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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND : : : v. : : NEUBERGER BERMAN REAL : ESTATE INCOME FUND, INC., et al., : Defendants : : ...o0o... FULL VALUE PARTNERS, L.P., Plaintiff

Civil No. AMD 04-3399

MEMORANDUM OPINION This securities class action arises out of a hostile partial tender offer by two trusts to acquire a bare majority of the outstanding shares of a closed-end investment company, defendant Neuberger Berman Real Estate Income Fund, Inc. ("NRL"), and NRL's board's defensive actions taken in response. In Neuberger Berman Real Estate Income Fund, Inc. v. Lola Brown Trust, 342 F.Supp.2d 371 (D.Md. 2004), I adjudicated certain preliminary issues as between the principal disputants in connection with the tender offer. This case is follow-on litigation, in which a shareholder in the company, plaintiff Full Value Partners, L.P. ("plaintiff" or "Full Value"), complains about the actions of the NRL board in responding to the tender offer. Full Value, like defendants here, generally opposed the tender offer. The gist of its complaint is that the directors of NRL (all of whom are named defendants in this case) took improper actions in resisting the tender offer. Now pending is the defendants' motion to dismiss for failure to state a claim filed pursuant to Fed.R.Civ.P. 12(b)(6). The motion has been fully briefed and no hearing is needed. The motion shall be

granted and plaintiff afforded an opportunity to file an amended complaint. The cardinal facts out of which this dispute arises are largely undisputed and were set forth in my earlier Memorandum Opinion: NRL is a closed-end investment company incorporated in Maryland. It invests primarily in real estate securities and is subject to the Investment Company Act of 1940, 15 U.S.C.

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Maryland Law