SC 13D/A 1 thirda.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT NA 1. NAME OF REPORTING PERSON Bulldog Investors General Partnership, Phillip Goldstein 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 601,700 8. SHARED VOTING POWER NA 9. SOLE DISPOSITIVE POWER 601,700_____________________________________________________ 10. SHARED DISPOSITIVE POWER NA 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 601,700 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 14.47% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ The following constitutes Amendment No. 7 to the Schedule 13D filed by Bulldog Investors, Phillip Goldstein and Andrew Dakos on May 19, 2005. This Amendment No.7 amends and supersedes that Schedule 13D as specifically set forth. Item 2 is amended as follows: Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Bulldog Investors General Partnership (?BIGP?), 60 Heritage Drive, Pleasantville, NY 10570. BIGP is a general partnership whose business is to make investments and to take actions deemed necessary to increase the value of its investments. The managing general partner of BIGP is Kimball and Winthrop, Inc., 60 Heritage Drive, Pleasantville, NY 10570. Phillip Goldstein is President of Kimball and Winthrop, Inc. This statement is also filed on behalf of Phillip Goldstein, 60 Heritage Drive, Pleasantville NY 10570 and accounts managed by Mr. Goldstein. During the past 5 years none of the above has been convicted in a criminal proceeding, nor been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Phillip Goldstein is a United States citizen. Item 4 is amended as follows: Item 4. PURPOSE OF TRANSACTION The filing persons have submitted the attached letter (Exhibit 1) to the issuer. Item 5 is amended as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a. As per the proxy statement filed on February 7, 2005 there were 4,157,116.63 shares outstanding as of January 12, 2005. The percentage set forth in this item (5a) was derived using such number. BIGP beneficially own an aggregate of 452,100 shares of NRL or 10.87% of the outstanding shares. Phillip Goldstein beneficially owns an additional 149,600 shares of NRL or 3.6% of the outstanding shares held in accounts jointly with his wife, or in accounts managed by Mr. Goldstein Power to dispose and vote securities lies solely with BIGP for shares beneficially owned by BIGP and with Mr. Goldstein for shares held jointly by Mr. Goldstein and his wife and for shares held in accounts managed by Mr. Goldstein. c. During the last sixty days the following shares of common stock were purchased, unless previously reported (there were no sales): Date # Shares Price 5/15/2006 700 22.75 5/18/2006 2,000 23 5/22/2006 3,000 22.3 5/22/2006 3,000 22.25 5/23/2006 3,000 22.45 5/31/2006 3,000 22.6 6/14/2006 3,600 22.6 6/16/2006 2,300 23.15 6/16/2006 1,700 23.15 6/19/2006 2,500 23 6/19/2006 2,500 23 6/23/2006 3,300 22.9 7/3/2006 1,800 23.9906 7/5/2006 8,000 24.2325 7/5/2006 2,000 24.22 7/7/2006 3,000 24.2 7/10/2006 300 24.2 7/11/2006 1,000 24.25 d. BIGP or beneficial owners of accounts managed by Mr. Goldstein are entitled to receive any dividend or sales proceeds. e.NA Item 7 has been amended as follows: Item 7: Exhibit 1 Letter to Issuer After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 14, 2006 By: /s/ Phillip Goldstein Name: Phillip Goldstein President, Kimball and Winthrop, Inc. Managing General Partner, BIGP Exhibit 1. Letter to Issuer 60 Heritage Drive, Pleasantville, NY 10570 (914) 747-5262 // Fax: (914) 747-5258//oplp@optonline.net July 14, 2006 Michael L. Hirschfeld Milbank, Tweed, Hadley & McCloy LLP One Chase Manhattan Plaza New York, New York 10005-1413 Dear Mr. Hirschfeld: On December 18, 2005, we wrote you the following letter: On November 23, 2005, we wrote a letter to the board of directors of Neuberger Berman Real Estate Income Fund Inc. (the ?Fund?) advising it that we had acquired an aggregate of 478,093 shares representing 11.5006% of the Fund?s outstanding shares. On November 29, 2005, you advised us that the Fund had amended the poison pill so that ?its implementation is not required when the triggering threshold is exceeded by an acquisition that the Board determines to be DE MINIMUS.? We still want to trigger the pill because (1) we don?t approve of poison pills generally, and (2) we think triggering the poison pill will lead to a settlement of the costly litigation about its legitimacy. Since November 23, 2005, we have acquired more shares of the Fund. As of December 16, 2005 our group beneficially owns 491,593 shares representing 11.8253% of the Fund?s outstanding shares. Please tell us how many shares we have to buy to exceed the triggering threshold by more than a DE MINIMUS amount. Thank you. We never received a response to that letter but on April 12, 2006, the board announced that it had adopted a new poison pill with a 15% trigger. We now own 14.47% of the Fund?s outstanding shares and we would like to continue to acquire shares. Can you tell us exactly how many shares we can acquire before the board will implement the poison pill? Unless the board is willing to specify this number, shareholders have no way of knowing what the real trigger is. If we do not get a response by July 21, 2006, we will assume that the board does not intend to implement the poison pill even if we acquire more than 15% of the outstanding shares. Thank you for your prompt attention to this matter. Very truly yours, Phillip Goldstein