N-CSRS 1 n-csrs.htm
As filed with the Securities and Exchange Commission on July 1, 2020
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, 2020
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 20549-1090.  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, 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.




 





         
 
                               






 





Contents







 





President’s Letter       1




 





PORTFOLIO COMMENTARY
2




 





SCHEDULE OF INVESTMENTS
6




 





FINANCIAL STATEMENTS
11




 





FINANCIAL HIGHLIGHTS/PER SHARE DATA
21
 


 





Distribution Reinvestment Plan for the Fund
23




Directory
26




Proxy Voting Policies and Procedures
27




Quarterly Portfolio Schedule
27




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. ©2020 Neuberger Berman Investment Advisers LLC. All rights reserved.



 

President’s Letter

Dear Stockholder,

I am pleased to present this semi-annual report for Neuberger Berman Real Estate Securities Income Fund Inc. (the Fund) for the six months ended April 30, 2020. 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.

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 amount of the Fund’s outstanding borrowings was reduced to $30 million, consisting of an existing $30 million 5-year fixed-rate term loan due September 2024. In addition, the Fund continued to have access to 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 analysis of the pandemic’s impact on the Fund.

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 monitor efforts to contain the spread of the COVID-19 virus and the potential long-term implications on global economies. As the situation remains fluid, Neuberger Berman will continue to monitor and adapt as necessary the firm’s operations and processes 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.


1



 

Neuberger Berman Real Estate Securities Income Fund Inc. Portfolio Commentary

Neuberger Berman Real Estate Securities Income Fund Inc. generated a -31.76% total return on a net asset value (NAV) basis for the six months ended April 30, 2020 (the reporting period) and underperformed its benchmark, the FTSE Nareit All Equity REITs Index (the Index), which provided a -17.46% 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.) After initially rising and 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. Investor sentiment was initially supported by the completion of the first phase of the trade accord between the U.S. and China and continued monetary policy accommodation by the U.S. Federal Reserve Board (Fed). However, the rapidly spreading COVID-19 pandemic and concerns over its impact on the global economy sent markets into a tailspin. Against this backdrop, market volatility was elevated and there was a substantial “flight to quality,” sending U.S. Treasury yields to record lows. While aggressive actions by the Fed and a $2 trillion fiscal stimulus package helped the market to rally in April 2020, this was not enough to offset its previous losses and the S&P 500® Index fell -3.16% during the reporting period. Comparatively, real estate investment trusts (REITs) generated even weaker results.

On average during the period, the Fund had an approximately 35% allocation to REIT preferred shares, which we used to pursue the Fund’s dual investment objectives of income generation and price appreciation. This allocation detracted from performance as preferred shares, as measured by the Wells Fargo Hybrid & Preferred Securities REIT Index, returned -12.62% during the reporting period. Sector allocation also detracted from relative results, whereas stock selection was additive for returns. In terms of sector positioning, an overweight versus the Index to Mortgage Commercial Financing and an underweight to Infrastructure REITs were the largest headwinds for results. Conversely, underweights to Apartments and Specialty versus the Index were the most beneficial for relative performance. The sectors that were the most additive for the Fund’s performance from a stock selection perspective were Shopping Centers, Lodging/Resorts and Health Care. Conversely, holdings in the Industrials and Data Center sectors were the only meaningful detractors from performance from a stock selection perspective.

Looking ahead, we believe markets are likely to remain turbulent for much of 2020. A possible extended global economic slowdown triggered by the COVID-19 pandemic, the upcoming U.S. election, and lingering concerns from U.S.-China trade tension has us re-doubling our effort to position the Fund to better withstand these headwinds. We believe coordinated global monetary easing should help soften the impact on markets. In addition, with more people forced to work from home, school closing and social distancing measures, we are seeing the increased importance of technology infrastructure, logistics and e-commerce. We continue to focus on companies with secular demand drivers that we believe will result in above average cash flow and dividend growth. We also remain focused on companies with strong, flexible balance sheets that we expect to be able to better withstand increased market volatility.

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.


2



 

TICKER SYMBOL
Real Estate Securities Income Fund       NRO

SECTOR DIVERSIFICATION
(as a % of Total Investments*)


Equity Apartments       4.1 %
Equity Data Centers
6.5
Equity Diversified
5.6
Equity Free Standing
3.6
Equity Health Care
8.2
Equity Industrial
9.5
Equity Lodging/Resorts
5.6
Equity Manufactured Homes
3.4
Equity Office
6.6
Equity Regional Malls
4.2
Equity Self Storage
4.6
Equity Shopping Centers
5.5
Equity Single Family Homes
5.3
Equity Specialty
0.5
Infrastructure REITs
12.8
Mortgage Commercial Financing
4.0
Mortgage Home Financing
5.0
Timber REITs
0.9
Short-Term Investments
4.1
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 04/30/2020


Inception
Period Ended






Life of


Date
04/30/2020
1 Year
5 Years   10 Years
Fund
At NAV1    10/28/2003    -31.76%    -23.04%    -0.06%    7.13%    2.83%
At Market Price2
10/28/2003
-34.90%
-23.29%
1.22%
7.10%
1.93%
Index











FTSE Nareit All Equity











REITs Index3


-17.46%
-8.30%
4.79%
8.77%
8.73%

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 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.



3



 
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 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.


4



 
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 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.


5



 
Schedule of Investments Real Estate Securities Income Fund Inc.^
(Unaudited) April 30, 2020

NUMBER OF SHARES       VALUE
 
Common Stocks 69.1%



 
Apartments 4.8%



106,600
American Campus Communities, Inc.
$ 3,761,914 (a)
44,200
Mid-America Apartment Communities, Inc.

4,946,864 (a)
                             


8,708,778
 
Commercial Financing 4.7%



204,300
Blackstone Mortgage Trust, Inc. Class A

4,807,179 (a)
283,200
Starwood Property Trust, Inc.

3,664,608 (a)





8,471,787
 
Data Centers 7.6%



54,100
CoreSite Realty Corp.

6,556,379 (a)
47,400
Digital Realty Trust, Inc.

7,085,826 (a)





13,642,205
 
Free Standing 3.3%



114,550
Four Corners Property Trust, Inc.

2,564,775
43,700
National Retail Properties, Inc.

1,426,368 (a)
62,600
Spirit Realty Capital, Inc.

1,925,576 (a)





5,916,719
 
Health Care 9.6%



301,066
Medical Properties Trust, Inc.

5,160,271 (a)
203,400
Omega Healthcare Investors, Inc.

5,929,110 (a)
60,000
Ventas, Inc.

1,941,000 (a)
84,000
Welltower, Inc.

4,303,320 (a)





17,333,701
 
Home Financing 3.4%



134,900
AGNC Investment Corp.

1,675,458 (a)
705,800
Annaly Capital Management, Inc.

4,411,250





6,086,708
 
Industrial 5.7%



236,200
Lexington Realty Trust

2,468,290
32,050
Prologis, Inc.

2,859,821 (a)
191,200
STAG Industrial, Inc.

5,019,000





10,347,111

See Notes to Financial Statements 6



 
Schedule of Investments Real Estate Securities Income Fund Inc.^
(Unaudited) (cont’d)

NUMBER OF SHARES
VALUE
 
Infrastructure 15.0%



51,700       American Tower Corp.       $ 12,304,600 (a)
92,100
Crown Castle International Corp.

14,683,503 (a)





26,988,103
 
Manufactured Homes 3.2%



43,000
Sun Communities, Inc.

5,779,200 (a)
 
Office 4.2%





15,600
Alexandria Real Estate Equities, Inc.

2,450,604 (a)
133,780
Highwoods Properties, Inc.

5,192,002 (a)





7,642,606
 
Regional Malls 1.8%



187,300
Brookfield Property Partners LP

1,753,128
23,200
Simon Property Group, Inc.

1,549,064 (a)





3,302,192
 
Self Storage 3.1%



63,100
Extra Space Storage, Inc.

5,567,944 (a)
 
Shopping Centers 1.0%



158,800
Kimco Realty Corp.

1,732,508
 
Specialty 0.6%



47,200
Iron Mountain, Inc.

1,141,296
 
Timber 1.1%





87,300
Weyerhaeuser Co.

1,909,251


Total Common Stocks (Cost $130,884,525)

124,570,109
 
Preferred Stocks 42.9%



 
Diversified 5.5%



483,591
Colony Capital, Inc., Ser. I, 7.15%

7,930,893
125,000
Colony Capital, Inc., Ser. J, 7.13%

2,038,750 (a)





9,969,643
 
Free Standing 0.9%



68,922
National Retail Properties, Inc., Ser. F, 5.20%

1,672,737 (a)
 
Home Financing 2.4%



195,000
Annaly Capital Management, Inc., Ser. F, 6.95%

4,391,400 (a)

See Notes to Financial Statements 7  



 

Schedule of Investments Real Estate Securities Income Fund Inc.^
(Unaudited) (cont’d)


NUMBER OF SHARES
VALUE
 
Industrial 5.3%



16,300       PS Business Parks, Inc., Ser. Y, 5.20%       $ 411,086 (a)
62,350
PS Business Parks, Inc., Ser. Z, 4.88%

1,501,388 (a)
233,500
Rexford Industrial Realty, Inc., Ser. A, 5.88%

5,776,790
70,600
STAG Industrial, Inc., Ser. C, 6.88%

1,835,600 (a)





9,524,864
 
Lodging/Resorts 6.5%



321,000
Ashford Hospitality Trust, Inc., Ser. G, 7.38%

2,057,610
185,800
Eagle Hospitality Properties Trust, Inc., Ser. A, 8.25%

2 *(b)
349,300
Pebblebrook Hotel Trust, Ser. D, 6.38%

6,374,725
87,000
Sunstone Hotel Investors, Inc., Ser. E, 6.95%

1,979,250
55,000
Sunstone Hotel Investors, Inc., Ser. F, 6.45%

1,279,575 (a)





11,691,162
 
Manufactured Homes 0.7%



55,900
UMH Properties, Inc., Ser. C, 6.75%

1,320,358
 
Office 3.5%





6,000
Highwoods Properties, Inc., Ser. A, 8.63%

6,300,000 (c)
 
Regional Malls 4.1%



215,015
CBL & Associates Properties, Inc., Ser. D, 7.38%

326,823
92,463
CBL & Associates Properties, Inc., Ser. E, 6.63%

123,900
248,289
Pennsylvania Real Estate Investment Trust, Ser. C, 7.20%

1,541,875
155,439
Taubman Centers, Inc., Ser. J, 6.50%

3,516,294 (a)
205,000
Washington Prime Group, Inc., Ser. H, 7.50%

1,845,000





7,353,892
 
Self Storage 2.3%



26,781
Public Storage, Ser. C, 5.13%

692,824 (a)
33,176
Public Storage, Ser. J, 4.70%

844,993 (a)
102,000
Public Storage, Ser. K, 4.75%

2,640,780





4,178,597
 
Shopping Centers 5.5%



10,788
Cedar Realty Trust, Inc., Ser. B, 7.25%

179,095
74,100
Cedar Realty Trust, Inc., Ser. C, 6.50%

1,092,234
20,000
Federal Realty Investment Trust, Ser. C, 5.00%

489,000 (a)
82,199
Saul Centers, Inc., Ser. E, 6.00%

1,583,975
246,750
SITE Centers Corp., Ser. K, 6.25%

4,952,272
76,500
Urstadt Biddle Properties, Inc., Ser. K, 5.88%

1,585,845 (a)





9,882,421

See Notes to Financial Statements 8  



 
Schedule of Investments Real Estate Securities Income Fund Inc.^
(Unaudited) (cont’d)


NUMBER OF SHARES
VALUE
 
Single Family Homes 6.2%



156,000       American Homes 4 Rent, Ser. D, 6.50%       $ 3,923,400
72,500
American Homes 4 Rent, Ser. E, 6.35%

1,853,825
105,700
American Homes 4 Rent, Ser. F, 5.88%

2,489,235
121,600
American Homes 4 Rent, Ser. G, 5.88%

2,844,224
 



11,110,684
       Total Preferred Stocks (Cost $113,147,870)

77,395,758
 
Short-Term Investments 4.8%



 
Investment Companies 4.8%



    8,652,389
State Street Institutional U.S. Government Money Market Fund Premier Class, 0.22%(d)





(Cost $8,652,389)

8,652,389
       Total Investments 116.8% (Cost $252,684,784)

210,618,256
 
Liabilities Less Other Assets (16.8)%

(30,230,599 )
 
Net Assets Applicable to Common Stockholders 100.0%
$ 180,387,657

* 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) Value determined using significant unobservable inputs.

 
(d) Represents 7-day effective yield as of April 30, 2020.

See Notes to Financial Statements 9  



 
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, 2020:

Asset Valuation Inputs
Level 1
Level 2
Level 3(b)
Total
Investments:











Common Stocks(a)       $ 124,570,109       $       $       $ 124,570,109
Preferred Stocks











       Lodging/Resorts

11,691,160

2



11,691,162
       Office





6,300,000

6,300,000
       Other Preferred Stocks(a)

59,404,596





59,404,596
Total Preferred Stocks

71,095,756

2

6,300,000

77,395,758
Short-Term Investments



8,652,389



8,652,389
Total Investments
$ 195,665,865
$ 8,652,391
$ 6,300,000
$ 210,618,256

(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


in unrealized




Transfers
Transfers
Balance,
investments


as of
discounts/
Realized
appreciation/




into
out of
as of
still held as of


11/1/2019
(premiums)
gain/(loss)
(depreciation)
Purchases
Sales
Level 3
Level 3
4/30/2020
4/30/2020
Investments






  


  










  

  
in Securities:


























Preferred


























Stocks(c)


























Office     $—     $—     $—    
$ (900,000 )
    $—     $—     $7,200,000     $—     $6,300,000    
$(900,000 )
Total
$—
$—
$—

$ (900,000 )

$—
$—
$7,200,000
$—
$6,300,000

$(900,000 )

(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 10  



 

Statement of Assets and Liabilities (Unaudited)

Neuberger Berman



REAL ESTATE


SECURITIES


INCOME FUND INC.

      April 30, 2020
Assets


Investments in securities, at value* (Note A)—see Schedule of Investments:


Unaffiliated issuers(a)
         $210,618,256
Dividends and interest receivable
199,835
Prepaid expenses and other assets
2,513
Total Assets
210,820,604
Liabilities


Loans payable (Note A)
30,000,000
Distributions payable—common stock
100,456
Payable to investment manager—net (Note B)
96,996
Payable to administrator—net (Note B)
40,415
Payable to directors
3,606
Interest payable (Note A)
74,000
Other accrued expenses and payables
117,474
Total Liabilities
30,432,947
Net Assets applicable to Common Stockholders
$180,387,657
Net Assets applicable to Common Stockholders consist of:


Paid-in capital—common stock
$255,549,470
Total distributable earnings/(losses)
(75,161,813 )
Net Assets applicable to Common Stockholders
$180,387,657
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
$3.80
* Cost of Investments


(a) Unaffiliated Issuers
$252,684,784

See Notes to Financial Statements 11



 

Statement of Operations (Unaudited)

Neuberger Berman



REAL ESTATE


SECURITIES INCOME

      FUND INC.


For the


Six Months Ended


April 30, 2020
Investment Income:


Income (Note A):


Dividend income-unaffiliated issuers
$6,564,404
Interest and other income-unaffiliated issuers
24,694
Total income
$6,589,098
Expenses:


Investment management fees (Note B)
977,378
Administration fees (Note B)
407,241
Audit fees
26,947
Custodian and accounting fees
32,901
Insurance
5,629
Legal fees
71,548
Stockholder reports
25,156
Stock exchange listing fees
4,706
Stock transfer agent fees
9,274
Directors’ fees and expenses
25,954
Interest (Note A)
1,464,347
Miscellaneous
1,934
Total expenses
3,053,015
Net investment income/(loss)
$3,536,083
 


Realized and Unrealized Gain/(Loss) on Investments (Note A):


Net realized gain/(loss) on:


Transactions in investment securities of unaffiliated issuers
(17,862,696 )
Change in net unrealized appreciation/(depreciation) in value of:


Investment securities of unaffiliated issuers
(72,670,653 )
Net gain/(loss) on investments
(90,533,349 )
Net increase/(decrease) in net assets applicable to Common Stockholders resulting from operations
             $(86,997,266 )

See Notes to Financial Statements 12



 

Statements of Changes in Net Assets

Neuberger Berman



REAL ESTATE SECURITIES


INCOME FUND INC.


Six Months Ended



April 30, 2020
Fiscal Year Ended

      (Unaudited)       October 31, 2019
Increase/(Decrease) in Net Assets Applicable





to Common Stockholders:





From Operations (Note A):





Net investment income/(loss)
$3,536,083

$10,570,800
Net realized gain/(loss) on investments
(17,862,696 )
1,036,985
Change in net unrealized appreciation/(depreciation) of investments
(72,670,653 )
49,805,200
Net increase/(decrease) in net assets applicable to Common





Stockholders resulting from operations
(86,997,266 )
61,412,985
Distributions to Common Stockholders From (Note A):





Distributable earnings
(11,380,809 )
(9,725,680 )
Tax return of capital


(13,035,762 )
Total distributions to Common Stockholders
(11,380,809 )
(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
(98,373,828 )
38,651,543
Net Assets Applicable to Common Stockholders:





Beginning of period
278,761,485

240,109,942
End of period
       $180,387,657

       $278,761,485

See Notes to Financial Statements 13



 

Statement of Cash Flows (Unaudited)




REAL ESTATE


SECURITIES INCOME

      FUND INC.


For the


Six Months Ended


April 30, 2020
Increase/(Decrease) in cash:


Cash flows from operating activities:


Net decrease in net assets applicable to Common Stockholders resulting from operations
             $(86,997,266 )
       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
(8,813,948 )
              Proceeds from disposition of investment securities
94,671,500
              Purchase/sale of short-term investment securities, net
(5,678,393 )
              Decrease in dividends and interest receivable
80,363
              Decrease in prepaid expenses and other assets
3,361
              Decrease in payable for securities purchased
(2,083,750 )
              Decrease in interest payable
(129,961 )
              Decrease in payable to investment manager
(94,898)
              Increase in payable to directors
689
              Decrease in payable to administrator
(39,541 )
              Decrease in other accrued expenses and payables
(69,435 )
              Unrealized depreciation on investment securities of unaffiliated issuers
72,670,653
Net realized loss from transactions in investment securities of unaffiliated issuers
17,862,696
Net cash provided by (used in) operating activities
$81,382,070
Cash flows from financing activities:


              Cash distributions paid on common stock
(11,386,317 )
Net cash provided by (used in) financing activities
(81,382,070 )
Cash:


              Beginning balance

              Ending balance
$—
Supplemental disclosure


              Cash paid for interest
$1,594,308

See Notes to Financial Statements 14



 

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.

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.


15



  

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 (generally 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. 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 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 April 30, 2020, the Fund did not have any unrecognized tax positions.

For federal income tax purposes, the estimated cost and unrealized appreciation/(depreciation) in value of investments held at April 30, 2020 was $251,178,156. Gross unrealized appreciation was $21,618,511 and gross unrealized depreciation was $62,178,411 resulting in net unrealized depreciation of $40,559,900 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.



16



  
          

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, 2019 the Fund recorded the following permanent reclassifications primarily related to non deductible expenses from partnerships, prior year true up adjustment on REITs and non-deductible stock issuance costs. For the year ended October 31, 2019, the Fund recorded the following permanent reclassifications:




Total


Distributable
Paid-in Capital
Earnings/(Losses)
$979,367        $(979,367)

          

The tax character of distributions paid during the years ended October 31, 2019, and October 31, 2018, was as follows:


Distributions Paid From:




Long-Term
Return of



Ordinary Income
Capital Gain
Capital
Total
2019
2018
2019
2018
2019       2018
2019
2018
$9,725,680       $9,791,597         $—       $—         $13,035,762
$15,815,025         $22,761,442       $25,606,622

          

As of October 31, 2019, 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
$—
$—
$30,958,689
$(7,636,463)
$(105,964)
$23,216,262

          

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, 2019, 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
$1,974,231       $5,662,232

           During the year ended October 31, 2019 the Fund utilized capital loss carryforwards of $1,420,002.
 
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.


17



  
          

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, 2019, 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, 2020, the Fund declared a monthly distribution to common stockholders in the amount of $0.04 per share, payable on May 29, 2020 to stockholders of record on May 15, 2020, with an ex-date of May 14, 2020. Subsequent to April 30, 2020, the Fund declared a monthly distribution on May 29, 2020 to common stockholders in the amount of $0.04 per share, payable on June 30, 2020 to stockholders of record on June 15, 2020, with an ex-date of June 12, 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 balance under the Current Facility was reduced to $30 million, consisting of the 5-year Term Loan due September 2024.

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.



18



  

During the six months ended April 30, 2020, the average principal balance outstanding and average annualized interest rate was $85 million and 3.46%, respectively. At April 30, 2020, the principal balance outstanding under the Current Facility was $30 million.

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.

As of April 30, 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 recent 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.


19



  

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 a 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 six months ended April 30, 2020, there were purchase and sale transactions of long-term securities of $9,850,933 and $93,001,638, respectively.

During the six months ended April 30, 2020, no brokerage commissions on securities transactions were paid to affiliated brokers.

Note D—Capital:

          

Transactions in shares of common stock for the six months ended April 30, 2020, and for the year ended 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 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 F—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.



20



 
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, 2020
Year Ended October 31,

      (Unaudited)       2019       2018       2017       2016       2015
Common Stock Net Asset Value,
  


  



















Beginning of Period

$ 5.88


$ 5.06

$ 5.80

$ 5.96

$ 5.75

$ 6.10
Income From Investment Operations

























Applicable to Common Stockholders:

























Net Investment Income/(Loss) @


0.07



0.22


0.15


0.28


0.24


0.16
Net Gains or Losses on Securities

























(both realized and unrealized)


(1.91 )


1.08


(0.35 )

0.05


0.37


(0.15 )
Total From Investment Operations

























Applicable to Common Stockholders


(1.84 )


1.30


(0.20 )

0.33


0.61


0.01
 

























Less Distributions to Common

























Stockholders From:

























       Net Investment Income


(0.24 )


(0.21 )

(0.21 )

(0.51 )

(0.24 )

(0.36 )
       Tax Return of Capital






(0.27 )

(0.33 )




(0.16 )


Total Distributions to Common Stockholders


(0.24 )


(0.48 )

(0.54 )

(0.51 )

(0.40 )

(0.36 )
Accretive Effect of Common Stock

























Tender Offers












0.02 £ 





Common Stock Net Asset Value, End of Period

$ 3.80


$ 5.88

$ 5.06

$ 5.80

$ 5.96

$ 5.75
Common Stock Market Value, End of Period

$ 3.44


$ 5.58

$ 4.69

$ 5.53

$ 5.40

$ 5.08
Total Return, Common Stock Net Asset Value


(31.81 )%*


27.80 %

(2.90 )%

6.78 %a

11.58 %

1.19 %
Total Return, Common Stock Market Value


(34.95 )%*


30.85 %

(5.60 )%

12.36 %a

14.43 %

4.67 %
 
Supplemental Data/Ratios††

























Net Assets Applicable to Common Stockholders,

























End of Period (in millions)

$ 180.4


$ 278.8

$ 240.1

$ 274.9

$ 332.6

$ 320.8
Preferred Stock Outstanding, End of Period

























(in millions)^

$


$

$

$

$ 25.0

$ 25.0
Preferred Stock Liquidation Value Per Share^

$


$

$

$

$ 25,000

$ 25,000
Ratios are Calculated Using Average Net

























Assets Applicable to Common Stockholders

























Ratio of Gross ExpensesØØ


2.53 %**


2.75 %

2.91 %

2.88 %

2.68 %

2.57 %
Ratio of Net ExpensesØØ


2.53 %**


2.75 %

2.91 %

2.86 %b

2.68 %

2.57 %
Ratio of Net Investment Income/(Loss)^


2.93 %**


4.12 %

2.88 %

4.76 %b

4.04 %

2.67 %
Portfolio Turnover Rate


3 %*


3 %

12 %

74 %

14 %

18 %
Asset Coverage Per Share,

























of Preferred Stock, End of Period¢

$


$

$

$

$ 357,685

$ 345,928
Loans Payable (in millions)

$ 30.0


$ 100.0

$ 100.0 ØØØ 
$ 124.9 ØØØ 
$ 100.0

$ 100.0
Asset Coverage Per $1,000 of

























Loans Payable¢¢

$ 7,015


$ 3,788

$ 3,402

$ 3,201

$ 4,577

$ 4,459

See Notes to Financial Highlights 21  



 

Notes to Financial Highlights Real Estate Securities Income Fund Inc. (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 will 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 of Notes 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, 2020       2019       2018       2017       2016       2015
1.22%
1.39%
1.51%
1.24%
0.96%
0.92%
 
¢ Calculated by subtracting the Fund’s total liabilities (excluding the liquidation preference of Mandatory Redeemable Preferred Shares, Series A (“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%


22



 

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


23



 

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.


24



 

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.


25



 
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


26



 

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).


27


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 numbers, dates of birth and other numerical identifiers
Names and addresses
Driver’s licenses, passports and other identification documents
Usernames and passwords
Internet protocol addresses and other network activity information
Income, credit history, credit scores, assets, transaction history and other financial information

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 646.497.4003 or 866.483.1046 (toll-free)

Email NBPrivacyOfficer@nb.com

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 physical, electronic and procedural safeguards, including 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 directly from you or your representatives, for example, when you

seek advice about your investments
give us your contact or income information
provide account information or open an account
direct us to buy or sell securities, or complete other transactions
visit one of our websites, portals or other online locations

We may 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 or 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 06/20

 

                                                       



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 Income Funds’ Form N-CSR, Investment Company Act file number 811-03802 (filed June 30, 2020).  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.

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

(b)
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 most recent fiscal half-year 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 its most recent fiscal year.
(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 its most recent fiscal year.
Item 13.  Exhibits.

(a)(1)
(a)(2)
(a)(3)
Not applicable to the Registrant.
(a)(4)
Not applicable to the Registrant.
(b)
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 1, 2020


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 1, 2020
   
   
By:
/s/ John M. McGovern                      
 
John M. McGovern
 
Treasurer and Principal Financial
 
and Accounting Officer

Date: July 1, 2020