exchange was $20.74 per share. We advise you to obtain a recent price quotation for shares of Common Stock in deciding whether to tender your shares. See "THE OFFER -- Section 10." Stockholders can check the daily closing NAV of the shares of Common Stock at the Fund's website: https://www.nb.com/public/DMA/html/prices_adv_all_closed_end_funds_daily.html. Why have you increased the Offer price per share of Common Stock? Earlier supplements to this Offer have described the ongoing litigation between the Trust and NRL styled Neuberger Berman Real Estate Income Fund Inc. v. Lola Brown Trust No. 1B, et al. (the "Litigation"). Earlier this year, the district court issued several rulings that upheld certain of the takeover defenses adopted by NRL in response to the Offer as originally announced, making it impossible for the Offer to proceed unless those defenses were waived, or unless the district court's rulings were reversed on appeal. Accordingly, the Trust and NRL recently entered into a settlement agreement (the "Settlement Agreement") whereby the parties resolved the Litigation. Under the terms of the Settlement Agreement, the Trust agreed to amend the Offer in a manner indicated by NRL as being acceptable to the NRL Board of Directors (the "NRL Board") and which includes, among other changes, the following material improvements: (1) the Trust would offer to purchase up to 100% of the outstanding shares of Common Stock, and (2) the purchase price per share of Common Stock would be increased to 99% of the Fund's NAV as determined at the close of trading on the NYSE as of the expiration date, payable in cash. The Settlement Agreement also provides that NRL's takeover defenses (e.g., the "poison pill" or "rights plan" and the Fund's adoption of the Maryland Control Share Acquisition Act (the "MCSAA")) would not apply to the shares of Common Stock acquired in the Offer as revised. As a result of the changes to the Offer, NRL has indicated that the NRL Board will recommend that stockholders tender their Common Stock in the Offer. The Settlement Agreement also provides that in the event the Offer closes on or before September 21, 2007, NRL will call another stockholders meeting to elect as directors persons proposed by the Trust, and that, following the election of those nominees, the present directors of NRL will resign and the current investment management agreements will be terminated, such that control of the Fund and selection of its investment advisers will lie with the directors nominated by the Trust. The summary of the Settlement Agreement included in this Offer is qualified in its entirety by reference to the full text of the Settlement Agreement. We filed a copy of the Settlement Agreement with the Securities Exchange Commission as Exhibit (a)(69) to Amendment No. 15 to our Schedule TO on August 17, 2007 and the Settlement Agreement is available for free at the SEC's website, www.sec.gov. Why should you tender your shares of Common Stock in the Offer rather than waiting for the Fund to Liquidate? Prior to entering into the Settlement Agreement, the NRL Board proposed a plan of liquidation and dissolution such that all assets of NRL would be liquidated and the proceeds of the liquidation distributed to stockholders, minus the expenses of liquidation and the cost of dissolution. The liquidation proposal is scheduled to be presented to stockholders at the special meeting scheduled for August 28, 2007. Under the terms of the Settlement Agreement, NRL will convene the special meeting and conduct the election of directors and then adjourn the special meeting for thirty days, but in no event later than September 27, 2007. If the Offer has not closed on or prior to September 21, 2007, the Trust has agreed to abandon the Offer and vote its shares in support of the liquidation proposal at the adjourned special meeting. If approved by the stockholders, the liquidation proposal would terminate the stockholders' investments in NRL and result in a taxable transaction. The Trust believes that the Offer gives tendering stockholders significant advantages as compared to the liquidation proposal. These include the following: 1. Tendering stockholders will receive 99% of the NAV within a few days after the expiration date. This is approximately the same percentage of NAV that NRL believes stockholders would receive under the liquidation proposal, but payment would occur more quickly; 2. Since the liquidation proposal is still subject to stockholder approval and an orderly liquidation of the Fund's assets, we believe there is significant market risk and uncertainty regarding when the liquidation will occur and how much stockholders will receive in the liquidation; 3. The Offer provides tendering stockholders with certainty as to the percentage of NAV they will receive. Under the Offer, tendering stockholders will know immediately following the expiration date of the revised Offer how much cash they will receive; whereas in a liquidation, distribution could take several months during which the market and the Fund's assets could change dramatically and for the worse; 4. The Offer provides all NRL common stockholders with a choice as to whether or not to terminate their investments in the Fund. Stockholders electing not to terminate their investments would not have a taxable transaction that would otherwise occur in the liquidation; and 5. We believe that the costs borne by stockholders in a liquidation and dissolution could end up being substantially greater than the 1% difference we are offering to pay for shares of Common Stock. Our Offer avoids all the expense and uncertainty of liquidation and dissolution. 6. If the Trust is successful in its tender, the Fund will be a very different investment going forward than what you initially bought. If the Trust is successful in the Offer and acquires a majority of the outstanding shares, it intends to elect new directors and urge them to change the Fund's adviser and investment objective. We believe the Offer is a significant improvement compared to the liquidation proposal and our initial Offer. Does the NRL Board intend to recommended the Offer to stockholders? The Fund has indicated that the NRL Board will recommend that stockholders tender their Common Stock in the Offer. What does Neuberger Berman, LLC intend to do with the shares of Common Stock it owns? In connection with the Settlement Agreement, Neuberger Berman has agreed to tender all of the shares of Common Stock it owns which comprises approximately 4.43% of the outstanding shares. What is the number of shares of Common Stock that you are offering to purchase? We are offering to purchase up to 100% of the outstanding shares of Common Stock, less any shares of Common Stock already owned by the Trust. The Trust currently owns 463,200 shares of Common Stock. Why have you increased the number of shares of Common Stock you are offering to purchase? We have increased the number of shares of Common Stock we are seeking to acquire to address concerns that had been expressed by the NRL Board and so that, assuming that the Offer is heavily subscribed by NRL stockholders, the Trust will own more than 50% of the outstanding shares of Common Stock following the successful closing of the Offer. What is the new expiration date for the Offer? We are extending the expiration date for the Offer to Midnight, New York City Time on Friday, September 14, 2007, unless further extended. Are there any new or revised conditions to the Offer? Yes. In accordance with the Settlement Agreement, we have agreed with NRL to amend and restate Section 14 of our Amended and Restated Offer to Purchase dated May 24, 2005, related to conditions to the Offer, to read as follows: Notwithstanding any other term of the Offer, we shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Exchange Act Rule 14e-l(c) (which relates to our obligation to pay for or return tendered shares promptly after the termination or withdrawal of the Offer), to pay for, and may postpone the acceptance for payment of and payment for, shares tendered, and we may amend the Offer or terminate the Offer and not accept for payment any tendered shares if at any time prior to the expiration of the Offer any of the following events shall be reasonably determined by us to have occurred: (i) Within two business days of the execution date of the Settlement Agreement, the NRL Board shall fail to adopt resolutions amending the bylaws of NRL in accordance with Section 3-702(b) of the MCSAA so that the provisions of the MCSAA will not apply to the voting rights of the shares of Common Stock that are acquired by the Trust pursuant to the Offer as revised herein; (ii) Within two business days of the execution date of the Settlement Agreement, the NRL Board shall fail to adopt resolutions amending the Rights Plan so that none of the Offer as amended herein, the execution of the Settlement Agreement or the consummation of the amended Offer or the other transactions contemplated by the Settlement Agreement will trigger the separation or exercise of the Rights (as defined in the Rights Plan) or any adverse event under the Rights Plan (namely that the Trust will not be deemed to be an "Acquiring Person" (as defined in the Rights Plan) solely by virtue of the amended Offer or the consummation thereof, the approval, execution, delivery, adoption or performance of the Settlement Agreement or the consummation of any other transactions contemplated by the Settlement Agreement); (iii) Within two business days of the execution date of the Settlement Agreement, the NRL Board shall fail to adopt resolutions recommending that the holders of Common Stock tender their shares of Common Stock in the revised Offer; (iv) Stockholders shall fail to tender to the Trust at least 1,616,199 shares of Common Stock such that, after the expiration date and upon closing of the Offer, the Trust will own a majority of the Fund's outstanding shares including the shares of Common Stock presently owned by the Trust (the "Minimum Condition"); (v) NRL shall have materially breached or failed to comply in any material respect with any of the terms of the Settlement Agreement; (vi) The Settlement Agreement shall have been terminated pursuant to its terms or shall have been amended pursuant to its terms to provide for such termination or amendment of the revised Offer; which, in the reasonable judgment of the Trust, in any case, makes it inadvisable to proceed with the revised Offer or with acceptance for payment or payment for shares of Common Stock. (vii) Any change (or condition, event or development involving a prospective change) shall have occurred or been threatened in the business, properties, assets, liabilities, capitalization, stockholders' equity, financial condition, or prospects of NRL which, in our reasonable judgment, does or may have a materially adverse effect on NRL or us or any of our affiliates, or we shall have become aware of any fact that, in our reasonable judgment, does or may have a material adverse effect on the value of the shares; (viii) There shall be threatened, instituted, or pending any action, proceeding, application or counterclaim by or before any court or governmental, administrative or regulatory agency or authority, domestic or foreign, or any other person or tribunal, domestic or foreign, which (i) challenges or seeks to challenge, restrain or prohibit the making of the Offer, the acquisition by us of the shares, or any other matter directly or indirectly relating to the Offer, or seeks to obtain any material damages or otherwise directly or indirectly relating to the transactions contemplated by the Offer, (ii) seeks to make the purchase of, or payment for, some or all of the shares pursuant to the Offer illegal or results in a delay in our ability to accept for payment or pay for some or all of the shares, (iii) seeks to impose limitations on our ability (or any affiliate of ours) to acquire or hold or to exercise full rights of ownership of the shares, including, but not limited to, the right to vote the shares purchased by us on all matters properly presented to the NRL stockholders, (iv) would or might prohibit, restrict or delay the consummation of the Offer or materially impair the contemplated benefits to us thereof, including the exercise of voting or other stockholder rights with respect to the shares pursuant to the Offer or the receipt of any distributions or other benefits of ownership of the purchased shares to which owners of shares are entitled generally, (v) otherwise could materially adversely affect the business, properties, assets, liabilities, capitalization, stockholders' equity, financial condition, or prospects of NRL, or (vi) otherwise directly or indirectly relates to the Offer or which otherwise, in our reasonable judgment, might adversely affect us, NRL or any of our affiliates or the value of the shares; (ix) Any action shall have been taken or any statute, rule, regulation, judgment, decree, injunction or order (preliminary, permanent or otherwise) shall have been proposed, sought, enacted, entered, promulgated, enforced or deemed to be applicable to the Offer or us or NRL or any of our affiliates by any court, government or governmental agency or other regulatory or administrative authority, domestic or foreign, which, in our reasonable judgment, (i) indicates that any approval or other action of any such court, agency or authority may be required in connection with the Offer or the purchase of shares thereunder, (ii) would or might prohibit, restrict or delay consummation of the Offer or materially impair the contemplated benefits to us thereof, including the exercise of voting or other stockholder rights with respect to the shares purchased pursuant to the Offer or the receipt of any distributions or other benefits of ownership of the purchased shares to which owners of shares are entitled generally, or (iii) otherwise could materially adversely affect the business, properties, assets, liabilities, capitalization, stockholders' equity, financial condition, or prospects of us or NRL or any of our affiliates; (x) There shall have occurred (i) any general suspension of, or general limitation on prices for, or trading in, securities on any national securities exchange in the United States or in the over-the-counter market, for a period in excess of three hours, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation (whether or not mandatory) by any governmental agency or authority on, or any other event that, in our reasonable judgment, might adversely affect, the extension of credit by banks or other financial institutions, (iii) a material change in United States or any other currency exchange rates or a suspension of or limitation on the markets therefor, (iv) the commencement of, or a significant expansion in any currently ongoing, war, armed hostilities or other similar national or international calamity directly or indirectly involving the United States, or any attack on, or outbreak or act of terrorism involving, the United States, (v) a material decrease, in our reasonable judgment, in the market price for the shares or in the general level of market prices for equity securities in the United States, (vi) any change in the general political, market, economic or financial conditions in the United States or other jurisdictions in which NRL does business that could, in the reasonable judgment of the Trust, have a material adverse effect on the business, properties, assets, liabilities, capitalization, stockholders' equity, financial condition, or prospects of NRL, or (vii) in the case of any of the foregoing existing at the time of the commencement of the Offer, in our reasonable judgment, a material acceleration or worsening thereof; (xi) NRL shall have (i) split, combined or otherwise changed, or authorized or proposed the split, combination or other change, of the shares or its capitalization, (ii) acquired or otherwise caused a reduction in the number of, or authorized or proposed the acquisition or other reduction in the number of, any presently outstanding shares or other securities or other equity interests, (iii) issued, distributed or sold, or authorized or proposed the issuance, distribution or sale of, additional shares, other than shares issued or sold pursuant to NRL's dividend reinvestment plan in effect on September 10, 2004, or issued, distributed or sold, or authorized or proposed the issuance, distribution or sale, of shares of any other class of capital stock or other equity interests, other voting securities, debt securities or any securities convertible into, or rights, warrants or options, conditional or otherwise, to acquire, any of the foregoing, (iv) declared, paid or proposed to declare or pay any dividend or other distribution on any shares of capital stock of NRL other than in connection with NRL's publicly disclosed stable monthly dividend policy as in effect on August 17, 2007, (v) altered or proposed to alter any material term of any outstanding security or material contract, permit or license, (vi) authorized, recommended, proposed or entered into, or announced its intention to authorize, recommend, propose or enter into, any agreement or arrangement with any person or group that, in the Trust's reasonable opinion, could adversely affect either the value of NRL or the value of the shares, or (vii) except as otherwise contemplated by the Settlement Agreement, amended or authorized or proposed any amendment to its articles of incorporation or bylaws, or the Trust shall become aware that NRL shall have proposed or adopted any such amendment which shall not have been previously disclosed; (xii) Legislation amending the Code has been passed by either the U.S. House of Representatives or the Senate or becomes pending before the U.S. House of Representatives or the Senate or any committee thereof, the effect of which, in our reasonable judgment, would be to change the tax consequences of the transaction contemplated by the Offer in any manner that would adversely affect us or any of our affiliates; or (xiii) Any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the Offer shall not have been obtained on terms satisfactory to us in our reasonable discretion, which, in our reasonable judgment, in any such case, and regardless of the circumstances (including any action or inaction by us) giving rise to any such condition, makes it inadvisable to proceed with the Offer and/or with such acceptance for payment or payment. The foregoing are collectively referred to as the "Conditions". In addition, we have had discussions with the staff of the Securities and Exchange Commission (the "SEC") with regard to whether the price we are offering (99% of NRL's NAV as of the close of the Offer) complies with applicable federal securities laws. We believe our price is in compliance with federal securities laws, but we have received no assurance from the staff of the SEC on this issue. If the staff of the SEC were to advise us of any concerns with respect to our price, we would attempt to agree with the staff and NRL on a price that did not raise such concerns, but we may not be able to reach such an agreement and thus there can be no assurance that the Offer would proceed. All the Conditions are for our benefit and may be asserted by us regardless of the circumstances giving rise to such Condition (including any action or inaction by NRL) or may, except for the Minimum Condition or as otherwise provided in the Settlement Agreement, be waived by us in whole or in part at any time and from time to time prior to the expiration of the Offer, in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time prior to the expiration of the Offer. Any determination by us concerning the events described above will be final and binding upon all parties. If any Condition is not satisfied prior to the expiration of the Offer, we will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Exchange Act Rule 14e-l(c) (which relates to our obligation to pay for or return tendered shares of Common Stock promptly after the termination or withdrawal of the Offer), to pay for, and may postpone the acceptance for payment of and payment for, shares of Common Stock tendered and we may, subject to the terms of the Settlement Agreement, amend the Offer or terminate the Offer and not accept for payment any tendered shares of Common Stock. If I accept the offer, when will I be paid? If the Conditions to the Offer are satisfied and we consummate the Offer and accept your shares of Common Stock for payment, you will receive payment for the shares of Common Stock you tendered as soon as practicable following the expiration of the Offer. See "THE OFFER -- Section 6." Stockholders can check the daily closing NAV of the shares of Common Stock at the Fund's website: https://www.nb.com/public/DMA/html/prices_adv_all_closed_end_funds_daily.html. Will you prorate your purchases of shares of Common Stock as a result of the Offer? No. Our previous Offer to purchase shares of Common Stock was based on acquiring 51% of the outstanding shares of Common Stock. We have amended our Offer to purchase all the outstanding shares of Common Stock, less shares of Common Stock already owned by the Trust. Currently we own 463,200 shares of Common Stock. Therefore, we will not prorate our purchase of shares of Common Stock and intend to buy every share of Common Stock tendered as a result of our Offer, subject to the Conditions set forth in "THE OFFER - Section 14" and other conditions set forth in this Eighth Supplement. Do you have the financial resources to make payment? Yes. Presently, there are approximately 3,693,900 outstanding shares of Common Stock held by stockholders other than the Trust. If all of these stockholders tender all of their Common Stock in the Offer, the Trust would be obligated to pay approximately $82,245,000 (based on the NAV of $22.49 as reported by the Fund on August 16, 2007), not including fees and expenses. The Offer is not conditioned on any financing arrangements. We intend to use cash on hand and margin borrowings under an account maintained by Merrill Lynch, Pierce, Fenner & Smith Incorporated to fund the acquisition of the shares of Common Stock we are offering to purchase in this Offer. Margin borrowings under the account are based on the collateral maintained in the account. We will not be using any shares as collateral for our margin borrowings from Merrill Lynch. See "THE OFFER -- Section 4." If I already tendered my shares of Common Stock in the Offer, do I have to do anything now? No. Stockholders who validly tendered their shares of Common Stock 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 99% of the full NAV as of the close of trading on the NYSE on September 14, 2007, per share in cash, without interest, less any required withholding taxes. There will be no proration of shares of Common Stock as we are offering to purchase all outstanding shares of Common Stock, less any shares of Common Stock we already own. See "THE OFFER -- Section 5." Can I withdraw my previously tendered shares of Common Stock? You may withdraw all or a portion of your tendered shares of Common Stock at any time prior to the time the shares of Common Stock are accepted for payment, after which they cannot be withdrawn. See "THE OFFER -- Section 8." How do I withdraw previously tendered shares of Common Stock? To withdraw shares of Common Stock, 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 of Common Stock. If you have tendered your shares of Common Stock 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 of Common Stock. See "THE OFFER -- Section 8." How many shares of Common Stock have been tendered in response to your Offer? As of the close of business on August 16, 2007, 13,585 shares of Common Stock have been tendered for sale to us in response to our Offer. What are the U.S. federal income tax consequences of tendering shares of Common Stock in the Offer? Selling your shares of Common Stock in our Offer will be a taxable transaction for U.S. federal income tax purposes, and payments for shares of Common Stock sold will be subject to applicable withholding of United States federal, state and local taxes. Generally, you will recognize gain or loss in an amount equal to the difference between the cash that you receive in our Offer and your adjusted tax basis in the shares of Common Stock that you sell in our Offer. That gain or loss will be a capital gain or loss if the shares of Common Stock are capital assets in your hands and if you meet certain additional requirements. Any capital gain or loss will be long-term capital gain or loss if you have held the shares of Common Stock for more than one year at the time our offer is completed. The tax consequences of the Offer to you may vary depending on your particular circumstances. For a summary of the federal income tax consequences of our offer, see "THE OFFER -- Section 9." We recommend that you consult with your tax advisor. 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 of Common Stock 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 of Common Stock 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 of Common Stock 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 of Common Stock 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, an Amendment No. 14 to Schedule TO on July 26, 2007, and an Amendment No. 15 to Schedule TO on August 17, 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 August 17, 2007 Facsimile copies of the letter of transmittal, properly completed and duly executed, will be accepted. The letter of transmittal, certificates for shares of Common Stock and any other required documents should be sent or delivered by each common 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] MacKenzie Partners, Inc. 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.A66 3 exa66brokerltr.txt EXHIBIT (A)(66) LETTER TO BROKERS Exhibit (a)(66) - -------------------------------------------------------------------------------- Supplement No. 8 Dated August 17, 2007 - -------------------------------------------------------------------------------- LOLA BROWN TRUST NO. 1B Has Amended Its Offer to Purchase for Cash All the Outstanding Shares of Common Stock of NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. at 99% of the Net Asset Value Per Share+ THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 14, 2007, UNLESS THE OFFER IS FURTHER EXTENDED. August 17, 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 all 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"), at 99% of the net asset value ("NAV") per share as of the close of trading on the New York Stock Exchange ("NYSE") on September 14, 2007, 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. 8 dated August 17, 2007 (the "Eighth Supplement") relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended on July 26, 2007 by Supplement No. 7, relating to the Amended and Restated Offer to Purchase dated May 24 ,2005, as amended (the "Seventh Supplement") 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 Eighth Supplement to those of your clients for whom you hold shares registered in your name or in the name of your nominee. The Eighth Supplement amends the Offer by extending the expiration date to Midnight, New York City Time on September 14, 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 EIGHTH SUPPLEMENT. 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 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 14, 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. FOOTNOTES: + As determined at the close of trading on the New York Stock Exchange on September 14, 2007 EX-99.A67 4 exa67clientltr.txt EXHIBIT (A)(67) LETTER TO CLIENTS Exhibit (a)(67) - -------------------------------------------------------------------------------- Supplement No. 8 Dated August 17, 2007 - -------------------------------------------------------------------------------- LOLA BROWN TRUST NO. 1B Has Amended Its Offer to Purchase for Cash All the Outstanding Shares of Common Stock of NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. at 99% of the Net Asset Value Per Share+ THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 14, 2007, UNLESS THE OFFER IS FURTHER EXTENDED. August 17, 2007 To Our Clients: Enclosed for your consideration is the Supplement No. 8 dated August 17, 2007 (`the Eighth Supplement") relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended by Supplement No. 7 on July 26, 2007 (the "Seventh Supplement") 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 all 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"), 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 has increased to 99% of the net asset value ("NAV") per share as of the close of trading on the New York Stock Exchange ("NYSE") on September 14, 2007, 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. Fund stockholders can check the daily NAV per share of the Fund's stock at NRL's website: https://www.nb.com/public/DMA/html/prices_adv_all_closed_end_funds_daily.html. 2. The Purchaser has increased its offer to purchase all outstanding shares of NRL not already owned by the Purchaser. The Purchaser currently owns 463,200 shares. Therefore, the Purchaser will not prorate its purchase of shares and intends to buy every share of NRL tendered as a result of the Offer, subject to the Conditions set forth in "THE OFFER - Section 14" and other conditions set forth in this Eighth Supplement. 3. The Offer is conditioned upon the conditions to the Offer described in Section 14 of the Restated Offer and other conditions as set forth in the Eighth Supplement. 4. The Offer and withdrawal rights have been extended and will expire at Midnight, New York City time, on September 14, 2007, unless the Offer is further extended. 5. 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. + As determined at the close of trading on the New York Stock Exchange on September 14, 2007 INSTRUCTION FORM WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL OF THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. The undersigned acknowledge(s) receipt of your letter enclosing the Supplement No. 8 dated August 17, 2007 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended by Supplement No. 7 dated July 26, 2007, 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 all the 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. 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.A68 5 exa68pressrelease.txt EXHIBIT (A)(68) PRESS RELEASE Exhibit (a)(68) LOLA BROWN TRUST SETTLES LITIGATION WITH NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. AND AMENDS ITS TENDER OFFER FOR SHARES OF NRL BOULDER, CO., August 17, 2007 - The Lola Brown Trust No. 1B announced today that it has entered into a settlement agreement with the Neuberger Berman Real Estate Income Fund Inc. (NYSE:NRL) regarding the litigation between NRL and the Trust as more fully described in documents filed with the Securities and Exchange Commission. In addition, the Trust has revised its tender offer for shares of common stock of NRL. The revised tender offer extends the offer deadline to Midnight, New York City time on September 14, 2007. In addition, the Trust is now offering to purchase 100% of the outstanding shares of common stock and has increased its offer price to 99% of the net asset value per share, as determined at the close of trading on the New York Stock Exchange on September 14, 2007. The Trust is amending the tender offer statement on file with the SEC to reflect the extension of the offer, increased offer price and shares to be purchased, changes in certain conditions and other relevant information. NRL has indicated that its Board of Directors will recommend that stockholders tender their shares in the revised offer. Stephen C. Miller, a spokesperson for the Trust, stated that: "Stockholders will receive 99% of the net asset value for their shares in a timely manner. The alternative proposal for liquidation is subject to general stockholder approval and, if approved, an orderly liquidation of NRL's assets. We believe there is significant market risk and uncertainty regarding if, and when, the liquidation will occur and how much stockholders will actually receive in the liquidation of those shares." Mr. Miller added, "Our Offer provides stockholders with greater certainty of the amount they will receive because the amount will be determined based on net asset value on the expiration date of our Offer on September 14; in a liquidation, the complete winding down and distribution could take several months during which the market and NRL's assets could change dramatically. The Trust's tender offer provides all stockholders with a choice as to whether or not to terminate their investments in NRL. Stockholders electing not to terminate their investment will not have a taxable transaction that would otherwise occur as a result of the liquidation (if it were to be approved by NRL's stockholders). Stockholders should read the tender offer statement filed with the SEC by the Trust because they contain important information about the tender offer. Stockholders can obtain the tender offer statement and other documents that are filed with the SEC for free on the Securities and Exchange Commission's website at http://www.sec.gov. MacKenzie Partners, Inc. is acting as the information agent and The Colbent Corporation is the depository. Copies of the Amended and Restated Offer to Purchase, the Eighth Supplement to the Offer to Purchase, the 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 http://www.sec.gov. Stockholders can find information regarding NRL's current net asset value at NRL's website at https://www.nb.com/public/DMA/html/prices_adv_all_closed_end_funds_daily.html. Stockholders can also contact MacKenzie Partners, Inc. at the toll free phone number above for NRL's daily net asset value. 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 NRL 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 NRL. 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: Nicole Murphey (303) 449-0426 EX-99.A69 6 exa69settlement.txt EXHIBIT (A)(69) SETTLEMENT AGREEMENT Exhibit (a)(69) AGREEMENT OF COMPROMISE, SETTLEMENT AND RELEASE Agreement made this 17th day of August, 2007, by and among Plaintiff, Neuberger Berman Real Estate Income Fund Inc. ("NRL"), by its duly authorized undersigned attorneys, and Defendants, Lola Brown Trust No. 1B (the "Lola Trust"), Ernest Horejsi Trust No. 1B (the "Ernest Trust"), Badlands Trust Company, Stewart Horejsi, Susan Ciciora and Larry Dunlap (collectively, the "Defendants"), by their duly authorized undersigned attorneys. NRL and the Defendants will be collectively referred to as the "Parties." RECITALS A. On September 10, 2004, the Lola Trust and the Ernest Trust, disclosed that they held approximately 10% of the outstanding shares of common stock, par value $0.0001 per share, of NRL (the "Common Stock"), and commenced a partial tender offer to purchase, for $19.89 in cash per share, up to 1,825,000 outstanding shares of Common Stock, so as to acquire up to 50.01% of the outstanding shares of Common Stock (the "Partial Tender Offer"). B. On September 23, 2004, NRL implemented or indicated that it would shortly implement certain defensive measures in response to the Partial Tender Offer, including: (1) entering into a "Common Stock Purchase Agreement," pursuant to which NRL issued 139,535 unregistered shares of Common Stock to Neuberger Berman, LLC ("NBLLC") for $21.50 per share; (2) opting to have the Maryland Control Share Acquisition Act apply to NRL; (3) adopting a "Rights Agreement" or "poison pill;" and (4) undertaking a self tender offer for up to 943,704 shares of Common Stock at a price of $20.00 per share. C. On September 23, 2004, NRL initiated legal action against the Defendants in the United States District Court for the District of Maryland (the "Court"), styled Neuberger Berman Real Estate Income Fund Inc. v. Lola Brown Trust No. 1B, et al., Civ. No. 04-3056 AMD (the "Action"). The Complaint requested preliminary and permanent injunctive relief barring defendants from proceeding with the Partial Tender Offer. D. On April 15, 2007, the Court issued a Declaratory Judgment Order in the Action. E. On May 2, 2007, NRL announced that it would present to its stockholders for approval at NRL's next stockholders meeting a proposal to liquidate NRL and distribute the net proceeds to the stockholders. F. On May 8, 2007, the Court issued a Memorandum Opinion (together with the April 15, 2007 Declaratory Judgment Order, the "Summary Judgment Ruling") in the Action. G. The Parties to this agreement, through counsel, had discussions in the wake of the events listed above to determine if there was a potential for resolving the Action and their differences which would be in the best interests of the NRL stockholders and without any party admitting any liability in the Action. H. Concurrently with the execution of this Agreement, NBLLC and the Lola Trust will enter into an agreement pursuant to which NBLLC will tender, and will cause any affiliates controlled by NBLLC to tender, all of the Common Stock owned by NBLLC or such affiliate in the Revised Tender Offer, which as of the date of this Agreement consists of 184,183.816 shares of Common Stock. I. As more fully set forth below, the Parties have agreed to resolve the Action and their disputes by having the Lola Trust revise the Partial Tender Offer upon the terms and conditions set forth in this Agreement and the attachments to this Agreement and the regulatory filings incident to this Agreement and related to the Revised Tender Offer (as defined herein). TERMS NOW, THEREFORE, for value received, the receipt and sufficiency of which are hereby acknowledged, intending to be bound by this Agreement, the Parties agree as follows: 1. Definitions 1.1. Action -- The Action is the proceeding pending before the United States District Court for the District of Maryland, styled Neuberger Berman Real Estate Income Fund Inc. v. Lola Brown Trust No. 1B, et al., Civ. No. 04-3056 AMD. 1.2. Business Day - Business Day shall have the meaning provided in Rule 14d-1 of the Securities Exchange Act of 1934, as amended. 1.3. Closing Date -- The Closing Date is that date upon which the Lola Trust accepts tendered shares of Common Stock for payment under and pursuant to the terms and conditions of the Revised Tender Offer. 1.4. Court -- The Court is the United States District Court for the District of Maryland. 1.5. Effective Date -- The Effective Date of this Agreement is that date on which this Agreement is executed by counsel for all Parties and all conditions set forth in Section 2 shall be satisfied or waived in writing by counsel for all Parties. 1.6. Execution Date -- The Execution Date of this Agreement is that date by which counsel for each of the Parties has executed this Agreement. 1.7. Liquidation Proposal -- The Liquidation Proposal is the proposal made by NRL to its stockholders for the liquidation of NRL and the distribution of the net proceeds to the stockholders. 1.8. MCSAA -- The MCSAA is the Maryland Control Share Acquisition Act. 1.9. NRL Board -- The Board of Directors of NRL. 1.10. NRL Independent Directors -- The directors of NRL who are not "interested persons" of NRL, as defined in the Investment Company Act of 1940, as amended. 1.11. Revised Tender Offer -- The Revised Tender Offer is the revised tender offer, including a revised letter of transmittal, made by the Lola Trust for any and all of the Common Stock, subject to a minimum condition that after consummation of the tender offer the Lola Trust would own a majority of the outstanding shares of NRL at a purchase price per share of Common Stock payable in cash equal to 99.0% of NRL's net asset value, as determined by NRL's fund administrator in the ordinary course using its regular procedures, at the close of trading on the NYSE as of the Closing Date and on the other terms and conditions set forth in Exhibit 1 to this Agreement. 1.12. Rights Plan -- The Rights Plan is the Rights Agreement between NRL and The Bank of New York, as Rights Agent, dated as of July 16, 2007. 1.13. Special Stockholders' Meeting -- The Special Stockholders' Meeting is the meeting of the stockholders' presently scheduled to occur on August 28, 2007 and any adjourned session of that meeting. 2. Obligations and Conditions 2.1. Within two Business Days of the Execution Date, the NRL Board, including a majority of the NRL Independent Directors, shall adopt resolutions (i) approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (ii) finding that this Agreement providing the opportunity for the NRL common stockholders to participate in the Revised Tender Offer is in the best interests of NRL and its stockholders, (iii) recommending that the holders of Common Stock tender their shares of Common Stock in the Revised Tender Offer (the "NRL Board Recommendation"), (iv) amending the Rights Plan so that none of the Revised Tender Offer, the execution of this Agreement or the consummation of the Revised Tender Offer or the other transactions contemplated by this Agreement will trigger the separation or exercise of the Rights (as defined in the Rights Plan) or any adverse event under the Rights Plan (namely that the Lola Trust will not be deemed to be an "Acquiring Person" (as defined in the Rights Plan) solely by virtue of the Revised Tender Offer or the consummation thereof, the approval, execution, delivery, adoption or performance of this Agreement or the consummation of any other transactions contemplated by this Agreement), and (v) amending the bylaws of NRL in accordance with Section 3-702(b) of the MCSAA so that the provisions of the MCSAA will not apply to the voting rights of the shares of Common Stock that are acquired by the Lola Trust and/or its associates pursuant to the Revised Tender Offer (the "MCSAA Bylaw"). In furtherance of the foregoing, the NRL Board shall not adopt any rights plan or similar arrangement, or amend, modify or revoke the MCSAA Bylaw, prior to the Closing Date that interferes with the transactions contemplated by the Revised Tender Offer. 2.1.1. The adoption of the resolutions set forth above in Section 2.1 shall be a condition to the Effective Date of this Agreement. 3. Effective Date 3.1. This Agreement shall not be binding upon the Parties until the Effective Date, except for those obligations required to be performed by a party after the Execution Date and prior to the Effective Date. 4. Revised Tender Offer 4.1. Within two Business Days of the Effective Date of this Agreement, the Lola Trust shall, in accordance with applicable rules under the Securities Exchange Act of 1934, as amended (the "1934 Act"), announce and make the Revised Tender Offer and publish, send or give the Revised Tender Offer to NRL common stockholders, which shall provide for an expiration date no earlier than the 20th Business Day following (and including the day of) the commencement of the Revised Tender Offer. In the event that the Closing Date does not occur on or prior to September 21, 2007, the Lola Trust shall terminate the Revised Tender Offer and shall not commence any new tender offer. 4.2. Promptly after the date the Revised Tender Offer is first published, sent or given to NRL stockholders, NRL shall file with the SEC an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 that will contain, among other disclosure, the NRL Board Recommendation. 4.3. The Lola Trust shall cause the Revised Tender Offer to be disseminated to the holders of the Common Stock. NRL and its counsel shall be given a reasonable opportunity to review and comment upon the Revised Tender Offer before it is filed with the Securities and Exchange Commission ("SEC") and disseminated to holders of Common Stock. NRL shall cause the Schedule 14D-9 to be disseminated to holders of Common Stock. The Lola Trust and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed with the SEC and disseminated to holders of Common Stock. In addition, each Party shall provide the other and its counsel with any comments that they or their counsel may receive from time to time from the SEC or its staff with respect to the Revised Tender Offer promptly after the receipt of such comments, consult with the other and its counsel prior to responding to any such comments and provide the other with copies of all such responses. NRL shall promptly after the Effective Date furnish the Lola Trust with mailing labels containing the names and addresses of all record holders of Common Stock and with security position listings of Common Stock held in stock depositories, each as of a recent date, together with all other available listings and computer files, including a NOBO list, containing names, addresses and security position listings of record holders and beneficial owners of Common Stock. Except for such steps as are necessary to disseminate the Revised Tender Offer and any other documents necessary to consummate the Revised Tender Offer, the Lola Trust shall hold in confidence such information, shall use such information solely in connection with the Revised Tender Offer, and, if the Revised Tender Offer is terminated pursuant to this Agreement, shall promptly deliver or cause to be delivered to NRL all copies of such information in its possession or in the possession of its agents or representatives. 4.4. Without the prior consent of NRL, the Lola Trust shall not (i) decrease the per share amount or change the form of consideration payable in the Revised Tender Offer to holders of shares of Common Stock, (ii) decrease the number of shares of Common Stock sought to be purchased in the Revised Tender Offer, (iii) extend or delay the Closing Date to a date later than September 21, 2007, (iv) amend or waive satisfaction of the condition of the Revised Tender Offer that requires NRL stockholders to tender to the Lola Trust at least a number of shares of Common Stock such that, immediately after the Closing Date and upon closing of the Revised Tender Offer, the Lola Trust would own a majority of the outstanding shares of NRL, including the shares of Common Stock currently owned by the Lola Trust (the "Minimum Tender Condition"), (v) impose additional conditions, or modify or amend the conditions, to the Revised Tender Offer (other than to waive such tender offer conditions (other than the Minimum Tender Condition)), or (vi) modify or amend any other term of the Revised Tender Offer in any manner adverse to the holders of shares of Common Stock. Notwithstanding the foregoing, the Lola Trust may increase the per share amount payable in the Revised Tender Offer to holders of shares of Common Stock. 4.5. The Lola Trust shall cause the depositary for the Revised Tender Offer to provide to NRL and its counsel reports of tendered Common Stock at the same time as reports are provided to the Lola Trust or its representatives. NRL shall hold in confidence such information, shall use such information solely in connection with the Revised Tender Offer, and, if the Revised Tender Offer is terminated pursuant to this Agreement, shall promptly deliver or cause to be delivered to Defendants all copies of such information in its possession or in the possession of its agents or representatives. 5. NRL Stockholders' Meeting 5.1. There are presently two major items on the agenda of the Special Stockholders' Meeting -- the election of directors and approval of the Liquidation Proposal. 5.2. NRL shall convene the Special Stockholders' Meeting and, if a quorum is present, conduct the vote for the election of directors, subject to the pertinent terms of this Agreement. At such special meeting, the Defendants shall vote in accordance with Section 10.2 hereof, and, subject to Section 10.3, evidence of the proxies in respect of such vote shall be submitted to NRL promptly following the date on which proxy materials related to the Special Stockholders' Meeting are first mailed to NRL stockholders. 5.3. Immediately upon completion of the election of directors on August 28, 2007, or, if a quorum is not present on August 28, 2007, NRL shall adjourn the Special Stockholders' Meeting for thirty days. 5.4. In the event that the Closing Date of the Revised Tender Offer occurs on or prior to September 21, 2007, NRL shall immediately withdraw the Liquidation Proposal from consideration at any adjourned session of the Special Stockholders' Meeting. 5.5. In the event that the Closing Date of the Revised Tender Offer does not occur on or prior to September 21, 2007, NRL may reconvene the Special Stockholders' Meeting in order to conduct the stockholders' vote on the Liquidation Proposal and, if a quorum was not present on August 28, 2007, to complete the voting for election of directors. At such reconvened special meeting, the Defendants shall vote in accordance with Section 10.2 hereof, and, subject to Section 10.3, evidence of the proxies in respect of such vote shall be submitted to NRL promptly following the date on which proxy materials related to the Special Stockholders' Meeting are first mailed to NRL stockholders. Promptly following receipt, NRL shall cause the inspector of elections to hold such proxies in escrow to be voted at such time and in the manner contemplated by this Agreement. 6. Change in Control 6.1. In the event that the Closing Date of the Revised Tender Offer occurs, the NRL Board will call a special meeting of NRL stockholders to vote on the election of three nominees for election to the NRL Board to be proposed by the Lola Trust. Such special meeting shall be held as promptly as practicable after the Closing Date and the record date for such special meeting shall be as soon after the Closing Date as possible. 6.2. In the event that the Closing Date of the Revised Tender Offer occurs, NRL and its management shall provide reasonable cooperation to the Lola Trust, its nominees and other designees, in order to effect an orderly transition in connection with the change in control of NRL. 6.3. Upon the election of the Lola Trust nominees as directors of NRL, (i) all of the other then-incumbent NRL Board members shall immediately resign, (ii) Neuberger Berman Management Inc. shall immediately resign as administrator to NRL, and Neuberger Berman Management Inc. and NBLLC will resign as investment adviser and sub-adviser to NRL and shall provide reasonable cooperation to the Lola Trust, its nominees and other designees, in order to effect an orderly transition, and (iii) NRL shall waive the notice period applicable to the resignations referred to in clause (ii) so as to make such resignations effective immediately, subject to Neuberger Berman Management Inc. and NBLLC agreeing to provide assistance reasonably requested by NRL in connection with the transition of the administrator and adviser functions to other entities. 6.4. As promptly as practical after the election of the Lola Trust nominees, NRL and the Lola Trust shall take all actions necessary to change NRL's name to a name that does not include "Neuberger Berman", or any derivation thereof, and NBLLC shall be an express third party beneficiary of this section. 6.5. From and after the Closing Date, NRL and any successor shall, and the Lola Trust and any affiliated entities to whom it may transfer NRL shares, shall cause NRL or its successor(s) to, indemnify and hold harmless each individual who on the Closing Date is, or at any time prior to the Closing Date was, a director, officer, employee or agent of NRL (each, an "Indemnitee" and, collectively, the "Indemnitees") with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any action or proceeding (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, acts or omissions by an Indemnitee in the Indemnitee's capacity as a director, officer, employee or agent of NRL or taken at the request of NRL, to the extent permitted under NRL's charter and bylaws or to the extent required by the indemnification agreements between NRL and any such Indemnitee, each as in effect on the date of this Agreement. Without limiting the foregoing, NRL shall not amend, repeal or otherwise modify, and the Lola Trust shall not cause to be amended, repealed or otherwise modified, the provisions of the articles of incorporation and bylaws of NRL with respect to limitation of liabilities of directors and officers and indemnification, and such indemnification agreements in effect as of the date of this Agreement in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from and after the Closing Date, NRL shall, and the Lola Trust shall cause NRL to, pay any expenses (including fees and expenses of legal counsel) of any Indemnitee under this section (including in connection with enforcing the indemnity and other obligations provided for in this section) as incurred to the extent permitted under NRL's charter and bylaws or to the extent required by the indemnification agreements between NRL and any such Indemnitee, each as in effect on the date of this Agreement; provided that the individual Indemnitee to whom expenses are advanced provides an undertaking to repay such advances to the extent required thereby. The provisions of this section are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives (it being expressly agreed that such persons shall be third-party beneficiaries of this section) and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such individual may have. The obligations of the Lola Trust and NRL under this section shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee unless the affected Indemnitee shall have consented in writing to such termination or modification. 7. No Admissions 7.1. NRL and Defendants have denied, and continue to deny, that they have committed any wrongdoing, violations of law, or breaches of duty, and their execution of this Agreement and implementation of the settlement, compromise and release effected thereby shall not constitute, or be admissible into evidence as, an admission of any wrongdoing by NRL or any of the Defendants. 7.2. Each of NRL and the Defendants represents that it is entering into this Settlement solely because the proposed settlement would eliminate the burden, expense, and distraction of further litigation. 8. Restriction on Securities Transactions Prior to Closing 8.1. Attached to this Agreement as Exhibit 2 is a list of securities held by NRL as of July 31, 2007, which has been previously publicly disclosed. 8.2. As of the Effective Date and until the first to occur of the Closing Date of the Revised Tender Offer or the approval of the Liquidation Proposal by the NRL stockholders, neither Defendants nor anyone acting on behalf of any Defendant shall sell any security listed on Exhibit 2. 9. Disposition of the Action 9.1. Neither NRL nor any of the Defendants will take an appeal from or otherwise seek to challenge or vacate the Summary Judgment Ruling in the Action. The Parties reserve their respective rights to argue their positions (including arguing error by the Court in the Action) in any future litigation and proceedings other than the Action. 9.2. The Parties shall each bear their own respective costs, attorneys' fees, and expenses incurred in relation to the Action and the implementation of this settlement and shall waive any right to recover costs, attorneys' fees, and expenses from any other Party or person, other than as may be provided under an insurance policy providing coverage therefor. Following the transfer of control as provided for in Section 6.3, the Lola Trust will cause NRL or its successor(s) to pay all invoices from NRL's attorneys for services rendered through the date of the transfer of control. 9.3. Concurrently with the execution of this Agreement, pursuant to F.R. Civ. P. 41(a), the parties to the Action, by their respective counsel, will execute a Stipulation of Dismissal with Prejudice, in the form annexed as Exhibit 3 hereto, dismissing the Action with prejudice, with each party to bear its own costs and with a waiver of any costs, fees, and sanctions previously awarded by the Court, it being understood that any such award of costs, fees and sanctions heretofore issued by the Court is not final and would, in the absence of this settlement, be subject to challenge and possible reversal on appeal. 9.4. At any time after the Effective Date, any party may file the executed Stipulation of Dismissal with Prejudice with the Court. 10. Provisions For Liquidation In The Event The Revised Tender Offer Is Not Completed 10.1. The provisions of this section relating to the Liquidation Proposal apply only in the event that NRL is permitted by this Agreement to hold the adjourned Special Stockholders' Meeting for the purpose of voting on the Liquidation Proposal. In the event the Closing Date of the Revised Tender Offer occurs on or prior to September 21, 2007, then the provisions of this section relating to the Liquidation Proposal shall be null and void and of no force or effect whatsoever. Notwithstanding the foregoing, the provisions of this section relating to the vote for election of directors shall be binding in all respects. 10.2. At the Special Stockholders' Meeting and any adjournment(s) thereof, all shares of Common Stock that are owned, controlled, or with respect to which voting power or discretion is held as of the record date for the Special Stockholders' Meeting, by one or more of the Defendants or by a person or entity, whether now existing or organized in the future, affiliated with a Defendant or under the control of one or more Defendants, including, without limitation, the Lola Trust, will be voted: 10.2.1. For the Liquidation Proposal, and 10.2.2. For management's nominees for election as directors. 10.3. The proxies evidencing such votes shall not be superseded, revoked or withdrawn by any means. Defendants shall notify NRL's undersigned counsel of the number of shares of Common Stock so voted and the name of the holder as shown on the relevant proxy card(s). If shares of Common Stock are held in street name, the notification shall so specify, indicating the name of the record holder and providing a copy of the voting instruction issued to such record holder. For purposes of this Agreement, shares of Common Stock controlled by Defendants shall be deemed to include (but not be limited to) all shares of Common Stock disclosed in the Revised Tender Offer as owned by the Lola Trust. 10.4. In the event that this section is triggered, no Defendant, and no person or entity, whether now existing or organized in the future, affiliated with a Defendant or under the control of one or more Defendants, including, without limitation, the Lola Trust, will solicit, recommend, advise or urge, formally or informally, publicly or privately, anyone to vote against the Liquidation Proposal at the adjourned Special Stockholders' Meeting and any adjournment(s) thereof. 11. Releases 11.1. This Agreement shall completely discharge, settle, release, and bar all claims, rights, demands, suits, matters, issues or causes of action, whether known or unknown, absolute or contingent, liquidated or unliquidated, suspected or unsuspected, choate or inchoate, at law, in equity or otherwise, whether or not asserted, threatened, alleged or litigated 11.1.1. of NRL against any of the Defendants and any of the Defendants' present or former officers, directors, employees, agents, attorneys, advisors, insurers, accountants, financial advisors, trustees, beneficiaries, commercial bank lenders, persons who provided fairness opinions, investment bankers, associates, representatives, affiliates, parents, subsidiaries (including the directors and officers of such affiliates, parents, and subsidiaries), general partners, limited partners, partnerships, heirs, executors, personal representatives, estates, administrators, successors and assigns, and 11.1.2. of Defendants against NRL and any of its present or former officers, directors, employees, agents, attorneys, advisors, insurers, accountants, financial advisors, investment advisers and sub-advisers, administrators, trustees, commercial bank lenders, persons who provided fairness opinions, investment bankers, associates, representatives, affiliates, parents, subsidiaries (including the directors and officers of such affiliates, parents, and subsidiaries), general partners, limited partners, partnerships, heirs, executors, personal representatives, estates, administrators, successors and assigns. 11.2. The releases provided for by this Agreement shall be applicable and effective as to all claims whether under state, federal or foreign law, including the federal securities laws, or under common law or in equity, and whether raised directly, derivatively, representatively or in any other capacity, that are asserted in the Action or that arise out of or relate in any way to the acts, facts, subject matter or events referenced or alleged in the Action, including, but not limited to, the Tender Offer and NRL's defense thereof (the "Settled Claims"); provided, however, that nothing herein shall be deemed to release the rights of any party or releasee to enforce the terms of this Agreement. 11.3. The release set forth in this Agreement extends to claims that a releasor does not know or suspect to exist at the time of the release, which, if known, might have affected the decision to enter into the release. Each releasor shall be deemed to waive any and all provisions, rights and benefits conferred by any law of the United States or any state or territory of the United States or any other jurisdiction, or principle of common law, which governs or limits a person's release of unknown claims. Each releasor shall be deemed to waive and relinquish, to the full extent permitted by law, the provisions, rights and benefits of ss. 1542 of the California Civil Code which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH DEBTOR. 11.4. In addition, each releasor shall be deemed to waive and relinquish any and all provisions, rights and benefits conferred by any law of any state or territory of the United States or any other jurisdiction, or principle of common law, which is similar, comparable or equivalent to California Civil Code ss. 1542. Each releasor acknowledges that it may discover facts in addition to or different from those that it now knows or believes to be true with respect to the subject matter of this release, but that it is the intention of each releasor to fully, finally and forever settle and release any and all claims released hereby, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, without regard to the subsequent discovery or existence of such additional or different facts. 12. Miscellaneous 12.1. This Agreement may be modified or amended only by a writing signed by an authorized representative of the parties hereto. 12.1.1. No representations, warranties, or inducements have been made by any party hereto concerning this Agreement other than those contained and memorialized herein. 12.1.2. This Agreement was the product of mutual bargaining between and among the parties and, therefore, will not be construed against one party or another. 12.1.3. This Agreement supersedes all negotiations, whether oral or written, and statements made before or after its acceptance. 12.1.4. This Agreement and the Exhibits constitute the entire agreement of the Parties concerning the subject matter of this Agreement, with the exception of the agreed Protective Order filed in the Action, which shall continue to apply. 12.2. Any failure by any party to insist upon the strict performance by any other party of any of the provisions of this Agreement shall not be deemed a waiver of any of the provisions hereof, and such party, notwithstanding such failure, shall have the right thereafter to insist upon the strict performance of any and all of the provisions of this Agreement to be performed by such other party. 12.3. No waiver, express or implied, by any party of any breach or default by any other party in the performance by the other party of its obligations under this Agreement shall be deemed or construed to be a waiver of any other breach or default, whether prior, subsequent, or contemporaneous, under this Agreement. 12.4. This Agreement will be executed by the undersigned counsel for the parties, each of whom represents and warrants that he has fully reviewed the substance of this Agreement with his client(s) and has authority from his client(s) to enter into this Agreement on their behalf. 12.5. Neither the existence of this Agreement, nor the contents of this Agreement, nor any negotiations, statements or proceedings in connection therewith, shall be deemed a presumption, concession or admission, or evidence of a presumption, concession or admission, by any party in the Action of any fault, liability or wrongdoing as to any facts or claims alleged or asserted in the Action, or any other action or proceeding (whether civil, criminal or administrative) except for such proceedings as may be necessary to effect the provisions of this Agreement. 12.5.1. Neither the existence of the Agreement, nor its contents, nor any negotiations, statements or proceedings in connection therewith, shall be offered or admitted in evidence or referred to, interpreted, construed, invoked, or otherwise used by any person for any purpose in the Action or in any other action, litigation or proceeding (whether civil, criminal or administrative) except for such proceedings as may be necessary to effect the provisions of this Agreement. 12.5.2. Neither the existence of the Agreement, nor its contents, nor any negotiations, statements or proceedings in connection therewith, shall be offered or admitted in evidence or referred to, interpreted, construed, invoked, or otherwise used against NRL or any of the Defendants as evidence of a presumption, concession or admission of any fault, misrepresentation or omission with respect to any statement or written document approved or made by NRL or any of the Defendants. 12.5.3. This provision shall remain in force in the event the Settlement is terminated. 12.6. This Agreement shall be governed by, and construed in accordance with the laws of the State of Maryland, without regard to the principles of conflicts of law therein. Should any conflicts arise requiring judicial determination or enforcement of the terms of this Agreement, venue shall lie in the United States District Court for the District of Maryland. 12.7. The Parties represent that they fully understand all of the terms, covenants, conditions, provisions and obligations of this Agreement, and each believes that this Agreement is a fair, just and reasonable resolution of the issues between the Parties. 12.8. Each signatory below enters into this Agreement willingly, voluntarily, without coercion, with full knowledge of its rights and obligations under this Agreement. 12.9. Each signatory below acknowledges that it has worked together with each other Party mutually to craft the Agreement's terms and conditions. Each signatory below further acknowledges that, given this joint drafting effort, no ambiguity, whether actual or perceived, shall be interpreted against any signatory below or shall result in a presumption or burden shifting against any signatory below as the primary drafter of the Agreement. 12.10. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective heirs, personal representatives, successors and assigns. 12.11. This Agreement may be executed simultaneously in one or more counterparts and via facsimile, each of which, when so executed and delivered, shall be deemed an original, but all of which together constitute one instrument. If this Agreement is executed in counterparts, then the Parties shall exchange a sufficient number of such counterparts so that each may have a copy of this Agreement that bears the original signatures of all Parties to this Agreement. In making proof of this Agreement, it shall not be necessary to produce or account for all counterparts. 12.12. The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. 12.13. Should any provision of this Agreement be held to be illegal or unenforceable by a court of competent jurisdiction, it shall be deemed severed from this Agreement, and the remaining provisions shall remain fully enforceable. 13. Notices 13.1. Any notices hereunder shall be delivered by email or facsimile, with copy by ordinary mail, directed as follows: 13.2. To NRL by delivery to: Michael L. Hirschfeld, Esq. Milbank, Tweed, Hadley & McCloy, LLP 1 Chase Manhattan Plaza New York, NY 10005-1413 Email: mhirschfeld@milbank.com Fax: (212) 822-5832 and Arthur Delibert, Esq. Kirkpatrick & Lockhart Preston Gates Ellis LLP 1601 K Street, NW Washington, D.C. 20006-1600 Email: arthur.delibert@klgates.com Fax: (202) 778-9100 and David Clarke, Jr., Esq. DLA Piper US LLP 6225 Smith Avenue Baltimore, MD 21209 Email: david.clarke@dlapiper.com Fax: (703) 773-5090 With a copy by mail to NRL c/o Neuberger Berman Management Inc., at 605 Third Avenue, New York, NY 10158-0180. 13.3. To Defendants by delivery to James H. Hulme, Esq. Arent Fox LLP 1050 Connecticut Avenue, N.W. Washington, D.C. 20036-5339 Email: hulme.james@arentfox.com Fax: (202) 857-6395 13.4. Delivery shall be deemed to be effective on the next Business Day after the date of email or facsimile transmission. 1. 14. Signatures IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above. - ---------------------------------- --------------------------------------------- ARENT FOX LLP MILBANK, TWEED, HADLEY & McCLOY LLP By: /s/ James H. Hulme James H. Hulme, Esq. By:/s/ Michael L. Hirschfeld 1050 Connecticut Avenue, N.W. Michael L. Hirschfeld, Esq. Washington, D.C. 20036-5339 1 Chase Manhattan Plaza New York, NY 10005-1413 On behalf of Defendants On behalf of NRL - ---------------------------------- --------------------------------------------- EX-99.A70 7 exa70tramsmittal.txt EXHIBIT (A)(70) LETTER OF TRANSMITTAL Exhibit (a)(70) Letter of Transmittal To Tender Shares of Common Stock of NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. at 99% of the Net Asset Value Per Share+ Pursuant to Supplement No. 8 dated August 17, 2007 by LOLA BROWN TRUST NO. 1B THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED, AND WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 14, 2007, UNLESS THE OFFER IS FURTHER EXTENDED. 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) Delivery of this Letter of Transmittal to an address other than as set forth above does not constitute a valid delivery. All questions regarding the Offer should be directed to the information agent, MacKenzie Partners, Inc., at its address and telephone numbers as set forth on the back cover page of this Letter of Transmittal. The instructions set forth in this letter of transmittal should be read carefully before this letter of transmittal is completed.
DESCRIPTION OF SHARES TENDERED Name(s) and address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) Shares Tendered appear(s) on share certificate(s)) (Attach Additional Signed List if Necessary) - ------------------------------------------------------------------------------------------------------------------------------------ Total Number of Shares Number Certificate Represented by of Shares Number(s)* Certificate(s)* Tendered** ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ Total Shares
- ------------------------- + As determined at the closing of trading on the New York Stock Exchange on September 14, 2007. * Need not be completed if transfer is made by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all shares described above are being tendered. See Instruction 4. - -------------------------------------------------------------------------------- DIVIDEND REINVESTMENT PLAN SHARES (SEE INSTRUCTION 12) THIS SECTION IS TO BE COMPLETED ONLY BY PARTICIPANTS IN THE DIVIDEND REINVESTMENT PLAN WHO WISH TO TENDER SHARES HELD BY THE DIVIDEND REINVESTMENT PLAN. |_| Check here to instruct the depositary to tender on behalf of the undersigned ALL the shares credited to the Dividend Reinvestment Plan account of the undersigned (including any shares purchased on or after August 17, 2007, and credited to such account, which are not reflected on the pre-addressed label). |_| Check here to instruct the depositary to tender on behalf of the undersigned the following number of shares credited to the Dividend Reinvestment Plan account of the undersigned:____________________ . - -------------------------------------------------------------------------------- This letter of transmittal is to be used either if certificates for shares (as defined below) are to be forwarded herewith or, unless an agent's message (as defined in Section 6 of the Offer to Purchase (as defined below)) is utilized, if delivery of shares is to be made by book-entry transfer to an account maintained by the depositary (as defined below) at the book-entry transfer facility (as defined in Section 6 of the Offer to Purchase) pursuant to the procedures set forth in Section 7 of the Offer to Purchase. Tendering stockholders whose certificates for shares are not immediately available or who cannot deliver either the certificates for, or a book-entry confirmation (as defined in Section 6 of the Offer to Purchase) with respect to, their shares and all other documents required hereby to the depositary prior to the expiration date (as defined in Section 5 of the Offer to Purchase) must tender their shares in accordance with the guaranteed delivery procedures set forth in Section 7 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. |_| CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH HE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY ELIVER SHARES BY BOOK-ENTRY TRANSFER): Name of Tendering Institution: ____________________________________________ Account Number: ________________________________________________________ Transaction Code Number: _______________________________________________ |_| CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EPOSITARY. ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING: Name(s) of Registered Owners(s): __________________________________________ Date of Execution of Notice of Guaranteed Delivery: _______________________ Name of Institution that Guaranteed Delivery: _____________________________ If delivered by book-entry transfer, check box: |_| Name of Tendering Institution: _________________________________________ Account Number: ________________________________________________________ Transaction Code Number: _______________________________________________ IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 11. NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to the Lola Brown Trust No. 1B, an irrevocable grantor trust domiciled and administered in Alaska (the "Lola Trust or "Purchaser"), the above-described 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 Purchaser's Amended and Restated Offer to Purchase dated May 24, 2005 and this letter of transmittal (which, together with any amendments or supplements thereto or hereto, collectively constitute the "Offer"), receipt of which is hereby acknowledged. Subject to and effective on acceptance for payment of, and payment for, the shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser, all right, title and interest in and to all the shares that are being tendered hereby (and any and all non-cash dividends, distributions, rights, other shares or other securities issued or issuable in respect thereof on or after August 17, 2007 (collectively, "Distributions")) and irrevocably constitutes and appoints The Colbent Corporation (the "depositary"), the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned's rights with respect to such shares (and any and all Distributions), to (a) deliver certificates for such shares (and any and all Distributions) or transfer ownership of such shares (and any and all Distributions) on the account books maintained by the book-entry transfer facility, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of the Purchaser, (b) present such shares (and any and all Distributions) for transfer on NRL's books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares (and any and all Distributions), all in accordance with the terms of the Offer. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the shares tendered hereby and, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good title thereto, free and clear of all liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse claim or right. The undersigned will, on request by the depositary or the Purchaser, execute any additional documents deemed by the depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby (and any and all such other shares or other securities or rights), all in accordance with the terms of the Offer. All authority conferred or agreed to be conferred pursuant to this letter of transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. The undersigned hereby irrevocably appoints Stephen C. Miller and Nicole L. Murphey, and each of them, and any other designees of the Purchaser, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote at any annual, special or adjourned meeting of NRL's stockholders or otherwise in such manner as each such attorney-in-fact and proxy or his/her substitute shall in his/her sole discretion deem proper, to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his/her substitute shall in his/her sole discretion deem proper, and to otherwise act as each such attorney-in-fact and proxy or his/her substitute shall in his/her sole discretion deem proper, with respect to the shares tendered hereby that have been accepted for payment by the Purchaser prior to the time any such action is taken and with respect to which the undersigned is entitled to vote. This appointment is effective when, and only to the extent that, the Purchaser accepts for payment such shares as provided in the Offer to Purchase. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such shares in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney, proxies and consents given by the undersigned with respect to such shares will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be effective) by the undersigned. The undersigned understands that the valid tender of shares pursuant to any of the procedures described in Section 7 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Purchaser on the terms and subject to the conditions of the Offer. It is a violation of Rule 14e-4 promulgated under the Exchange Act for a person acting alone or in concert with others, directly or indirectly, to tender shares for such person's own account unless at the time of tender and at the expiration date such person has a "net long position" in (a) the shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such shares for the purpose of tender to the Purchaser within the period specified in the Offer, or (b) other securities immediately convertible into, exercisable for or exchangeable into shares ("Equivalent Securities") that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such shares so acquired for the purpose of tender to the Purchaser within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of shares made pursuant to any method of delivery set forth herein will constitute the tendering shareholder's representation and warranty to the Purchaser that (a) such shareholder has a "net long position" in shares or Equivalent Securities being tendered within the meaning of Rule 14e-4, and (b) such tender of shares complies with Rule 14e-4. Our acceptance for payment of shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and the Purchaser upon the terms and subject to the conditions of the Offer. Unless otherwise indicated herein under "Special Payment Instructions," please issue the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under "Description of Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under "Description of Shares Tendered." In the event that both the "Special Delivery Instructions" and the "Special Payment Instructions" are completed, please issue the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Please credit any shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the book-entry transfer facility designated above. The undersigned recognizes that the Purchaser has no obligation pursuant to the "Special Payment Instructions" to transfer any shares from the name of the registered holder(s) thereof if the Purchaser does not accept for payment any of the shares so tendered.
____________________________________________________________________________________________________________________________________ SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7) To be completed ONLY if certificates for shares not To be completed ONLY if certificates for shares not tendered or not accepted for payment and/or the check for tendered or not accepted for payment and/or the check for payment of the purchase price of shares accepted for payment payment of the purchase price of shares accepted for payment are to be issued in the name of someone other than the are to be sent to someone other than the undersigned or to undersigned. the undersigned at an address other than that above. Issue: |_| Check Mail: |_| Check |_| Certificate(s) to: |_| Certificate(s) to: Name _________________________________________________ Name _______________________________________________ (Please print) (Please print) Address ______________________________________________ Address ____________________________________________ ______________________________________________________ ____________________________________________________ ______________________________________________________ ____________________________________________________ (Include Zip Code) (Include Zip Code) ______________________________________________________ ____________________________________________________ (Employer Identification or Social Security Number) (Employer Identification or Social Security Number) ____________________________________________________________________________________________________________________________________
SIGN HERE (Also Complete Substitute Form W-9 Below) ________________________________________________________________________________ ________________________________________________________________________________ (Signature(s) of Stockholder(s)) Dated: ___________________________________, 2007 (Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) for the shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.) Name(s): _______________________________________________________________________ ________________________________________________________________________________ (Please Print) Capacity (Full Title): _________________________________________________________ Address: _______________________________________________________________________ ________________________________________________________________________________ (Include Zip Code) Daytime Area Code and Telephone Number: ________________________________________ Employer Identification or Social Security Number: _____________________________ (Complete Accompanying Substitute Form W-9) GUARANTEE OF SIGNATURE(S) (If Required--See Instructions 1 and 5) Authorized Signature: __________________________________________________________ Name: __________________________________________________________________________ (Please Print) Name of Firm: __________________________________________________________________ Title: _________________________________________________________________________ Address: _______________________________________________________________________ ________________________________________________________________________________ (Include Zip Code) Daytime Area Code and Telephone Number: ________________________________________ Dated: ________________________________________, 2007 INSTRUCTIONS Forming Part of the Terms and Conditions of the Offer 1. Guarantee of Signatures. No signature guarantee is required on this letter of transmittal (a) if this letter of transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the book-entry transfer facility's system whose name appears on a security position listing as the owner of the shares) of shares tendered herewith, unless such registered holder(s) has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on this letter of transmittal or (b) if such shares are tendered for the account of a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an "eligible guarantor institution," as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "eligible institution"). In all other cases, all signatures on this letter of transmittal must be guaranteed by an eligible institution. See Instruction 5. 2. Requirements of Tender. This letter of transmittal is to be completed by stockholders either if certificates are to be forwarded herewith or, unless an agent's message (as defined below) is utilized, if delivery of shares is to be made pursuant to the procedures for book-entry transfer set forth in Section 7 of the Offer to Purchase. For a stockholder validly to tender shares pursuant to the Offer, either (a) a letter of transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, and any other required documents, must be received by the depositary at one of its addresses set forth on the back of this letter of transmittal prior to the expiration date and either certificates for tendered shares must be received by the depositary at one of such addresses or shares must be delivered pursuant to the procedures for book-entry transfer set forth herein (and a book-entry confirmation must be received by the depositary), in each case prior to the expiration date, or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth below and in Section 7 of the Offer to Purchase. Stockholders whose certificates for shares are not immediately available or who cannot deliver their certificates and all other required documents to the depositary or complete the procedures for book-entry transfer prior to the expiration date may tender their shares by properly completing and duly executing the notice of guaranteed delivery pursuant to the guaranteed delivery procedures set forth in Section 7 of the Offer to Purchase. Pursuant to such procedures, (a) such tender must be made by or through an eligible institution, (b) a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by the Purchaser, must be received by the depositary prior to the expiration date and (c) the certificates for all tendered shares in proper form for transfer (or a book-entry confirmation with respect to all such shares), together with a letter of transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, and any other required documents, must be received by the depositary, in each case within three trading days after the date of execution of such notice of guaranteed delivery as provided in Section 7 of the Offer to Purchase. A "trading day" is any day on which the New York Stock Exchange is open for business. The term "agent's message" means a message transmitted by the book-entry transfer facility to, and received by, the depositary and forming a part of a book-entry confirmation, which states that such book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that such participant has received and agrees to be bound by the terms of the letter of transmittal and that the Purchaser may enforce such agreement against such participant. The method of delivery of shares, this letter of transmittal and all other required documents, including delivery through the book-entry transfer facility, is at the sole election and risk of the tendering stockholder. Shares will be deemed delivered only when actually received by the depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If delivery is by mail, overnight courier or registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. No alternative, conditional or contingent tenders will be accepted and no fractional shares will be purchased. All tendering stockholders, by execution of this letter of transmittal (or a facsimile hereof), waive any right to receive any notice of the acceptance for payment of their shares. 3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of shares should be listed on a separate schedule attached hereto. 4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry Transfer). If fewer than all the shares represented by any certificate submitted to the depositary are to be tendered, fill in the number of shares that are to be tendered in the box entitled "Number of Shares Tendered." In any such case, new certificate(s) for the remainder of the shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this letter of transmittal, as soon as practicable after the acceptance for payment of, and payment for, the shares tendered herewith. All shares represented by certificates delivered to the depositary will be deemed to have been tendered unless otherwise indicated. 5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this letter of transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without any change whatsoever. If any of the shares tendered hereby are owned of record by two or more joint owners, all such persons must sign this letter of transmittal. If any shares tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate letters of transmittal as there are different registrations of certificates. If this letter of transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Purchaser of the authority of such person so to act must be submitted with this letter of transmittal. If this letter of transmittal is signed by the registered owner(s) of the shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or certificates for shares not tendered or accepted for payment are to be issued, to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an eligible institution. If this letter of transmittal is signed by a person other than the registered owner(s) of the shares tendered hereby, the certificate(s) representing such shares must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an eligible institution. 6. Stock Transfer Taxes. The Purchaser will pay any stock transfer taxes with respect to the transfer and sale of shares to them pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if shares not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if shares tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this letter of transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted with this letter of transmittal. Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this letter of transmittal. 7. Special Payment and Delivery Instructions. If a check for the purchase price of any shares accepted for payment is to be issued in the name of, and/or certificates for any shares not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this letter of transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this letter of transmittal or to an address other than that shown above, the appropriate boxes on this letter of transmittal should be completed. 8. Waiver of Conditions. The Purchaser reserves the right, subject to the applicable rules and regulations of the Securities and Exchange Commission, to waive any of the specified conditions of the Offer, in whole or in part, in the case of any shares tendered; provided however, Purchaser shall have no right to waive Condition No. 4 as described in Supplement No. 8 to the Amended and Restated Offer to Purchase dated August 17, 2007, which conditions the Offer on stockholders tendering to the Purchaser at least 1,616,199 shares of common stock such that, after the expiration date and upon closing of the Offer, the Purchaser will own a majority of the Fund's outstanding shares, including the shares of common stock presently owned by the Purchaser. 9. 28% Backup Withholding. In order to avoid backup withholding of U.S. federal income tax on payments of cash pursuant to the Offer, a stockholder surrendering shares in the Offer must, unless an exemption applies, provide the depositary with such stockholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below in this letter of transmittal and certify under penalties of perjury that such TIN is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder's correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a $50 penalty on such stockholder and payment of cash to such stockholder pursuant to the Offer may be subject to backup withholding of 28%. Backup withholding is not an additional income tax. Rather, the amount of the backup withholding can be credited against the U.S. federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the stockholder upon filing an income tax return. A tendering stockholder is required to give the depositary the TIN (i.e., social security number or employer identification number) of the record owner of the shares being tendered. If the shares are held in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. The box in part 3 of the Substitute Form W-9 may be checked if the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in part 3 is checked, the stockholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the depositary will withhold 28% on all payments made prior to the time a properly certified TIN is provided to the depositary. However, such amounts will be refunded to such stockholder if a TIN is provided to the depositary within 60 days. Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign stockholders should complete and sign the main signature form and the appropriate Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the depositary, in order to avoid backup withholding. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. 10. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase, this letter of transmittal, the notice of guaranteed delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the information agent at its address set forth on the last page of this letter of transmittal. 11. Lost, Destroyed or Stolen Certificates. If any certificate representing shares has been lost, destroyed or stolen, the stockholder should promptly notify the transfer agent for the shares, Bank of New York, at 1-800-524-4458. The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate. This letter of transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed. 12. Dividend Reinvestment Plan. If you desire to tender shares credited to your account under NRL's Dividend Reinvestment Plan, you should complete the provisions under the caption "Dividend Reinvestment Plan Shares" above. A participant in the Dividend Reinvestment Plan may complete this box on only one letter of transmittal submitted by the participant. If a stockholder tenders shares held in the Dividend Reinvestment Plan, all shares credited to the stockholder's account(s) (including any shares purchased on or after August 17, 2007, and credited to such account(s), which are not reflected on the pre-addressed label included herewith) will be tendered, unless otherwise specified above in the box entitled "Dividend Reinvestment Plan Shares." In the event that the box captioned "Dividend Reinvestment Plan Shares" is not completed, no shares held in the tendering stockholder's Dividend Reinvestment Plan account will be tendered. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE HEREOF), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY. PAYER'S NAME: THE COLBENT CORPORATION SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT Social Security Number(s) OR Form W-9 AND CERTIFY BY SIGNING AND DATING BELOW Employer Identification Department of the Treasury Number(s) Internal Revenue Service _____________________________ Payer's Request for Taxpayer Identification Number ("TIN") ______________________________________________________________________________________________ Part 2--Certifications--Under penalties of perjury, I |_| Part 3 -- Awaiting TIN certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a |_| Part 4 -- Exempt TIN number to be issued to me); (2) I am not subject to backup withholding because (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a U.S. resident alien) ______________________________________________________________________________________________ Certification Instructions -- You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax returns. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating you are no longer subject to backup withholding, do not cross out such item (2). If you are exempt from backup withholding, check the box in Part 4. Signature: ____________________________________ Date: ____________________________ , 2007 Name: ____________________________________________________________________________________ (Please Print) Address: _________________________________________________________________________________ (Please Print)
NOTE:FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me and that either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the depositary by the time of payment, 28% of all reportable payments made to me will be withheld. Signature: _________________________________ Date: _____________________________ The letter of transmittal, certificates for shares and any other required documents should be sent or delivered by each stockholder of NRL or such stockholder's bank, broker, dealer, trust company or other nominee to the depositary at one of its addresses set forth below. The Depositary for the Offer is: [GRAPHIC OMITTED] 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) DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. Questions and requests for assistance may be directed to the information agent at the address set forth below. Additional copies of the Offer to Purchase, this letter of transmittal and the notice of guaranteed delivery may be obtained from the information agent. You may also contact your bank, broker, dealer, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: [GRAPHIC OMITTED] MACKENZIE PARTNERS, INC. 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.A71 8 exa71agrmnttender.txt EXHIBIT (A)(71) AGREEMENT TO TENDER Exhibit (a)(71) AGREEMENT TO TENDER THIS AGREEMENT TO TENDER, dated as of August 17, 2007 (the "Agreement"), is between Neuberger Berman, LLC (the "Stockholder") and Lola Brown Trust No. 1B (the "Lola Trust"). W I T N E S S E T H: WHEREAS, concurrently with the execution of this Agreement, Neuberger Berman Real Estate Income Fund Inc. ("NRL"), the Lola Trust, Ernest Horejsi Trust No. 1B, Badlands Trust Company, Stewart Horejsi, Susan Ciciora and Larry Dunlap will enter into the Agreement of Compromise, Settlement and Release (the "Settlement Agreement"; defined terms used herein and not capitalized shall have the meanings ascribed to them as provided for in the Settlement Agreement); NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Stockholder and the Lola Trust hereby agree as follows: ARTICLE I. TENDER OF SHARES OF COMMON STOCK AND OTHER COVENANTS OF THE STOCKHOLDER Section 1.1. Commencement of the Revised Tender Offer. In accordance with the Settlement Agreement, within two Business Days of the Effective Date of the Settlement Agreement, the Lola Trust shall, in accordance with applicable rules under the 1934 Act, announce and make the Revised Tender Offer and publish, send or give the Revised Tender Offer to NRL common stockholders, which shall provide for an expiration date no earlier than the 20th Business Day following (and including the day of) the commencement of the Revised Tender Offer. Section 1.2. Tender of Shares of Common Stock. In consideration of the commencement of the Revised Tender Offer, if the Lola Trust shall have complied with Section 1.1 and shall not subsequently have amended the Revised Tender Offer (other than as permitted pursuant to Section 4.4 of the Settlement Agreement, a "Permitted Subsequent Amendment"), the Stockholder shall take all actions which the Stockholder has the power to take in order to cause the tender, on or before the second Business Day prior to the Closing Date of the Revised Tender Offer of all of the shares of Common Stock owned by the Stockholder or any affiliates controlled by the Stockholder (together, in the aggregate, the "Owned Shares"), and shall not withdraw any such tendered shares unless this Agreement is terminated in accordance with its terms. Section 1.3. No Inconsistent Actions or Arrangements. Except as contemplated by this Agreement, provided that the Lola Trust has complied with Section 1.1 and shall not subsequently have amended the Revised Tender Offer (other than by a Permitted Subsequent Amendment), the Stockholder shall not, during the period from the date hereof until the termination of this Agreement in accordance with its terms (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of the Owned Shares or any interest therein, or create or permit to exist any pledge, lien, security interest, mortgage, trust, charge, claim, equity, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind on any or all of the Owned Shares (other than margin loans entered into in the ordinary course of business, such loans referred to herein as "Permitted Encumbrances"); (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Owned Shares or any interest therein; or (iii) take any other action that would in any way restrict, limit or interfere with the performance of the Stockholder's obligations hereunder or the transactions contemplated hereby. Section 1.4. Stop Transfer. Provided that the Lola Trust has complied with Section 1.1 and shall not subsequently have amended the Revised Tender Offer (other than by a Permitted Subsequent Amendment), the undersigned Stockholder shall not request that NRL register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Owned Shares, unless such transfer is made to perform the Stockholder's obligations under Section 1.2. ARTICLE II. MISCELLANEOUS Section 2.1. Termination. This Agreement shall terminate and be of no further force and effect upon the written mutual consent of the parties hereto. In addition, this Agreement shall automatically terminate and be of no further force and effect, without any action on the part of any of the parties hereto upon the expiration or termination of the Settlement Agreement. No such termination of this Agreement shall relieve any party hereto from any liability for any breach of this Agreement prior to termination. Section 2.2. Entire Agreement; No Third-Party Beneficiaries; Time of the Essence. This Agreement constitutes the entire agreement and supersedes any and all other prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof, and this Agreement is intended to confer rights or remedies hereunder only to the parties hereto; provided, however, the rights and remedies under this Agreement shall inure to the benefit of and be enforceable by and against the Stockholder's personal or legal representatives, executors, administrators, successors, and heirs. In interpreting this Agreement, time shall be of the essence. Section 2.3. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with the laws of the State of Maryland, without regard to the principles of conflicts of law therein. Should any conflicts arise requiring judicial determination or enforcement of the terms of this Agreement, venue shall lie in the United States District Court for the District of Maryland. Section 2.4 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement. Signature Page Agreement to Tender IN WITNESS WHEREOF, the Stockholder and the Lola Trust have caused this Agreement to be executed as of the date first written above. STOCKHOLDER Neuberger Berman, LLC By:_________________________________ Name: Title: Existing Owned Shares: 184,183.816 Lola Brown Trust No. 1B By:_________________________________ Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----