N-CSRS 1 n-csrs.htm
As filed with the Securities and Exchange Commission on July 3, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21421
NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC.
(Exact name of registrant as specified in charter)
c/o Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, New York 10104-0002
(Address of principal executive offices – Zip Code)
Registrant's telephone number, including area code: (212) 476-8800
Joseph V. Amato
Chief Executive Officer and President
Neuberger Berman Real Estate Securities Income Fund Inc.
c/o Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, New York 10104-0002
Arthur C. Delibert, Esq.
K&L Gates LLP
1601 K Street, N.W.
Washington, D.C. 20006-1600
(Names and addresses of agents for service)
Date of fiscal year end: October 31
Date of reporting period: April 30, 2019
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940, as amended (“Act”) (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


Item 1.  Report to Stockholders.

Following is a copy of the semi-annual report transmitted to stockholders pursuant to Rule 30e-1 under the Act.






       

Neuberger Berman
Real Estate Securities
Income Fund Inc.

 


 

 

 

 

 

 

 
 
 
               

 

Semi-Annual Report

April 30, 2019


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.

Beginning on January 1, 2019, 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.




 

         
 
                               
 
Contents
 
President’s Letter 1
 
PORTFOLIO COMMENTARY 2
 
SCHEDULE OF INVESTMENTS 7
 
FINANCIAL STATEMENTS 12
 
FINANCIAL HIGHLIGHTS/PER SHARE DATA 22
 
Distribution Reinvestment Plan for the Fund 24
Directory 27
Proxy Voting Policies and Procedures 28
Quarterly Portfolio Schedule                        28
Privacy Notice Located after the Fund’s Report
         
 
 
 
 
 
 
 
 
 
   
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. ©2019 Neuberger Berman Investment Advisers LLC. All rights reserved.



 
President’s Letter

Dear Stockholder,

I am pleased to present to you this semi-annual report for Neuberger Berman Real Estate Securities Income Fund Inc. (the Fund) for the six months ended April 30, 2019. The report includes a portfolio commentary, a listing of the Fund’s investments and its unaudited 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.

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.

1



 
Neuberger Berman Real Estate Securities Income Fund Inc.
Portfolio Commentary

Neuberger Berman Real Estate Securities Income Fund Inc. (the Fund) generated a 13.32% total return on a net asset value (NAV) basis for the six months ended April 30, 2019 and outperformed its benchmark, the FTSE NAREIT All Equity REITs Index (the Index), which provided a 12.80% total return for the same period. (Fund performance on a market price basis is provided in the table immediately following this commentary.) The use of leverage (typically a performance enhancer in up markets and a detractor during market retreats) contributed to performance given the positive price return for the real estate investment trust (REIT) market during the reporting period.

Despite a sharp decline at the end of 2018, the U.S. stock market rallied over the remainder of the reporting period and produced a robust gain. The market’s turnaround was triggered by a number of factors, including a “dovish pivot” by the U.S. Federal Reserve Board (Fed), as it indicated that it did not expect to raise rates in 2019. The Fed also said it would end its balance sheet reduction program in September 2019. In addition, the market was supported by corporate earnings reports, which generally exceeded expectations, and hopes for a resolution to the trade dispute between the U.S. and China. All told, the S&P 500® Index gained 9.76% over the six months ended April 30, 2019. Comparatively, REITs generated even stronger results, as measured by the Index. This was partially due to generally strong investor demand and declining interest rates.

Over the reporting period, the Fund averaged roughly a 38% allocation to REIT preferred shares, which the Fund used to meet its dual objective of income generation and price appreciation. This held back performance as preferred shares, as measured by the Wells Fargo Hybrid & Preferred Securities REIT Index, returned 6.88% during the reporting period, lagging REIT common stocks. Stock selection and sector allocation also detracted from relative results. The sectors that detracted the most from the Fund’s performance from a stock selection perspective were Diversified, Industrial and Regional Malls. Contributing the most to relative performance was stock selection in the Health Care, Lodging/Resorts and Shopping Center sectors. In terms of sector positioning, an overweight to Regional Malls and an underweight to Infrastructure REITs versus the Index were the largest headwinds for results. Conversely, an underweight to Timber REITs and an overweight to Manufactured Homes versus the Index were the most beneficial for relative performance.

Several adjustments were made to the portfolio during the reporting period. We increased the Fund’s allocations to the Manufactured Homes sector, while reducing its exposures to the Regional Malls and Self Storage sectors.

We continue to focus on companies where we see secular demand drivers that we believe will result in above average cash flow and dividend growth. Additionally, we have found opportunities to invest in REITs that we believe are trading attractively relative to their intrinsic value.1 This year, a number of mergers, acquisitions and strategic partnerships have been announced, highlighting another avenue for REITs trading at discounts to their intrinsic value to realize value for their shareholders. In particular, we continue to favor some of the residential sectors (Manufactured Homes and Single Family Rentals) positioned within geographic areas with attractive demographic/demand trends including: the growth of the millennial generation, solid job growth and improving household formations.

2



 

Looking ahead, we anticipate continued but modest economic growth for the U.S. for 2019. We believe many economic indicators, including high consumer confidence, strong non-residential fixed investment, and modest inflation, point to good tenant demand for real estate. However, headwinds including slowing global growth, turmoil in Washington, and ongoing U.S.-China trade tensions threaten to derail the long-lasting U.S. recovery. As the Fed tries to balance these factors, it has signaled a more flexible stance for policy changes and rates. In our opinion, the resolution of some of these headwinds could be a catalyst for the capital markets. On balance, we believe continued solid real estate fundamentals, strong private market demand for real estate and a more dovish Fed to be supportive of the U.S. listed real estate market.

Sincerely,

Steve Shigekawa and Brian Jones
Portfolio Co-Managers

1 Intrinsic value reflects the portfolio management team’s analysis and estimates of a company’s value. There is no guarantee that any intrinsic values will be realized; security prices may decrease regardless of intrinsic values.

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.

3



 

TICKER SYMBOL       
Real Estate Securities Income Fund     NRO
  
SECTOR DIVERSIFICATION
(as a % of Total Investments*)
Equity Apartments 4.4 %
Equity Data Centers 4.8
Equity Diversified 8.6
Equity Free Standing 2.8
Equity Health Care 9.0
Equity Industrial 7.0
Equity Lodging/Resorts 9.1
Equity Manufactured Homes 2.9
Equity Office 6.6
Equity Regional Malls 8.2
Equity Self Storage 2.7
Equity Shopping Centers 5.9
Equity Single Family Homes 3.3
Equity Specialty 0.6
Infrastructure REITs 9.6
Mortgage Commercial Financing 6.2
Mortgage Home Financing 5.9
Short-Term Investments 1.5
Timber REITs 0.9
Total 100.0 %

Does not include the impact of the Fund’s open positions in derivatives, if any.

PERFORMANCE HIGHLIGHTS
Average Annual Total Return
Six Month Ended 04/30/2019
Inception Period Ended Life of
    Date     04/30/2019    1 Year    5 Years    10 Years    Fund
At NAV1 10/28/2003 13.32% 21.96% 7.58% 19.36% 4.77%
At Market Price2 10/28/2003 11.04% 16.15% 9.23% 18.21% 3.82%
Index
FTSE NAREIT All Equity
REITs Index3 12.80% 19.56% 9.30% 15.61% 9.93%

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 more 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 (“Management”) 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.


4



 
Endnotes

1         Returns based on the NAV of the Fund.
     
2 Returns based on the market price of shares of the Fund’s common stock on the NYSE American.
     
3 Please see “Description of Index” on page 6 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.

5



 
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 all 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 Management 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.

6



 
Schedule of Investments Real Estate Securities Income Fund Inc.^
(Unaudited) April 30, 2019

NUMBER OF SHARES       VALUE
 
 
Common Stocks 86.6%
 
Apartments 6.1%
151,900       American Campus Communities, Inc. $ 7,169,680 (a)
78,100 Mid-America Apartment Communities, Inc. 8,544,921 (a)
                        15,714,601
 
Commercial Financing 8.6%
276,500 Blackstone Mortgage Trust, Inc. Class A 9,840,635 (a)
541,400 Starwood Property Trust, Inc. 12,479,270 (a)
22,319,905
 
Data Centers 6.2%
73,000 CoreSite Realty Corp. 7,986,930 (a)
67,100 Digital Realty Trust, Inc. 7,898,341 (a)
15,885,271
 
Diversified 1.8%
149,800 Colony Capital, Inc. 769,972
419,700 Lexington Realty Trust 3,806,679
4,576,651
 
Free Standing 2.9%
155,050 Four Corners Property Trust, Inc. 4,409,622 (a)
59,200 National Retail Properties, Inc. 3,115,104 (a)
7,524,726
 
Health Care 12.5%
529,166 Medical Properties Trust, Inc. 9,239,238 (a)
275,300 Omega Healthcare Investors, Inc. 9,742,867 (a)
81,100 Ventas, Inc. 4,956,021 (a)
113,600 Welltower, Inc. 8,466,608 (a)
32,404,734
 
Home Financing 5.0%
182,700 AGNC Investment Corp. 3,250,233 (a)
955,700 Annaly Capital Management, Inc. 9,643,013 (a)
12,893,246
 
Industrial 4.9%
68,950 Prologis, Inc. 5,286,397 (a)
258,700 STAG Industrial, Inc. 7,445,386 (a)
12,731,783
 
Infrastructure 13.3%
80,300 American Tower Corp. 15,682,590 (a)
149,600 Crown Castle International Corp. 18,816,688 (a)
34,499,278

See Notes to Financial Statements 7



 

Schedule of Investments Real Estate Securities Income Fund Inc.^

(Unaudited) (cont’d)

NUMBER OF SHARES VALUE
 
 
Lodging/Resorts 1.8%
144,000       Park Hotels & Resorts, Inc. $ 4,619,520 (a) 
 
Manufactured Homes 3.5%
74,300 Sun Communities, Inc. 9,144,844
 
Office 6.5%
57,800 Alexandria Real Estate Equities, Inc. 8,230,142 (a) 
189,180 Highwoods Properties, Inc. 8,433,644 (a) 
                        16,663,786
 
Regional Malls 6.1%
365,600 Brookfield Property Partners LP 7,630,072 (a) 
46,400 Simon Property Group, Inc. 8,059,680 (a) 
15,689,752
 
Self Storage 3.4%
85,400 Extra Space Storage, Inc. 8,855,126 (a) 
 
Shopping Centers 2.0%
294,200 Kimco Realty Corp. 5,116,138 (a) 
 
Specialty 0.8%
63,900 Iron Mountain, Inc. 2,075,472 (a) 
 
Timber 1.2%
118,100 Weyerhaeuser Co. 3,165,080 (a) 
Total Common Stocks (Cost $207,607,199) 223,879,913
 
Preferred Stocks 50.1%
 
Data Centers 0.5%
45,000 Digital Realty Trust, Inc., Ser. C, 6.63% 1,202,400
 
Diversified 7.2%
194,139 Colony Capital, Inc., Ser. B, 8.25% 4,874,830
16,212 Colony Capital, Inc., Ser. H, 7.13% 326,834
533,591 Colony Capital, Inc., Ser. I, 7.15% 10,885,257 (a) 
125,000 Colony Capital, Inc., Ser. J, 7.13% 2,533,750 (a) 
18,620,671

See Notes to Financial Statements 8



 

Schedule of Investments Real Estate Securities Income Fund Inc.^

(Unaudited) (cont’d)

NUMBER OF SHARES VALUE
 
 
Free Standing 0.9%
98,922        National Retail Properties, Inc., Ser. F, 5.20% $ 2,375,117 (a) 
 
Home Financing 3.2%
325,000 Annaly Capital Management, Inc., Ser. F, 6.95% 8,333,000 (a) 
 
Industrial 4.7%
100,000 PS Business Parks, Inc., Ser. U, 5.75% 2,544,000
255,500 Rexford Industrial Realty, Inc., Ser. A, 5.88% 6,349,175 (a) 
125,600 STAG Industrial, Inc., Ser. C, 6.88% 3,315,840 (a) 
                        12,209,015
 
Lodging/Resorts 10.8%
379,000 Ashford Hospitality Trust, Inc., Ser. G, 7.38% 8,675,310
185,800 Eagle Hospitality Properties Trust, Inc., Ser. A, 8.25% *(b)(c) 
349,300 Pebblebrook Hotel Trust, Ser. D, 6.38% 9,025,912 (a) 
192,000 Sunstone Hotel Investors, Inc., Ser. E, 6.95% 5,103,360 (a) 
200,000 Sunstone Hotel Investors, Inc., Ser. F, 6.45% 5,136,000 (a) 
27,940,582
 
Manufactured Homes 0.5%  
55,900 UMH Properties, Inc., Ser. C, 6.75% 1,399,736
 
Office 2.7%
6,000 Highwoods Properties, Inc., Ser. A, 8.63% 7,050,000 (a) 
 
Regional Malls 8.3%
299,115 CBL & Associates Properties, Inc., Ser. D, 7.38% 2,330,106
185,000 CBL & Associates Properties, Inc., Ser. E, 6.63% 1,369,000
292,289 Pennsylvania Real Estate Investment Trust, Ser. C, 7.20% 6,357,286 (a) 
227,439 Taubman Centers, Inc., Ser. J, 6.50% 5,829,261 (a) 
255,000 Washington Prime Group, Inc., Ser. H, 7.50% 5,482,500 (a) 
21,368,153
 
Self Storage 0.4%
40,500 Public Storage, Ser. E, 4.90% 963,495 (a) 
 
Shopping Centers 6.3%
25,788 Cedar Realty Trust, Inc., Ser. B, 7.25% 649,858
124,100 Cedar Realty Trust, Inc., Ser. C, 6.50% 2,776,117
20,000 Federal Realty Investment Trust, Ser. C, 5.00% 481,600
41,800 Kimco Realty Corp., Ser. K, 5.63% 1,040,820
70,131 Saul Centers, Inc., Ser. C, 6.88% 1,816,393
276,750 SITE Centers Corp., Ser. K, 6.25% 7,084,800 (a) 
90,000 Urstadt Biddle Properties, Inc., Ser. G, 6.75% 2,297,700
16,147,288

See Notes to Financial Statements 9



 

Schedule of Investments Real Estate Securities Income Fund Inc.^

(Unaudited) (cont’d)

NUMBER OF SHARES VALUE
 
 
Single Family Homes 4.6%
223,000       American Homes 4 Rent, Ser. D, 6.50% $ 5,898,350 (a) 
15,000 American Homes 4 Rent, Ser. E, 6.35% 396,000
105,700 American Homes 4 Rent, Ser. F, 5.88% 2,626,645 (a) 
120,900 American Homes 4 Rent, Ser. G, 5.88% 3,016,455 (a) 
                        11,937,450
       Total Preferred Stocks (Cost $144,186,096) 129,546,907
 
Short-Term Investments 2.1%
 
Investment Companies 2.1%
5,492,297 State Street Institutional U.S. Government Money Market Fund Premier Class, 2.37%(d) 
  (Cost $5,492,297) 5,492,297
       Total Investments 138.8% (Cost $357,285,592) 358,919,117
 
Liabilities Less Other Assets (38.8)% (100,380,586 )
 
Net Assets Applicable to Common Stockholders 100.0% $ 258,538,531

*

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)

Defaulted security.

 

(c)

Illiquid security.

 

(d)

Represents 7-day effective yield as of April 30, 2019.


See Notes to Financial Statements 10



 

Schedule of Investments Real Estate Securities Income Fund Inc.^

(Unaudited) (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 April 30, 2019:

Asset Valuation Inputs Level 1 Level 2 Level 3 Total
Investments:                  
Common Stocks(a)  $ 223,879,913 $         $       $ 223,879,913
Preferred Stocks
       Lodging/Resorts 27,940,582 27,940,582
       Other Preferred Stocks(a)  101,606,325 101,606,325
Total Preferred Stocks 129,546,907 129,546,907
Short-Term Investments 5,492,297 5,492,297
Total Investments $ 353,426,820 $ 5,492,297 $ $ 358,919,117

(a)

The Schedule of Investments provides information on the industry categorization for the portfolio.

   
^

A balance indicated with a “-”, either reflects a zero balance or an amount that rounds to less than 1.


See Notes to Financial Statements 11



 

Statement of Assets and Liabilities (Unaudited)


Neuberger Berman       
REAL ESTATE
SECURITIES
INCOME FUND INC.
April 30, 2019
Assets
Investments in securities, at value* (Note A)—
see Schedule of Investments:
Unaffiliated issuers(a)           $358,919,117
Dividends and interest receivable 289,011
Total Assets 359,208,128
Liabilities
Loans payable (net of unamortized cost of $13,865) (Note A) 99,986,135
Distributions payable—common stock 78,173
Payable to investment manager—net (Note B) 177,913
Payable to administrator—net (Note B) 74,130
Interest payable (Note A) 253,286
Accrued expenses and other payables 99,960
Total Liabilities 100,669,597
Net Assets applicable to Common Stockholders $258,538,531
Net Assets applicable to Common Stockholders consist of:
Paid-in capital—common stock $267,601,618
Total distributable earnings/(losses) (9,063,087 )
Net Assets applicable to Common Stockholders $258,538,531
Shares of Common Stock Outstanding ($0.0001 par value;
999,978,880 shares authorized) 47,419,670
Net Asset Value Per Share of Common Stock Outstanding $5.45
* Cost of Investments
(a) Unaffiliated issuers $357,285,592

See Notes to Financial Statements 12



 
Statement of Operations (Unaudited)

Neuberger Berman

      REAL ESTATE
SECURITIES INCOME
FUND INC.
For the
Six Months Ended
April 30, 2019
Investment Income:
Income (Note A):
Dividend income-unaffiliated issuers $9,460,160
Interest income-unaffiliated issuers 30,368
Foreign taxes withheld (601 )
Total income $9,489,927
Expenses:
Investment management fees (Note B) 1,030,871
Administration fees (Note B) 429,529
Audit fees 27,562
Custodian and accounting fees 34,593
Insurance expense 5,442
Legal fees 41,505
Stockholder reports 35,501
Stock exchange listing fees 3,934
Stock transfer agent fees 7,575
Amortization of offering costs (Note A) 16,618
Directors’ fees and expenses 20,039
Interest expense (Note A) 1,799,013
Miscellaneous 2,405
Total net expenses 3,454,587
Net investment income/(loss) $6,035,340
 
Realized and Unrealized Gain/(Loss) on Investments (Note A):
Net realized gain/(loss) on:
Transactions in investment securities of unaffiliated issuers 2,939,370
       
Change in net unrealized appreciation/(depreciation) in value of:
Investment securities of unaffiliated issuers 20,834,600
Net gain/(loss) on investments 23,773,970
Net increase/(decrease) in net assets applicable to Common Stockholders
resulting from operations               $29,809,310

See Notes to Financial Statements 13



 
Statements of Changes in Net Assets

Neuberger Berman

REAL ESTATE SECURITIES
INCOME FUND INC.
      Six Months Ended      
April 30, 2019 Year Ended
(Unaudited) October 31, 2018
Increase/(Decrease) in Net Assets Applicable
to Common Stockholders:
             
From Operations (Note A):
Net investment income/(loss) $6,035,340 $7,260,536
Net realized gain/(loss) on investments 2,939,370 (5,304,865 )
Change in net unrealized appreciation/(depreciation) of investments 20,834,600 (11,173,496 )
Net increase/(decrease) in net assets applicable to
Common Stockholders resulting from operations 29,809,310 (9,217,825 )
             
Distributions to Common Stockholders From (Note A):
Distributable earnings (11,380,721 ) (9,791,597 )
Tax return of capital (15,815,025 )
Net Increase/(Decrease) in Net Assets Applicable to Common Stockholders 18,428,589 (34,824,447 )
             
Net Assets Applicable to Common Stockholders:
Beginning of period 240,109,942 274,934,389
End of period $258,538,531 $240,109,942

See Notes to Financial Statements 14



 
Statement of Cash Flows (Unaudited)

      REAL ESTATE
SECURITIES INCOME
FUND INC.
For the
Six Months Ended
April 30, 2019
Increase/(Decrease) in cash:
       
Cash flows from operating activities:
Net increase in net assets applicable to Common Stockholders
resulting from operations                $29,809,310
Adjustments to reconcile net increase 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 (2,209,009 )
Proceeds from disposition of investment securities 11,822,721
Purchase/sale of short-term investment securities, net (4,407,335 )
Increase in dividend and interest receivable (8,161 )
Amortization of deferred offering costs 16,618
Decrease in prepaid expenses and other assets 5,559
Increase in interest payable 10,351
Increase in payable to investment manager 1,513
Decrease in payable to directors (2,252 )
Decrease in accrued expenses and other payables (33,869 )
Unrealized appreciation on investment securities of unaffiliated issuers (20,834,600 )
Net realized gain from transactions in investment securities of unaffiliated issuers (2,939,370 )
Net cash provided by (used in) operating activities $11,231,476
       
Cash flows from financing activities:
Cash distributions paid on common stock (11,307,247 )
Net cash provided by (used in) financing activities (11,307,247 )
Net increase/(decrease) in cash (75,771 )
       
Cash:
Beginning balance 75,771
Ending balance $—
Supplemental disclosure
Cash paid for interest $1,788,662

See Notes to Financial Statements 15



 
Notes to Financial Statements Real Estate Securities Income Fund Inc. (Unaudited)

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.

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”) 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 – 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.


16



 

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. Numerous factors may be considered when determining the fair value of a security based on Level 2 or Level 3 inputs, including available analyst, media or other reports, securities within the same industry with recent highly correlated performance, trading in futures or American Depositary Receipts and whether the issuer of the security being fair valued has other securities outstanding.

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 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 April 30, 2019, the Fund did not have any unrecognized tax positions.

At April 30, 2019, the cost for all long security positions and derivative instruments (if any) for U.S. federal income tax purposes was $357,246,685. Gross unrealized appreciation of long security positions was $29,621,904 and gross unrealized depreciation of long security positions was $27,949,472 resulting in net unrealized appreciation of $1,672,432 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.


17



 
As determined on October 31, 2018, permanent differences resulting primarily from different book and tax accounting were reclassified at year end. Such differences are attributed to the tax treatment of non-deductible restructuring costs and prior year partnership adjustments. These reclassifications had no effect on net income, NAV applicable to common stockholders or NAV per share of common stock of the Fund. For the year ended October 31, 2018, the Fund recorded the following permanent reclassifications:

Total
Distributable
Paid-in Capital Earnings/(Losses)
$(43,360)       $43,360

The tax character of distributions paid during the years ended October 31, 2018 and October 31, 2017 was as follows:

Distributions Paid From:
Long-Term Return of
Ordinary Income Capital Gain Capital Total
2018 2017 2018 2017 2018 2017 2018 2017
$9,791,597       $25,066,388       $—       $—       $15,815,025       $—       $25,606,622       $25,066,388

As of October 31, 2018, 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
$—       $—       $(19,162,167)       $(8,324,810)       $(4,699)       $(27,491,676)

The temporary differences between book basis and tax basis distributable earnings are primarily due to partnership basis adjustments and timing differences of distribution payments.

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, 2018, the Fund had unused capital loss carryforwards available for federal income tax purposes to offset net realized capital gains, if any, as follows:

Capital Loss
Carryforwards
Long-Term       Short-Term
$2,592,789 $5,732,021
          

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 2019 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.


18



 

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. At April 30, 2019, the Fund estimated these amounts for the period January 1, 2019 to April 30, 2019 within the financial statements because the 2019 information is not available from the REITs until after the Fund’s fiscal year-end. All estimates are based upon REIT information sources available to the Fund together with actual IRS Forms 1099-DIV received to date. For the year ended October 31, 2018, 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 on the books of the Fund 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 April 30, 2019, the Fund declared a monthly distribution to common stockholders in the amount of $0.04 per share, payable on May 31, 2019 to stockholders of record on May 15, 2019, with an ex-date of May 14, 2019. Subsequent to April 30, 2019, the Fund declared a monthly distribution on May 31, 2019 to common stockholders in the amount of $0.04 per share, payable on June 28, 2019 to stockholders of record on June 17, 2019, with an ex-date of June 14, 2019.

 

 

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 Management 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 “Facility”) with State Street Bank and Trust Company (“State Street”). Under the 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.

 

Under the Facility, interest on the Term Loan is charged at a fixed rate of 3.53% 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 and (ii) in the event such interest period shall exceed three months, on the last day of each three month interval during such interest period. Interest on Base Rate Loans is charged at a rate per annum equal to the higher of (i) a rate per annum equal to an adjusted rate above the federal funds rate as in effect on that day, and (ii) the annual rate of interest announced from time to time by State Street as its “prime rate,” and is payable on the first day of each calendar month and on the termination date. The Fund has paid up front expenses in connection with the establishment and documentation of the Facility, which are being amortized over the life of the Facility. The expenses are included in the Interest expense line item that is reflected in the Statement of Operations.

          

 

During the six months ended April 30, 2019, the average principal balance and interest rate was approximately $100 million and 3.60% respectively. At April 30, 2019, the principal balance outstanding under the Facility was $100 million.


19



 

The Fund pays a commitment fee in arrears based on the unused portion of the revolving commitment amount under the Facility. This fee is included in the Interest expense line item that is reflected in the Statement of Operations. Under the terms of the Facility, the Fund is required to satisfy certain collateral requirements and maintain a certain level of net assets.

          

 

On September 26, 2012, pursuant to a Master Securities Purchase Agreement, the Fund issued 1,000 Mandatory Redeemable Preferred Shares, Series A (“MRPS”) in a private placement. The MRPS had an aggregate liquidation preference of $25 million and a mandatory redemption date of September 26, 2017. On April 12, 2017, the Fund redeemed all of its issued and outstanding MRPS at a redemption price equal to the liquidation value of $25,000 per share plus any accumulated but unpaid distributions. The MRPS redemption was funded by $25 million in borrowings under the revolving portion of the Fund’s Facility.

 

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 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.

 

 

As of April 30, 2019, 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

Arrangements with certain non-affiliated service providers: In order to satisfy rating agency requirements, the Fund was required to provide the rating agency that rated its MRPS a report on a monthly basis verifying that the Fund was maintaining eligible assets having a discounted value equal to or greater than the MRPS Basic Maintenance Amount, which was a minimum level set by the rating agency as one of the conditions to maintain its rating on the MRPS. “Discounted value” refers to the fact that the rating agency required the Fund, in performing this calculation, to discount portfolio securities below their face value, at rates determined by the rating agency. The Fund paid a fee to State Street for the preparation of this report, which is reflected in the Statement of Operations under the caption “Basic maintenance expense (Note A).”


20



 
Note B—Investment Management Fees, Administration Fees, and Other Transactions with Affiliates:

The Fund retains Management as its investment manager under a Management Agreement. For such investment management services, the Fund pays Management a fee at the annual rate of 0.60% of its 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. For purposes of calculating Managed Assets, the Liquidation Value of any MRPS (prior to April 12, 2017) that were outstanding and borrowings under the Facility are not considered liabilities.

The Fund retains Management as its administrator under an Administration Agreement. The Fund pays Management an administration fee at the annual rate of 0.25% of its average daily Managed Assets under this agreement. Additionally, Management retains State Street as its sub-administrator under a Sub-Administration Agreement. Management pays State Street a fee for all services received under the Sub-Administration Agreement.

Note C—Securities Transactions:

During the six months ended April 30, 2019, there were purchase and sale transactions of long-term securities of $2,562,125 and $10,888,506, respectively.

During the six months ended April 30, 2019, no brokerage commissions on securities transactions were paid to affiliated brokers.

Note D—Recent Accounting Pronouncement:

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.

Note E—Unaudited Financial Information:

The financial information included in this interim report is taken from the records of the Fund without audit by an independent registered public accounting firm. Annual reports contain audited financial statements.

21



 
Financial Highlights

Real Estate Securities Income Fund Inc.

The following table includes selected data for a share of common stock outstanding throughout each period 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.

Six Months
Ended
April 30, 2019 Year Ended October 31,
      (Unaudited)       2018       2017       2016       2015       2014
Common Stock Net Asset Value,      
Beginning of Period $ 5.06 $ 5.80 $ 5.96 $ 5.75 $ 6.10 $ 5.45
Income From Investment Operations
Applicable to Common Stockholders:
Net Investment Income/(Loss) @ 0.13 0.15 0.28 0.24 0.16 0.26
Net Gains or Losses on Securities
(both realized and unrealized) 0.50 (0.35 ) 0.05 0.37 (0.15 ) 0.63
Total From Investment Operations
Applicable to Common Stockholders 0.63 (0.20 ) 0.33 0.61 0.01 0.89
 
Less Distributions to Common
Stockholders From:
       Net Investment Income (0.24 ) (0.21 ) (0.51 ) (0.24 ) (0.36 ) (0.24 )
       Tax Return of Capital (0.33 ) (0.16 )
Total Distributions to Common Stockholders (0.24 ) (0.54 ) (0.51 ) (0.40 ) (0.36 ) (0.24 )
Accretive Effect of Common Stock
Tender Offers 0.02 £ 
Voluntary Contribution from Management 0.00
Common Stock Net Asset Value, End of Period $ 5.45 $ 5.06 $ 5.80 $ 5.96 $ 5.75 $ 6.10
Common Stock Market Value, End of Period $ 4.95 $ 4.69 $ 5.53 $ 5.40 $ 5.08 $ 5.21
Total Return, Common Stock Net Asset Value 13.32 %* (2.90 )% 6.78 %b 11.58 % 1.19 % 17.67 %a
Total Return, Common Stock Market Value 11.04 %* (5.60 )% 12.36 %b 14.43 % 4.67 % 16.29 %a
 
Supplemental Data/Ratios††
Net Assets Applicable to Common Stockholders,
End of Period (in millions) $ 258.5 $ 240.1 $ 274.9 $ 332.6 $ 320.8 $ 340.4
Preferred Stock Outstanding, End of Period
(in millions)^ $ $ $ $ 25.0 $ 25.0 $ 25.0
Preferred Stock Liquidation Value Per Share^ $ $ $ $ 25,000 $ 25,000 $ 25,000
Ratios are Calculated Using Average Net
Assets Applicable to Common Stockholders
Ratio of Gross ExpensesØØ 2.83 %** 2.91 % 2.88 % 2.68 % 2.57 % 2.09 %
Ratio of Net ExpensesØØ 2.83 %** 2.91 % 2.86 %c 2.68 % 2.57 % 2.09 %
Ratio of Net Investment Income/(Loss)^ 4.94 %** 2.88 % 4.76 %c 4.04 % 2.67 % 4.57 %
Portfolio Turnover Rate 1 %* 12 % 74 % 14 % 18 % 21 %
Asset Coverage Per Share,
of Preferred Stock, End of Period¢ $ $ $ $ 357,685 $ 345,928 $ 365,519
Loans Payable (in millions) $ 100.0 ØØØ  $ 100.0 ØØØ  $ 124.9 ØØØ  $ 100.0 $ 100.0 $ 100.0
Asset Coverage Per $1,000 of
Loans Payable¢¢ $ 3,586 $ 3,402 $ 3,201 $ 4,577 $ 4,459 $ 4,655

See Notes to Financial Highlights 22



 

Notes to Financial Highlights (Unaudited)


@ 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 may fluctuate and shares of common stock when sold may be worth more or less than original cost.
 
* Not annualized.
 
** Annualized.
 
†† Income ratios include income earned on assets attributable to the MRPS (prior to April 12, 2017) outstanding.
 
^ On September 26, 2012, the Fund issued 1,000 MRPS, which were outstanding until April 12, 2017 (see Note A to Financial Statements).
 
ØØ Interest expense is included in expense ratios. The annualized ratios of interest expense to average net assets applicable to common stockholders were:
 
Six Months
Ended Year Ended October 31,
April 30, 2019       2018       2017       2016       2015       2014
1.47% 1.51% 1.24% 0.96% 0.92% 0.43%
 
¢ 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 for up to 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 During the year ended October 31, 2017, the Fund adopted FASB’s Accounting Standards Update No. 2015-03. At April 30, 2019, the value of Loans Payable is being shown net of unamortized deferred offering costs of $13,865. At October 31, 2018, the value of Loans Payable is being shown net of unamortized deferred offering costs of $30,482. At October 31, 2017, the value of Loans Payable is being shown net of unamortized deferred offering costs of $63,993.
 
a The voluntary contribution received in 2014 had no impact on the Fund’s total return for the year ended October 31, 2014.
 
b 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 and 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.
 
c The custodian expenses refund noted in (b) above is non-recurring and is included in these ratios. Had the Fund not received the refund, the annualized ratios of net expenses to average net assets applicable to common stockholders and 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%

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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

24



 

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.

25



 

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.

26



 

Directory


Investment Manager and Administrator
Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, NY 10104-0002
877.461.1899 or 212.476.8800

Plan Agent
American Stock Transfer & Trust Company, LLC
Plan Administration Department
P.O. Box 922
Wall Street Station
New York, NY 10269-0560

 

Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111

Overnight correspondence should be sent to:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219

 

Transfer Agent
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

27



 

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 (Form N-Q for filings prior to March 31, 2019). The Fund’s Forms N-Q and N-PORT are available on the SEC’s website at www.sec.gov. The portfolio holdings information on Form N-Q or Form N-PORT is available upon request, without charge, by calling 800-877-9700 (toll-free).

28


FACTS

WHAT DOES NEUBERGER BERMAN
DO WITH YOUR PERSONAL INFORMATION?

                             
Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 
What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

Social Security number and account balances
income and transaction history
credit history and credit scores

When you are no longer our customer, we continue to share your information as described in this notice.

 
How?

All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Neuberger Berman chooses to share; and whether you can limit this sharing.

   
Reasons we can share your personal information Does Neuberger
Berman share?
Can you limit this sharing?
For our everyday business purposes—
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
Yes No
For our marketing purposes—
to offer our products and services to you
Yes No
For joint marketing with other financial companies No We don’t share
For our affiliates’ everyday business purposes—
information about your transactions and experiences
Yes No
For our affiliates’ everyday business purposes—
information about your creditworthiness
No We don’t share
For nonaffiliates to market to you No We don’t share
 
                                
Questions?

Call 800.223.6448

This is not part of the Fund’s stockholder report.


Page 2
                             
Who we are
Who is providing this notice?

Entities within the Neuberger Berman family of companies, mutual funds, and private investment funds.

 
What we do
How does Neuberger Berman
protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

We restrict access to customer information to those employees who need to know such information in order to perform their job responsibilities.

How does Neuberger Berman
collect my personal information?

We collect your personal information, for example, when you

open an account or provide account information
seek advice about your investments or give us your income information
give us your contact information

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?

Federal law gives you the right to limit only

sharing for affiliates’ everyday business purposes—information about your creditworthiness
affiliates from using your information to market to you
sharing for nonaffiliates to market to you

State laws and individual companies may give you additional rights to limit sharing.

 
Definitions
Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

Our affiliates include companies with a Neuberger Berman name; financial companies, such as investment advisers, broker dealers; mutual funds, and private investment funds.
Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

Nonaffiliates we share with can include companies that perform administrative services on our behalf (such as vendors that provide data processing, transaction processing, and printing services) or other companies such as brokers, dealers, or counterparties in connection with servicing your account.
Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

Neuberger Berman doesn’t jointly market.

This is not part of the Fund’s stockholder report.
















   


Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, NY 10104-0002
Internal Sales & Services
877.461.1899
www.nb.com

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.

 I0209 06/19

 

                                                       


 
 

 
Item 2.  Code of Ethics.

The Board of Directors (“Board”) of Neuberger Berman Real Estate Securities Income Fund Inc. (“Registrant” or “Fund”) has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (“Code of Ethics”).  During the period covered by this Form N-CSR, there were no substantive amendments to the Code of Ethics and there were no waivers from the Code of Ethics granted to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
A copy of the Code of Ethics is incorporated by reference to Neuberger Berman Municipal Fund Inc.’s Form N-CSR, Investment Company Act file number 811-21168 (filed January 7, 2019).  The Code of Ethics is also available, without charge, by calling 1-800-877-9700 (toll-free).

Item 3.  Audit Committee Financial Expert.

Not applicable to semi-annual reports on Form N-CSR.

Item 4.  Principal Accountant Fees and Services.

Not applicable to semi-annual reports on Form N-CSR.

Item 5.  Audit Committee of Listed Registrants.

Not applicable to semi-annual reports on Form N-CSR.

Item 6.  Schedule of Investments.

(a)
The complete schedule of investments for the Registrant is disclosed in the Registrant’s semi-annual report, which is included as Item 1 of this Form N-CSR.

(b)
Not applicable.

Item 7.  Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to semi-annual reports on Form N-CSR.

Item 8.  Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to semi-annual reports on Form N-CSR.  There have been no changes in any of the Portfolio Managers since the Registrant’s most recent annual report on Form N-CSR.

Item 9.  Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

No reportable purchases for the period covered by this report.
Item 10.  Submission of Matters to a Vote of Security Holders.

There were no material changes to the procedures by which stockholders may recommend nominees to the Board.


Item 11.  Controls and Procedures.

(a)
Based on an evaluation of the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) as of a date within 90 days of the filing date of this report, the Chief Executive Officer and President and the Treasurer and Principal Financial and Accounting Officer of the Registrant have concluded that such disclosure controls and procedures are effectively designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is accumulated and communicated to the Registrant’s management to allow timely decisions regarding required disclosure.
   
(b)
There were no significant changes in the Registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
   
Item 12.  Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
   
(a)
The Fund did not engage in any securities lending activity during the fiscal period ended April 30, 2019.
   
(b)
The Fund did not did not engage in any securities lending activity and no services were provided by the securities lending agent to the Fund during the fiscal period ended April 30, 2019.
 
Item 13.  Exhibits.
   
(a)(1)
A copy of the Code of Ethics is incorporated by reference to Neuberger Berman Municipal Fund Inc.’s Form N-CSR, Investment Company Act file number 811-21168 (filed January 7, 2019).
   
(a)(2)
The certifications required by Rule 30a-2(a) under the Act and Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) are filed herewith.
   
(a)(3)
Not applicable to the Registrant.
   
(a)(4)
Not applicable to the Registrant.
   
(b)
The certification required by Rule 30a-2(b) under the Act and Section 906 of the Sarbanes-Oxley Act is furnished herewith.
 
The certification furnished pursuant to Rule 30a-2(b) under the Act and Section 906 of the Sarbanes-Oxley Act will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section.  Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.
 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Neuberger Berman Real Estate Securities Income Fund Inc.

By:
/s/ Joseph V. Amato
 
Joseph V. Amato 
Chief Executive Officer and President 
     
Date: July 3, 2019 
     
     
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
     
     
     
By:
/s/ Joseph V. Amato
 
Joseph V. Amato 
Chief Executive Officer and President 
     
Date: July 3, 2019
     
     
     
By:
/s/ John M. McGovern
 
John M. McGovern 
Treasurer and Principal Financial 
and Accounting Officer 

Date: July 3, 2019