-----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, OLWrWoTNxE+HRODCULap5u7TH79yKYgLD3m5qCNh6gIST/4r4siTHQxiPJNP35P8 SigQnng9CGz0zj9ENPK32Q== 0000921895-07-002942.txt : 20071226 0000921895-07-002942.hdr.sgml : 20071225 20071226160924 ACCESSION NUMBER: 0000921895-07-002942 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071226 DATE AS OF CHANGE: 20071226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEUBERGER BERMAN REALTY INCOME FUND INC CENTRAL INDEX KEY: 0001221327 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81354 FILM NUMBER: 071326723 BUSINESS ADDRESS: STREET 1: 605 THIRD AVENUE 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10158 BUSINESS PHONE: 2124768800 MAIL ADDRESS: STREET 1: 605 THIRD AVENUE 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10158 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN INVESTMENT LLC CENTRAL INDEX KEY: 0001286207 IRS NUMBER: 870623442 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 801-568-1400 MAIL ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 SC 13D/A 1 sc13da706290013_12212007.htm sc13da706290013_12212007.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 7)1

Neuberger Berman Realty Income Fund Inc.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

64126G109
(CUSIP Number)

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 21, 2007
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO, WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,368,637.4168
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,368,637.4168
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,368,637.4168
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.0%
14
TYPE OF REPORTING PERSON
 
OO

2

CUSIP NO. 64126G109
 
 
1
NAME OF REPORTING PERSON
 
ARTHUR D. LIPSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,368,637.4168
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,368,637.4168
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,368,637.4168
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.0%
14
TYPE OF REPORTING PERSON
 
IN
 

3

CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
676,038
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
676,038
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
676,038
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
PN

4

CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
691,582
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
691,582
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
691,582
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
OO

5

CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
651,501
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
651,501
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
651,501
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4%
14
TYPE OF REPORTING PERSON
 
OO

6

CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS PARTNERS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
410,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
410,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
410,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.5%
14
TYPE OF REPORTING PERSON
 
OO

7

CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS MANAGEMENT, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,061,501
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,061,501
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,061,501
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9%
14
TYPE OF REPORTING PERSON
 
OO

8

CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
ROBERT FERGUSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,061,501
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,061,501
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,061,501
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9%
14
TYPE OF REPORTING PERSON
 
IN

9

CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
SCOTT FRANZBLAU
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,061,501
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,061,501
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,061,501
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9%
14
TYPE OF REPORTING PERSON
 
IN

10

CUSIP NO. 64126G109
 
The following constitutes Amendment No. 7 (“Amendment No. 7”) to the Schedule 13D filed by the undersigned.  This Amendment No. 7 amends the Schedule 13D as specifically set forth.
 
Item 3 is hereby amended and restated as follows:
 
The aggregate purchase price of the 1,368,637.4168 Shares beneficially owned by WILLC is approximately $27,373,508, including brokerage commissions. The Shares beneficially owned by WILLC consist of 1,017.4168 Shares, 900 of which were acquired with WILLC's working capital and 117.4168 of which were acquired through the Issuer’s dividend repurchase plan, 676,038 Shares that were acquired with WIHP's working capital and 691,582 Shares that were acquired with WIAP's working capital.  The aggregate purchase price of the 1,061,501 Shares beneficially owned by BPM is approximately $23,978,031, including brokerage commissions.  The Shares beneficially owned by BPM were acquired with the working capital of each of BPIP and BPP.
 
Item 4 is hereby amended to add the following:
 
On December 21, 2007, WILLC delivered a letter to the Corporate Secretary of the Issuer submitting, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), a proposal requesting that the Board of Directors immediately establish a special committee consisting solely of independent directors to investigate suitable alternatives to replace the Issuer’s current investment manager, Neuberger Berman Management Inc. (the "14a-8 Proposal").  A copy of this letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 5(a) is hereby amended and restated as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 27,372,139 Shares outstanding as of November 29, 2007, as reported in Amendment No. 1 to the Issuer’s Registration Statement on Form N-14 filed with the Securities and Exchange Commission on December 12, 2007.
 
As of the close of business on December 21, 2007, WIHP, WIAP, BPIP and BPP beneficially owned 676,038, 691,582, 651,501 and 410,000 Shares, respectively, constituting 2.5%, 2.5%, 2.4% and 1.5%, respectively, of the Shares outstanding.  Each of WILLC and Mr. Lipson beneficially owned 1,368,637.4168 Shares, constituting approximately 5.0% of the Shares outstanding.  Each of BPM, Mr. Franzblau and Mr. Ferguson beneficially owned 1,061,501 Shares, constituting approximately 3.9% of the Shares outstanding.
 
As the general partner and managing member of WIHP and WIAP, respectively, WILLC may be deemed to beneficially own the 1,367,620 Shares beneficially owned in the aggregate by WIHP and WIAP, in addition to approximately 1,017.4168 Shares it owns directly.  As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 1,368,637.4168 Shares beneficially owned by WILLC.  As the managing member of BPIP and BPP, BPM may be deemed to beneficially own the 1,061,501 Shares beneficially owned in the aggregate by BPIP and BPP. As the managing members of BPM, Messrs. Franzblau and Ferguson may be deemed to beneficially own the 1,061,501 Shares beneficially owned by BPM.
 
11

CUSIP NO. 64126G109
 
Item 5(c) is hereby amended to add the following:
 
(c)           Schedule A attached hereto reports all transactions in the Shares by the Reporting Persons during the past 60 days.  Except where otherwise noted, all of such transactions were effected in the open market.
 
 
Item 7 is hereby amended to add the following Exhibit:
 
 
Exhibit 99.1
Letter from Western Investment LLC to Neuberger Berman Realty Income Fund Inc., dated December 21, 2007, submitting a 14a-8 proposal for consideration at the 2008 Annual Meeting.
 
12

CUSIP NO. 64126G109
 
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  December 26, 2007
WESTERN INVESTMENT LLC
   
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
   
 
By:
Western Investment LLC,
Its General Partner
   
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
   
 
By:
Western Investment LLC,
Its Managing Member
   
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
 
 
13

CUSIP NO. 64126G109

 
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
   
 
By:
Benchmark Plus Management, L.L.C.,
Its Managing Member
   
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member
   
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member


 
BENCHMARK PLUS PARTNERS, L.L.C.
   
 
By:
Benchmark Plus Management, L.L.C.,
Its Managing Member
   
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member
   
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member


 
BENCHMARK PLUS MANAGEMENT, L.L.C.
   
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member
   
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member


 
/s/ Robert Ferguson
 
ROBERT FERGUSON


 
/s/ Scott Franzblau
 
SCOTT FRANZBLAU

 
14

CUSIP NO. 64126G109
 
SCHEDULE A
Transactions in the Shares During the Past 60 Days

Shares of Common Stock
Purchased / (Sold)
Price Per
Share($)
Date of
Purchase / Sale

WESTERN INVESTMENT HEDGED PARTNERS L.P.

(5,000)
 
19.9324
11/01/07
(3,200)
 
19.4293
11/02/07
(4,700)
 
18.8149
11/07/07
(5,000)
 
18.6272
11/08/07
(2,100)
 
19.0972
11/15/07
(4,600)
 
19.0694
11/16/07
(600)
 
18.3955
11/19/07
(3,500)
 
17.6769
11/26/07
(600)
 
18.5772
12/03/07
(10,200)
 
18.2280
12/04/07
(4,100)
 
18.9443
12/11/07
(1,600)
 
18.6045
12/12/07
(6,800)
 
16.8551
12/13/07
(3,300)
 
16.5454
12/14/07
16,600
 
14.5987
12/18/07
7,400
 
15.1753
12/19/07

WESTERN INVESTMENT ACTIVISM PARTNERS LLC

(5,000)
 
19.9324
11/01/07
(3,100)
 
19.4293
11/02/07
(4,700)
 
18.8170
11/07/07
(5,000)
 
18.6272
11/08/07
(5,200)
 
17.6769
11/26/07
(600)
 
18.5772
12/03/07
(10,300)
 
18.2280
12/04/07
(1,000)
 
18.3872
12/05/07
 
15

CUSIP NO. 64126G109
 
(1,000)
 
19.3472
12/10/07
(4,400)
 
18.9420
12/11/07
(1,500)
 
18.6040
12/12/07
(6,800)
 
16.8551
12/13/07
(3,300)
 
16.5454
12/14/07
(1,300)
 
16.4473
12/17/07
16,600
 
14.5987
12/18/07
7,300
 
15.1753
12/19/07

WESTERN INVESTMENT LLC
None

ARTHUR D. LIPSON
None

BENCHMARK INSTITUTIONAL PARTNERS, L.L.C.
None

BENCHMARK PLUS PARTNERS, L.L.C.
None

BENCHMARK PLUS MANAGEMENT, L.L.C.
None

SCOTT FRANZBLAU
None

ROBERT FERGUSON
None
 
16

CUSIP NO. 64126G109
 
EXHIBIT INDEX
 
Exhibit
 
Number
Letter from Western Investment LLC to Neuberger Berman Realty Income Fund Inc., dated December 21, 2007, submitting a 14a-8 proposal for consideration at the 2008 Annual Meeting.
 
99.1
 
17


 







 
 
EX-99.1 2 ex991to13da706290013_122107.htm ex991to13da706290013_122107.htm
 
Exhitib 99.1
WESTERN INVESTMENT LLC
7050 S. Union Park Center, Suite 590
Midvale, Utah 84047
December 21, 2007
 
BY HAND AND FEDEX
 
Neuberger Berman Realty Income Fund Inc.
605 Third Avenue, 2nd Floor
New York, New York 10158
Attn:  Corporate Secretary
 
Dear Sir:
 
Western Investment, LLC (“Western”) is submitting the attached resolution and supporting statement for inclusion in the proxy statement of Neuberger Berman Realty Income Fund Inc. (the “Fund”) relating to the next annual meeting of stockholders of the Fund.  The resolution and supporting statement attached hereto as Exhibit A requests that the Board of Directors investigate suitable alternatives to replace Neuberger Berman Management Inc. as investment manager of the Fund.
 
As of the date hereof, Western is the beneficial owner of approximately 2,430,138 shares of common stock of the Fund.  Western is the holder of record of approximately 1,017 of the shares and is the beneficial owner of an additional 2,429,121 shares through certain of its affiliates.  As of the date hereof, Western has continuously held at least $2,000 in market value of the Fund’s securities entitled to be voted on the proposal for at least one year, as evidenced by Western owning shares in record name since September 18, 2006 and the Schedule 13D, and amendments thereto, attached hereto as Exhibit B, and intends to hold such shares through the date of the next annual meeting of stockholders.
 
Western’s representatives will appear in person or by proxy to bring the resolution before the meeting.
 

 
*              *              *
 
 

 
This notice is submitted in accordance with Rule 14a-8 of the Securities Exchange Act of 1934, as amended.  The attached resolution and supporting statement are requested to be included in the Fund’s proxy material for its next annual meeting of stockholders.  Should you have any questions regarding this matter, please call the undersigned at (801) 942-7803.
 
 
Western Investment LLC
   
 
By:
 /s/ Arthur D. Lipson
   
 
Arthur D. Lipson, Managing Member

 

Exhibit A
 
Stockholder Proposal
 
RESOLVED, that the stockholders of Neuberger Berman Realty Income Fund Inc. (the “Fund”) hereby request that the Board of Directors immediately establish a special committee consisting solely of independent directors to investigate suitable alternatives to replace the Fund’s current investment manager, Neuberger Berman Management Inc.
 
Supporting Statement:
 
This proposal provides stockholders with the opportunity to advise the Board of Directors of their serious concerns regarding the performance of the Fund’s investment manager, Neuberger Berman Management Inc. (“Neuberger Berman”).  As an owner, together with our affiliates, of approximately 8.9% of the Fund’s common shares outstanding, we believe that in order to improve investment results and maximize stockholder value the Fund should replace its investment manager.
 
In our view, Neuberger Berman’s performance over the life of the Fund has been extremely disappointing.  Neuberger Berman has from the Fund’s inception through December 19, 2007, the date immediately prior to the submission of this proposal, significantly underperformed the REIT market as measured by a readily available alternative, the iShares Dow Jones U.S. Real Estate Index Fund (“IYR”).  Total return for the Fund over that time was approximately 71.09%.  Over the same period, however, IYR returned approximately 100.68%, over 40% more than the Fund.1  We believe this performance, which spans the life of the Fund and shows no signs of improving, necessitates change beginning with the replacement of the party responsible for the Fund’s performance, Neuberger Berman.
 
In light of the Board of Directors’ fiduciary obligations to stockholders, we believe it is incumbent upon the Board to take immediate action to replace Neuberger Berman with an investment manager for the Fund that will, at a minimum, bring the Fund’s returns in line with the market.  While the adoption of this proposal will not legally bind the Board of Directors, we believe its adoption will send the Board an important message.
 
If you believe the Fund should immediately explore alternatives to replace Neuberger Berman with a truly first-rate fund manager in order to better maximize the value of your shares, please vote FOR this proposal.
 


 
1 Source: Bloomberg
 
 

 
 
Exhibit B
 

 
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