UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 7) 1

Neuberger Berman Realty Income Fund Inc.
(Name of Issuer)

Common Stock , par value $0.0001 per share
(Title of Class of Securities)

64126G109
(CUSIP Number)

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 21, 2007
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1               The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).
 
CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  x
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO, WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,368,637.4168
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,368,637.4168
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,368,637.4168
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.0%
14
TYPE OF REPORTING PERSON
 
OO

2
CUSIP NO. 64126G109
 
 
1
NAME OF REPORTING PERSON
 
ARTHUR D. LIPSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  x
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,368,637.4168
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,368,637.4168
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,368,637.4168
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.0%
14
TYPE OF REPORTING PERSON
 
IN
 

3
CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  x
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
676,038
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
676,038
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
676,038
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
PN

4
CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  x
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
691,582
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
691,582
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
691,582
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
OO

5
CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  x
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
651,501
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
651,501
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
651,501
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4%
14
TYPE OF REPORTING PERSON
 
OO

6
CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS PARTNERS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  x
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
410,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
410,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
410,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.5%
14
TYPE OF REPORTING PERSON
 
OO

7
CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS MANAGEMENT, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  x
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,061,501
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,061,501
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,061,501
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9%
14
TYPE OF REPORTING PERSON
 
OO

8
CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
ROBERT FERGUSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  x
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,061,501
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,061,501
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,061,501
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9%
14
TYPE OF REPORTING PERSON
 
IN

9
CUSIP NO. 64126G109
 
1
NAME OF REPORTING PERSON
 
SCOTT FRANZBLAU
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  x
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,061,501
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,061,501
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,061,501
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9%
14
TYPE OF REPORTING PERSON
 
IN

10
CUSIP NO. 64126G109
 
The following constitutes Amendment No. 7 (“Amendment No. 7”) to the Schedule 13D filed by the undersigned.  This Amendment No. 7 amends the Schedule 13D as specifically set forth.
 
Item 3 is hereby amended and restated as follows:
 
The aggregate purchase price of the 1,368,637.4168 Shares beneficially owned by WILLC is approximately $27,373,508, including brokerage commissions. The Shares beneficially owned by WILLC consist of 1,017.4168 Shares, 900 of which were acquired with WILLC's working capital and 117.4168 of which were acquired through the Issuer’s dividend repurchase plan, 676,038 Shares that were acquired with WIHP's working capital and 691,582 Shares that were acquired with WIAP's working capital.  The aggregate purchase price of the 1,061,501 Shares beneficially owned by BPM is approximately $23,978,031, including brokerage commissions.  The Shares beneficially owned by BPM were acquired with the working capital of each of BPIP and BPP.
 
Item 4 is hereby amended to add the following:
 
On December 21, 2007, WILLC delivered a letter to the Corporate Secretary of the Issuer submitting, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), a proposal requesting that the Board of Directors immediately establish a special committee consisting solely of independent directors to investigate suitable alternatives to replace the Issuer’s current investment manager, Neuberger Berman Management Inc. (the "14a-8 Proposal").  A copy of this letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 5(a) is hereby amended and restated as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 27,372,139 Shares outstanding as of November 29, 2007, as reported in Amendment No. 1 to the Issuer’s Registration Statement on Form N-14 filed with the Securities and Exchange Commission on December 12, 2007.
 
As of the close of business on December 21, 2007, WIHP, WIAP, BPIP and BPP beneficially owned 676,038, 691,582, 651,501 and 410,000 Shares, respectively, constituting 2.5%, 2.5%, 2.4% and 1.5%, respectively, of the Shares outstanding.  Each of WILLC and Mr. Lipson beneficially owned 1,368,637.4168 Shares, constituting approximately 5.0% of the Shares outstanding.  Each of BPM, Mr. Franzblau and Mr. Ferguson beneficially owned 1,061,501 Shares, constituting approximately 3.9% of the Shares outstanding.
 
As the general partner and managing member of WIHP and WIAP, respectively, WILLC may be deemed to beneficially own the 1,367,620 Shares beneficially owned in the aggregate by WIHP and WIAP, in addition to approximately 1,017.4168 Shares it owns directly.  As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 1,368,637.4168 Shares beneficially owned by WILLC.  As the managing member of BPIP and BPP, BPM may be deemed to beneficially own the 1,061,501 Shares beneficially owned in the aggregate by BPIP and BPP. As the managing members of BPM, Messrs. Franzblau and Ferguson may be deemed to beneficially own the 1,061,501 Shares beneficially owned by BPM.
 
11
CUSIP NO. 64126G109
 
Item 5(c) is hereby amended to add the following:
 
(c)           Schedule A attached hereto reports all transactions in the Shares by the Reporting Persons during the past 60 days.  Except where otherwise noted, all of such transactions were effected in the open market.
 
 
Item 7 is hereby amended to add the following Exhibit:
 
 
Exhibit 99.1
Letter from Western Investment LLC to Neuberger Berman Realty Income Fund Inc., dated December 21, 2007, submitting a 14a-8 proposal for consideration at the 2008 Annual Meeting.
 
12
CUSIP NO. 64126G109
 
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  December 26, 2007
WESTERN INVESTMENT LLC
   
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
   
 
By:
Western Investment LLC,
Its General Partner
   
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
   
 
By:
Western Investment LLC,
Its Managing Member
   
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
 
 
13
CUSIP NO. 64126G109

 
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
   
 
By:
Benchmark Plus Management, L.L.C.,
Its Managing Member
   
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member
   
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member


 
BENCHMARK PLUS PARTNERS, L.L.C.
   
 
By:
Benchmark Plus Management, L.L.C.,
Its Managing Member
   
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member
   
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member


 
BENCHMARK PLUS MANAGEMENT, L.L.C.
   
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member
   
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member


 
/s/ Robert Ferguson
 
ROBERT FERGUSON


 
/s/ Scott Franzblau
 
SCOTT FRANZBLAU

 
14
CUSIP NO. 64126G109
 
SCHEDULE A
Transactions in the Shares During the Past 60 Days

Shares of Common Stock
Purchased / (Sold)
Price Per
Share($)
Date of
Purchase / Sale

WESTERN INVESTMENT HEDGED PARTNERS L.P.

(5,000)
 
19.9324
11/01/07
(3,200)
 
19.4293
11/02/07
(4,700)
 
18.8149
11/07/07
(5,000)
 
18.6272
11/08/07
(2,100)
 
19.0972
11/15/07
(4,600)
 
19.0694
11/16/07
(600)
 
18.3955
11/19/07
(3,500)
 
17.6769
11/26/07
(600)
 
18.5772
12/03/07
(10,200)
 
18.2280
12/04/07
(4,100)
 
18.9443
12/11/07
(1,600)
 
18.6045
12/12/07
(6,800)
 
16.8551
12/13/07
(3,300)
 
16.5454
12/14/07
16,600
 
14.5987
12/18/07
7,400
 
15.1753
12/19/07

WESTERN INVESTMENT ACTIVISM PARTNERS LLC

(5,000)
 
19.9324
11/01/07
(3,100)
 
19.4293
11/02/07
(4,700)
 
18.8170
11/07/07
(5,000)
 
18.6272
11/08/07
(5,200)
 
17.6769
11/26/07
(600)
 
18.5772
12/03/07
(10,300)
 
18.2280
12/04/07
(1,000)
 
18.3872
12/05/07
 
15
CUSIP NO. 64126G109
 
(1,000)
 
19.3472
12/10/07
(4,400)
 
18.9420
12/11/07
(1,500)
 
18.6040
12/12/07
(6,800)
 
16.8551
12/13/07
(3,300)
 
16.5454
12/14/07
(1,300)
 
16.4473
12/17/07
16,600
 
14.5987
12/18/07
7,300
 
15.1753
12/19/07

WESTERN INVESTMENT LLC
None

ARTHUR D. LIPSON
None

BENCHMARK INSTITUTIONAL PARTNERS, L.L.C.
None

BENCHMARK PLUS PARTNERS, L.L.C.
None

BENCHMARK PLUS MANAGEMENT, L.L.C.
None

SCOTT FRANZBLAU
None

ROBERT FERGUSON
None
 
16
CUSIP NO. 64126G109
 
EXHIBIT INDEX
 
Exhibit
 
Number
Letter from Western Investment LLC to Neuberger Berman Realty Income Fund Inc., dated December 21, 2007, submitting a 14a-8 proposal for consideration at the 2008 Annual Meeting.
 
99.1
 
17

 







 
 
Neuberger Berman Rlty Fd (NYSE:NRI)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Neuberger Berman Rlty Fd Charts.
Neuberger Berman Rlty Fd (NYSE:NRI)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Neuberger Berman Rlty Fd Charts.