Exhibit (a)(5)
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 Our Clients:
Enclosed for your consideration are an Offer to Purchase dated September
10, 2004 and a related letter of transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer") relating
to the Offer 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 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"), on the terms and subject to the conditions
set forth in the Offer.
We are the holder of record of shares held by us for your account. A tender
of those shares can be made only by us as the holder of record and pursuant to
your instructions. The letter of transmittal is furnished to you for your
information only and cannot be used to tender shares held by us for your
account.
We request instructions as to whether you wish to tender any or all of the
shares held by us for your account pursuant to the terms and subject to the
conditions set forth in the Offer.
Your attention is directed to the following:
1. The Offer price is $19.89 per share, net to you in cash (subject
to applicable withholding of United States federal, state and
local taxes), without interest thereon, on the terms and subject
to the conditions set forth in the Offer.
2. The Offer is being made for up to 1,825,000 shares. If more than
1,825,000 shares are tendered, the Purchasers will purchase
1,825,000 shares on a pro-rata basis.
3. The Offer is conditioned upon the conditions to the Offer
described in Section 14 of the Offer to Purchase.
4. Tendering stockholders will not be obligated to pay brokerage
fees or commissions to the depositary or the information agent
or, except as set forth in Instruction 6 of the letter of
transmittal, transfer taxes on the purchase of shares by the
Purchasers pursuant to the Offer. However, federal income tax
backup withholding at a rate of 28% may be required, unless an
exemption is provided or unless the required taxpayer
identification information is provided. See Instruction 9 of the
letter of transmittal.
If you wish to have us tender any of or all the shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth below. An envelope to return your
instructions to us is enclosed. If you authorize the tender of your shares, all
such shares will be tendered unless you otherwise specify below. Your
instructions to us should be forwarded promptly to permit us to submit a tender
on your behalf prior to the expiration date.
In all cases, payment for shares accepted for payment pursuant to the Offer
will be made only after timely receipt by The Colbent Corporation (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 TO BE PAID BY THE PURCHASERS, REGARDLESS OF ANY EXTENSION OF OR AMENDMENT
TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of that
jurisdiction.
INSTRUCTION FORM WITH RESPECT TO
THE OFFER TO PURCHASE FOR CASH
UP TO 1,825,000 SHARES OF COMMON STOCK
OF
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
The undersigned acknowledge(s) receipt of your letter enclosing the Offer
to Purchase dated September 10, 2004 and the related letter of transmittal
relating to the Offer by the Lola Brown Trust No. 1B and the Ernest Horejsi
Trust No. 1B to purchase up to 1,825,000 outstanding shares of common stock, par
value $0.0001 per share (the "shares"), of Neuberger Berman Real Estate Income
Fund Inc., a Maryland corporation.
This will instruct you to tender the number of shares indicated below held
by you for the account of the undersigned (or, if no amount is indicated below,
all the shares held by you for the account of the undersigned) on the terms and
subject to the conditions set forth in the Offer to Purchase and the related
letter of transmittal.
Number of Shares to be Tendered* _____________________________________________
___________________________________________ _____________________________________________
shares
Signature(s)
Dated: _____________________________, 2004 ______________________________________________
______________________________________________
______________________________________________
Please Type or Print Name (s)
Address(es) (including Zip Code(s)):
______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________
Area Code and Telephone No.:
______________________________________________
Taxpayer Identification or Social Security No.
______________________________________________
__________________________________
* Unless otherwise indicated, it will be assumed that all shares held by us for
your account are to be tendered.