Exhibit (a)(39)

- --------------------------------------------------------------------------------
                       Supplement Dated September 13, 2005
    Relating to the Amended and Restated Offer to Purchase Dated May 24, 2005
- --------------------------------------------------------------------------------

                             LOLA BROWN TRUST NO. 1B

                   Has Amended Its Offer to Purchase for Cash
               Up to 1,620,000 Outstanding Shares of Common Stock
                                       of
                  NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
                                       at
                              $19.89 Net Per Share

     THE OFFER AND WITHDRAWAL  RIGHTS HAVE BEEN EXTENDED AND WILL EXPIRE AT 5:00
     P.M., NEW YORK CITY TIME, ON TUESDAY,  JANUARY 3, 2006, UNLESS THE OFFER IS
     FURTHER EXTENDED.

                                                              September 13, 2005

To Our Clients:

     Enclosed for your  consideration is the Supplement dated September 13, 2005
relating to the Amended and Restated  Offer to Purchase  dated May 24, 2005 (the
"Supplement")  (which,  together with the Amended and Restated Offer to Purchase
dated May 24, 2005 (the "Restated Offer"), any further amendments or supplements
thereto and the  related  letter of  transmittal,  collectively  constitute  the
"Offer"),  relating to the Offer by the Lola Brown Trust No. 1B, an  irrevocable
grantor trust domiciled and administered in Alaska (the "Purchaser") to purchase
up to  1,620,000  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 was previously furnished to you for
your  information  only and cannot be used to tender  shares held by us for your
account.

     To the  extent  you have not  already  provided  us with  instructions,  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 remains $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 Purchaser  continues to seek to purchase up to 1,620,000 shares in
          the Offer. If more than 1,620,000  shares are tendered,  the Purchaser
          will purchase 1,620,000 shares on a pro-rata basis.

     3.   The Offer is conditioned upon the conditions to the Offer described in
          Section 14 of the Restated Offer.

     4.   The Offer and withdrawal  rights have been extended and will expire at
          5:00 P.M., New York City time, on Tuesday, January 3, 2006, unless the
          Offer is further extended.

     5.   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  Purchaser  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 and have not already  returned  the  instruction  form set forth  below,
please 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 Restated Offer) 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  Restated
Offer, an agent's message (as defined in the Restated Offer),  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 PURCHASER,  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 1,620,000 SHARES OF COMMON STOCK

                                       OF

                  NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.

     The  undersigned  acknowledge(s)  receipt  of  your  letter  enclosing  the
Supplement  dated  September 13, 2005 relating to the Amended and Restated Offer
to Purchase dated May 24, 2005,  your letter  enclosing the Amended and Restated
Offer to Purchase dated May 24, 2005, your letter enclosing the Supplement No. 4
dated  January 25, 2005  relating to the Offer to Purchase  dated  September 10,
2004, your letter enclosing the Supplement No. 3 dated October 26, 2004 relating
to the Offer to Purchase  dated  September 10, 2004,  your letter  enclosing the
Supplement  No. 2 dated October 14, 2004 relating to the Offer to Purchase dated
September 10, 2004, your letter  enclosing the Supplement  dated October 1, 2004
relating to the Offer to Purchase  dated  September  10,  2004,  and 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 to purchase
up to 1,620,000  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.


Number of Shares to be Tendered*        ________________________________________

______________________________________  ________________________________________
  shares
                                                    Signature(s)

Dated: _______________________________  ________________________________________
                    , 200__
                                        ________________________________________

                                        ________________________________________
                                               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.