UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Real Estate Income Fund Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
755881109
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(CUSIP Number)
Arthur D. Lipson
Western Investment L L C
2855 East Cottonwood Parkway, Ste. 110
Salt Lake City, UT 84121
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 06, 2006
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(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), (f) or (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 Rule 13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
CUSIP No. - 755881109
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
WESTERN INVESTMENT L L C
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* (See Item 3)
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 538,000 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 538,000 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 538,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARTHUR D. LIPSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 539,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 539,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 539,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT HEDGED PARTNERS LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 146,600
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 146,600
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 146,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON*
PN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT INSTITUTIONAL PARTNERS L L C
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 184,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 184,200
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 184,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT ACTIVISM PARTNERS L L C
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 207,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 207,200
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 207,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 308,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 308,700
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 308,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS PARTNERS, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 62,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 62,800
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 62,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS MANAGEMENT, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 308,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 308,700
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 308,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ROBERT FERGUSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 371,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 371,500
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 371,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PARADIGM PARTNERS, N.W., INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
WASHINGTON
NUMBER OF 7 SOLE VOTING POWER
SHARES 62,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 62,800
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 62,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
CO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCOTT FRANZBLAU
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 308,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 308,700
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 308,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MICHAEL DUNMIRE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 371,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 371,500
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 371,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON*
IN
The following constitutes Amendment No. 3 ("Amendment No. 3") to the
Schedule 13D filed by the undersigned. This Amendment No. 3 amends the
Schedule 13D as specifically set forth.
Item 2 is hereby amended and restated to read as follows:
ITEM 2: IDENTITY AND BACKGROUND
(a) This statement is filed by Western Investment LLC, a Delaware
limited liability company ("WILLC"), Arthur D. Lipson, Western
Investment Hedged Partners L.P., a Delaware limited partnership ("WIHP"),
Western Investment Institutional Partners LLC, a Delaware limited liability
company ("WIIP"), Western Investment Activism Partners LLC, a Delaware
limited liability company ("WIAP"), Benchmark Plus Institutional Partners,
L.L.C., a Delaware limited liability company ("BPIP"), Benchmark Plus
Management, L.L.C., a Delaware limited liability company ("BPM"), Benchmark
Plus Partners, L.L.C, a Delaware limited liability company ("BPP"), Paradigm
Partners, N.W., Inc., a Washington corporation ("PPNW"), Scott Franzblau,
Robert Ferguson and Michael Dunmire. Each of the foregoing is referred to as
a "Reporting Person" and collectively as the "Reporting Persons." Each of
WILLC, Mr. Lipson, WIHP, WIIP and WIAP disclaim beneficial ownership of the
Shares held by BPIP, BPM, BPP, PPNW, Mr. Franzblau, Mr. Ferguson and Mr.
Dunmire. Each of BPIP, BPM, BPP, PPNW, Mr. Franzblau, Mr. Ferguson and Mr.
Dunmire disclaim beneficial ownership of the Shares held by WILLC, Mr.
Lipson, WIHP, WIIP and WIAP.
WILLC has sole voting and investment power over WIHP's, WIIP's and WIAP's
security holdings and Mr. Lipson, in his role as the managing member of WILLC,
controls WILLC's voting and investment decisions. BPM is the managing member
of BPIP and Messrs. Franzblau, Ferguson and Dunmire in their role as managing
members of BPM, have sole voting and investment control over BPIP's security
holdings. PPNW is the managing member of BPP and Messrs. Ferguson and Dunmire,
in their role as officers of BPP, have sole voting and investment control over
BPP's security holdings. Neither WILLC, Mr. Lipson, WIHP, WIIP nor WIAP has
voting or dispositive control over the Shares held by BPIP, BPM, BPP, PPNW, Mr.
Franzblau, Mr. Ferguson and Mr. Dunmire. Neither BPIP, BPM, BPP, PPNW, Mr.
Franzblau, Mr. Ferguson nor Mr. Dunmire has voting or dispositive control over
the Shares held by WILLC, Mr. Lipson, WIHP, WIIP and WIAP.
(b) The principal business address of WILLC, Mr. Lipson, WIHP, WIIP and WIAP
is 2855 East Cottonwood Parkway, Suite 110, Salt Lake City, Utah 84121.
The principal business address of BPIP, BPM, BPP, PPNW, Mr. Franzblau, Mr.
Ferguson and Mr. Dunmire is 820 A Street, Suite 700, Tacoma, WA 98402.
(c) The principal business of WILLC is acting as the general partner and
managing member, as the case may be, of WIHP, WIIP and WIAP. The principal
occupation of Mr. Lipson is acting as managing member of WILLC. The principal
business of WIHP, WIIP and WIAP is the business of acquiring, holding and
disposing of investments in various companies.
The principal business of BPIP is the business of acquiring, holding and
disposing of investments in various companies. The principal business of BPM is
acting as the managing member of BPIP.
The principal business of BPP is the business of acquiring, holding and
disposing of investments in various companies. The principal business of
PPNW is acting as the managing member of BPP.
The principal occupation of Scott Franzblau is acting as a managing member of
BPM. The principal occupation of Robert Ferguson is acting as a managing
member of BPM and as the President and Director of PPNW. The principal
occupation of Michael Dunmire is acting as a managing member of BPM and as the
Chairman of the Board of PPNW.
(d) No Reporting Person has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has,during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Messrs. Lipson, Franzblau, Ferguson and Dunmire are citizens of the United
States of America.
Item 3 is hereby amended and restated as follows:
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the 538,000 Shares
beneficially owned by WILLC is approximately $9,932,052. The
Shares beneficially owned by WILLC were acquired with the working
capital of each of WIHP, WIIP, and WIAP. The aggregate purchase price
of the 308,700 Shares beneficially owned by BPM is approximately
$5,647,230. The Shares beneficially owned by BPM were acquired
with the working capital of BPIP. The aggregate purchase price of
the 62,800 Shares beneficially owned by PPNW is approximately
$1,161,546. The Shares beneficially owned by PPNW were acquired with
the working capital of BPP. The aggregate purchase price of the
1,000 additional Shares owned by Mr. Lipson is approximately
$18,610. The Shares owned by Mr. Lipson were acquired with personal
funds.
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 11,069,242 Shares outstanding as of August 22, 2005, as
reported in the Issuer's Form DEF 14A filed with the Securities and Exchange
Commission on September 2, 2005.
As of the close of business on February 6, 2006, WIHP, WIIP, WIAP, BPIP,
and BPP beneficially owned 146,600, 184,200, 207,200, 308,700,
and 62,800 Shares, respectively, representing 1.3%, 1.7%, 1.9%,
2.8%, and 0.6%, respectively, of the Shares outstanding. As the general
partner or managing member, as the case may be, of WIHP, WIIP, and WIAP,
WILLC may be deemed to beneficially own the 538,000 Shares, constituting
approximately 4.9% of the Shares outstanding. As the managing member of
WILLC, Mr. Lipson may be deemed to beneficially own the 538,000 Shares
beneficially owned by WILLC, in addition to the 1,000 Shares personally
owned by Mr. Lipson, constituting approximately 4.9% of the Shares
outstanding.
As a result of a partner withdrawing its interest in WIHP and investing
that interest in WIAP, on January 27, 2006, 173,800 Shares were transferred
from WIHP to WIAP.
As the managing member of BPIP, BPM may be deemed to beneficially own the
308,700 Shares beneficially owned by BPIP, constituting approximately 2.8%
of the Shares outstanding. As the managing members of BPM, Messrs. Franzblau,
Ferguson and Dunmire may be deemed to beneficially own the 308,700 Shares
owned by BPM. As the managing member of BPP, PPNW may be deemed to
beneficially own the 62,800 Shares beneficially owned by BPP. As the
officers of PPNW, Messrs. Ferguson and Dunmire may be deemed to beneficially
own the 62,800 Shares beneficially owned by PPNW.
ITEM 5(c) is hereby amended to add the following:
(c) Schedule A annexed hereto lists all transactions by the Reporting Persons
in the Issuer's Common Stock effected since the filing of Amendment No. 2
to Schedule 13D. All of such transactions were effected in the open market.
ITEM 6 is hereby amended to add the following:
On February 7, 2006, the Reporting Persons entered into a Joint Filing
Agreement in which the parties agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the
securities of the Issuer. Other than as described herein, there are
no contracts, arrangements, understandings or relationships among
the Reporting Persons, or between the Reporting Persons and any other
person, with respect to the securities of the Issuer.
ITEM 7 is hereby amended to add the following exhibit:
6. Joint Filing Agreement by and among Western Investment
LLC, Arthur D. Lipson, Western Investment Hedged Partners LP,
Western Investment Institutional Partners LLC, Western Investment
Activism Partners LLC, Benchmark Plus Institutional Partners, L.L.C.,
Benchmark Plus Partners, L.L.C., Benchmark Plus Management, L.L.C.,
Paradigm Partners, N.W., Inc., Scott Franzblau, Robert Ferguson and
Michael Dunmire, dated February 7, 2006.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 07, 2006
WESTERN INVESTMENT L L C
By: /s/ Arthur D. Lipson, Sole Member
WESTERN INVESTMENT HEDGED PARTNERS LP
By: Western Investment L L C,
its General Partner
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT INSTITUTIONAL PARTNERS L L C
By: Western Investment L L C,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
By: Western Investment L L C,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
By: /s/ Arthur D. Lipson
___________________
ARTHUR D. LIPSON
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
By: Benchmark Plus Management, L.L.C.,
its Managing Member
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
By: /s/ Michael Dunmire, Managing Member
BENCHMARK PLUS MANAGEMENT, L.L.C.
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
By: /s/ Michael Dunmire, Managing Member
By: /s/ Scott Franzblau
___________________
SCOTT FRANZBLAU
By: /s/ Robert Ferguson
___________________
ROBERT FERGUSON
By: /s/ Michael Dunmire
___________________
MICHAEL DUNMIRE
BENCHMARK PLUS PARTNERS, L.L.C.
By: Paradigm Partners, N.W., Inc.,
its Managing Member
By: /s/ Robert Ferguson, Principal
By: /s/ Michael Dunmire, Principal
PARADIGM PARTNERS, N.W. INC.
By: /s/ Robert Ferguson, Principal
By: /s/ Michael Dunmire, Principal
By: /s/ Robert Ferguson
___________________
ROBERT FERGUSON
By: /s/ Michael Dunmire
___________________
MICHAEL DUNMIRE
SCHEDULE A
Transaction Code Quantity Trade Date Price
WIHP Sell 5,100 12/30/2005 $18.7134
Transfer* 173,800 01/01/2006 $18.6200
Sell 1,600 01/03/2006 $18.6163
WIAP Transfer* 173,800 01/01/2006 $18.6200
Buy 6,900 01/12/2006 $19.1028
Buy 200 01/13/2006 $18.8850
BPP Buy 46,100 12/21/2005 $18.4200
Buy 200 12/22/2005 $18.1000
Buy 5,200 02/03/2006 $18.6854
Buy 11,300 02/06/2006 $18.7256
BPIP Buy 28,600 12/15/2005 $18.5803
Buy 1,000 12/16/2005 $18.5750
Buy 3,900 12/19/2005 $18.3647
Buy 20,700 12/20/2005 $18.3088
WIIP NONE
WILLC NONE
BPM NONE
PPNW NONE
Mr. Lipson NONE
Mr. Franzblau NONE
Mr. Dunmire NONE
Mr. Ferguson NONE
* Represents a transfer with respect to a limited partner's
redemption of its investment in WIHP and subsequent
reinvestment into WIAP.
EXHIBIT INDEX
Exhibit
-------
1. Joint Filing and Solicitation Agreement by and among Western
Investment LLC, Arthur D. Lipson, Western Investment Hedged
Partners L.P., Western Investment Institutional Partners LLC and
Western Investment Activism Partners LLC and Karpus Management,
Inc., dated September 14, 2005 (previously filed).
2. Amendment No. 1 to the Joint Filing and Solicitation Agreement by
and among Western Investment LLC, Arthur D. Lipson, Western
Investment Hedged Partners L.P., Western Investment Institutional
Partners LLC, Western Investment Activism Partners LLC, Benchmark
Plus Institutional Partners, L.L.C., Benchmark Plus Management,
L.L.C., Scott Franzblau, Robert Ferguson and Michael Dunmire and
Karpus Management, Inc., dated October 21, 2005 (previously
filed).
3. Letter to the members of the Board of Directors, dated October
21, 2005 (previously filed).
4. Joint Filing Agreement by and among Western Investment LLC,
Arthur D. Lipson, Western Investment Hedged Partners L.P.,
Western Investment Institutional Partners LLC, Western Investment
Activism Partners LLC, Benchmark Plus Institutional Partners,
L.L.C., Benchmark Plus Management, L.L.C., Scott Franzblau,
Robert Ferguson and Michael Dunmire, dated December 15, 2005
previously filed).
5. Termination Notice to Karpus Management, Inc. dated December 1,
2005 (previously filed).
6. Joint Filing Agreement by and among Western Investment LLC,
Arthur D. Lipson, Western Investment Hedged Partners L.P.,
Western Investment Institutional Partners LLC, Western Investment
Activism Partners LLC, Benchmark Plus Institutional Partners,
L.L.C., Benchmark Plus Management, L.L.C., Benchmark Plus
Partners, L.L.C., Paradigm Partners, N.W., Inc., Scott Franzblau,
Robert Ferguson and Michael Dunmire, dated February 7, 2006.
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of a Statement on
Schedule 13D dated February 7, 2006 (including further amendments
thereto) with respect to the Common Stock of Real Estate Income
Fund. This Joint Filing Agreement shall be filed as an Exhibit to
such Statement.
Dated: February 7, 2006
WESTERN INVESTMENT L L C
By: /s/ Arthur D. Lipson, Sole Member
WESTERN INVESTMENT HEDGED PARTNERS LP
By: Western Investment L L C,
its General Partner
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
By: Western Investment L L C,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT INSTITUTIONAL PARTNERS L L C
By: Western Investment L L C,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
By: /s/ Arthur D. Lipson
____________________
ARTHUR D. LIPSON
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
By: Benchmark Plus Management, L.L.C.,
its Managing Member
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
By: /s/ Michael Dunmire, Managing Member
BENCHMARK PLUS MANAGEMENT, L.L.C.
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
By: /s/ Michael Dunmire, Managing Member
By: /s/ Scott Franzblau
___________________
SCOTT FRANZBLAU
By: /s/ Robert Ferguson
___________________
ROBERT FERGUSON
By: /s/ Michael Dunmire
___________________
MICHAEL DUNMIRE
BENCHMARK PLUS PARTNERS, L.L.C.
By: Paradigm Partners, N.W., Inc.,
its Managing Member
By: /s/ Robert Ferguson, Principal
By: /s/ Michael Dunmire, Principal
PARADIGM PARTNERS, N.W. INC.
By: /s/ Robert Ferguson, Principal
By: /s/ Michael Dunmire, Principal
By: /s/ Robert Ferguson
___________________
ROBERT FERGUSON
By: /s/ Michael Dunmire
___________________
MICHAEL DUNMIRE