Exhibit (a)(55)
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Supplement No. 5 Dated December 8, 2006
Relating to the Amended and Restated Offer to Purchase
Dated May 24, 2005, as amended
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XXXX XXXXX TRUST NO. 1B
Has Amended Its Offer to Purchase for Cash
Up to 1,620,000 Outstanding Shares of Common Stock
of
XXXXXXXXX XXXXXX 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, APRIL 3, 2007, UNLESS THE
OFFER IS FURTHER EXTENDED.
December 8, 2006
To Our Clients:
Enclosed for your consideration is the Supplement No. 5 dated December 8,
2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005,
as amended (the "Fifth Supplement")(which, together with the Supplement No. 4
dated August 14, 2006 relating to the Amended and Restated Offer to Purchase
dated May 24, 2005, as amended (the "Fourth Supplement"), the Supplement No. 3
dated April 25, 2006 relating to the Amended and Restated Offer to Purchase
dated May 24, 2005, as amended (the "Third Supplement"), the Supplement No. 2
dated January 3, 2006 relating to the Amended and Restated Offer to Purchase
dated May 24, 2005, as amended (the "Second Supplement"), the Supplement dated
September 13, 2005 relating to the Amended and Restated Offer to Purchase dated
May 24, 2005 (the "First Supplement"), 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 Xxxx Xxxxx 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 Xxxxxxxxx Xxxxxx 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, April 3,
2007, 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
XXXXXXXXX XXXXXX REAL ESTATE INCOME FUND INC.
The undersigned acknowledge(s) receipt of your letter enclosing the
Supplement No. 5 dated December 8, 2006 relating to the Amended and Restated
Offer to Purchase dated May 24, 2005, as amended, your letter enclosing the
Supplement No. 4 dated August 14, 2006 relating to the Amended and Restated
Offer to Purchase dated May 24, 2005, as amended, your letter enclosing the
Supplement No. 3 dated April 25, 2006 relating to the Amended and Restated Offer
to Purchase dated May 24, 2005, as amended, your letter enclosing the Supplement
No. 2 dated January 3, 2006 relating to the Amended and Restated Offer to
Purchase dated May 24, 2005, as amended, 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, as
amended, your letter enclosing the Supplement No. 3 dated October 26, 2004
relating to the Offer to Purchase dated September 10, 2004, as amended, your
letter enclosing the Supplement No. 2 dated October 14, 2004 relating to the
Offer to Purchase dated September 10, 2004, as amended, 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 Xxxx Xxxxx Trust No. 1B to purchase up to 1,620,000 outstanding shares of
common stock, par value $0.0001 per share (the "shares"), of Xxxxxxxxx Xxxxxx
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* ------------------------------------
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shares
Signature(s)
Dated:
-------------------------, 200_ ------------------------------------
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Please Type or Print Name(s)
Address(es) (including Zip Code(s)):
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Area Code and Telephone No.:
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Taxpayer Identification or Social
Security No.:
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* Unless otherwise indicated, it will be assumed that all shares held by us for
your account are to be tendered.
