| | | | Neuberger Berman Real Estate Securities Income Fund Inc.
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| Annual Report October 31, 2020 |
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website www.nb.com/CEFliterature, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling 800.877.9700 or by sending an e-mail request to fundinfo@nb.com. You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 800.877.9700 or send an email request to fundinfo@nb.com to inform the Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Fund. |
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| Contents |
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| PRESIDENT’S LETTER | 1 |
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| PORTFOLIO COMMENTARY | 2 |
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| SCHEDULE OF INVESTMENTS | 6 |
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| FINANCIAL STATEMENTS | 10 |
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| FINANCIAL HIGHLIGHTS/PER SHARE DATA | 20 |
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| Report of Independent Registered Public Accounting Firm | 22 |
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| Fund Investment Objectives, Policies and Risks | 23 |
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| Distribution Reinvestment Plan for the Fund |
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| Directory | 31 |
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| Directors and Officers | | 32 |
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| Proxy Voting Policies and Procedures |
| 42 |
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| Quarterly Portfolio Schedule |
| 42 |
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| Report of Votes of Stockholders |
| 43 |
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| Board Consideration of the Management Agreement |
| 44 |
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The “Neuberger Berman” name and logo and “Neuberger Berman Investment Advisers LLC” name are registered service marks of Neuberger Berman Group LLC. The individual Fund name in this piece is either a service mark or registered service mark of Neuberger Berman Investment Advisers LLC. ©2020 Neuberger Berman Investment Advisers LLC. All rights reserved.
Dear Stockholder,
I am pleased to present this annual report for Neuberger Berman Real Estate Securities Income Fund Inc. (the Fund) for the 12 months ended October 31, 2020 (the reporting period). The report includes a portfolio commentary, a listing of the Fund’s investments and its audited financial statements for the reporting period.
The Fund seeks to provide high current income with capital appreciation as a secondary objective. To pursue both, we have assembled a portfolio with a broad mix of equity securities of real estate investment trusts (REITs) and other real estate companies. Our investment approach combines analysis of security fundamentals and real estate with property sector diversification. Our disciplined valuation methodology seeks real estate company securities that we believe are attractively priced relative to both their historical growth rates and the valuation of other property sectors.
As previously communicated, in March of 2020, as a result of the extreme market volatility caused by the COVID-19 pandemic, the Fund reduced the amount of outstanding borrowings under its leverage facility to bring the amount of available debt financing in line with the Fund’s asset level. In connection with doing so, the Fund repaid the $30 million 3-year fixed-rate term loan due September 2022. As a result, after the repayment, the Fund’s outstanding fixed-rate borrowings consisted of an existing $30 million 5-year fixed-rate term loan due September 2024. In addition, the Fund continues to have access to, and has utilized a $40 million revolving credit facility.
As of the date of this letter, the COVID-19 pandemic situation remains fluid, and the extent of its impact on financial markets and the global economy remains uncertain. We encourage you to visit the “Investment Strategies – Closed-End Funds – Literature” section of Neuberger Berman’s website at www.nb.com, where we offer the Fund’s quarterly factsheet, which includes portfolio manager commentary and market analysis.
Neuberger Berman continues to monitor the ongoing developments related to COVID-19 with a particular focus on two areas: the safety and health of its employees and clients; and the ability to continue to conduct effectively its investment and business operations, including all critical services. Neuberger Berman has a dedicated Business Continuity Management Team staffed with full-time professionals, who partner with over 60 Business Continuity Coordinators covering all business functions across all geographies. Neuberger Berman currently has not experienced a significant impact on its operating model. Neuberger Berman will continue to watch the effectiveness of efforts to contain the spread of the COVID-19 virus and the potential long-term implications on global economies and will continue to monitor and adapt as necessary the firm’s operations and processes in the effort to most effectively manage portfolios.
Thank you for your confidence in the Fund. We will continue to do our best to retain your trust in the years to come.
Sincerely,

Joseph V. Amato
President and CEO
Neuberger Berman Real Estate Securities Income Fund Inc.
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Neuberger Berman Real Estate Securities Income Fund Inc. Portfolio Commentary (Unaudited) |
Neuberger Berman Real Estate Securities Income Fund Inc. (the Fund) generated a -25.65% total return on a net asset value (NAV) basis for the 12 months ended October 31, 2020 (the reporting period) and underperformed its benchmark, the FTSE Nareit All Equity REITs Index (the Index), which provided a -16.01% total return for the same period. The use of leverage (typically a performance enhancer in up markets and a detractor during market retreats) was a key driver of the Fund’s underperformance during the reporting period. Fund performance on a market price basis is provided in the table immediately following this commentary.
The U.S. stock market experienced periods of heightened volatility, but ultimately posted solid results, during the reporting period. After reaching a record high in mid-February 2020, the U.S. stock market abruptly reversed course and fell sharply, ending the 11-year bull market in March 2020. Investor sentiment declined given the repercussions from the COVID-19 pandemic. Those losses were then erased over the next five months. This turnaround was triggered by unprecedented monetary policy accommodation by the U.S. Federal Reserve Board, aggressive fiscal actions, and hopes for a COVID-19 vaccine. However, another wave of the pandemic, gridlock in Washington, DC and uncertainties regarding the November election caused stocks to again decline in September and October 2020. All told, the S&P 500® Index gained 9.71% during the reporting period. Comparatively, real estate investment trusts (REITs) generated weak results.
On average, during the reporting period, the Fund had roughly a 37% allocation to REIT preferred shares, which we used to pursue the Fund’s dual objective of income generation and price appreciation. This allocation detracted from absolute performance as preferred shares, as measured by the Wells Fargo Hybrid & Preferred Securities REIT Index, returned -3.91% during the reporting period. Sector allocation also detracted from relative results, whereas stock selection was additive for returns. In terms of sector positioning, an out-of-Index allocation to Mortgage Commercial Financing and an overweight to Lodging/Resorts were the largest headwinds for results. Conversely, an underweight to Apartments and an overweight to Single Family Homes were the most beneficial for relative performance. The sectors that were the most additive for the Fund’s relative performance from a stock selection perspective were Diversified, Shopping Centers and Lodging/Resorts. Conversely, holdings in both the Data Centers and Industrial sectors were the only meaningful detractors from relative performance from a stock selection perspective.
Looking ahead, the results of a contentious U.S. election are now largely known and have helped ease market uncertainty. We also anticipate an additional round of fiscal stimulus after the election. Like the earlier rounds of stimulus, we count on the market to react favorably over the short term. Low interest rates should also help stabilize the market and support a market recovery, in our opinion. Longer term, policy details relating to deficit spending, tax policy, healthcare and global trade could weigh on market sentiment. The pandemic and the lasting effects of a U.S. and global recession remain the primary risks to the market, in our view. Recent positive news from pharmaceutical companies related to a COVID-19 vaccine marked a major turning point in the fight against the pandemic and sparked a strong market rally. Although it will take time for any vaccine to be broadly accepted, distributed, and administered across the population, we believe increased visibility to a post-COVID-19 environment may lead to a sustainable market recovery. Recent sharp increases in the number of infections across the U.S. remind us that elevated uncertainty and market volatility could persist. We understand that widespread vaccinations may take many months, possibly into late 2021. In the meantime, we believe that measures including additional monetary and fiscal stimulus, if it’s forthcoming, should help buoy the economy until self-sustaining economic growth returns.
Sincerely,
Steve Shigekawa and Brian Jones
Portfolio Co-Managers
The portfolio composition, industries and holdings of the Fund are subject to change without notice.
The opinions expressed are those of the Fund’s portfolio managers. The opinions are as of the date of this report and are subject to change without notice.
The value of securities owned by the Fund, as well as the market value of shares of the Fund’s common stock, may decline in response to certain events, including those directly involving the issuers whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional, national or global political, social or economic instability; regulatory or legislative developments; price, currency and interest rate fluctuations, including those resulting from changes in central bank policies; and changes in investor sentiment.
TICKER SYMBOL |
Real Estate Securities Income Fund | | NRO | |
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SECTOR DIVERSIFICATION |
(as a % of Total Investments*) |
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Equity Apartments |
| 6.7 | % |
Equity Data Centers |
| 5.8 |
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Equity Diversified |
| 8.3 |
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Equity Free Standing |
| 3.6 |
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Equity Health Care |
| 10.0 |
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Equity Industrial |
| 9.1 |
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Equity Lodging/Resorts |
| 5.3 |
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Equity Manufactured Homes |
| 2.3 |
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Equity Office |
| 6.8 |
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Equity Regional Malls |
| 5.7 |
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Equity Self Storage |
| 5.3 |
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Equity Shopping Centers |
| 7.4 |
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Equity Single Family Homes |
| 5.2 |
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Equity Specialty |
| 0.5 |
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Infrastructure REITs |
| 8.4 |
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Mortgage Commercial Financing |
| 3.6 |
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Mortgage Home Financing |
| 5.3 |
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Short-Term Investments |
| 0.7 |
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Total |
| 100.0 | % |
* | Does not include the impact of the Fund’s open positions in derivatives, if any. |
PERFORMANCE HIGHLIGHTS |
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| Average Annual Total Return |
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| Inception |
| Ended 10/31/2020 |
| | Date | | 1 Year | | 5 Years | | 10 Years | | Life of Fund |
At NAV1 |
| 10/28/2003 |
| | -25.65% | |
| | 1.91% | |
| | 6.95% | |
| | 3.27% | |
At Market Price2 |
| 10/28/2003 |
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| -25.48% |
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| 3.43% |
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| 7.49% |
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| 2.68% |
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Index |
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FTSE Nareit All Equity |
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REITs Index3 |
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| -16.01% |
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| 4.56% |
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| 8.33% |
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| 8.57% |
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Listed closed-end funds, unlike open-end funds, are not continually offered. Generally, there is an initial public offering and, once issued, shares of common stock of closed-end funds are sold in the secondary market on a stock exchange.
The performance data quoted represent past performance and do not indicate future results. Current performance may be lower or higher than the performance data quoted. For current performance data, please visit www.nb.com/cef-performance.
The results shown in the table reflect the reinvestment of income dividends and other distributions, if any. The results do not reflect the effect of taxes a stockholder would pay on Fund distributions or on the sale of shares of the Fund’s common stock.
The investment return and market price will fluctuate and shares of the Fund’s common stock may trade at prices above or below NAV. Shares of the Fund’s common stock, when sold, may be worth more or less than their original cost.
Returns would have been lower if Neuberger Berman Investment Advisers LLC (“NBIA”) had not waived a portion of its investment management fees during certain of the periods shown. The waived fees are from prior years that are no longer disclosed in the Financial Highlights.
Endnotes
1 | | Returns based on the NAV of the Fund. |
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2 |
| Returns based on the market price of shares of the Fund’s common stock on the NYSE American. |
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3 |
| Please see “Description of Index” on page 5 for a description of the index. |
For more complete information on Neuberger Berman Real Estate Securities Income Fund Inc., call Neuberger Berman Investment Advisers LLC at (800) 877-9700, or visit our website at www.nb.com.
Description of Index
FTSE Nareit All Equity REITs Index: | | The index is a free float-adjusted, market capitalization-weighted index that tracks the performance of U.S. equity real estate investment trusts (REITs) that are listed on the New York Stock Exchange or NASDAQ. Equity REITs include all tax qualified REITs with more than 50% of total assets in qualifying real estate assets other than mortgages secured by real property. |
Please note that the index does not take into account any fees and expenses or any tax consequences of investing in the individual securities that it tracks and that individuals cannot invest directly in any index. Data about the performance of this index are prepared or obtained by NBIA and include reinvestment of all income dividends and other distributions, if any. The Fund may invest in securities not included in the above described index and generally does not invest in all securities included in the index.
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Schedule of Investments Real Estate Securities Income Fund Inc.^ |
October 31, 2020 |
NUMBER OF SHARES | | VALUE |
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Common Stocks 74.2% |
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Apartments 8.3% |
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| 106,600 | | American Campus Communities, Inc. | | $ | 3,993,236 | (a) |
| 84,200 |
| Equity Residential |
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| 3,955,716 | (a) |
| 10,700 |
| Essex Property Trust, Inc. |
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| 2,189,113 | (a) |
| 44,200 |
| Mid-America Apartment Communities, Inc. |
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| 5,155,046 | (a) |
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| 15,293,111 |
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Commercial Financing 4.5% |
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| 204,300 |
| Blackstone Mortgage Trust, Inc. Class A |
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| 4,433,310 | (a) |
| 283,200 |
| Starwood Property Trust, Inc. |
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| 3,956,304 | (a) |
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| 8,389,614 |
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Data Centers 7.2% |
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| 54,100 |
| CoreSite Realty Corp. |
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| 6,457,376 | (a) |
| 47,400 |
| Digital Realty Trust, Inc. |
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| 6,839,820 | (a) |
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| 13,297,196 |
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Diversified 2.4% |
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| 72,400 |
| WP Carey, Inc. |
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| 4,532,964 |
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Free Standing 3.5% |
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| 114,550 |
| Four Corners Property Trust, Inc. |
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| 2,902,697 | (a) |
| 119,000 |
| Spirit Realty Capital, Inc. |
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| 3,575,950 | (a) |
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| 6,478,647 |
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Health Care 12.4% |
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| 183,200 |
| Healthpeak Properties, Inc. |
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| 4,940,904 | (a) |
| 423,866 |
| Medical Properties Trust, Inc. |
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| 7,553,292 | (a) |
| 203,400 |
| Omega Healthcare Investors, Inc. |
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| 5,859,954 | (a) |
| 84,000 |
| Welltower, Inc. |
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| 4,516,680 | (a) |
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| 22,870,830 |
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Home Financing 3.7% |
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| 134,900 |
| AGNC Investment Corp. |
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| 1,884,553 | (a) |
| 705,800 |
| Annaly Capital Management, Inc. |
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| 5,004,122 |
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| 6,888,675 |
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Industrial 4.9% |
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| 32,050 |
| Prologis, Inc. |
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| 3,179,360 | (a) |
| 191,200 |
| STAG Industrial, Inc. |
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| 5,950,144 | (a) |
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| 9,129,504 |
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Infrastructure 10.5% |
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| 27,300 |
| American Tower Corp. |
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| 6,269,445 | (a) |
| 83,400 |
| Crown Castle International Corp. |
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| 13,027,080 | (a) |
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| 19,296,525 |
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Manufactured Homes 1.8% |
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| 23,700 |
| Sun Communities, Inc. |
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| 3,261,831 | (a) |
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Office 4.5% |
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| 58,600 |
| Boston Properties, Inc. |
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| 4,243,226 |
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| 133,780 |
| Highwoods Properties, Inc. |
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| 3,982,631 | (a) |
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| 8,225,857 |
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See Notes to Financial Statements | 6 |
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Schedule of Investments Real Estate Securities Income Fund Inc.^ (cont’d) |
NUMBER OF SHARES |
| VALUE |
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Regional Malls 3.7% |
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| 187,300 | | Brookfield Property Partners LP | | $ | 2,601,597 |
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| 67,500 |
| Simon Property Group, Inc. |
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| 4,239,675 | (a) |
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| 6,841,272 |
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Self Storage 3.8% |
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| 30,400 |
| Public Storage |
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| 6,963,728 |
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Shopping Centers 2.3% |
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| 117,700 |
| Regency Centers Corp. |
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| 4,188,943 | (a) |
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Specialty 0.7% |
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| 47,200 |
| Iron Mountain, Inc. |
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| 1,230,032 | (a) |
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| Total Common Stocks (Cost $141,734,985) |
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| 136,888,729 |
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Preferred Stocks 49.4% |
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Diversified 6.5% |
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| 50,000 |
| Armada Hoffler Properties, Inc., Ser. A, 6.75% |
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| 1,155,500 | (b) |
| 368,591 |
| Colony Capital, Inc., Ser. I, 7.15% |
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| 8,142,175 | (b) |
| 125,000 |
| Colony Capital, Inc., Ser. J, 7.13% |
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| 2,731,250 | (b) |
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| 12,028,925 |
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Free Standing 1.0% |
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| 68,922 |
| National Retail Properties, Inc., Ser. F, 5.20% |
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| 1,762,336 | (a)(b) |
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Home Financing 2.9% |
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| 235,000 |
| Annaly Capital Management, Inc., Ser. F, 6.95% |
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| 5,289,850(a) | (b)(f) |
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Industrial 6.4% |
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| 80,000 |
| Monmouth Real Estate Investment Corp., Ser. C, 6.13% |
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| 1,992,000 | (b) |
| 16,300 |
| PS Business Parks, Inc., Ser. Y, 5.20% |
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| 427,223 | (a)(b) |
| 62,350 |
| PS Business Parks, Inc., Ser. Z, 4.88% |
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| 1,619,229 | (a)(b) |
| 233,500 |
| Rexford Industrial Realty, Inc., Ser. A, 5.88% |
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| 6,014,493 | (b) |
| 70,600 |
| STAG Industrial, Inc., Ser. C, 6.88% |
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| 1,819,362 | (a)(b) |
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| 11,872,307 |
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Lodging/Resorts 6.6% |
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| 285,000 |
| Ashford Hospitality Trust, Inc., Ser. G, 7.38% |
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| 1,587,450 | (b) |
| 185,800 |
| Eagle Hospitality Properties Trust, Inc., Ser. A, 8.25% |
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| 2 | *(b)(c) |
| 349,300 |
| Pebblebrook Hotel Trust, Ser. D, 6.38% |
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| 7,202,566 | (b) |
| 87,000 |
| Sunstone Hotel Investors, Inc., Ser. E, 6.95% |
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| 2,120,190 | (a)(b) |
| 55,000 |
| Sunstone Hotel Investors, Inc., Ser. F, 6.45% |
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| 1,362,350 | (a)(b) |
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| 12,272,558 |
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Manufactured Homes 1.1% |
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| 48,400 |
| UMH Properties, Inc., Ser. C, 6.75% |
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| 1,237,104 | (a)(b) |
| 30,000 |
| UMH Properties, Inc., Ser. D, 6.38% |
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| 747,900 | (b) |
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| 1,985,004 |
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Office 4.0% |
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| 6,000 |
| Highwoods Properties, Inc., Ser. A, 8.63% |
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| 7,350,000 | (b)(d) |
See Notes to Financial Statements | 7 |
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|
Schedule of Investments Real Estate Securities Income Fund Inc.^ (cont’d) |
NUMBER OF SHARES | |
| VALUE |
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Regional Malls 4.8% |
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125,000 | | Brookfield Property REIT, Inc., Ser. A, 6.38% |
| $ | 2,337,500 | (b) |
191,313 |
| CBL & Associates Properties, Inc., Ser. D, 7.38% |
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| 125,674 | (b) |
80,357 |
| CBL & Associates Properties, Inc., Ser. E, 6.63% |
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| 52,232 | (b) |
195,989 |
| Pennsylvania Real Estate Investment Trust, Ser. C, 7.20% |
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| 1,107,338 | (b) |
155,439 |
| Taubman Centers, Inc., Ser. J, 6.50% |
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| 3,341,938 | (a)(b) |
205,000 |
| Washington Prime Group, Inc., Ser. H, 7.50% |
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| 1,875,750 | (a)(b) |
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| 8,840,432 |
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Self Storage 2.8% |
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26,781 |
| Public Storage, Ser. C, 5.13% |
|
| 687,200 | (a)(b) |
33,176 |
| Public Storage, Ser. J, 4.70% |
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| 889,117 | (a)(b) |
102,000 |
| Public Storage, Ser. K, 4.75% |
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| 2,805,000 | (b) |
31,700 |
| Public Storage, Ser. M, 4.13% |
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| 819,445 | (b) |
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| 5,200,762 |
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Shopping Centers 6.9% |
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10,788 |
| Cedar Realty Trust, Inc., Ser. B, 7.25% |
|
| 238,207 | (b) |
74,100 |
| Cedar Realty Trust, Inc., Ser. C, 6.50% |
|
| 1,456,806 | (b) |
20,000 |
| Federal Realty Investment Trust, Ser. C, 5.00% |
|
| 516,800 | (a)(b) |
82,199 |
| Saul Centers, Inc., Ser. E, 6.00% |
|
| 1,878,247 | (b) |
40,000 |
| SITE Centers Corp., Ser. A, 6.38% |
|
| 976,000 | (b) |
246,750 |
| SITE Centers Corp., Ser. K, 6.25% |
|
| 5,919,532 | (a)(b) |
76,500 |
| Urstadt Biddle Properties, Inc., Ser. K, 5.88% |
|
| 1,739,610 | (a)(b) |
|
|
|
|
| 12,725,202 |
|
|
|
|
|
|
Single Family Homes 6.4% |
|
|
|
|
156,000 |
| American Homes 4 Rent, Ser. D, 6.50% |
|
| 4,037,280 | (a)(b) |
72,500 |
| American Homes 4 Rent, Ser. E, 6.35% |
|
| 1,867,600 | (b) |
105,700 |
| American Homes 4 Rent, Ser. F, 5.88% |
|
| 2,774,625 | (b) |
121,600 |
| American Homes 4 Rent, Ser. G, 5.88% |
|
| 3,198,080 | (b) |
|
|
|
|
| 11,877,585 |
|
Total Preferred Stocks (Cost $115,568,965) |
|
| 91,204,961 |
|
|
|
|
|
|
Short-Term Investments 0.9% |
|
|
|
|
|
|
|
|
|
Investment Companies 0.9% |
|
|
|
|
1,627,857 |
| State Street Institutional U.S. Government Money Market Fund Premier Class, 0.03%(e) |
|
|
|
|
|
| (Cost $1,627,857) |
|
| 1,627,857 |
|
Total Investments 124.5% (Cost $258,931,807) |
|
| 229,721,547 |
|
|
|
|
|
|
Liabilities Less Other Assets (24.5)% |
|
| (45,187,391 | ) |
|
|
|
|
|
Net Assets Applicable to Common Stockholders 100.0% |
| $ | 184,534,156 |
|
* | Non-income producing security. |
|
|
(a) | All or a portion of this security is pledged with the custodian in connection with the Fund’s loans payable outstanding. |
|
|
(b) | Perpetual security. Perpetual securities have no stated maturity date, but they may be called/redeemed by the issuer. |
|
|
(c) | Defaulted security. |
|
|
(d) | Value determined using significant unobservable inputs. |
|
|
(e) | Represents 7-day effective yield as of October 31, 2020. |
|
|
(f) | Security issued at a fixed coupon rate, which converts to a variable rate at a future date. Rate shown is the rate in effect as of period end. |
See Notes to Financial Statements | 8 |
|
|
Schedule of Investments Real Estate Securities Income Fund Inc.^ (cont’d) |
The following is a summary, categorized by Level (see Note A of Notes to Financial Statements), of inputs used to value the Fund’s investments as of October 31, 2020:
Asset Valuation Inputs | |
| Level 1 | |
| Level 2 | |
| Level 3(b) | |
| Total |
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
Common Stocks(a) |
| $ | 136,888,729 |
| $ | — |
| $ | — |
| $ | 136,888,729 |
Preferred Stocks |
|
|
|
|
|
|
|
|
|
|
|
|
Lodging/Resorts |
|
| 12,272,556 |
|
| 2 |
|
| — |
|
| 12,272,558 |
Office |
|
| — |
|
| — |
|
| 7,350,000 |
|
| 7,350,000 |
Other Preferred Stocks(a) |
|
| 71,582,403 |
|
| — |
|
| — |
|
| 71,582,403 |
Total Preferred Stocks |
|
| 83,854,959 |
|
| 2 |
|
| 7,350,000 |
|
| 91,204,961 |
Short-Term Investments |
|
| — |
|
| 1,627,857 |
|
| — |
|
| 1,627,857 |
Total Investments |
| $ | 220,743,688 |
| $ | 1,627,859 |
| $ | 7,350,000 |
| $ | 229,721,547 |
(a) | The Schedule of Investments provides information on the industry categorization for the portfolio. |
|
|
(b) | The following is a reconciliation between the beginning and ending balances of investments in which unobservable inputs (Level 3) were used in determining value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| in unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| appreciation/ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (depreciation) |
|
| Beginning |
|
|
|
|
|
| Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| from |
|
| balance, |
| Accrued |
| Realized |
| in unrealized |
|
|
|
|
|
|
| Transfers |
| Transfers |
| Balance, |
| investments |
|
| as of |
| discounts/ |
| gain/ |
| appreciation/ |
|
|
|
|
|
|
| into |
| out of |
| as of |
| still held as of |
| | 11/1/2019 | | (premiums) | | (loss) | | (depreciation) | | Purchases | | Sales | | Level 3 | | Level 3 | | 10/31/2020 | | 10/31/2020 |
Investments in |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
Securities: |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
Preferred |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
Stocks(c) |
| $ | — |
| $ | — |
| $ | — |
| $ | 150,000 |
| $ | — |
| $ | — |
| $ | 7,200,000 |
| $ | — |
| $ | 7,350,000 |
| $ | 150,000 |
Total |
| $ | — |
| $ | — |
| $ | — |
| $ | 150,000 |
| $ | — |
| $ | — |
| $ | 7,200,000 |
| $ | — |
| $ | 7,350,000 |
| $ | 150,000 |
(c) | Securities categorized as Level 3 were valued using a single quotation obtained from a dealer. The Fund does not have access to unobservable inputs and therefore cannot disclose such inputs used in formulating such quotation. |
|
|
^ | A balance indicated with a “-”, reflects either a zero balance or an amount that rounds to less than 1. |
See Notes to Financial Statements | 9 |
|
|
Statement of Assets and Liabilities |
Neuberger Berman Real Estate Securities Income Fund Inc.
|
| REAL ESTATE |
|
|
| SECURITIES |
|
| | INCOME FUND INC. |
|
|
| October 31, 2020 |
|
Assets |
|
|
|
Investments in securities, at value* (Note A)— |
|
|
|
see Schedule of Investments: |
|
|
|
Unaffiliated issuers(a) |
| $229,721,547 |
|
Dividends and interest receivable |
| 175,469 |
|
Receivable for securities sold |
| 78,565 |
|
Prepaid expenses and other assets |
| 5,179 |
|
Total Assets |
| 229,980,760 |
|
Liabilities |
|
|
|
Loans payable (Note A) |
| 45,000,000 |
|
Distributions payable—common stock |
| 75,696 |
|
Payable to investment manager (Note B) |
| 121,093 |
|
Payable to administrator (Note B) |
| 50,455 |
|
Payable to directors |
| 20,942 |
|
Interest payable (Note A) |
| 78,715 |
|
Other accrued expenses and payables |
| 99,703 |
|
Total Liabilities |
| 45,446,604 |
|
Net Assets applicable to Common Stockholders |
| $184,534,156 |
|
Net Assets applicable to Common Stockholders consist of: |
|
|
|
Paid-in capital—common stock |
| $237,943,701 |
|
Total distributable earnings/(losses) |
| (53,409,545 | ) |
Net Assets applicable to Common Stockholders |
| $184,534,156 |
|
Shares of Common Stock Outstanding ($0.0001 par value; |
|
|
|
999,978,880 shares authorized) |
| 47,420,401 |
|
Net Asset Value Per Share of Common Stock Outstanding |
| $3.89 |
|
* Cost of Investments |
|
|
|
(a) Unaffiliated Issuers |
| $258,931,807 |
|
See Notes to Financial Statements | 10 |
|
Neuberger Berman Real Estate Securities Income Fund Inc.
|
| REAL ESTATE |
|
|
| SECURITIES |
|
| | INCOME FUND INC. |
|
|
| For the |
|
|
| Fiscal Year Ended |
|
|
| October 31, 2020 |
|
Investment Income: |
|
|
|
Income (Note A): |
|
|
|
Dividend income-unaffiliated issuers |
| $9,799,408 |
|
Interest and other income-unaffiliated issuers |
| 28,653 |
|
Total income |
| $9,828,061 |
|
Expenses: |
|
|
|
Investment management fees (Note B) |
| 1,647,098 |
|
Administration fees (Note B) |
| 686,291 |
|
Audit fees |
| 48,562 |
|
Custodian and accounting fees |
| 63,345 |
|
Insurance |
| 9,146 |
|
Legal fees |
| 87,236 |
|
Stockholder reports |
| 48,823 |
|
Stock exchange listing fees |
| 6,620 |
|
Stock transfer agent fees |
| 15,869 |
|
Directors’ fees and expenses |
| 56,695 |
|
Interest |
| 1,982,439 |
|
Miscellaneous |
| 2,775 |
|
Total expenses |
| 4,654,899 |
|
Net investment income/(loss) |
| $5,173,162 |
|
|
|
|
|
Realized and Unrealized Gain/(Loss) on Investments (Note A): |
|
|
|
Net realized gain/(loss) on: |
|
|
|
Transactions in investment securities of unaffiliated issuers |
| (16,828,648 | ) |
|
|
|
|
Change in net unrealized appreciation/(depreciation) in value of: |
|
|
|
Investment securities of unaffiliated issuers |
| (59,814,385 | ) |
Net gain/(loss) on investments |
| (76,643,033 | ) |
Net increase/(decrease) in net assets applicable to Common Stockholders resulting from operations |
| $(71,469,871 | ) |
See Notes to Financial Statements | 11 |
|
|
Statements of Changes in Net Assets |
Neuberger Berman
|
| REAL ESTATE SECURITIES |
|
|
| INCOME FUND INC. |
|
|
| Fiscal Year Ended |
|
| Fiscal Year Ended |
|
| | October 31, 2020 |
| | October 31, 2019 |
|
Increase/(Decrease) in Net Assets Applicable |
|
|
|
|
|
|
to Common Stockholders: |
|
|
|
|
|
|
From Operations (Note A): |
|
|
|
|
|
|
Net investment income/(loss) |
| $5,173,162 |
|
| $10,570,800 |
|
Net realized gain/(loss) on investments |
| (16,828,648 | ) |
| 1,036,985 |
|
Change in net unrealized appreciation/(depreciation) of investments |
| (59,814,385 | ) |
| 49,805,200 |
|
Net increase/(decrease) in net assets applicable to Common Stockholders |
|
|
|
|
|
|
resulting from operations |
| (71,469,871 | ) |
| 61,412,985 |
|
Distributions to Common Stockholders From (Note A): |
|
|
|
|
|
|
Distributable earnings |
| (6,962,679 | ) |
| (9,725,680 | ) |
Tax return of capital |
| (15,799,026 | ) |
| (13,035,762 | ) |
Total distributions to Common Stockholders |
| (22,761,705 | ) |
| (22,761,442 | ) |
From Capital Share Transactions (Note D): |
|
|
|
|
|
|
Proceeds from reinvestment of dividends and distributions |
| 4,247 |
|
| — |
|
Net Increase/(Decrease) in Net Assets Applicable to Common Stockholders |
| (94,227,329 | ) |
| 38,651,543 |
|
Net Assets Applicable to Common Stockholders: |
|
|
|
|
|
|
Beginning of year |
| 278,761,485 |
|
| 240,109,942 |
|
End of year |
| $184,534,156 |
|
| $278,761,485 |
|
See Notes to Financial Statements | 12 |
|
Neuberger Berman
|
| REAL ESTATE |
|
| SECURITIES |
|
| INCOME FUND INC. |
|
| For the |
|
| Fiscal Year Ended |
|
| October 31, 2020 |
Increase/(Decrease) in cash: | |
|
|
Cash flows from operating activities: |
|
|
|
Net decrease in net assets applicable to Common Stockholders |
|
|
|
resulting from operations |
| $(71,469,871 | ) |
Adjustments to reconcile net decrease in net assets applicable to |
|
|
|
Common Stockholders resulting from operations to net |
|
|
|
cash provided by operating activities: |
|
|
|
Changes in assets and liabilities: |
|
|
|
Purchase of investment securities |
| (56,035,103 | ) |
Proceeds from disposition of investment securities |
| 129,655,148 |
|
Purchase/sale of short-term investment securities, net |
| 1,346,139 |
|
Decrease in dividends and interest receivable |
| 104,729 |
|
Decrease in prepaid expenses and other assets |
| 695 |
|
Increase in receivable for securities sold |
| (78,565 | ) |
Decrease in payable for securities purchased |
| (2,083,750 | ) |
Decrease in interest payable |
| (125,246 | ) |
Decrease in payable to investment manager |
| (70,801 | ) |
Increase in payable to directors |
| 18,025 |
|
Decrease in payable to administrator |
| (29,501 | ) |
Decrease in other accrued expenses and payables |
| (87,206 | ) |
Unrealized depreciation on investment securities of unaffiliated issuers |
| 59,814,385 |
|
Net realized loss from transactions in investment securities of unaffiliated issuers |
| 16,828,648 |
|
Net cash provided by (used in) operating activities |
| $77,787,726 |
|
Cash flows from financing activities: |
|
|
|
Cash distributions paid on common stock |
| (22,787,726 | ) |
Cash disbursements from repayment of loan |
| (55,000,000 | ) |
Net cash provided by (used in) financing activities |
| (77,787,726 | ) |
Cash: |
|
|
|
Cash and restricted cash at beginning of year | | — |
|
Cash and restricted cash at end of year |
| $— |
|
Supplemental disclosure |
|
|
|
Cash paid for interest |
| $2,107,685 |
|
See Notes to Financial Statements | 13 |
|
|
Notes to Financial Statements Real Estate Securities Income Fund Inc. |
Note A—Summary of Significant Accounting Policies:
1 | General: Neuberger Berman Real Estate Securities Income Fund Inc. (the “Fund”) was organized as a Maryland corporation on August 28, 2003 as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the status of a fund that was registered as non-diversified may, under certain circumstances, change to that of a diversified fund. The Fund is currently a diversified fund. The Fund’s Board of Directors (the “Board”) may classify or re-classify any unissued shares of capital stock into one or more classes of preferred stock without the approval of stockholders. A balance indicated with a “—”, reflects either a zero balance or a balance that rounds to less than 1. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services—Investment Companies.” The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires Neuberger Berman Investment Advisers LLC (“Management” or “NBIA”) to make estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. |
| |
2 | Portfolio valuation: In accordance with ASC 820 “Fair Value Measurement” (“ASC 820”), all investments held by the Fund are carried at the value that Management believes the Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment under current market conditions. Various inputs, including the volume and level of activity for the asset or liability in the market, are considered in valuing the Fund’s investments, some of which are discussed below. Significant Management judgment may be necessary to value investments in accordance with ASC 820. ASC 820 established a three-tier hierarchy of inputs to create a classification of value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below. |
| |
| ●Level 1 – unadjusted quoted prices in active markets for identical investments |
| |
| ●Level 2 – other observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, amortized cost, etc.) |
| |
| ●Level 3 – unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
| |
| The inputs or methodology used for valuing an investment are not necessarily an indication of the risk associated with investing in those securities. The value of the Fund’s investments in equity securities and certain preferred stocks, for which market quotations are readily available, is generally determined by Management by obtaining valuations from independent pricing services based on the latest sale price quoted on a principal exchange or market for that security (Level 1 inputs). Securities traded primarily on the NASDAQ Stock Market are normally valued at the NASDAQ Official Closing Price (“NOCP”) provided by NASDAQ each business day. The NOCP is the most recently reported price as of 4:00:02 p.m., Eastern Time, unless that price is outside the range of the “inside” bid and asked prices (i.e., the bid and asked prices that dealers quote to each other when trading for their own accounts); in that case, NASDAQ will adjust the price to equal the inside bid or asked price, whichever is closer. Because of delays in reporting trades, the NOCP may not be based on the price of the last trade to occur before the market closes. If there is no sale of a security on a particular day, the independent pricing services may value the security based on market quotations. The value of certain preferred stock is determined by Management by obtaining valuations from independent |
| pricing services which are based on market information which may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, and reference data, such as market research publications, when available (Level 2 inputs). Management has developed a process to periodically review information provided by independent pricing services for all types of securities. Investments in non-exchange traded investment companies are valued using the respective fund’s daily calculated net asset value (“NAV”) per share (Level 2 inputs). If a valuation is not available from an independent pricing service, or if Management has reason to believe that the valuation received does not represent the amount the Fund might reasonably expect to receive on a current sale in an orderly transaction, Management seeks to obtain quotations from brokers or dealers (generally considered Level 2 or Level 3 inputs depending on the number of quotes available). If such quotations are not readily available, the security is valued using methods the Fund’s Board has approved in the good-faith belief that the resulting valuation will reflect the fair value of the security. Inputs and assumptions considered in determining the fair value of a security based on Level 2 or Level 3 inputs may include, but are not limited to, the type of the security; the initial cost of the security; the existence of any contractual restrictions on the security’s disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer and/or analysts; an analysis of the company’s or issuer’s financial statements; an evaluation of the inputs that influence the issuer and the market(s) in which the security is purchased and sold. Fair value prices are necessarily estimates, and there is no assurance that such a price will be at or close to the price at which the security is next quoted or next trades. |
| |
3 | Securities transactions and investment income: Securities transactions are recorded on trade date for financial reporting purposes. Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, including accretion of discount (adjusted for original issue discount, where applicable), and accretion of discount on short-term investments, if any, is recorded on the accrual basis. Realized gains and losses from securities transactions are recorded on the basis of identified cost and stated separately in the Statement of Operations. |
| |
4 | Income tax information: It is the policy of the Fund to continue to qualify for treatment as a regulated investment company (“RIC”) by complying with the requirements of the U.S. Internal Revenue Code applicable to RICs and to distribute substantially all of its net investment income and net realized capital gains to its stockholders. To the extent the Fund distributes substantially all of its net investment income and net realized capital gains to stockholders, no federal income or excise tax provision is required. The Fund has adopted the provisions of ASC 740 “Income Taxes” (“ASC 740”). ASC 740 sets forth a minimum threshold for financial statement recognition of a tax position taken, or expected to be taken, in a tax return. The Fund recognizes interest and penalties, if any, related to unrecognized tax positions as an income tax expense in the Statement of Operations. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for the tax years for which the applicable statutes of limitations have not yet expired. As of October 31, 2020, the Fund did not have any unrecognized tax positions. For federal income tax purposes, the estimated cost in value of investments held at October 31, 2020 was $258,695,964. The estimated gross unrealized appreciation was $18,806,175 and estimated gross unrealized depreciation was $47,780,592 resulting in net unrealized depreciation of $28,974,417 based on cost for U.S. federal income tax purposes. Income distributions and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences and differing characterization of distributions made by the Fund. |
| Any permanent differences resulting from different book and tax treatment are reclassified at year-end and have no impact on net income, NAV or NAV per share of the Fund. For the year ended October 31, 2020, the Fund recorded permanent reclassifications primarily related to prior year true up adjustment on real estate investment trusts (“REITs”). For the year ended October 31, 2020, the Fund recorded the following permanent reclassifications: |
| |
|
| Total |
|
| Distributable |
Paid-in Capital |
| Earnings/(Losses) |
$(1,806,743) | | $1,806,743 |
| |
| The tax character of distributions paid during the years ended October 31, 2020, and October 31, 2019, was as follows: |
| |
Distributions Paid From: |
|
|
|
| Long-Term |
| Return of |
|
|
|
|
Ordinary Income |
| Capital Gain |
| Capital |
| Total |
2020 |
| 2019 |
| 2020 |
| 2019 |
| 2020 |
| 2019 |
| 2020 |
| 2019 |
$6,962,679 | | $9,725,680 | | $— | | $— | | $15,799,026 | | $13,035,762 | | $22,761,705 | | $22,761,442 |
| |
| As of October 31, 2020, the components of distributable earnings (accumulated losses) on a U.S. federal income tax basis were as follows: |
| |
Undistributed |
| Undistributed |
| Unrealized |
| Loss |
| Other |
|
|
Ordinary |
| Long-Term |
| Appreciation/ |
| Carryforwards |
| Temporary |
|
|
Income |
| Capital Gain |
| (Depreciation) |
| and Deferrals |
| Differences |
| Total |
$— | | $— | | $(28,974,417) | | $(24,359,432) | | $(75,696) | | $(53,409,545) |
| |
| The temporary differences between book basis and tax basis distributable earnings are primarily due to timing differences of fund level distributions and tax adjustments related to partnerships. To the extent the Fund’s net realized capital gains, if any, can be offset by capital loss carryforwards, it is the policy of the Fund not to distribute such gains. Capital loss carryforward rules allow for RICs to carry forward capital losses indefinitely and to retain the character of capital loss carryforwards as short-term or long-term. As determined at October 31, 2020, the Fund had unused capital loss carryforwards available for federal income tax purposes to offset future net realized capital gains, if any, as follows: |
| |
Capital Loss |
Carryforwards |
Long-Term |
| Short-Term |
$18,529,295 | | $5,830,137 |
| |
5 | Distributions to common stockholders: The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to declare and pay monthly distributions to common stockholders. The Fund has adopted a policy to pay common stockholders a stable monthly distribution. The Fund’s ability to satisfy its policy will depend on a number of factors, including the stability of income received from its investments, the availability of capital gains, distributions paid on any preferred shares, interest paid on any borrowings and the level of Fund expenses. In an effort to maintain a stable distribution amount, the Fund may pay distributions consisting of net investment income, net realized gains and paid-in capital. There is no assurance that the Fund will always be able to pay distributions of a particular size, or that distributions will consist solely of net investment income and net realized capital gains. The composition of the Fund’s distributions for the calendar year 2020 will be reported to Fund stockholders on IRS Form 1099-DIV. The Fund may pay distributions in excess of those required by its stable distribution policy to avoid excise tax or to satisfy the requirements of Subchapter M of the Internal Revenue Code. Distributions to common stockholders are recorded on the ex-date. Net realized capital gains, if any, will be offset to the extent of any available capital loss carryforwards. Any such offset will not reduce the level of the stable monthly distribution paid by the Fund. |
|
|
| The Fund invests a significant portion of its assets in securities issued by real estate companies, including REITs. The distributions the Fund receives from REITs are generally composed of income, capital gains, and/or return of REIT capital, but the REITs do not report this information to the Fund until the following calendar year. For the year ended October 31, 2020, the character of distributions, if any, paid to stockholders of the Fund disclosed within the Statements of Changes in Net Assets is based on estimates made at that time. Based on past experience it is possible that a portion of the Fund’s distributions during the current fiscal year, if any, will be considered tax return of capital, but the actual amount of the tax return of capital, if any, is not determinable until after the Fund’s fiscal year-end. After calendar year-end, when the Fund learns the nature of the distributions paid by REITs during that year, distributions previously identified as income are often re-characterized as return of capital and/or capital gain. After all applicable REITs have informed the Fund of the actual breakdown of distributions paid to the Fund during its fiscal year, estimates previously recorded are adjusted to reflect actual results. As a result, the composition of the Fund’s distributions as reported herein may differ from the final composition determined after calendar year-end and reported to Fund stockholders on IRS Form 1099-DIV. On October 30, 2020, the Fund declared a monthly distribution to common stockholders in the amount of $0.04 per share, payable on November 30, 2020 to stockholders of record on November 16, 2020, with an ex-date of November 13, 2020. Subsequent to October 31, 2020, the Fund declared a monthly distribution on November 30, 2020 to common stockholders in the amount of $0.04 per share, payable on December 31, 2020 to stockholders of record on December 15, 2020, with an ex-date of December 14, 2020. |
|
|
6 | Expense allocation: Certain expenses are applicable to multiple funds within the complex of related investment companies. Expenses directly attributable to the Fund are charged to the Fund. Expenses borne by the complex of related investment companies, which includes open-end and closed-end investment companies for which NBIA serves as investment manager, that are not directly attributable to a particular investment company (e.g., the Fund) are allocated among the Fund and the other investment companies or series thereof in the complex on the basis of relative net assets, except where a more appropriate allocation of expenses to each of the investment companies or series thereof in the complex can otherwise be made fairly. |
|
|
7 | Financial leverage: In September 2014, the Fund entered into a $125 million secured, committed five-year credit facility (the “Old Facility”) with State Street Bank and Trust Company (“State Street”). Under the Old Facility, State Street made a Term Loan of $75 million and committed to making revolving Libor Loans and Base Rate Loans of up to $50 million. In September 2019, the Fund amended and extended the Old Facility and reduced the size of the Old Facility to $100 million (as so amended and extended, the “Current Facility”). Under the Current Facility, State Street made a 3-year Term Loan of $30 million due September 2022 and a 5-year Term Loan of $30 million due September 2024 and committed to making revolving Libor Loans and Base Rate Loans of up to $40 million. In March 2020, the Fund repaid the $30 million 3-year Term Loan due September 2022. After the repayment, the amount of the Fund’s outstanding fixed-rate borrowings under the Current Facility was reduced to $30 million, consisting of the 5-year Term Loan due September 2024. In addition, the Fund continues to have access to the $40 million revolving credit facility, of which $15 million was drawn as of October 31, 2020. Under the Current Facility, interest on the 3-year Term Loan was charged at a fixed rate of 2.72% and was payable on the first day of each calendar quarter. Interest on the 5-year Term Loan is charged at a fixed rate of 2.96% and is payable on the first day of each calendar quarter. Interest on Libor Loans is charged at an adjusted Libor rate and is payable (i) on the last day of the interest period in effect, (ii) in the event such interest period shall exceed three months, on the last day of each three month interval during such interest period and (iii) the termination date. Interest on Base Rate Loans is charged at a rate equal to the higher of (i) the annual rate of interest announced from time to time by State Street as its “prime rate” and (ii) an adjusted rate above the federal funds rate as in effect on that day, and is payable (i) with respect to interest accrued during a calendar month, on the fifteenth day of the immediately succeeding calendar month, and (ii) with respect to all accrued and unpaid interest, on the termination date. |
|
| During the year ended October 31, 2020, the average principal balance outstanding and average annualized interest rate were $59 million and 3.28%, respectively. At October 31, 2020, the principal balance outstanding under the Current Facility was $45 million, consisting of the $30 million 5-year Term Loan and $15 million outstanding under the revolving credit facility. The Fund pays a commitment fee in arrears based on the unused portion of the revolving commitment amount under the Current Facility. This fee is included in the Interest expense line item that is reflected in the Statement of Operations. Under the terms of the Current Facility, the Fund is required to satisfy certain collateral requirements and maintain a certain level of net assets. |
| |
|
8 | | Concentration of risk: Under normal market conditions, the Fund’s investments will be concentrated in income producing common equity securities, preferred securities, convertible securities and non-convertible debt securities issued by companies deriving the majority of their revenue from the ownership, construction, financing, management and/or sale of commercial, industrial, and/or residential real estate. The value and/or price of the Fund’s common stock may fluctuate more due to economic, legal, cultural, geopolitical or technological developments affecting the United States real estate industry, or a segment of the United States real estate industry in which the Fund owns a substantial position, than would the stock of a fund not concentrated in the real estate industry. |
|
| |
9 |
| Securities lending: The Fund, using State Street as its lending agent, may loan securities to qualified brokers and dealers in exchange for negotiated lender’s fees. These fees, if any, would be disclosed within the Statement of Operations under the caption “Income from securities loaned-net” and are net of expenses retained by State Street as compensation for its services as lending agent. The initial cash collateral received by the Fund at the beginning of each transaction shall have a value equal to at least 102% of the prior day’s market value of the loaned securities (105% in the case of international securities). Thereafter, the value of the cash collateral is monitored on a daily basis, and cash collateral is moved daily between a counterparty and the Fund until the close of the transaction. The Fund may only receive collateral in the form of cash (U.S. dollars). Cash collateral is generally invested in a money market fund registered under the 1940 Act that is managed by an affiliate of State Street. The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities. Any increase or decrease in the fair value of the securities loaned and any interest earned or dividends paid or owed on those securities during the term of the loan would accrue to the Fund. During the year ended October 31, 2020, the Fund did not participate in securities lending. |
|
| |
10 |
| Indemnifications: Like many other companies, the Fund’s organizational documents provide that its officers (“Officers”) and directors (“Directors”) are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, both in some of its principal service contracts and in the normal course of its business, the Fund enters into contracts that provide indemnifications to other parties for certain types of losses or liabilities. The Fund’s maximum exposure under these arrangements is unknown as this could involve future claims against the Fund. |
| | |
11 | | Other matters - Coronavirus: The outbreak of the novel coronavirus in many countries, which is a rapidly evolving situation, has, among other things, disrupted global travel and supply chains, and has adversely impacted global commercial activity, the transportation industry and commodity prices in the energy sector. The impact of this virus has negatively affected and may continue to affect the economies of many nations, individual companies and the global securities and commodities markets, including liquidity and volatility, in ways that cannot necessarily be foreseen at the present time. The rapid development and fluidity of this situation precludes any prediction as to its ultimate impact, which may have a continued adverse effect on economic and market conditions and trigger a period of global economic slowdown. Such conditions (which may be across industries, sectors or geographies) have impacted and may continue to impact the issuers of the securities held by the Fund. |
18
Note B—Investment Management Fees, Administration Fees, and Other Transactions with Affiliates:
| The Fund retains NBIA as its investment manager under a Management Agreement. For such investment management services, the Fund pays NBIA an investment management fee at an annual rate of 0.60% of the Fund’s average daily Managed Assets. Managed Assets equal the total assets of the Fund, less liabilities other than the aggregate indebtedness entered into for purposes of leverage. The Fund retains NBIA as its administrator under an Administration Agreement. The Fund pays NBIA an administration fee at the annual rate of 0.25% of its average daily Managed Assets under this agreement. Additionally, NBIA retains State Street as its sub-administrator under a Sub-Administration Agreement. NBIA pays State Street a fee for all services received under the Sub-Administration Agreement. |
Note C—Securities Transactions:
| During the year ended October 31, 2020, there were purchase and sale transactions of long-term securities of $57,989,208 and $125,689,798, respectively. During the year ended October 31, 2020, no brokerage commissions on securities transactions were paid to affiliated brokers. |
Note D—Capital:
| Transactions in shares of common stock for the years ended October 31, 2020, and October 31, 2019, were as follows: |
|
| 2020 |
| 2019 |
Stock Issued on Reinvestment of Dividends and Distributions | | 731 | | — |
Net Increase/(Decrease) in Common Stock Outstanding |
| 731 |
| — |
Note E—Recent Accounting Pronouncements:
| In August 2018, FASB issued Accounting Standards Update No. 2018-13, Fair Value Measurement (Topic 820: “Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”) (“ASU 2018-13”). ASU 2018-13 eliminates the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the timing of transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements. ASU 2018-13 will require the disclosure of the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements and the changes in unrealized gains and losses for recurring Level 3 fair value measurements. ASU 2018-13 will also require that information is provided about the measurement uncertainty of Level 3 fair value measurements as of the reporting date. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and allows for early adoption of either the entire standard or only the provisions that eliminate or modify the disclosure requirements. Management has elected to adopt early the provisions that eliminate the disclosure requirements. Management is still currently evaluating the impact of applying the rest of the guidance. In March 2020, FASB issued Accounting Standards Update No. 2020-04 (“ASU 2020-04”), “Reference Rate Reform (Topic 848)”. In response to concerns about structural risks of interbank offered rates, and particularly the risk of cessation of LIBOR, regulators have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments are effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact of the guidance. |
Financial Highlights
Real Estate Securities Income Fund Inc.
The following table includes selected data for a share of common stock outstanding throughout each year and other performance information derived from the Financial Statements. Amounts that do not round to $0.01 or $(0.01) per share are presented as $0.00 or $(0.00), respectively. Ratios that do not round to 0.01% or (0.01)% are presented as 0.00% or (0.00)%, respectively. A “-” indicates that the line item was not applicable in the corresponding period.
|
| Year Ended October 31, |
| | 2020 | | 2019 | | 2018 | | 2017 | | 2016 |
Common Stock Net Asset Value, Beginning of Year |
| $ | 5.88 |
|
| $ | 5.06 |
|
| $ | 5.80 |
|
| $ | 5.96 |
|
| $ | 5.75 |
|
Income From Investment Operations Applicable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to Common Stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income/(Loss)@ |
|
| 0.11 |
|
|
| 0.22 |
|
|
| 0.15 |
|
|
| 0.28 |
|
|
| 0.24 |
|
Net Gains or Losses on Securities (both realized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and unrealized) |
|
| (1.62 | ) |
|
| 1.08 |
|
|
| (0.35 | ) |
|
| 0.05 |
|
|
| 0.37 |
|
Total From Investment Operations Applicable to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stockholders |
|
| (1.51 | ) |
|
| 1.30 |
|
|
| (0.20 | ) |
|
| 0.33 |
|
|
| 0.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Distributions to Common Stockholders From: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income |
|
| (0.15 | ) |
|
| (0.21 | ) |
|
| (0.21 | ) |
|
| (0.51 | ) |
|
| (0.24 | ) |
Tax Return of Capital |
|
| (0.33 | ) |
|
| (0.27 | ) |
|
| (0.33 | ) |
|
| — |
|
|
| (0.16 | ) |
Total Distributions to Common Stockholders |
|
| (0.48 | ) |
|
| (0.48 | ) |
|
| (0.54 | ) |
|
| (0.51 | ) |
|
| (0.40 | ) |
Accretive Effect of Common Stock Tender Offers |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.02 | £ |
|
| — |
|
Common Stock Net Asset Value, End of Year |
| $ | 3.89 |
|
| $ | 5.88 |
|
| $ | 5.06 |
|
| $ | 5.80 |
|
| $ | 5.96 |
|
Common Stock Market Value, End of Year |
| $ | 3.70 |
|
| $ | 5.58 |
|
| $ | 4.69 |
|
| $ | 5.53 |
|
| $ | 5.40 |
|
Total Return, Common Stock Net AssetValue† |
|
| (25.65 | )% |
|
| 27.80 | % |
|
| (2.90 | )% |
|
| 6.78 | %a |
|
| 11.58 | % |
Total Return, Common Stock MarketValue† |
|
| (25.48 | )% |
|
| 30.85 | % |
|
| (5.60 | )% |
|
| 12.36 | %a |
|
| 14.43 | % |
|
Supplemental Data/Ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Applicable to Common Stockholders, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of Year (in millions) |
| $ | 184.5 |
|
| $ | 278.8 |
| $ |
| 240.1 |
|
| $ | 274.9 |
|
| $ | 332.6 |
|
Preferred Stock Outstanding, End of Year (in millions)^ |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 25.0 |
|
Preferred Stock Liquidation Value Per Share^ |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 25,000 |
|
Ratios are Calculated Using Average Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Applicable to Common Stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of Gross ExpensesØØ |
|
| 2.16 | % |
|
| 2.75 | % |
|
| 2.91 | % |
|
| 2.88 | % |
|
| 2.68 | % |
Ratio of Net ExpensesØØ |
|
| 2.16 | % |
|
| 2.75 | % |
|
| 2.91 | % |
|
| 2.86 | %b |
|
| 2.68 | % |
Ratio of Net Investment Income/(Loss)^ |
|
| 2.40 | % |
|
| 4.12 | % |
|
| 2.88 | % |
|
| 4.76 | %b |
|
| 4.04 | % |
Portfolio Turnover Rate |
|
| 21 | % |
|
| 3 | % |
|
| 12 | % |
|
| 74 | % |
|
| 14 | % |
Asset Coverage Per Share, of Preferred Stock, End of Year¢ |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 357,685 |
|
Loans Payable (in millions) |
| $ | 45.0 |
|
| $ | 100.0 |
|
| $ | 100.0 | ØØØ |
| $ | 124.9 | ØØØ |
| $ | 100.0 |
|
Asset Coverage Per $1,000 of Loans Payable¢¢ |
| $ | 5,103 |
|
| $ | 3,788 |
|
| $ | 3,402 |
|
| $ | 3,201 |
|
| $ | 4,577 |
|
See Notes to Financial Highlights | 20 |
|
Notes to Financial Highlights Real Estate Securities Income Fund Inc.
@ | Calculated based on the average number of shares of common stock outstanding during each fiscal period. |
| |
† | Total return based on per share NAV reflects the effects of changes in NAV on the performance of the Fund during each fiscal period. Total return based on per share market value assumes the purchase of shares of common stock at the market price on the first day and sale of common stock at the market price on the last day of the period indicated. Distributions, if any, are assumed to be reinvested at prices obtained under the Fund’s distribution reinvestment plan. Results represent past performance and do not indicate future results. Current returns may be lower or higher than the performance data quoted. Investment returns will fluctuate and shares of common stock, when sold, may be worth more or less than original cost. |
|
^ | On September 26, 2012, the Fund issued 1,000 Mandatory Redeemable Preferred Shares, Series A (“MRPS”), which were outstanding until April 12, 2017. |
| |
ØØ | Interest expense is included in expense ratios. The annualized ratios of interest expense to average net assets applicable to common stockholders were: |
Year Ended October 31, |
2020 | | 2019 | | 2018 | | 2017 | | 2016 |
0.92% |
| 1.39% |
| 1.51% |
| 1.24% |
| 0.96% |
¢ | Calculated by subtracting the Fund’s total liabilities (excluding the liquidation preference of MRPS (prior to April 12, 2017) and accumulated unpaid distributions on MRPS (prior to April 12, 2017)) from the Fund’s total assets and dividing by the number of MRPS outstanding. |
| |
¢¢ | Calculated by subtracting the Fund’s total liabilities (excluding the liquidation preference of MRPS (prior to April 12, 2017), loans payable, accumulated unpaid distributions on MRPS (prior to April 12, 2017) and accumulated unpaid interest on loans payable) from the Fund’s total assets and dividing by the outstanding loans payable balance. |
| |
£ | During the year ended October 31, 2017, the Fund conducted a tender offer and repurchased 15% of its outstanding shares of common stock at a price equal to 98% of the Fund’s NAV per share. During the year ended October 31, 2017, final payment for the tender offer was made at $5.81 per share representing 98% of the NAV per share on January 9, 2017. |
| |
ØØØ | Net of unamortized deferred issuance costs. The unamortized deferred issuance costs were: |
Year Ended October 31, |
2018 | | 2017 |
$30,482 |
| $63,993 |
a | In May 2016, the Fund’s custodian, State Street, announced that it had identified inconsistencies in the way in which the Fund was invoiced for categories of expenses, particularly those deemed “out-of-pocket” costs, from 1998 through November 2015, and refunded to the Fund certain expenses, plus interest, determined to be payable to the Fund for the period. These amounts had no impact on the Fund’s total return for the year ended October 31, 2017. |
| |
b | The custodian expenses refund noted in (a) above which is non-recurring and is included in these ratios. Had the Fund not received the refund, the annualized ratio of net expenses to average net assets applicable to common stockholders and the annualized ratio of net investment income/(loss) to average net assets applicable to common stockholders would have been: |
Ratio of Net | | Ratio of Net |
Expenses to Average |
| Investment Income/(Loss) to |
Net Assets Applicable to |
| Average Net Assets Applicable |
Common Stockholders |
| to Common Stockholders |
Year Ended October 31, 2017 |
| Year Ended October 31, 2017 |
2.88% |
| 4.74% |
|
Report of Independent Registered Public Accounting Firm |
To the Stockholders and Board of Directors of
Neuberger Berman Real Estate Securities Income Fund Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Neuberger Berman Real Estate Securities Income Fund Inc. (the “Fund”), including the schedule of investments, as of October 31, 2020 and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at October 31, 2020, the results of its operations and cash flows for the year ended, the changes in net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on each of the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
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We have served as the auditor of one or more Neuberger Berman investment companies since 1954.
Boston, Massachusetts
December 21, 2020
|
Fund Investment Objectives, Policies and Risks |
Investment Objectives and Policies
The Fund’s primary investment objective is high current income. Capital appreciation is a secondary investment objective for the Fund. These investment objectives are fundamental and cannot be changed without stockholder approval. There is no assurance that the Fund will achieve its investment objectives.
Under normal market conditions, the Fund invests at least 90% of its total assets in income-producing common equity securities, preferred securities, convertible securities and non-convertible debt securities issued by real estate companies, including real estate investment trusts (“REITs”). The Fund defines a real estate company as one that derives at least 50% of its revenue from, or has at least 50% of its assets in, real estate. The Fund normally invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in securities of real estate companies. The Fund will not change its strategy of normally investing at least 80% of its net assets in securities issued by real estate companies without providing shareholders at least 60 days’ notice.
Under normal market conditions, the Fund invests at least 75% of its total assets in income-producing equity securities issued by REITs. The Fund anticipate that its investment in REITs will consist primarily of equity REITs. The Fund may invest up to 10% of its total assets in any combination of mortgage REITs and hybrid REITs. The Fund may invest in both publicly and privately traded REITs.
Under normal market conditions, the Fund may invest up to 20% of its total assets in debt securities (including convertible and non-convertible debt securities), such as debt securities issued by real estate companies and U.S. government obligations. The Fund will not invest more than 10% of its total assets in the securities of any one issuer. At least 90% of the Fund’s total assets will be invested in U.S. dollar-denominated securities of issuers located in the United States. The Fund may invest up to 10% of its total assets in securities of non-U.S. issuers located in industrialized countries.
The Fund has a fundamental policy of concentrating its investments in the U.S. real estate industry and not concentrating in any other industry. This policy cannot be changed without stockholder approval.
The Fund uses leverage to pursue its investment objective. The Fund currently utilizes leverage through a secured credit facility, and may borrow money or use a variety of additional strategies to increase funds available for investment. Under the 1940 Act, the Fund is permitted to issue debt up to 33 1/3% of its total managed assets or equity securities (e.g., preferred shares) up to 50% of its total managed assets. The Fund may voluntarily elect to limit its leverage to less than the maximum amount permitted under the 1940 Act.
Risk Factors
This section contains a discussion of principal risks of investing in the Fund. The net asset value per share (“NAV”) and market price of, and distributions paid on, the Fund’s shares of common stock will fluctuate with and be affected by, among other things, the risks more fully described below. As with any fund, there can be no guarantee that the Fund will meet its investment objective or that the Fund’s performance will be positive for any period of time. Each of the following risks, which are described in alphabetical order and not in order of importance, can significantly affect the Fund’s performance. The relative importance of, or potential exposure as a result of, each of these risks will vary based on market and other investment-specific considerations. The Fund may be subject to other risks in addition to those identified below.
Dividend Risk. There is no guarantee that the companies in which the Fund invests will declare dividends in the future or that dividends, if declared, will remain at current levels or increase over time. Securities that pay dividends may be sensitive to changes in interest rates, and as interest rates rise or fall, the prices of such securities may fall.
23
Interest Rate Risk. The Fund’s distribution rate and NAV will fluctuate in response to changes in interest rates. In general, the value of investments with interest rate risk, such as debt securities, will move in the direction opposite to movements in interest rates. If interest rates rise, the value of such securities may decline. Typically, the longer the maturity or duration of a debt security, the greater the effect a change in interest rates could have on the security’s price. Thus, the sensitivity of the Fund’s debt securities to interest rate risk will increase with any increase in the duration of those securities.
Issuer-Specific Risk. An individual security may be more volatile, and may perform differently, than the market as a whole.
Leverage Risk. The Fund’s use of leverage may cause higher volatility for the Fund’s NAV, market price, and distribution rate. Leverage typically magnifies the total return of the Fund’s portfolio, whether that return is positive or negative. Leverage is intended to increase common share net income, but there is no assurance that the Fund’s leveraging strategy will be successful or that the use of leverage will result in a higher yield on the Fund’s shares of common stock. Leverage may also increase the Fund’s liquidity risk, as the Fund may need to sell securities at inopportune times to stay within Fund, contractual or regulatory limits. The Fund’s use of leverage may increase operating costs, which may reduce total return. The Fund’s use of leverage may increase or decrease from time to time in its discretion and the Fund may, in the future, determine not to use leverage.
Liquidity Risk. From time to time, the trading market for a particular investment in which the Fund invests, or a particular type of instrument in which the Fund is invested, may become less liquid or even illiquid. Illiquid investments frequently can be more difficult to purchase or sell at an advantageous price or time, and there is a greater risk that the investments may not be sold for the price at which the Fund is carrying them. Certain investments that were liquid when the Fund purchased them may become illiquid, sometimes abruptly. Additionally, market closures due to holidays or other factors may render a security or group of securities (e.g., securities tied to a particular country or geographic region) illiquid for a period of time. An inability to sell a portfolio position can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other investment opportunities. Market prices for such securities or other investments may be volatile. During periods of substantial market volatility, an investment or even an entire market segment may become illiquid, sometimes abruptly, which can adversely affect the Fund’s ability to limit losses.
Market Capitalization Risk. To the extent the Fund invests in securities of small-, mid-, or large-cap companies, it takes on the associated risks. At times, any one of these market capitalizations may be out of favor with investors. Compared to small- and mid-cap companies, large-cap companies may be unable to respond as quickly to changes and opportunities. Compared to large-cap companies, small- and mid-cap companies may depend on a more limited management group, may have a shorter history of operations, and may have limited product lines, markets or financial resources. The securities of small- and mid-cap companies are often more volatile and less liquid than the securities of larger companies and may be more affected than other types of securities by the underperformance of a sector or during market downturns.
Market Premium/Discount Risk. The market price of the Fund’s common shares will generally fluctuate in accordance with changes in the Fund’s NAV as well as the relative supply of and demand for shares on the secondary market. The Fund’s investment advisor cannot predict whether shares will trade below, at or above their NAV because the shares trade on the secondary market at market prices and not at NAV. Because the market price of the common shares will be determined by factors such as relative supply of and demand for the common shares in the market, general market and economic circumstances, and other factors beyond the control of the Fund, the Fund cannot predict whether the common shares will trade at, below or above NAV. This characteristic is a risk separate and distinct from the risk that the Fund’s NAV could decrease as a result of investment activities. Common stockholders bear a risk of loss to the extent that the price at which they sell their shares is lower in relation to the Fund’s NAV than at the time of purchase.
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Market Volatility Risk. Markets may be volatile and values of individual securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Geopolitical and other risks, including environmental and public health risks may add to instability in world economies and markets generally. Changes in value may be temporary or may last for extended periods. If the Fund sells a portfolio position before it reaches its market peak, it may miss out on opportunities for better performance.
Operational and Cybersecurity Risk. The Fund and its service providers, and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems, human errors, systems and technology disruptions or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service providers, to suffer data corruption or lose operational functionality. It is not possible for the Manager or the other Fund service providers to identify all of the cybersecurity or other operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect issuers of securities in which the Fund invests, leading to significant loss of value.
Preferred Securities Risk. Preferred securities, which are a form of hybrid security (i.e., a security with both debt and equity characteristics), may pay fixed or adjustable rates of return. Preferred securities are subject to issuer-specific and market risks applicable generally to equity securities, however, unlike common stocks, participation in the growth of an issuer may be limited. Distributions on preferred securities are generally payable at the discretion of the issuer’s board of directors and after the company makes required payments to holders of its bonds and other debt securities. For this reason, the value of preferred securities will usually react more strongly than bonds and other debt securities to actual or perceived changes in the company’s financial condition or prospects. Preferred securities of smaller companies may be more vulnerable to adverse developments than preferred securities of larger companies. Preferred securities may be less liquid than common stocks.
Recent Market Conditions. National economies are increasingly interconnected, as are global financial markets, which increases the possibilities that conditions in one country or region might adversely impact issuers in a different country or region. Some countries, including the U.S., have in recent years adopted more protectionist trade policies. The rise in protectionist trade policies, changes to some major international trade agreements and the potential for changes to others, could affect the economies of many nations in ways that cannot necessarily be foreseen at the present time. Equity markets in the U.S. and China have been very sensitive to the outlook for resolving the U.S.-China “trade war,” a trend that may continue in the future.
High public debt in the U.S. and other countries creates ongoing systemic and market risks and policymaking uncertainty, and there may be a further increase in the amount of debt due to the economic effects of the COVID-19 pandemic and ensuing public health measures. Governments and central banks have moved to limit the potential negative economic effects of the COVID-19 pandemic with interventions that are unprecedented in size and scope and may continue to do so, but the ultimate impact of these efforts is uncertain. Governments’ efforts to limit potential negative economic effects of the pandemic may be altered, delayed, or eliminated at inopportune times for political, policy or other reasons. Interest rates have been unusually low in recent years in the U.S. and abroad, and central banks have reduced rates further in an effort to combat the economic effects of the COVID-19 pandemic. Because there is little precedent for this situation, it is difficult to predict the impact on various markets of a significant rate increase or other significant policy changes. Over the longer term, rising interest rates may present a greater risk than has historically been the case due to the current period of relatively low rates and the effect of government fiscal and monetary policy initiatives and potential market reaction to those initiatives or their alteration or cessation.
25
Funds and their advisers, as well as many of the companies in which they invest, are subject to regulation by the federal government. Over the past several years, the U.S. has moved away from tighter industry regulation, a trend that may change going forward. Increased regulation may impose added costs on the Fund and its service providers for monitoring and compliance, and affect the businesses of various portfolio companies, in ways that cannot necessarily be foreseen at the present time.
The impact of the United Kingdom’s (“UK”) vote to leave the European Union (the “EU”), commonly referred to as “Brexit,” is impossible to know for sure until it is more completely implemented. The effect on the economies of the United Kingdom and the EU will likely depend on the nature of trade relations between the UK and the EU and other major economies following Brexit, which are subject to negotiation and the political processes of the nations involved. Although the UK formally left the EU on January 31, 2020, the parties are continuing to trade under the established rules while a new agreement is negotiated. The UK government has insisted that this agreement must be completed by December 31, 2020, which may be difficult to achieve. Thus, there is still a possibility that the parties will enter 2021 without a trade agreement, which could be disruptive to the economies of both regions.
Climate Change. Economists and others have expressed increasing concern about the potential effects of global climate change on property and security values. A rise in sea levels, an increase in powerful windstorms and/or a climate-driven increase in flooding could cause coastal properties to lose value or become unmarketable altogether. Economists warn that, unlike previous declines in the real estate market, properties in affected coastal zones may not ever recover their value. Large wildfires driven by high winds and prolonged drought may devastate businesses and entire communities and may be very costly to any business found to be responsible for the fire. Regulatory changes tied to concerns about climate change could adversely affect the value of certain land and the viability of certain industries.
These losses could adversely affect corporate issuers and mortgage lenders, the value of mortgage-backed securities, the bonds of municipalities that depend on tax or other revenues and tourist dollars generated by affected properties, and insurers of the property and/or of corporate, municipal or mortgage-backed securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult to know the time period over which these market effects might unfold.
LIBOR Transition. Trillions of dollars’ worth of financial contracts around the world specify rates that are based on the London Interbank Offered Rate (LIBOR). LIBOR is produced daily by averaging the rates for inter-bank lending reported by a number of banks. Current plans call for LIBOR to be phased out by the end of 2021. There are risks that the financial services industry will not have a suitable substitute in place by that time and that there will not be time to perform the substantial work necessary to revise the many existing contracts that rely on LIBOR. The transition process, or a failure of the industry to transition properly, might lead to increased volatility and illiquidity in markets that currently rely on LIBOR. It also could lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.
REITs and Other Real Estate Companies Risk. REIT and other real estate company securities are subject to risks similar to those of direct investments in real estate and the real estate industry in general, including, among other risks: general and local economic conditions; changes in interest rates; declines in property values; defaults by mortgagors or other borrowers and tenants; increases in property taxes and other operating expenses; overbuilding in their sector of the real estate market; fluctuations in rental income; lack of availability of mortgage funds or financing; extended vacancies of properties, especially during economic downturns; changes in tax and regulatory requirements; losses
26
due to environmental liabilities; or casualty or condemnation losses. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Regardless of where a REIT is organized or traded, its performance may be affected significantly by events in the region where its properties are located. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of distributed net investment income and net realized gains under the Internal Revenue Code of 1986, as amended, (“Code”) or to maintain their exemption from registration under the Investment Company Act of 1940, as amended. Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, the Code generally allows individuals and certain other non-corporate entities a deduction for 20% of qualified REIT dividends. Regulations provide that a regulated investment company can pass the character of its qualified REIT dividends through to its stockholders. The value of REIT common shares may decline when interest rates rise. REIT and other real estate company securities tend to be small- to mid-cap securities and are subject to the risks of investing in small- to mid-cap securities.
Risk Management. Risk is an essential part of investing. No risk management program can eliminate the Fund’s exposure to adverse events; at best, it may only reduce the possibility that the Fund will be affected by such events, and especially those risks that are not intrinsic to the Fund’s investment program. The Fund could experience losses if judgments about risk prove to be incorrect.
Sector Risk. From time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market. To the extent the Fund invests more heavily in particular sectors, its performance will be especially sensitive to developments that significantly affect those sectors. Individual sectors may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all react in the same way to economic, political or regulatory events.
Shareholder Activism Risk. Shareholder activism can take many forms, including making public demands that the Fund consider certain alternatives, engaging in public campaigns to attempt to influence the Fund’s governance and/or management, commencing proxy contests in an effort to elect the activists’ representatives or others to the Fund’s Board of Directors or to seek other actions such as a tender offer or Fund liquidation, and commencing litigation. Shareholder activism arises in a variety of situations, and has been increasing in the closed-end fund space recently. While the Fund is currently not subject to any shareholder activism, due to the potential volatility of the Fund’s common stock market price and for a variety of other reasons, the Fund may in the future become the target of shareholder activism. Shareholder activism could result in substantial costs and divert Management’s and the Fund’s Board’s attention and resources from its business. Also, the Fund may be required to incur significant legal and other expenses related to any activist shareholder matters. Further, the Fund’s stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any shareholder activism. Shareholder activists seek short-term actions that can increase Fund costs per share and be detrimental to long-term stockholders.
Valuation Risk. The Fund may not be able to sell an investment at the price at which the Fund has valued the investment. Such differences could be significant, particularly for illiquid securities and securities that trade in relatively thin markets and/or markets that experience extreme volatility. If market or other conditions make it difficult to value some investments, SEC rules and applicable accounting protocols may require the Fund to value these investments using more subjective methods, known as fair value methodologies. Using fair value methodologies to price investments may result in a value that is different from an investment’s most recent price and from the prices used by other funds to calculate their NAVs. The Fund’s ability to value its investments in an accurate and timely manner may be impacted by technological issues and/or errors by third party service providers, such as pricing services or accounting agents.
27
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Distribution Reinvestment Plan for the Fund |
American Stock Transfer & Trust Company, LLC (the “Plan Agent”) will act as Plan Agent for stockholders who have not elected in writing to receive dividends and distributions in cash (each a “Participant”), will open an account for each Participant under the Distribution Reinvestment Plan (“Plan”) in the same name as their then-current shares of the Fund’s common stock (“Shares”) are registered, and will put the Plan into effect for each Participant as of the first record date for a dividend or capital gains distribution.
Whenever the Fund declares a dividend or distribution with respect to the Shares, each Participant will receive such dividends and distributions in additional Shares, including fractional Shares acquired by the Plan Agent and credited to each Participant’s account. If on the payment date for a cash dividend or distribution, the net asset value is equal to or less than the market price per Share plus estimated brokerage commissions, the Plan Agent shall automatically receive such Shares, including fractions, for each Participant’s account. Except in the circumstances described in the next paragraph, the number of additional Shares to be credited to each Participant’s account shall be determined by dividing the dollar amount of the dividend or distribution payable on their Shares by the greater of the net asset value per Share determined as of the date of purchase or 95% of the then-current market price per Share on the payment date.
Should the net asset value per Share exceed the market price per Share plus estimated brokerage commissions on the payment date for a cash dividend or distribution, the Plan Agent or a broker-dealer selected by the Plan Agent shall endeavor, for a purchase period lasting until the last business day before the next date on which the Shares trade on an “ex-dividend” basis, but in no event, except as provided below, more than 30 days after the payment date, to apply the amount of such dividend or distribution on each Participant’s Shares (less their pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of such dividend or distribution) to purchase Shares on the open market for each Participant’s account. No such purchases may be made more than 30 days after the payment date for such dividend or distribution except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of federal securities laws. If, at the close of business on any day during the purchase period the net asset value per Share equals or is less than the market price per Share plus estimated brokerage commissions, the Plan Agent will not make any further open-market purchases in connection with the reinvestment of such dividend or distribution. If the Plan Agent is unable to invest the full dividend or distribution amount through open-market purchases during the purchase period, the Plan Agent shall request that, with respect to the uninvested portion of such dividend or distribution amount, the Fund issue new Shares at the close of business on the earlier of the last day of the purchase period or the first day during the purchase period on which the net asset value per Share equals or is less than the market price per Share, plus estimated brokerage commissions, such Shares to be issued in accordance with the terms specified in the third paragraph hereof. These newly issued Shares will be valued at the then-current market price per Share at the time such Shares are to be issued.
For purposes of making the reinvestment purchase comparison under the Plan, (a) the market price of the Shares on a particular date shall be the last sales price on the New York Stock Exchange (or if the Shares are not listed on the New York Stock Exchange, such other exchange on which the Shares are principally traded) on that date, or, if there is no sale on such Exchange (or if not so listed, in the over-the-counter market) on that date, then the mean between the closing bid and asked quotations for such Shares on such Exchange on such date and (b) the net asset value per Share on a particular date shall be the net asset value per Share most recently calculated by or on behalf of the Fund. All dividends, distributions and other payments (whether made in cash or Shares) shall be made net of any applicable withholding tax.
Open-market purchases provided for above may be made on any securities exchange where the Fund’s Shares are traded, in the over-the-counter market or in negotiated transactions and may be on such terms as to price, delivery and otherwise as the Plan Agent shall determine. Each Participant’s uninvested funds held by the Plan Agent will not bear interest, and it is understood that, in any event, the Plan Agent shall have no liability in connection with any inability to purchase Shares within 30 days after the initial date of such purchase as herein provided, or with the timing of any purchases effected. The Plan Agent shall have no responsibility as to the value of the Shares acquired for each
Participant’s account. For the purpose of cash investments, the Plan Agent may commingle each Participant’s funds with those of other stockholders of the Fund for whom the Plan Agent similarly acts as agent, and the average price (including brokerage commissions) of all Shares purchased by the Plan Agent as Plan Agent shall be the price per Share allocable to each Participant in connection therewith.
The Plan Agent may hold each Participant’s Shares acquired pursuant to the Plan together with the Shares of other stockholders of the Fund acquired pursuant to the Plan in noncertificated form in the Plan Agent’s name or that of the Plan Agent’s nominee. The Plan Agent will forward to each Participant any proxy solicitation material and will vote any Shares so held for each Participant only in accordance with the instructions set forth on proxies returned by the Participant to the Fund.
The Plan Agent will confirm to each Participant each acquisition made for their account as soon as practicable but not later than 60 days after the date thereof. Although each Participant may from time to time have an undivided fractional interest (computed to three decimal places) in a Share, no certificates for a fractional Share will be issued. However, dividends and distributions on fractional Shares will be credited to each Participant’s account. In the event of termination of a Participant’s account under the Plan, the Plan Agent will adjust for any such undivided fractional interest in cash at the market value of the Shares at the time of termination, less the pro rata expense of any sale required to make such an adjustment.
Any Share dividends or split Shares distributed by the Fund on Shares held by the Plan Agent for Participants will be credited to their accounts. In the event that the Fund makes available to its stockholders rights to purchase additional Shares or other securities, the Shares held for each Participant under the Plan will be added to other Shares held by the Participant in calculating the number of rights to be issued to each Participant.
The Plan Agent’s service fee for handling capital gains and other distributions or income dividends will be paid by the Fund. Participants will be charged their pro rata share of brokerage commissions on all open-market purchases.
Each Participant may terminate their account under the Plan by notifying the Plan Agent in writing. Such termination will be effective immediately if the Participant’s notice is received by the Plan Agent not less than ten days prior to any dividend or distribution record date, otherwise such termination will be effective the first trading day after the payment date for such dividend or distribution with respect to any subsequent dividend or distribution. The Plan may be terminated by the Plan Agent or the Fund upon notice in writing mailed to each Participant at least 30 days prior to any record date for the payment of any dividend or distribution by the Fund.
These terms and conditions may be amended or supplemented by the Plan Agent or the Fund at any time or times but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by mailing to each Participant appropriate written notice at least 30 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Plan Agent receives written notice of the termination of their account under the Plan. Any such amendment may include an appointment by the Plan Agent in its place and stead of a successor Plan Agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Plan Agent under these terms and conditions. Upon any such appointment of any Plan Agent for the purpose of receiving dividends and distributions, the Fund will be authorized to pay to such successor Plan Agent, for each Participant’s account, all dividends and distributions payable on Shares held in their name or under the Plan for retention or application by such successor Plan Agent as provided in these terms and conditions.
The Plan Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by the Plan Agent’s negligence, bad faith, or willful misconduct or that of its employees. These terms and conditions are governed by the laws of the State of Maryland.
Reinvested dividends and distributions are taxed in the same manner as cash dividends and distributions — i.e., reinvestment in additional Shares does not relieve stockholders of, or defer the need to pay, any income tax that may be payable (or that is required to be withheld) on Fund dividends and distributions. Participants should contact their tax professionals for information on how the Plan impacts their personal tax situation. For additional information about the Plan, please contact the Plan Agent by telephone at 1-866-227-2136 or by mail at 6201 15th Avenue, Brooklyn, NY, 11219 or online at www.astfinancial.com.
Investment Manager and Administrator Neuberger Berman Investment Advisers LLC 1290 Avenue of the Americas New York, NY 10104-0002 877.461.1899 Custodian State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 Transfer Agent American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, NY 11219 Shareholder Services 866.227.2136 | | Plan Agent American Stock Transfer & Trust Company, LLC Plan Administration Department P.O. Box 922 Wall Street Station New York, NY 10269-0560 Overnight correspondence should be sent to: American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, NY 11219 Legal Counsel K&L Gates LLP 1601 K Street, NW Washington, DC 20006-1600 Independent Registered Public Accounting Firm Ernst & Young LLP 200 Clarendon Street Boston, MA 02116 |
The following tables set forth information concerning the Directors and Officers of the Fund. All persons named as Directors and Officers also serve in similar capacities for other funds administered or managed by NBIA. The Fund’s Statement of Additional Information includes additional information about the Directors as of the time of the Fund’s most recent public offering and is available upon request, without charge, by calling (877) 461-1899.
Information about the Board of Directors
Name, (Year of Birth), |
| Position(s) |
| Principal Occupation(s)(3) |
| Number of |
| Other Directorships Held |
and Address(1) |
| and Length |
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| Director |
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CLASS I |
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Independent Directors |
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Marc Gary (1952) | | Director since 2015 | | Executive Vice Chancellor and Chief Operating Officer, Jewish Theological Seminary, since 2012; formerly, Executive Vice President and General Counsel, Fidelity Investments, 2007 to 2012; formerly, Executive Vice President and General Counsel, BellSouth Corporation, 2004 to 2007; formerly, Vice President and Associate General Counsel, BellSouth Corporation, 2000 to 2004; formerly, Associate, Partner, and National Litigation Practice Co-Chair, Mayer, Brown LLP, 1981 to 2000; formerly, Associate Independent Counsel, Office of Independent Counsel, 1990 to 1992. | | 46 | | Director, UJA Federation of Greater New York, since 2019; Trustee, Jewish Theological Seminary, since 2015; Director, Legility, Inc. (privately held forprofit company), since 2012; Director, Lawyers Committee for Civil Rights Under Law (not-for-profit), since 2005; formerly, Director, Equal Justice Works (not-for-profit), 2005 to 2014; formerly, Director, Corporate Counsel Institute, Georgetown University Law Center, 2007 to 2012; formerly, Director, Greater Boston Legal Services (not-for-profit), 2007 to 2012. |
Name, (Year of Birth), |
| Position(s) |
| Principal Occupation(s)(3) |
| Number of |
| Other Directorships Held |
and Address(1) |
| and Length |
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| Funds in |
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Michael M. Knetter (1960) | | Director since 2007 | | President and Chief Executive Officer, University of Wisconsin Foundation, since 2010; formerly, Dean, School of Business, University of Wisconsin -Madison; formerly, Professor of International Economics and Associate Dean, Amos Tuck School of Business - Dartmouth College, 1998 to 2002. | | 46 | | Director, 1 William Street Credit Income Fund, since 2018; Board Member, American Family Insurance (a mutual company, not publicly traded), since March 2009; formerly, Trustee, Northwestern Mutual Series Fund, Inc., 2007 to 2011; formerly, Director, Wausau Paper, 2005 to 2011; formerly, Director, Great Wolf Resorts, 2004 to 2009. |
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Peter P. Trapp (1944) |
| Director since 2003 |
| Retired; formerly, Regional Manager for Mid-Southern Region, Ford Motor Credit Company, September 1997 to 2007; formerly, President, Ford Life Insurance Company, April 1995 to August 1997. |
| 46 |
| None. |
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CLASS II |
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Independent Directors |
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Michael J. Cosgrove (1949) |
| Director since 2015 |
| President, Carragh Consulting USA, since 2014; formerly, Executive, General Electric Company, 1970 to 2014, including President, Mutual Funds and Global Investment Programs, GE Asset Management, 2011 to 2014, President and Chief Executive Officer, Mutual Funds and Intermediary Business, GE Asset Management, 2007 to 2011, President, Institutional Sales and Marketing, GE Asset Management, 1998 to 2007, and Chief Financial Officer, GE Asset Management, and Deputy Treasurer, GE Company, 1988 to 1993. |
| 46 |
| Director, America Press, Inc. (not-for-profit Jesuit publisher), since 2015; formerly, Director, Fordham University, 2001 to 2018; formerly, Director, The Gabelli Go Anywhere Trust, June 2015 to June 2016; formerly, Director, Skin Cancer Foundation (not-for-profit), 2006 to 2015; formerly, Director, GE Investments Funds, Inc., 1997 to 2014; formerly, Trustee, GE Institutional Funds, 1997 to 2014; formerly, Director, GE Asset Management, 1988 to 2014; formerly, Director, Elfun Trusts, 1988 to 2014; formerly, Trustee, GE Pension & Benefit Plans, 1988 to 2014; formerly, Member of Board of Governors, Investment Company Institute. |
Name, (Year of Birth), |
| Position(s) |
| Principal Occupation(s)(3) |
| Number of |
| Other Directorships Held |
and Address(1) |
| and Length |
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| Funds in |
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Deborah C. McLean (1954) | | Director since 2015 | | Member, Circle Financial Group (private wealth management membership practice), since 2011; Managing Director, Golden Seeds LLC (an angel investing group), since 2009; Adjunct Professor, Columbia University School of International and Public Affairs, since 2008; formerly, Visiting Assistant Professor, Fairfield University, Dolan School of Business, Fall 2007; formerly, Adjunct Associate Professor of Finance, Richmond, The American International University in London, 1999 to 2007. | | 46 | | Board member, Norwalk Community College Foundation, since 2014; Dean’s Advisory Council, Radcliffe Institute for Advanced Study, since 2014; formerly, Director and Treasurer, At Home in Darien (not-for-profit), 2012 to 2014; formerly, Director, National Executive Service Corps (not-for-profit), 2012 to 2013; formerly, Trustee, Richmond, The American International University in London, 1999 to 2013. |
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George W. Morriss (1947) |
| Director since 2007 |
| Adjunct Professor, Columbia University School of International and Public Affairs, since 2012; formerly, Executive Vice President and Chief Financial Officer, People’s United Bank, Connecticut (a financial services company), 1991 to 2001. |
| 46 |
| Director, 1 William Street Credit Income Fund, since 2018; Director and Chair, Thrivent Church Loan and Income Fund, since 2018; formerly, Trustee, Steben Alternative Investment Funds, Steben Select Multi-Strategy Fund, and Steben Select Multi-Strategy Master Fund, 2013 to 2017; formerly, Treasurer, National Association of Corporate Directors, Connecticut Chapter, 2011 to 2015; formerly, Manager, Larch Lane Multi-Strategy Fund complex (which consisted of three funds), 2006 to 2011; formerly, Member, NASDAQ Issuers’ Affairs Committee, 1995 to 2003. |
Name, (Year of Birth), |
| Position(s) |
| Principal Occupation(s)(3) |
| Number of |
| Other Directorships Held |
and Address(1) |
| and Length |
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Tom D. Seip (1950) | | Director since 2003; Chairman of the Board since 2008; formerly Lead Independent Director from 2006 to 2008 | | Formerly, Managing Member, Ridgefield Farm LLC (a private investment vehicle), 2004 to 2016; formerly, President and CEO, Westaff, Inc. (temporary staffing), May 2001 to January 2002; formerly, Senior Executive, The Charles Schwab Corporation, 1983 to 1998, including Chief Executive Officer, Charles Schwab Investment Management, Inc.; Trustee, Schwab Family of Funds and Schwab Investments, 1997 to 1998; and Executive Vice President-Retail Brokerage, Charles Schwab & Co., Inc., 1994 to 1997. | | 46 | | Formerly, Director, H&R Block, Inc. (tax services company), 2001 to 2018; formerly, Director, Talbot Hospice Inc., 2013 to 2016; formerly, Chairman, Governance and Nominating Committee, H&R Block, Inc., 2011 to 2015; formerly, Chairman, Compensation Committee, H&R Block, Inc., 2006 to 2010; formerly, Director, Forward Management, Inc. (asset management company), 1999 to 2006. |
Name, (Year of Birth), |
| Position(s) |
| Principal Occupation(s)(3) |
| Number of |
| Other Directorships Held |
and Address(1) |
| and Length |
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| Funds in |
| Outside Fund Complex |
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| of Time |
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| Fund Complex |
| by Director(3) |
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| Served(2) |
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| Overseen by |
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| Director |
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CLASS III |
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Independent Directors | |
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Martha C. Goss (1949) |
| Director since 2007 |
| President, Woodhill Enterprises Inc./Chase Hollow Associates LLC (personal investment vehicle), since 2006; formerly, Consultant, Resources Global Professionals (temporary staffing), 2002 to 2006; formerly, Chief Financial Officer, Booz-Allen & Hamilton, Inc., 1995 to 1999; formerly, Enterprise Risk Officer, Prudential Insurance, 1994 to 1995; formerly, President, Prudential Asset Management Company, 1992 to 1994; formerly, President, Prudential Power Funding (investments in electric and gas utilities and alternative energy projects), 1989 to 1992; formerly, Treasurer, Prudential Insurance Company, 1983 to 1989. |
| 46 |
| Director, American Water (water utility), since 2003; Director, Allianz Life of New York (insurance), since 2005; Director, Berger Group Holdings, Inc. (engineering consulting firm), since 2013; Director, Financial Women’s Association of New York (not-for-profit association), since 2003; Trustee Emerita, Brown University, since 1998; Director, Museum of American Finance (not-for-profit), since 2013; formerly, Non-Executive Chair and Director, Channel Reinsurance (financial guaranty reinsurance), 2006 to 2010; formerly, Director, Ocwen Financial Corporation (mortgage servicing), 2005 to 2010; formerly, Director, Claire’s Stores, Inc. (retailer), 2005 to 2007; formerly, Director, Parsons Brinckerhoff Inc. (engineering consulting firm), 2007 to 2010; formerly, Director, Bank Leumi (commercial bank), 2005 to 2007; formerly, Advisory Board Member, Attensity (software developer), 2005 to 2007. |
Name, (Year of Birth), |
| Position(s) |
| Principal Occupation(s)(3) |
| Number of |
| Other Directorships Held |
and Address(1) |
| and Length |
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| Funds in |
| Outside Fund Complex |
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| of Time |
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| Fund Complex |
| by Director(3) |
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| Served(2) |
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| Overseen by |
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| Director |
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James G. Stavridis (1955) | | Director since 2015 | | Operating Executive, The Carlyle Group, since 2018; Commentator, NBC News, since 2015; formerly, Dean, Fletcher School of Law and Diplomacy, Tufts University, 2013 to 2018; formerly, Admiral, United States Navy, 1976 to 2013, including Supreme Allied Commander, NATO and Commander, European Command, 2009 to 2013, and Commander, United States Southern Command, 2006 to 2009. | | 46 | | Director, American Water (water utility), since 2018; Director, NFP Corp. (insurance broker and consultant), since 2017; Director, U.S. Naval Institute, since 2014; Director, Onassis Foundation, since 2014; Director, BMC Software Federal, LLC, since 2014; Director, Vertical Knowledge, LLC, since 2013; formerly, Director, Navy Federal Credit Union, 2000-2002. |
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Candace L. Straight (1947) |
| Director since 2003 |
| Private investor and consultant specializing in the insurance industry; formerly, Advisory Director, Securitas Capital LLC (a global private equity investment firm dedicated to making investments in the insurance sector), 1998 to 2003. |
| 46 |
| Director, ERA Coalition (not-for-profit), 2019 to 2020; Director, Re belle Media (a privately held TV and film production company), since 2018; formerly, Public Member, Board of Governors and Board of Trustees, Rutgers University, 2011 to 2016; formerly, Director, Montpelier Re Holdings Ltd. (reinsurance company), 2006 to 2015; formerly, Director, National Atlantic Holdings Corporation (property and casualty insurance company), 2004 to 2008; formerly, Director, The Proformance Insurance Company (property and casualty insurance company), 2004 to 2008; formerly, Director, Providence Washington Insurance Company (property and casualty insurance company), 1998 to 2006; formerly, Director, Summit Global Partners (insurance brokerage firm), 2000 to 2005. |
Name, (Year of Birth), |
| Position(s) |
| Principal Occupation(s)(3) |
| Number of |
| Other Directorships Held |
and Address(1) |
| and Length |
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| Funds in |
| Outside Fund Complex |
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| of Time |
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| Fund Complex |
| by Director(3) |
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| Served(2) |
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| Overseen by |
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| Director |
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Director who is an “Interested Person” |
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Joseph V. Amato* (1962) |
| Chief Executive Officer and President since 2018 and Director since 2008 |
| President and Director, Neuberger Berman Group LLC, since 2009; President and Chief Executive Officer, Neuberger Berman BD LLC and Neuberger Berman Holdings LLC (including its predecessor, Neuberger Berman Inc.), since 2007; Chief Investment Officer (Equities) and President (Equities), NBIA (formerly, Neuberger Berman Fixed Income LLC and including predecessor entities), since 2007, and Board Member of NBIA since 2006; formerly, Global Head of Asset Management of Lehman Brothers Holdings Inc.’s (“LBHI”) Investment Management Division, 2006 to 2009; formerly, member of LBHI’s Investment Management Division’s Executive Management Committee, 2006 to 2009; formerly, Managing Director, Lehman Brothers Inc. (“LBI”), 2006 to 2008; formerly, Chief Recruiting and Development Officer, LBI, 2005 to 2006; formerly, Global Head of LBI’s Equity Sales and a Member of its Equities Division Executive Committee, 2003 to 2005; President and Chief Executive Officer, ten registered investment companies for which NBIA acts as investment manager and/or administrator. |
| 46 |
| Member of Board of Advisors, McDonough School of Business, Georgetown University, since 2001; Member of New York City Board of Advisors, Teach for America, since 2005; Trustee, Montclair Kimberley Academy (private school), since 2007; Member of Board of Regents, Georgetown University, since 2013. |
(1) | The business address of each listed person is 1290 Avenue of the Americas New York, NY 10104. |
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(2) | The Board shall at all times be divided as equally as possible into three classes of Directors designated Class I, Class II and Class III. The Class I, Class II and Class III Directors shall serve until the Annual Meeting of Stockholders held in 2021, 2022 and 2023, respectively, and each third Annual Meeting of Stockholders thereafter, or until their successors have been duly elected and qualified. |
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(3) | Except as otherwise indicated, each individual has held the positions shown during at least the last five years. |
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* | Indicates a Director who is an “interested person” within the meaning of the 1940 Act. Mr. Amato is an interested person of the Fund by virtue of the fact that he is an officer of NBIA and/or its affiliates. |
39
Information about the Officers of the Fund
Name, (Year of Birth), and Address(1) | | Position(s) and Length of Time Served(2) | | Principal Occupation(s)(3) |
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Claudia A. Brandon (1956) |
| Executive Vice President since 2008 and Secretary since 2003 |
| Senior Vice President, Neuberger Berman, since 2007 and Employee since 1999; Senior Vice President, NBIA, since 2008 and Assistant Secretary since 2004; formerly, Vice President, Neuberger Berman, 2002 to 2006; formerly, Vice President — Mutual Fund Board Relations, NBIA, 2000 to 2008; formerly, Vice President, NBIA, 1986 to 1999 and Employee, 1984 to 1999; Executive Vice President and Secretary, twenty-nine registered investment companies for which NBIA acts as investment manager and/or administrator. |
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Agnes Diaz (1971) |
| Vice President since 2013 |
| Senior Vice President, Neuberger Berman, since 2012; Senior Vice President, NBIA, since 2012 and Employee since 1996; formerly, Vice President, Neuberger Berman, 2007 to 2012; Vice President, ten registered investment companies for which NBIA acts as investment manager and/or administrator. |
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Anthony DiBernardo (1979) |
| Assistant Treasurer since 2011 |
| Senior Vice President, Neuberger Berman, since 2014; Senior Vice President, NBIA, since 2014, and Employee since 2003; formerly, Vice President, Neuberger Berman, 2009 to 2014; Assistant Treasurer, ten registered investment companies for which NBIA acts as investment manager and/or administrator. |
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Savonne Ferguson (1973) |
| Chief Compliance Officer since 2018 |
| Senior Vice President, Chief Compliance Officer (Mutual Funds) and Associate General Counsel, NBIA, since November 2018; formerly, Vice President T. Rowe Price Group, Inc. (2018), Vice President and Senior Legal Counsel, T. Rowe Price Associates, Inc. (2014-2018), Vice President and Director of Regulatory Fund Administration, PNC Capital Advisors, LLC (2009-2014), Secretary, PNC Funds and PNC Advantage Funds (2010-2014); Chief Compliance Officer, twenty-nine registered investment companies for which NBIA acts as investment manager and/or administrator. |
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Corey A. Issing (1978) |
| Chief Legal Officer since 2016 (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002) |
| General Counsel and Head of Compliance — Mutual Funds since 2016 and Managing Director, NBIA, since 2017; formerly, Associate General Counsel (2015 to 2016), Counsel (2007 to 2015), Senior Vice President (2013-2016), Vice President (2009 — 2013); Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002), twenty-nine registered investment companies for which NBIA acts as investment manager and/or administrator. |
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Sheila R. James (1965) |
| Assistant Secretary since 2003 |
| Vice President, Neuberger Berman, since 2008 and Employee since 1999; Vice President, NBIA, since 2008; formerly, Assistant Vice President, Neuberger Berman, 2007; Employee, NBIA, 1991 to 1999; Assistant Secretary, twenty-nine registered investment companies for which NBIA acts as investment manager and/or administrator. |
40
Name, (Year of Birth), and Address(1) | | Position(s) and Length of Time Served(2) | | Principal Occupation(s)(3) |
|
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|
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Brian Kerrane (1969) |
| Chief Operating Officer since 2015 and Vice President since 2008 |
| Managing Director, Neuberger Berman, since 2013; Chief Operating Officer — Mutual Funds and Managing Director, NBIA, since 2015; formerly, Senior Vice President, Neuberger Berman, 2006 to 2014; Vice President, NBIA, 2008 to 2015 and Employee since 1991; Chief Operating Officer, ten registered investment companies for which NBIA acts as investment manager and/or administrator; Vice President, twenty-nine registered investment companies for which NBIA acts as investment manager and/or administrator. |
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Anthony Maltese (1959) |
| Vice President since 2015 |
| Senior Vice President, Neuberger Berman, since 2014 and Employee since 2000; Senior Vice President, NBIA, since 2014; Vice President, ten registered investment companies for which NBIA acts as investment manager and/or administrator. |
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Josephine Marone (1963) |
| Assistant Secretary since 2017 |
| Senior Paralegal, Neuberger Berman, since 2007 and Employee since 2007; Assistant Secretary, twenty-nine registered investment companies for which NBIA acts as investment manager and/or administrator. |
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Owen F. McEntee, Jr. (1961) |
| Vice President since 2008 |
| Vice President, Neuberger Berman, since 2006; Vice President, NBIA, since 2006 and Employee since 1992; Vice President, ten registered investment companies for which NBIA acts as investment manager and/or administrator. |
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John M. McGovern (1970) |
| Treasurer and Principal Financial and Accounting Officer since 2005 |
| Senior Vice President, Neuberger Berman, since 2007; Senior Vice President, NBIA, since 2007 and Employee since 1993; formerly, Vice President, Neuberger Berman, 2004 to 2006; formerly, Assistant Treasurer, 2002 to 2005; Treasurer and Principal Financial and Accounting Officer, ten registered investment companies for which NBIA acts as investment manager and/or administrator. |
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Frank Rosato (1971) |
| Assistant Treasurer since 2005 |
| Vice President, Neuberger Berman, since 2006; Vice President, NBIA, since 2006 and Employee since 1995; Assistant Treasurer, ten registered investment companies for which NBIA acts as investment manager and/or administrator. |
(1) | The business address of each listed person is 1290 Avenue of the Americas New York, NY 10104. |
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(2) | Pursuant to the Bylaws of the Fund, each officer elected by the Directors shall hold office until his or her successor shall have been elected and qualified or until his or her earlier death, inability to serve, or resignation. Officers serve at the pleasure of the Directors and may be removed at any time with or without cause. |
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(3) | Except as otherwise indicated, each individual has held the positions shown during at least the last five years. |
41
Proxy Voting Policies and Procedures
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, by calling 800-877-9700 (toll-free) and on the SEC’s website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is also available upon request, without charge, by calling 800-877-9700 (toll-free), on the SEC’s website at www.sec.gov, and on Neuberger Berman’s website at www.nb.com.
Quarterly Portfolio Schedule
The Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT. The Fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov. The portfolio holdings information on Forms N-PORT are available upon request, without charge, by calling 800-877-9700 (toll-free).
42
Report of Votes of Stockholders
The Annual Meeting of Stockholders was held on October 29, 2020. Stockholders voted to elect four Class III Directors to serve until the Annual Meeting of Stockholders in 2023, or until their successors are elected and qualified. Class I Directors (which include Marc Gary, Michael M. Knetter and Peter P. Trapp) and the Class II Directors (which include Michael J. Cosgrove, Deborah C. McLean, George W. Morriss and Tom D. Seip) continue to hold office until the Annual Meeting in 2021 and 2022, respectively, or until their successors are elected and qualified.
To elect four Class III Directors to serve until the Annual Meeting of Stockholders in 2023 or until their successors are elected and qualified.
Shares of Common Stock
| | Votes For | | Votes Withheld | | Abstentions | | Broker Non-Votes |
Joseph V. Amato |
| 39,326,441 |
| 1,464,212 |
| — |
| — |
Martha C. Goss |
| 39,273,024 |
| 1,517,629 |
| — |
| — |
James G. Stavridis |
| 39,335,354 |
| 1,455,299 |
| — |
| — |
Candace L. Straight |
| 39,354,038 |
| 1,436,615 |
| — |
| — |
43
Board Consideration of the Management Agreement
On an annual basis, the Board of Directors (the “Board”) of Neuberger Berman Real Estate Securities Income Fund Inc. (the “Fund”), including the Directors who are not “interested persons” of the Fund or of Neuberger Berman Investment Advisers LLC (“Management”) (including its affiliates) (“Independent Fund Directors”), considers whether to continue the Fund’s management agreement with Management (the “Agreement”). Throughout the process, the Independent Fund Directors are advised by counsel that is experienced in Investment Company Act of 1940 matters and that is independent of Management (“Independent Counsel”). At a meeting held on October 1, 2020, the Board, including the Independent Fund Directors, approved the continuation of the Agreement for the Fund.
In evaluating the Agreement, the Board, including the Independent Fund Directors, reviewed extensive materials provided by Management in response to questions submitted by the Independent Fund Directors and Independent Counsel, and met with senior representatives of Management regarding its personnel, operations, and profitability as they relate to the Fund. The annual contract review extends over at least two regular meetings of the Board to ensure that Management has time to respond to any questions the Independent Fund Directors may have on their initial review of the materials and that the Independent Fund Directors have time to consider those responses.
In connection with its deliberations, the Board also considered the broad range of information relevant to the annual contract review that is provided to the Board (including its various standing committees) at meetings throughout the year, including reports on investment performance based on net asset value and common stock market prices, portfolio risk, use of leverage, information regarding share price premiums and/or discounts, and other portfolio information for the Fund, as well as periodic reports on, among other matters, pricing and valuation; quality and cost of portfolio trade execution; compliance; and stockholder and other services provided by Management and its affiliates. The Contract Review Committee, which is comprised of Independent Fund Directors, was established by the Board to assist in its evaluation and analysis of materials for the annual contract review. The Board has also established other committees that focus throughout the year on specific areas relevant to the annual contract review, such as Fund performance or compliance matters, and that are charged with specific responsibilities regarding the annual contract review. Those committees provide reports to the Contract Review Committee and the full Board, which consider that information as part of the annual contract review process. The Board’s Contract Review Committee annually considers and updates the questions it asks of Management in light of legal advice furnished to it by Independent Counsel; its own business judgment; and developments in the industry, in the markets, in fund regulation and litigation, and in Management’s business model.
The Independent Fund Directors received from Independent Counsel a memorandum discussing the legal standards for their consideration of the proposed continuation of the Agreement. During the course of the year and during their deliberations regarding the annual contract review, the Contract Review Committee and the Independent Fund Directors met with Independent Counsel separately from representatives of Management.
Provided below is a description of the Board’s contract approval process and material factors that the Board considered at its meetings regarding renewals of the Agreement and the compensation to be paid thereunder. In connection with its approval of the continuation of the Agreement, the Board evaluated the terms of the Agreement, the overall fairness of the Agreement to the Fund, and whether the Agreement was in the best interests of the Fund and Fund stockholders. The Board’s determination to approve the continuation of the Agreement was based on a comprehensive consideration of all information provided to the Board throughout the year and specifically in connection with the annual contract review.
This description is not intended to include all of the factors considered by the Board. The Board members did not identify any particular information or factor that was all-important or controlling, and each Director may have attributed different weights to the various factors. The Board focused on the costs and benefits of the Agreement to the Fund and, through the Fund, Fund stockholders.
44
Nature, Extent, and Quality of Services
With respect to the nature, extent, and quality of the services provided, the Board considered the investment philosophy and decision-making processes of, and the qualifications, experience, and capabilities of, and the resources available to, the portfolio management personnel of Management who perform services for the Fund. The Board noted that Management also provides certain administrative services, including fund accounting and compliance services. The Board also considered Management’s policies and practices regarding brokerage, commissions, other trading costs, and allocation of portfolio transactions and reviewed the quality of the execution services that Management had provided. The Board also reviewed Management’s use of brokers to execute Fund transactions that provide research services to Management. Moreover, the Board considered Management’s approach to potential conflicts of interest both generally and between the Fund’s investments and those of other funds or accounts managed by Management. The Board also noted that Management had increased its research capabilities with respect to environmental, social, and corporate governance matters and how those factors may relate to investment performance.
The Board recognized the extensive range of services that Management provides to the Fund beyond the investment management services. The Board noted that Management is also responsible for monitoring compliance with the Fund’s investment objectives, policies, and restrictions, as well as compliance with applicable law, including implementing rulemaking initiatives of the U.S. Securities and Exchange Commission. In addition, the Board considered that Management has developed a leverage structure for the Fund tailored to its investment strategy and needs, has monitored the Fund’s ongoing compliance with legal and other restrictions associated with its leverage, and has recommended changes in and/or amendments to the amount or structure of its leverage over time. The Board also considered that Management assumes significant ongoing entrepreneurial and business risks as the investment adviser and sponsor to the Fund, for which it is entitled to reasonable compensation. The Directors also considered that Management’s responsibilities include continual management of investment, operational, enterprise, legal, regulatory, and compliance risks as they relate to the Fund, and the Board considers on a regular basis information regarding Management’s processes for monitoring and managing risk. In addition, the Board noted that when Management launches a new fund, it assumes entrepreneurial risk with respect to that fund, and that some funds have been liquidated without ever having been profitable to Management.
The Board also reviewed and evaluated Management’s activities under its contractual obligation to oversee the Fund’s various outside service providers, including its renegotiation of certain service providers’ fees and its evaluation of service providers’ infrastructure, cybersecurity programs, compliance programs, and business continuity programs, among other matters. The Board also considered Management’s ongoing development of its own infrastructure and information technology to support the Fund through, among other things, cybersecurity, business continuity planning, and risk management. The Board noted Management’s largely seamless implementation of its business continuity plan in response to the COVID-19 pandemic. In addition, the Board noted the positive compliance history of Management, as no significant compliance problems were reported to the Board with respect to Management. The Board also considered the general structure of the portfolio managers’ compensation and whether this structure provides appropriate incentives to act in the best interests of the Fund. The Board also considered the ability of Management to attract and retain qualified personnel to service the Fund.
As in past years, the Board also considered the manner in which Management addressed various matters that arose during the year, some of them a result of developments in the broader fund industry or the regulations governing it. In addition, the Board considered actions taken by Management in response to recent market conditions, the economic dislocation and rise in volatility that accompanied shutdowns related to the efforts to stem the spread of COVID-19, and considered the overall performance of Management in this context. The Board also noted that Management actively monitors any discount from net asset value per share at which the Fund’s common stock trades and evaluates potential ways to mitigate the discount and potential impacts on the discount, including the level of distributions that the Fund pays. The Board likewise took into account that Management monitors, to the extent information is publicly available, events that may disrupt the Fund’s long-term investment program.
Fund Performance
The Board requested a report from an outside consulting firm that specializes in the analysis of fund industry data that compared the Fund’s performance, along with its fees and other expenses, to a group of industry peers (“Expense Group”) and a broader universe of funds pursuing generally similar strategies with the same investment classification and/or objective (“Performance Universe”). The Board considered the Fund’s performance and fees in light of the limitations inherent in the methodology for constructing such comparative groups and determining which investment companies should be included in the comparative groups, noting differences as compared to certain fund industry ranking and rating systems. The Board also considered the impact and inherent limitation on the comparisons due to the small number of funds included in the Expense Group and Performance Universe. In this regard, the Board recognized that the number of leveraged closed-end funds pursuing similar strategies with the same investment classification and/or objective as the Fund has decreased over time. The Board also recognized the limitations inherent in comparing the Fund’s performance to a benchmark index due to the Fund’s use of leverage and pursuit of an investment strategy that is not tied directly to an index. The Board also recognized the inherent limitations in comparing performance of peer funds utilizing leverage in light of, among other things, the impacts due to the level and type of leverage utilized and when peer funds entered into their leverage arrangements (which can impact pricing and, therefore, cost and performance). The Board also considered the premium/discount levels at which peer funds traded along with the distribution rates and yields of those funds.
With respect to investment performance, the Board considered information regarding the Fund’s short-, intermediate- and long-term performance, net of the Fund’s fees and expenses, on an absolute basis, relative to a benchmark index that does not deduct the fees or expenses of investing, and compared to the performance of its Expense Group and Performance Universe, each constructed by the consulting firm. The Board also reviewed performance in relation to certain measures of the degree of investment risk undertaken by the portfolio managers.
The Performance Universe referenced in this section was identified by the consulting firm, as discussed above. For any period of underperformance, the Board considered the magnitude and duration of that underperformance relative to the Performance Universe and the benchmark (e.g., the amount by which the Fund underperformed, including, for example, whether the Fund slightly underperformed or significantly underperformed its benchmark). With respect to performance quintile rankings for the Fund compared to its Performance Universe, the first quintile represents the highest (best) performance and the fifth quintile represents the lowest performance.
The Board considered that, based on performance data for the periods ended December 31, 2019: (1) as compared to its benchmark, the Fund’s performance was higher for the 1-year period and lower for the 3-, 5-, and 10-year periods; and (2) as compared to its Performance Universe, the Fund’s performance was in the first quintile for the 1-year period, the second quintile for the 3-year period, and the third quintile for the 5- and 10-year periods. In addition, the Board met with the portfolio management team in September 2020 to discuss the Fund’s performance.
The Board identified the Fund as having underperformed in certain of these comparisons to an extent, and over a period of time, that the Board felt warranted additional inquiry, and discussed with Management the Fund’s performance, potential reasons for the relative performance, and steps that Management had taken, or intended to take, to improve performance. The Board’s Closed-End Funds Committee also met with the portfolio managers of the Fund during the 12 months prior to voting on the contract renewal to discuss the Fund’s performance, distribution levels, and the use of leverage. The Board noted that the type, amount and term of the leverage are consistent with the portfolio managers’ preferences for the Fund’s investment strategy. The Board also took into account the positive impact the Fund’s leverage arrangements had on performance. The Board also considered Management’s responsiveness with respect to the relative performance. In this regard, the Board noted that performance, especially short-term performance, is only one of the factors that it deems relevant to its consideration of the Agreement and that, after considering all relevant factors, it determined to approve the continuation of the Agreement notwithstanding the Fund’s relative performance.
Fee Rates, Profitability, and Fall-out Benefits
With respect to the overall fairness of the Agreement, the Board considered the fee structure for the Fund under the Agreement as compared to the Expense Group provided by the consulting firm, as discussed above. The Board reviewed a comparison of the Fund’s management fee to its Expense Group. The Board noted that the comparative management fee analysis includes, in the Fund’s management fee, the separate administrative fees paid to Management. However, the Board noted that some funds in the Expense Group pay directly from fund assets for certain services that Management covers out of the administration fees for the Fund. Accordingly, the Board also considered the Fund’s total expense ratio as compared with its Expense Group as a way of taking account of these differences. The Board considered that only leveraged closed-end funds were considered for inclusion in the Expense Group presented for comparison with the Fund but also noted the challenges associated with making comparisons regarding expenses for leveraged closed-end funds. The Board took into account Management’s representations that relevant expenses would be difficult for the consulting firm to fully and accurately identify due to, among other things, differences in the type of leverage used and the way such leverage costs are reported. The Board also considered Management’s representations regarding the potential impact on expenses due to the time at which the funds in the Expense Group entered into their leverage arrangements and the funds’ fiscal year-ends (which determine the time period for which leverage costs are reported). With this understanding, the Board considered the investment-related expenses of the Fund and the funds in the Expense Group that the consulting firm was able to identify. The Board also considered Management’s representations that there were certain characteristics of leverage that increased leverage expenses but provided benefits and value to stockholders that were not reflected in the Fund’s expense ratio. The Board also considered that, in comparison to certain other products managed by Management, including open-end funds, there are additional portfolio management challenges in managing closed-end funds such as the Funds, including those associated with less liquid holdings and the use of leverage.
The Board considered the Fund’s contractual management fee on managed assets (generally consisting of net assets plus leverage proceeds), as well as the actual management fee on managed assets as a percentage of assets attributable to common stockholders as compared to the Fund’s Expense Group. The Board was aware of the additional expenses borne by common stockholders as a result of the Fund’s leveraged structure. The Board took into account that Management has a financial incentive for the Fund to continue to use leverage, which may create a conflict of interest. It also considered Management’s representation that it continues to believe the use of leverage is in the best interests of the Fund’s stockholders regardless of the level of compensation Management receives. With respect to the quintile rankings for fees and total expenses (net of waivers or other adjustments, if any) on managed assets for the Fund compared to its Expense Group, the first quintile represents the lowest fees and/or total expenses and the fifth quintile represents the highest fees and/or total expenses. The Board considered that, as compared to its Expense Group, the Fund’s contractual management fee and the actual management fee each ranked in the first quintile, total expenses ranked in the fourth quintile, and total expenses excluding the investment-related expenses and taxes identified by the consulting firm ranked in the second quintile. In determining to renew the Agreement, the Board took into account Management’s representations regarding the effect that the cost of leverage had on the Fund’s total expenses relative to its peers with different types and levels of leverage and noted Management’s efforts to ensure the Fund’s leverage arrangements were among the best available for a fund of its size and investment strategy and with its preferences regarding types and levels of leverage at the time the Fund entered into its leverage arrangements. In addition, the Board considered its Closed-End Fund Committee’s ongoing evaluation of the Fund, including the use of leverage and the specific leverage arrangements.
In concluding that the benefits accruing to Management and its affiliates by virtue of their relationship with the Fund were reasonable in light of the costs of providing the investment advisory and other services and the benefits accruing to the Fund, the Board reviewed specific data as to Management’s estimated profit on the Fund for a recent period on a pre-tax basis without regard to distribution expenses, but including year-over-year changes in each of Management’s reported expense categories. (The Board also reviewed data on Management’s estimated profit on the Fund after distribution/servicing expenses and taxes were factored in, as indicators of the health of the business and the extent to which Management is directing its profits into the growth of the business.) The Board considered the cost allocation methodology that Management used in developing its estimated profitability figures. In recent years, the Board engaged an independent forensic accountant to review the profitability methodology utilized by Management when preparing this information and discussed with the consultant its conclusion that Management’s process for calculating and reporting its estimated profit was not unreasonable.
Recognizing that there is no uniform methodology regarding the allocation of firm-wide or complex-wide expenses within the asset management industry for determining profitability for this purpose and that the use of different reasonable methodologies can give rise to different profit and loss results, the Board, in recent years, requested from Management examples of profitability calculated by different methods and noted that the estimated profitability levels were still reasonable when calculated by these other methods. The Board further noted Management’s representation that its estimate of profitability is derived using methodology that is consistent with the methodology used to assess and/or report measures of profitability elsewhere at the firm. In addition, the Board recognized that Management’s calculations regarding its costs may not reflect all risks, including regulatory, legal, operational, reputational, and, where appropriate, entrepreneurial risks, associated with offering and managing a closed-end fund in the current regulatory and market environment. The Board also considered any fall-out (i.e., indirect) benefits likely to accrue to Management or its affiliates from their relationship with the Fund, such as research it may receive from broker-dealers executing the Fund’s portfolio transactions on an agency basis. The Board recognized that Management and its affiliates should be entitled to earn a reasonable level of profits for services they provide to the Fund and, based on review, concluded that Management’s reported level of estimated profitability on the Fund was reasonable.
Information Regarding Services to Other Clients
The Board also considered whether there were other funds or separate accounts that were advised or sub-advised by Management or its affiliates with investment objectives, policies, and strategies that were similar to those of the Fund. The Board compared the fees charged to the Fund to the fees charged to such comparable funds, noting Management’s representation that there were no such separate accounts. The Board considered the appropriateness and reasonableness of any differences between the fees charged to the Fund and such comparable funds, and determined that differences in fees and fee structures were consistent with the differences in the management and other services provided. The Board explored with Management its assertion that although, generally, the rates of fees paid by such funds, except other Neuberger Berman mutual funds, were lower than the fee rates paid by the Fund, the differences reflected Management’s greater level of responsibilities and significantly broader scope of services regarding the Fund, the more extensive regulatory obligations and risks associated with managing the Fund, and other financial considerations with respect to creation and sponsorship of the Fund.
Economies of Scale
The Board also evaluated apparent or anticipated economies of scale in relation to the services Management provides to the Fund and noted that there is little expectation that closed-end funds will show significant economies of scale. The Board considered that, as a closed-end investment company, the Fund does not continually offer new shares to raise additional assets (as does a typical open-end investment company), but may experience asset growth through investment performance and/or the increased use of leverage. The Board also considered that Management has provided, at no added cost to the Fund, certain additional services, including but not limited to, services required by new regulations or regulatory interpretations, services impelled by changes in the securities markets or the business landscape, and/or services requested by the Board. The Board considered that this is a way of sharing economies of scale with the Fund and its stockholders.
Conclusions
In approving the continuation of the Agreement, the Board concluded that, in its business judgment, the terms of the Agreement are fair and reasonable to the Fund and that approval of the continuation of the Agreement is in the best interests of the Fund and Fund stockholders. In reaching this determination, the Board considered that Management could be expected to continue to provide a high level of service to the Fund; that the Board retained confidence in Management’s capabilities to manage the Fund; that the Fund’s fee structure appeared to the Board to be reasonable given the nature, extent, and quality of services provided; and that the benefits accruing to Management and Management’s affiliates by virtue of their relationship with the Fund were reasonable in light of the costs of providing the investment advisory and other services and the benefits accruing to the Fund. The Board’s conclusions may be based in part on its consideration of materials prepared in connection with the approval or continuance of the Agreement in prior years and on the Board’s ongoing regular review of Fund performance and operations throughout the year, in addition to material prepared specifically for the most recent annual review of the Agreement.
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| Neuberger Berman Investment Advisers LLC 1290 Avenue of the Americas New York, NY 10104-0002 Internal Sales & Services 877.461.1899 www.nb.com |
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| Statistics and projections in this report are derived from sources deemed to be reliable but cannot be regarded as a representation of future results of the Fund. This report is prepared for the general information of stockholders and is not an offer for shares of the Fund. |
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| | | | H0650 12/20 |
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