Exhibit (a)(4)
OFFER TO PURCHASE FOR CASH
Up to 1,825,000 Outstanding Shares of Common Stock
of
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
at
$19.89 Net Per Share
by
LOLA BROWN TRUST NO. 1B
and
ERNEST HOREJSI TRUST NO. 1B
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, OCTOBER 8, 2004, UNLESS THE OFFER IS EXTENDED.
September 10, 2004
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by the Lola Brown Trust No. 1B, an irrevocable
grantor trust domiciled and administered in South Dakota (the "Lola Trust") and
the Ernest Horejsi Trust No. 1B, an irrevocable grantor trust domiciled and
administered in South Dakota (the "Ernest Trust" and, together with the Lola
Trust, the "Purchasers") to act as information agent in connection with the
Purchasers' offer to purchase up to 1,825,000 shares of common stock, par value
$0.0001 per share (the "shares"), of Neuberger Berman Real Estate Income Fund
Inc., a Maryland corporation ("NRL"), at $19.89 per share, net to the seller in
cash (subject to applicable withholding of United States federal, state and
local taxes), on the terms and subject to the conditions set forth in the Offer
to Purchase dated September 10, 2004 (the "Offer to Purchase") and the related
letter of transmittal (which, together with any supplements or amendments
thereto, collectively constitute the "Offer"). Please furnish copies of the
enclosed materials to those of your clients for whom you hold shares registered
in your name or in the name of your nominee.
Enclosed herewith are copies of the following documents:
1. Offer to Purchase dated September 10, 2004;
2. Letter of transmittal for your use in accepting the Offer and
tendering shares and for the information of your clients;
3. A form of letter that may be sent to your clients for whose
account you hold shares in your name or in the name of a nominee,
with space provided for obtaining such client's instructions with
regard to the Offer;
4. Notice of guaranteed delivery with respect to shares;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelope addressed to The Colbent Corporation as the
depositary.
CERTAIN CONDITIONS TO THE OFFER ARE DESCRIBED IN SECTION 14 OF THE OFFER TO
PURCHASE.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, OCTOBER 8, 2004, UNLESS THE OFFER IS EXTENDED.
In all cases, payment for shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the depositary of (1) the certificates
for (or a timely book-entry confirmation (as defined in the Offer to Purchase)
with respect to) such shares, (2) a letter of transmittal (or a facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, or, in the case of a book-entry transfer effected pursuant to the
procedures set forth in Section 3 of the Offer to Purchase, an agent's message
(as defined in the Offer to Purchase), and (3) any other documents required by
the letter of transmittal. Accordingly, tendering stockholders may be paid at
different times depending on when certificates for shares or book-entry
confirmations with respect to shares are actually received by the depositary.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES
REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING
FOR SUCH SHARES.
The Purchasers will not pay any fees or commissions to any broker or dealer
or other person (other than the information agent and the depositary, as
described in the Offer to Purchase) in connection with the solicitation of
tenders of shares pursuant to the Offer. However, the Purchasers will, on
request, reimburse you for customary mailing and handling expenses incurred by
you in forwarding copies of the enclosed Offer materials to your clients.
Questions and requests for additional copies of the enclosed material may
be directed to the information agent at its address and telephone number set
forth on the back cover of the Offer to Purchase.
Very truly yours,
MACKENZIE PARTNERS, INC.
Nothing contained herein or in the enclosed documents shall render you or
any other person the agent of the Purchasers, the depositary, the information
agent or any affiliate of any of them or authorize you or any other person to
give any information or use any document or make any statement on behalf of any
of them with respect to the Offer other than the enclosed documents and the
statements contained therein.