Exhibit (a)(54)
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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 Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by the Xxxx Xxxxx Trust No. 1B, an irrevocable
grantor trust domiciled and administered in Alaska (the "Purchaser"), to act as
information agent in connection with the Purchaser's offer 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"),
at $19.89 per share, net to the seller in cash (subject to applicable
withholding of United States federal, state and local taxes), on the terms and
subject to the conditions set forth in 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"), 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"), 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"), 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") and the related letter of transmittal (which,
together with any supplements or amendments thereto, collectively constitute the
"Offer").
Please furnish copies of the enclosed Fifth Supplement to those of your
clients for whom you hold shares registered in your name or in the name of your
nominee. The Fifth Supplement amends the Offer by extending the expiration date
to 5:00 P.M., New York City Time on Tuesday, April 3, 2007, unless further
extended, and by providing additional information for NRL stockholders with
respect to the Offer.
CERTAIN CONDITIONS TO THE OFFER ARE DESCRIBED IN SECTION 14 OF THE RESTATED
OFFER.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT 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.
In all cases, payment for shares accepted for payment pursuant to the Offer
will be made only after timely receipt by 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
REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING
FOR SUCH SHARES.
The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the information agent and the depositary, as
described in the Restated Offer) in connection with the solicitation of tenders
of shares pursuant to the Offer. However, the Purchaser will, on request,
reimburse you for customary mailing and handling expenses incurred by you in
forwarding copies of the enclosed Offer materials to your clients.
Questions and requests for additional copies of the enclosed material may
be directed to the information agent at its address and telephone number set
forth on the back cover of the Fifth Supplement and the Restated Offer.
Very truly yours,
MACKENZIE PARTNERS, INC.
Nothing contained herein or in the enclosed documents shall render you or
any other person the agent of the Purchaser, the depositary, the information
agent or any affiliate of any of them or authorize you or any other person to
give any information or use any document or make any statement on behalf of any
of them with respect to the Offer other than the Fifth Supplement, the Restated
Offer, the documents previously provided to you by us with respect to the Offer
and the statements contained therein.
