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 REAL ESTATE INCOME FUND INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) KARPUS MANAGEMENT, INC. D/B/A KARPUS INVESTMENT MANAGEMENT - -------------------------------------------------------------------------------- (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: - -------------------------------------------------------------------------------- (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 2SUPPLEMENT DATED OCTOBER 26, 2005 TO THE PROXY STATEMENT OF KARPUS MANAGEMENT, INC. D/B/A KARPUS INVESTMENT MANAGEMENT ("KIM"), DATED SEPTEMBER 16, 2005 GENERAL INFORMATION Karpus Management, Inc. d/b/a Karpus Investment Management ("KIM"), together with the other participants named herein, is filing materials contained in this Schedule 14A with the Securities and Exchange Commission ("SEC") in connection with the solicitation of proxies to vote against approving a new Management Agreement and a new Subadvisory Agreement at a special meeting of stockholders of Real Estate Income Fund Inc. (the "Fund") originally scheduled to be held on October 21, 2005, which was postponed by the Fund to November 15, 2005. SUPPLEMENTAL PROXY INFORMATION Except as specifically modified or supplemented by the information contained in this supplement, all information set forth in KIM's proxy statement dated September 16, 2005 remains applicable. The "INFORMATION CONCERNING THE PARTICIPANTS IN THE SOLICITATION" section of the proxy statement is hereby supplemented to include the following information about additional participants: On October 21, 2005, the Joint Filing and Solicitation Agreement was amended to add Benchmark Plus Institutional Partners, L.L.C. ("BPIP"), Benchmark Plus Management, L.L.C. ("BPM"), Scott Franzblau, Robert Ferguson and Michael Dunmire as parties to the Agreement. Pursuant to the amended Joint Filing and Solicitation Agreement, each of BPIP, BPM, Mr. Franzblau, Mr. Ferguson and Mr. Dunmire agrees to file a statement on Schedule 13D with WILLC, WIHP, WIAP, WIIP and Mr. Lipson with respect to the securities of the Fund owned by them. BPM is the managing member of BPIP and Messrs. Franzblau, Ferguson and Dunmire in their role as managing members of BPM, have sole voting and investment control over BPIP's security holdings. The principal business of BPIP is the business of acquiring, holding and disposing of investments in various companies. The principal business of BPM is acting as the managing member of BPIP. The principal occupation of Messrs. Franzblau, Ferguson and Dunmire is acting as managing members of BPM. As of the close of business on October 24, 2005, BPIP beneficially owned 119,600 Shares, constituting 1.1% of the Shares outstanding. As the managing member of BPIP, BPM may be deemed to beneficially 119,600 Shares beneficially owned by BPIP, constituting approximately 1.1% of the Shares outstanding. As the managing members of BPM, Messrs. Franzblau, Ferguson and Dunmire may be deemed to beneficially own the 119,600 Shares beneficially owned by BPM, constituting approximately 1.1% of the Shares outstanding. Each of BPIP, BPM, Mr. Franzblau, Mr. Ferguson and Mr. Dunmire disclaim beneficial ownership of the Shares held by the other participants in this solicitation. 1 CERTAIN INFORMATION CONCERNING PARTICIPANTS KIM, together with the other Participants (as defined below), has made a definitive filing with the SEC of a proxy statement and accompanying proxy card to be used in connection with the solicitation of proxies to vote against approving a new Management Agreement and a new Subadvisory Agreement at a special meeting of stockholders of Real Estate Income Fund Inc. originally scheduled to be held on October 21, 2005, which was postponed by the Fund to November 15, 2005. KIM STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS 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 CODY B. BARTLETT JR., KARPUS INVESTMENT MANAGEMENT, BY TELEPHONE: (585) 416-0553 OR BY EMAIL AT: CODY@KARPUS.COM. The participants in the proxy solicitation are Karpus Management, Inc. d/b/a Karpus Investment Management, Western Investment LLC, Western Investment Institutional Partners LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Arthur D. Lipson, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Management, L.L.C., Scott Franzblau, Robert Ferguson and Michael Dunmire (together, the "Participants"). Information regarding the Participants and their direct or indirect interests is available in their respective Schedules 13D, as amended. # # # 2
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DFRN14A Filing
Western Investment Inactive DFRN14ARevised proxy by non-management
Filed: 26 Oct 05, 12:00am