SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant []
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule
14a-6(e)(2))
[] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
NEUBERGER BERMAN REAL ESTATE INCOME FUND
INC.
- -----------------------------------------------------------
(Name of Registrant as Specified In Its
Charter)
PHILLIP GOLDSTEIN
- -----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than
the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the
filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid
previously. Identify the previous filing by
registration statement number, or the Form or Schedule and
the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PROXY STATEMENT OF PHILLIP GOLDSTEIN, A STOCKHOLDER OF
NEUBERGER BERMAN REAL ESTATE INCOME FUND, INC. IN OPPOSITION
TO THE SOLICITATION BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS (To be held on April 6, 2006)
I, Phillip Goldstein, a stockholder of Neuberger Berman Real
Estate Income Fund Inc. (the "Fund"), am sending this proxy
statement and the enclosed GREEN proxy card to common
stockholders of record as of February 13, 2006 (the "Record
Date") of the Fund. I am soliciting a proxy to vote your
shares at the Annual Meeting of Shareholders of the Fund
(the "Meeting"). Please refer to the Fund's proxy
soliciting material for additional information concerning
the Meeting and the matters to be considered by shareholders
including the election of directors. This proxy statement
and the enclosed GREEN proxy card are first being sent to
common stockholders of the Fund on or about March --, 2006.
INTRODUCTION
There is one matter that the Fund has scheduled to be voted
upon at the Meeting, the election of directors. I intend to
nominate five persons for election as directors and to
introduce three proposals: (1) a request that the Board of
Directors shall promptly take the steps necessary to open-
end the Fund or otherwise enable shareholders to realize net
asset value ("NAV") for their shares; (2) a proposal that no
more poison pill rights be issued and any existing rights be
redeemed unless the Fund has obtained assurance that the
Division of Investment Management of the United States
Securities and Exchange Commission will not recommend
enforcement action to the Commission; and (3) a proposal
authorizing an audit of the legal expenses incurred by the
Fund in a lawsuit between the Fund and a shareholder,
Stewart Horejsi. I am soliciting a proxy to vote your
shares FOR the election of my nominees and
FOR each of my proposals.
How Proxies Will Be Voted
If you wish to vote FOR the election of my nominees and/or
to vote on any of my proposals, you may do so by completing
and returning a GREEN proxy card. If you return a GREEN
proxy card to me or to my agent, your shares will be voted
on each matter as you indicate. If you do not indicate how
your shares are to be voted on a matter, they will be voted
FOR the election of my nominees and FOR my proposals. If
you return a GREEN proxy card, you will be granting the
proxy holder(s) discretionary authority to vote on any other
matters that may come before the Meeting including matters
relating to the conduct of the Meeting.
Voting Requirements
The presence in person or by proxy of at least 1/3 of the
Fund's outstanding shares shall constitute a quorum. The
five nominees receiving the greatest number of votes cast by
the common stockholders and the preferred stockholders
voting as a group will be elected directors. Proposals 2, 3
and 4 each require the affirmative vote of a majority of the
votes cast at the Meeting for approval. Abstentions and
broker non-votes are not treated as votes cast and thus will
have no impact on either proposal.
Revocation of Proxies
You may revoke any proxy prior to its exercise by (i)
delivering a written revocation of your proxy at the
Meeting; (ii) executing and delivering a later dated proxy;
or (iii) voting in person at the Meeting. (Attendance at the
Meeting will not in and of itself revoke a proxy.) There is
no limit on the number of times you may revoke your proxy
prior to the Meeting. Only your latest dated proxy will be
counted.
Information Concerning the Soliciting Shareholder
I, Phillip Goldstein, the soliciting stockholder, am an
investment advisor. As of March --, 2006, I, my clients
and clients of my affiliates beneficially owned ----------
shares of the Fund, all of which have been purchased since
September 2004. Of that total, Opportunity Partners owns --
- ---- shares, Full Value Partners owns ------- shares and
Opportunity Income Plus Fund owns ------ shares. As noted
below, some of my nominees are affiliated with these
entities.
REASONS FOR THE SOLICITATION
I have undertaken this proxy solicitation in response to the
lengthy and costly litigation in which the Fund has been
embroiled, its persistent double-digit discount to NAV and
the increased concentration of institutional shareholders
desiring an opportunity to realize NAV for their shares.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Meeting, I intend to nominate the following persons
for election as directors. Each nominee has consented to
being named in this proxy statement and to serve as a
director if elected. I personally or jointly with my wife
own -------- shares of the Fund. None of my other nominees
personally owns shares or has any arrangement or
understanding with any person with respect to any future
employment by the Fund or by any affiliate of the Fund. I
do not know of any material conflicts of interest that would
prevent any of us from acting in the best interest of the
Fund. Please refer to the Fund's proxy soliciting material
for additional information concerning the election of
directors.
Glenn Goodstein (born 1963); 2308 Camino Robledo, Carlsbad,
CA 92009 - Mr. Goodstein is a registered investment advisor
and managing member of the general partner of Mercury
Partners LP, an investment partnership.
Phillip Goldstein (born 1945); 60 Heritage Drive,
Pleasantville, NY 10570 - Mr. Goldstein is a self-employed
investment advisor and a principal of the general partner of
three investment partnerships in the Bulldog Investors group
of funds, Opportunity Partners L.P., Opportunity Income Plus
Fund L.P., and Full Value Partners L.P. He has been a
director of the Mexico Income and Equity and Income Fund
since 2000, Brantley Capital Corporation since 2001, the
Emerging Markets Telecommunications Fund since 2005 and the
First Israel Fund since 2005.
Gerald Hellerman (born 1937); 10965 Eight Bells Lane,
Columbia, MD 21044 - Mr. Hellerman is the managing director
of Hellerman Associates, a financial and corporate
consulting firm. He has been a director of the Mexico
Equity Income aand EquityIncome Fund since 2001, Brantley
Capital Corporation since 2003, MVC Capital, Inc. since 2003
and AirNet Systems, Inc since 2005.
Rajeev Das (born 1968); 68 Lafayette Ave., Dumont, NJ 07628
- - Mr. Das is the CFO and a Senior Analyst for Kimball &
Winthrop, Inc, the general partner and investment advisor
for Opportunity Partners L.P. and is an principal of the
general partner and investment advisor to Opportunity Income
Plus Fund L.P. He has been a director of the Mexico Income
and Equity and Income Fund since 2001 and Brantley Capital
Corporation since 2005.
Andrew Dakos (born 1966); 43 Waterford Drive, Montville, NJ
070455 Ryan Court, Towaco, New Jersey 07082 - Mr. Dakos is
President and CEO of Uvitek Printing Ink, Inc., an ink and
coating manufacturing company; Managing Member of the
general partner of Full Value Partners L.P. an investment
partnership, and President of Elmhurst Capital, Inc. an
investment advisory firm. He has been a director of the
Mexico Income Equity and EquityIncome Fund since 2001 and
Brantley Capital Corporation since 2005.
PROPOSAL 2: THE SHAREHOLDERS REQUEST THAT THE BOARD OF
DIRECTORS SHALL PROMPTLY TAKE THE STEPS NECESSARY TO OPEN-
END THE FUND OR OTHERWISE REALIZE NAV FOR THEIR SHARES.
The Fund's shares trade at a double-digit discount. I
believe shareholders should have an opportunity to realize
NAV. If adopted, this proposal will not be binding on the
board.
PROPOSAL 3: UNLESS THE FUND HAS OBTAINED ASSURANCE THAT THE
DIVISION OF INVESTMENT MANAGEMENT OF THE SEC WILL NOT
RECOMMEND ENFORCEMENT ACTION TO THE COMMISSION, THE FUND
SHALL NOT ISSUE ANY POISON PILL RIGHTS AND SHALL REDEEM ANY
SUCH RIGHTS THAT HAVE NOT EXPIRED.
No other closed-end fund has ever issued a poison pill.
Poison pills are controversial. It is therefore prudent to
obtain assurance from the SEC that a poison pill is
permissible.
PROPOSAL 4: AN INDEPENDENT AUDIT OF THE LEGAL EXPENSES
INCURRED BY THE FUND FOR THE HOREJSI LITIGATION SHALL BE
CONDUCTED.
The Fund and Stewart Horejsi, a shareholder of the Fund that
initiated a tender offer in 2004, have been engaged in
costly litigation. A federal magistrate judge determined
that the Fund was overcharged by its lawyers by
approximately 200% to prepare a motion to compel Mr. Horejsi
to provide certain documents. An independent audit would
determine if the Fund's lawyers have padded their fees which
exceed $6 million.
THE SOLICITATION
I, Phillip Goldstein, the soliciting shareholder, am making
this solicitation. Persons affiliated with or employed by
me or my affiliates may assist me in the solicitation of
proxies. Banks, brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward this
proxy statement and the enclosed GREEN proxy card to the
beneficial owners of common shares for whom they hold shares
of record. I will reimburse these organizations for their
reasonable out-of-pocket expenses.
Initially, I will bear all of the expenses related to this
proxy solicitation. Because I believe that all shareholders
will benefit from this solicitation, I intend to seek
reimbursement of my expenses from the Fund. Shareholders
will not be asked to vote on the reimbursement of my
solicitation expenses which I estimate will be $25,000.
There is no arrangement or understanding involving me or any
of my affiliates relating to future employment by or any
future transaction with the Fund or any of its affiliates.
DATED: March --, 2006
PROXY CARD
Proxy Solicited in Opposition to the Board of Directors of
Neuberger Berman Real Estate Income Fund Inc. by Phillip
Goldstein for the Annual Meeting of Shareholders
The undersigned hereby appoints Rajeev Das, Andrew Dakos and
Phillip Goldstein and each of them, as the undersigned's
proxies, with full power of substitution, to attend the
Annual Meeting of Shareholders of Neuberger Berman Real
Estate Income Fund Inc. (the "Fund") on April 6, 2006, (the
"Meeting"), and any previously adjourned or postponed
Meeting, and to vote on all matters that come before the
Meeting the number of shares that the undersigned would be
entitled to vote if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the
appropriate [ ].)
1. ELECTION OF TWOFIVE DIRECTORS
[ ] FOR GERALD HELLERMAN [ ] WITHHOLD AUTHORITY
[ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD
AUTHORITY
[ ] FOR RAJEEV DAS [ ] WITHHOLD AUTHORITY
[ ] FOR GLENN GOODSTEIN [ ] WITHHOLD AUTHORITY
[ ] FOR ANDREW DAKOS [ ] WITHHOLD
AUTHORITY
2. THE SHAREHOLDERS REQUEST THAT THE BOARD OF DIRECTORS
PROMPTLY TAKE THE STEPS NECESSARY TO OPEN-END THE FUND OR
OTHERWISE REALIZE NET ASSET VALUE ("NAV") FOR THEIR SHARES.
FOR [ ] AGAINST [ ]
ABSTAIN [ ]
PROPOSAL 3: UNLESS THE FUND HAS OBTAINED ASSURANCE THAT THE
DIVISION OF INVESTMENT MANAGEMENT OF THE SEC WILL NOT
RECOMMEND ENFORCEMENT ACTION TO THE COMMISSION, THE FUND
SHALL NOT ISSUE ANY POISON PILL RIGHTS AND SHALL REDEEM ANY
SUCH RIGHTS THAT HAVE NOT EXPIRED.
FOR [ ] AGAINST [ ]
ABSTAIN [ ]
PROPOSAL 4: AN INDEPENDENT AUDIT OF THE LEGAL EXPENSES
INCURRED BY THE FUND FOR THE HOREJSI LITIGATION SHALL BE
CONDUCTED.
FOR [ ] AGAINST [ ]
ABSTAIN [ ]
Please sign and date below. Your shares will be voted as
directed. If no direction is made, this proxy will be voted
FOR the election of the nominees named above in Proposal 1
and FOR Proposals 2, 3 and 4. The undersigned hereby
acknowledges receipt of the proxy statement dated March --,
2006 of Phillip Goldstein and revokes any proxy previously
executed. (Important - Please be sure to enter date.)
SIGNATURE(S)___________________________________ Dated:
_______________