Offer by
Neuberger Berman Real Estate Securities Income Fund Inc.
to Purchase for Cash
Up To 100% of Its Outstanding Shares
of Preferred Stock
(Designated Auction Market Preferred Shares – All Series)
________________
March 1, 2011
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed to act as Depositary in connection with the offer by Neuberger Berman Real Estate Securities Income Fund Inc., a Maryland corporation (the “Fund”), to purchase for cash up to 100% of its outstanding shares of preferred stock, par value $0.0001 per share and a liquidation preference of $25,000 per share, designated Auction Market Preferred Shares, Series A, Auction Market Preferred Shares, Series B, Auction Market Preferred Shares, Series C, Auction Market Preferred Shares, Series D, Auction Market Preferred Shares, Series E, Auction Market Preferred Shares, Series F, Auction Market Preferred Shares, Series G, and Auction Market Preferred Shares, Series H (collectively, the “Preferred Stock”) (the “Offer”), upon the terms and subject to the conditions set forth in the Offe r to Purchase dated March 1, 2011 and the related Letter of Transmittal. The price to be paid for the Preferred Stock is an amount per share, net to the seller in cash, equal to 98% of the liquidation preference per share (or $24,500 per share), plus any unpaid dividends accrued through March 28, 2011, or such later date to which the Offer is extended.
We are asking you to contact your clients for whom you hold Preferred Stock registered in your name (or in the name of your nominee) or who hold Preferred Stock registered in their own names. Please bring the Offer to their attention as promptly as possible.
For your information and for forwarding to your clients, we are enclosing the following documents:
1. The Offer to Purchase dated March 1, 2011;
2. Letter of Transmittal for your use and for the information of your clients, including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, which provides information relating to backup federal income tax withholding;
3. A form of letter which may be sent to your clients for whose accounts you hold Preferred Stock registered in your name (or in the name of your nominee), with space provided for obtaining such clients’ instructions with regard to the Offer.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, MARCH 28, 2011, UNLESS THE OFFER IS EXTENDED.
The Offer is not being made to, nor will the Fund accept tenders from, holders of Preferred Stock in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.
The Fund will not pay any fees or commissions to any broker or dealer or other person (other than the Information Agent or the Depositary as described in the Offer to Purchase) for soliciting tenders of Preferred Stock pursuant to the Offer. The Fund will, however, upon request, reimburse you for reasonable and necessary costs and expenses incurred by you in forwarding any of the enclosed materials to your clients. The Fund will pay all stock transfer taxes applicable to its purchase of Preferred Stock pursuant to the Offer, except as otherwise provided in the Offer to Purchase. However, backup withholding may be required unless either an exemption is proved or the required taxpayer identification information and certifications are provided. S ee Section 4, “Procedures for Tendering Preferred Stock,” of the Offer to Purchase.
In order to accept the Offer, an Agent’s Message (as defined in the Offer to Purchase), and any other required documents, should be sent to the Depositary by 5:00 p.m., New York City time, on Monday, March 28, 2011.
In order to facilitate the Offer and any auctions for shares of Preferred Stock that may remain outstanding after the Offer is completed, when you tender Preferred Stock on behalf of your clients you will need to provide additional contact information for your Auction Department, or whoever submits auction instructions for the Preferred Stock on your behalf. Should you be unable to provide this contact information, the Fund, in its sole discretion, may waive this requirement. Please contact the Okapi Partners LLC, the Information Agent for Offer, toll free at (877) 796-5274 with any questions.
Neither the Fund nor its Board of Directors makes any recommendation to any holder of Preferred Stock as to whether to tender all or any shares of Preferred Stock.
Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent at the addresses and telephone number set forth on the back cover of the Offer to Purchase.
| | Very truly yours, |
| | |
| | Continental Stock Transfer & Trust Company |
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE FUND, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE MATERIALS ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIALS.
