SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
/_/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/_/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/_/ Soliciting Material Under Rule 14a-12
NEUBERGER BERMAN REALTY INCOME FUND INC.
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(Name of Registrant as Specified in Its Charter)
WESTERN INVESTMENT LLC
WESTERN INVESTMENT HEDGED PARTNERS L.P.
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
BENCHMARK PLUS MANAGEMENT, L.L.C.
BENCHMARK PLUS PARTNERS, L.L.C.
ARTHUR D. LIPSON
ROBERT A. WOOD
D. JAMES DARAS
MATTHEW S. CROUSE
SCOTT FRANZBLAU
ROBERT FERGUSON
ELYSE NAKAJIMA
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(Name of Persons(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)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(5) Total fee paid:
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/_/ Fee paid previously with preliminary materials:
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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.
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(2) Form, Schedule or Registration Statement No:
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(4) Date Filed:
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Western Investment LLC ("Western"), together with the other participants
named herein, is filing materials contained in this Schedule 14A with the
Securities and Exchange Commission (the "SEC") relating to the definitive proxy
statement (the "Proxy Statement") and accompanying proxy cards filed with the
SEC on April 24, 2007 and to be used in connection with the annual meeting of
stockholders of Neuberger Berman Realty Income Fund Inc. (the "Company")
scheduled to be held on May 2, 2007 (the "Annual Meeting"), to solicit votes in
support of the election of Western's slate of director nominees at the Annual
Meeting. Western urges stockholders to read the Proxy Statement because it
contains important information.
Item 1: On or about April 24, 2007, Western mailed the following letter to
stockholders of the Company:
WESTERN INVESTMENT LLC
Dear Fellow Stockholder:
Western Investment, together with certain other stockholders, currently owns
over 9% of the outstanding shares of Neuberger Berman Realty Income Fund Inc.
("NRI" or the "Fund"). We are seeking your support for the election of our five
nominees to the NRI board at the upcoming annual meeting scheduled for May 2,
2007. We are convinced that true stockholder representation-the election of
directors with a meaningful ownership interest in the Fund-is not only
desirable, but necessary given NRI's apparent disregard for the rights of
stockholders, as described below.
WILL THE STOCKHOLDER'S VOICE BE HEARD?
We have serious concerns about recent actions taken by the Fund, which we
believe may have the effect of disenfranchising a significant portion of the
Fund's stockholders. In particular, the Fund has mailed proxy materials to its
stockholders less than two weeks prior to its annual meeting (a time frame so
short it is practically unheard of), making it probable that stockholders will
not even receive proxy materials prior to the meeting date, much less have an
opportunity to vote.
o We believe the annual meeting of stockholders is the bedrock of
corporate governance. Most importantly, it is the only opportunity
stockholders have to decide who will represent them and oversee the
management of their investment in the Fund. By not receiving proxy
materials until immediately before, or more likely, after the annual
meeting, stockholders are deprived of their fundamental right to vote
in the election of directors. Why is the board afraid to give
stockholders a full and fair opportunity to vote?
o We are extremely concerned with the Fund's cavalier treatment of this
fundamental stockholder right. We believe that this condensed time
frame is designed to result in a failed election of directors where no
directors are validly elected, with the incumbent directors retaining
their seats by default. Why is the board trying to hide from
stockholders? We believe stockholders should have the full and fair
opportunity to choose their directors. VOTE FOR THE WESTERN SLATE
TODAY!
WHY HAS THE BOARD TAKEN NO IMMEDIATE ACTION TO ADDRESS THE PERSISTENT
DISCOUNT TO NET ASSET VALUE?
We have proposed a slate of independent and committed nominees who believe that
the issues facing the Fund are both serious and require immediate action. We
believe that there are existing opportunities to enhance stockholder value that
the incumbent board has failed to act upon:
o NRI's share price has lagged its net asset value (NAV) since its
inception. This discount has ranged from 12% to as high as 17.9% over
the past few years. Any stockholder selling their shares is forced to
leave this value behind, receiving less for their shares than the
actual value of the securities they represent. This discount is in
addition to the 4.5% sales load paid to purchase the shares in the
original offering, resulting in a possible 20% of lost value.
o This persistent "discount to NAV" is unacceptable, and the current
directors have failed to take the necessary actions to address it.
While we have no intention of seeking to open-end or liquidate the
Fund, we believe there are mechanisms, such as the immediate adoption
of a significant distribution policy or an aggressive stock buyback
program, which can be effectively implemented now for the benefit of
all NRI stockholders.
o There are two similar closed-end real estate funds managed by
Neuberger Berman Management, Inc, in addition to NRI. They all have
the same portfolio manager, investment philosophy and description.
Combining them would produce a $1.5 billion fund with, we believe,
increased returns due to increased efficiencies, reduced costs, and
increased liquidity.
We believe consolidation of the three Neuberger-managed real estate funds would
be an obvious and direct benefit to shareholders, and that there are simple and
effective ways, to address the market discount issue. With your support, our
nominees, all experienced investors with outstanding credentials, would work
with their fellow directors to see that these measures are given serious
consideration and if deemed advisable, prompt implementation.
The accompanying proxy statement provides additional information about our
nominees and proposals. We urge you to read it carefully and then lend us your
support by voting your shares over the internet or by phone by following the
instructions on the enclosed GREEN proxy or by signing, dating and returning the
GREEN proxy in the envelope provided today.
Thank you for your support.
Regards,
/s/ Art Lipson
Art Lipson
Western Investment LLC
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IF STOCKHOLDERS HAVE ALREADY RETURNED A WHITE PROXY,
THEY HAVE EVERY RIGHT TO CHANGE THEIR VOTE.
IF STOCKHOLDERS HAVE ANY QUESTIONS ABOUT
HOW TO VOTE THEIR GREEN PROXY, THEY SHOULD CONTACT
THE FIRM ASSISTING WESTERN INVESTMENTS IN THE SOLICITATION OF PROXIES:
INNISFREE M&A INCORPORATED
TOLL-FREE AT: (888) 750-5834
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CERTAIN INFORMATION CONCERNING WESTERN INVESTMENT LLC
Western Investment LLC ("Western"), together with the other Participants
(as defined below), made a filing on April 24, 2007 with the Securities and
Exchange Commission (the "SEC") of a proxy statement (the "Proxy Statement") and
accompanying proxy cards to be used to, among other things, solicit votes in
support of the election of the Participants' slate of director nominees at the
annual meeting of Neuberger Berman Realty Income Fund Inc. (the "Company")
scheduled for May 2, 2007 (the "Annual Meeting").
Western advises all stockholders of the Company to read the Proxy
Statement and other proxy materials relating to the Annual Meeting as they
become available because they contain important information. Such proxy
materials are available at no charge on the SEC's web site at
http://www.sec.gov. In addition, the Participants in the solicitation will
provide copies of the proxy materials, without charge, upon request. Requests
for copies should be directed to the Participants' proxy solicitor, Innisfree
M&A Incorporated, at its toll-free number: (888) 750-5834 or by e-mail at:
mbrinn@innisfreema.com.
The Participants in the proxy solicitation are Western, Western Investment
Hedged Partners L.P., Arthur D. Lipson, Western Investment Activism Partners
LLC, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Partners,
L.L.C., Benchmark Plus Management, L.L.C., Scott Franzblau, Robert Ferguson, D.
James Daras, Robert A. Wood, Matthew Crouse and Elyse Nakajima (the
"Participants"). Information regarding the Participants and their direct or
indirect interests is available in the Schedule 13D jointly filed with the SEC
on September 20, 2006, as subsequently amended on October 31, 2006, November 24,
2006, December 4, 2006, February 15, 2007, March 5, 2007 and April 24, 2007, and
the Proxy Statement.
Neuberger Berman Realty Income Fund Inactive
Filed: 24 Apr 07, 12:00am