NRO.AMEXNeuberger Berman Real Estate Securities Income Fund INC

DEF: Neuberger Berman Funds Set 2025 Annual Meeting for Director Elections

Sentiment:

Definitive Proxy Statement 25 August 2025 5:27 PM

📋All filings for Neuberger Berman Real Estate Securities Income Fund INC

Neuberger Berman High Yield Strategies, Energy Infrastructure, and Real Estate Securities Income Funds will hold a joint annual meeting on October 1, 2025, to elect Class II Directors.

Summary

A Joint Annual Meeting of Stockholders for Neuberger Berman High Yield Strategies Fund Inc. (NHS), Neuberger Berman Energy Infrastructure and Income Fund Inc. (NML), and Neuberger Berman Real Estate Securities Income Fund Inc. (NRO) will be held on October 1, 2025, at 2:00 p.m. Eastern Time in New York.
The primary purpose of the meeting is the election of four Class II Directors.
Three Class II Directors (Michael J. Cosgrove, Deborah C. McLean, and Paul M. Nakasone) will be voted on by holders of common stock and preferred stock (if any) together as a single class, with terms extending until the 2028 annual meeting.
One Class II Director (Ami G. Kaplan) will be voted on by preferred stockholders of High Yield Strategies Fund as a single class, and by common stockholders of Energy Infrastructure Fund and Real Estate Securities Income Fund as a single class, with a term until the 2028 annual meeting.
The Record Date for determining stockholders entitled to vote is July 17, 2025.
The Boards of Directors recommend that stockholders vote FOR the election of all nominated directors.
The filing details the corporate governance structure, including various committees such as Audit, Closed-End Funds, Contract Review, Ethics and Compliance, Executive, Governance and Nominating, and Investment Performance.
Audit fees for High Yield Strategies Fund were $69,400 for fiscal year 2024, down from $73,800 in 2023.
Audit fees for Real Estate Securities Income Fund were $44,200 for fiscal year 2024, down from $52,000 in 2023.
Audit fees for Energy Infrastructure Fund were $58,700 for fiscal year 2024, up from $53,700 in 2023.
Tax fees for High Yield Strategies Fund were $13,120 for both fiscal years 2024 and 2023.
Tax fees for Real Estate Securities Income Fund were $13,960 for both fiscal years 2024 and 2023.
Energy Infrastructure Fund had no tax fees billed by Ernst & Young for fiscal years 2024 and 2023.
Neuberger Berman Investment Advisers LLC (NBIA) and its affiliates managed approximately $538 billion in assets as of June 30, 2025.
Significant beneficial ownership includes First Trust Portfolios L.P. (23.32% of NHS Common, 6.06% of NRO Common), Bank of America Corporation (100% of NHS Preferred, 5.6% of NML Common), City of London Investment Group PLC (6.0% of NML Common), Morgan Stanley (6.1% of NML Common), and Sit Investment Associates, Inc. (15% of NRO Common).

Sentiment

Score: 7

Explanation: The filing is a routine proxy statement for director elections, indicating stable corporate governance and ongoing operations. The detailed disclosure of experienced directors and proactive measures to address closed-end fund discounts are positive, but there are no new financial performance metrics or strategic announcements that would significantly alter the investment thesis.

Positives

The Boards of Directors are composed of highly experienced individuals with diverse backgrounds in finance, asset management, cybersecurity, legal, and academia, overseeing a complex of 50 funds.
Directors have a proven track record of approving actions designed to enhance investor value and increase fund competitiveness, including managing distribution rates, implementing discount mitigation measures (like tender option programs), approving fund mergers, actively managing leverage structures, and adjusting investment strategies.
A robust corporate governance framework is in place, featuring a well-defined committee structure (Audit, Closed-End Funds, Contract Review, Ethics and Compliance, Executive, Governance and Nominating, Investment Performance) primarily staffed by Independent Directors.
The Audit Committees are composed entirely of Independent Directors, with three members explicitly identified as qualified Audit Committee financial experts, ensuring strong financial oversight.
The compensation structure for Independent Directors, including an annual retainer of $200,000 and meeting fees, is substantial, indicating a commitment to attracting and retaining high-caliber oversight.

Risks

Investment risk
Counterparty risk
Valuation risk
Liquidity risk
Reputational risk
Risk of operational failure or lack of business continuity
Cybersecurity risk
Legal, compliance and regulatory risk
Risk management programs have inherent limitations, as not all risks can be identified, some may not be practical or cost-effective to mitigate, and certain risks (like investment-related risks) must be borne to achieve fund goals.

Future Outlook

The Boards have approved a variety of actions designed to enhance investor value and increase the Funds' competitiveness in the secondary market, which may narrow the discount between a Fund's market price and its Net Asset Value (NAV). These actions include managing distribution rates, implementing discount mitigation measures such as tender option programs, approving fund mergers, actively managing Fund leverage structures, and making changes to Funds' investment strategies when a different approach is believed to enhance investor return potential without undue risk.

Management Comments

We urge you to review the information in the accompanying proxy statement and vote FOR the election of the nominees of the Board of Directors of each Fund using the enclosed proxy card(s).
Each Board believes that the incumbents are well suited for service on the Board due to their knowledge and familiarity with each Fund as a result of their prior service as Directors, their knowledge of the financial services sector, and their substantial experience in serving as directors or trustees, officers, or advisers of public companies and business organizations, including other investment companies.

Industry Context

This filing is a routine definitive proxy statement for closed-end funds, a segment of the asset management industry often characterized by market prices trading at a discount to their Net Asset Value (NAV). The Boards' explicit mention of approving actions to address this discount, such as managing distribution rates and considering tender option programs, demonstrates a proactive approach to a common industry challenge. The oversight of a large fund complex by Neuberger Berman Investment Advisers LLC, with approximately $538 billion in assets under management, positions the company as a significant and established player in the broader asset management landscape.

Comparison to Industry Standards

The proactive approach to discount mitigation, including managing distribution rates, considering tender option programs, and approving fund mergers, aligns with recognized best practices in the closed-end fund industry to address the persistent issue of funds trading below their Net Asset Value (NAV).
The robust corporate governance framework, featuring a well-defined committee structure and a strong emphasis on independent directors, meets or exceeds typical industry standards for investment companies, comparable to leading asset managers.
The detailed disclosure of director qualifications, highlighting extensive experience in finance, asset management, cybersecurity, and public company governance, demonstrates a commitment to board composition that is competitive with and often superior to many peers in the investment fund sector.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Fund Director	George W. Morriss	NA	December 31, 2024	Retirement
Fund Director	James G. Stavridis	NA	June 30, 2024	Retirement
Chief Compliance Officer	NA	Scott D. Hogan	May 2025	Appointment
Chief Legal Officer	NA	Gariel Nahoum	March 2025	Appointment

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Director Retirement Policy	Implemented a retirement policy generally calling for Directors to retire by the end of the year in which they reach the age of 77.	NA	Promotes board refreshment and ensures a balance of experience and new perspectives, contributing to long-term governance effectiveness.
Committee Chair Compensation	Effective January 1, 2025, the Chair of the Contract Review Committee receives an additional $35,000 per year, and each Chair of the other Committees (with the exception of the Executive Committee) receives an additional $25,000 per year.	January 1, 2025	Recognizes and compensates for the increased time commitment and responsibility associated with leading key board committees, potentially enhancing engagement and the quality of oversight.
Board Leadership Structure	Each Board has appointed an Independent Director to serve as Chair, responsible for agenda preparation, presiding at meetings, and acting as the Board's liaison with management. The Boards periodically evaluate their structure and composition.	Ongoing	Reinforces independent oversight and effective governance, particularly in managing potential conflicts of interest and ensuring the Board's autonomy from management.
Audit Committee Charter	Each Fund has adopted a written charter for its Audit Committee, available on NBIA's website, which outlines its role in overseeing financial reporting, internal controls, and the independent audit process.	NA	Provides clear guidelines for audit oversight, enhancing financial transparency, accountability, and compliance with regulatory requirements.
Governance and Nominating Committee Charter	Each Fund has adopted a written charter for its Governance and Nominating Committee, available on NBIA's website, detailing its responsibilities for board structure, director nominations, and recommendations for Independent Director compensation.	NA	Establishes a formal and transparent process for board composition, evaluation, and the selection of qualified, independent directors, promoting strong corporate governance.

Related Party Transactions

Neuberger Berman Investment Advisers LLC (NBIA) serves as the investment manager and administrator to each Fund.
Joseph V. Amato, an officer of NBIA and/or its affiliates, is an 'interested person' and serves as a Director without receiving compensation from the Funds.
Other officers and Directors who are also employees of NBIA or its affiliates serve without any compensation from the Funds.
The compensation for Independent Directors is allocated to each fund in the Neuberger Berman fund complex based on a method the Boards deem reasonable.

Stakeholder Impact

**Shareholders**: Directly impacted by the election of directors who are responsible for overseeing fund performance, corporate governance, and strategic initiatives, including measures to address the discount of market price to NAV. Their voting rights are central to this filing.
**Customers (Fund Investors)**: Benefit from the experienced board oversight, robust governance framework, and proactive strategies aimed at enhancing investor value and the competitiveness of the funds.
**Service Providers**: Ernst & Young continues to provide audit and tax services, and EQ Fund Solutions, LLC assists with proxy solicitation, indicating ongoing business relationships and revenue for these entities.

Next Steps

Stockholders are urged to authorize a proxy to vote their shares in advance of the Joint Annual Meeting by October 1, 2025.
The Joint Annual Meeting of Stockholders will be held on October 1, 2025, to elect Class II Directors and consider any other proper business.
Stockholders wishing to nominate Directors or make proposals for the 2026 Annual Meeting must submit notice to the Secretary on or before April 27, 2026, for inclusion in proxy materials.
Stockholders wishing to make proposals not for inclusion in proxy materials or to nominate directors for the 2026 Annual Meeting must deliver notice between March 28, 2026, and April 27, 2026.

Key Dates

Date	Description
1981	Marc Gary began as Associate, Partner, and National Litigation Practice Co-Chair at Mayer, Brown LLP.
1982	Ami G. Kaplan began as Partner at Deloitte LLP.
1983	Martha Clark Goss became Treasurer at Prudential Insurance Company; Tom D. Seip began as Senior Executive at The Charles Schwab Corporation.
1984	Claudia A. Brandon became an Employee at NBIA.
1986	Claudia A. Brandon became Vice President at NBIA.
1987	Martha Clark Goss became a Director of the Financial Womens Association of New York.
1988	Michael J. Cosgrove became Chief Financial Officer, GE Asset Management, and Deputy Treasurer, GE Company; Michael J. Cosgrove became a Director of GE Asset Management, Elfun Trusts, and a Trustee of GE Pension & Benefit Plans.
1989	Martha Clark Goss became President of Prudential Power Funding; Franklyn E. Smith became Partner at PricewaterhouseCoopers LLP.
1990	Marc Gary served as Associate Independent Counsel, Office of Independent Counsel.
1991	Brian Kerrane and Sheila R. James became Employees at NBIA.
1992	Martha Clark Goss became President of Prudential Asset Management Company and a Director of Dexter Corp.; Owen F. McEntee, Jr. became an Employee at NBIA.
1993	John M. McGovern became an Employee at NBIA.
1994	Martha Clark Goss became Enterprise Risk Officer at Prudential Insurance and a Director of Foster Wheeler Manufacturing.
1995	Martha Clark Goss became Chief Financial Officer at Booz-Allen & Hamilton, Inc.; Frank Rosato became an Employee at NBIA.
1996	Agnes Diaz became an Employee at NBIA.
1997	Michael J. Cosgrove became a Director of GE Investments Funds, Inc. and a Trustee of GE Institutional Funds; Tom D. Seip became a Trustee of Schwab Family of Funds and Schwab Investments.
1998	Michael J. Cosgrove became President, Institutional Sales and Marketing, GE Asset Management; Michael M. Knetter became Professor of International Economics and Associate Dean at Amos Tuck School of Business Dartmouth College; Martha Clark Goss became Trustee Emerita of Brown University.
1999	Claudia A. Brandon and Sheila R. James became Employees at Neuberger Berman; Deborah C. McLean became Adjunct Associate Professor of Finance at Richmond, The American International University in London; Tom D. Seip became a Director of Forward Management, Inc.
2000	Marc Gary became Vice President and Associate General Counsel at BellSouth Corporation.
2001	Joseph V. Amato became a Member of the Board of Advisors for McDonough School of Business, Georgetown University; Tom D. Seip became President and CEO of Westaff, Inc. and a Director of H&R Block, Inc.
2002	Martha Clark Goss became a Consultant at Resources Global Professionals; Claudia A. Brandon became Vice President at Neuberger Berman; John M. McGovern became Assistant Treasurer.
2003	Tom D. Seip became a Director of NRO; Claudia A. Brandon became Secretary of NRO; Sheila R. James became Assistant Secretary of NRO; Martha Clark Goss became a Director of American Water and the Financial Womens Association of New York.
2004	Marc Gary became Executive Vice President and General Counsel at BellSouth Corporation; Michael M. Knetter became a Director of Great Wolf Resorts; Claudia A. Brandon became Assistant Secretary at NBIA; John M. McGovern became Vice President at Neuberger Berman.
2005	Martha Clark Goss became a Director of Allianz Life of New York, Ocwen Financial Corporation, Claires Stores, Inc., and Bank Leumi, and an Advisory Board Member for Attensity; Marc Gary became a Director of Lawyers Committee for Civil Rights Under Law and Equal Justice Works; Joseph V. Amato became a Member of the New York City Board of Advisors for Teach for America; John M. McGovern became Treasurer and Principal Financial and Accounting Officer of NRO; Frank Rosato became Assistant Treasurer of NRO.
2006	Tom D. Seip became a Director of NHS and Lead Independent Director; Martha Clark Goss became President of Woodhill Enterprises Inc./Chase Hollow Associates LLC and Non-Executive Chair and Director of Channel Reinsurance; Joseph V. Amato became Global Head of Asset Management of Lehman Brothers Holdings Inc.'s Investment Management Division, a member of its Executive Management Committee, Managing Director of Lehman Brothers Inc., and a Board Member of NBIA; Brian Kerrane became Senior Vice President at Neuberger Berman; Owen F. McEntee, Jr. became Vice President at Neuberger Berman and NBIA; Frank Rosato became Vice President at Neuberger Berman and NBIA; Claudia A. Brandon became Secretary of NHS; Sheila R. James became Assistant Secretary of NHS; John M. McGovern became Treasurer and Principal Financial and Accounting Officer of NHS; Frank Rosato became Assistant Treasurer of NHS; Michael J. Cosgrove became a Director of the Skin Cancer Foundation.
2007	Martha Clark Goss and Michael M. Knetter became Directors of NHS and NRO; Michael J. Cosgrove became President and Chief Executive Officer, Mutual Funds and Intermediary Business, GE Asset Management; Marc Gary became Executive Vice President and General Counsel at Fidelity Investments; Deborah C. McLean became Visiting Assistant Professor at Fairfield University, Dolan School of Business; Joseph V. Amato became President and Chief Executive Officer of Neuberger Berman BD LLC and Neuberger Berman Holdings LLC, and Chief Investment Officer (Equities) and President (Equities) at NBIA; Claudia A. Brandon became Senior Vice President at Neuberger Berman; Agnes Diaz became Vice President at Neuberger Berman; Sheila R. James became Assistant Vice President at Neuberger Berman; Josephine Marone became Senior Paralegal and Employee at Neuberger Berman; John M. McGovern became Senior Vice President at NBIA and Neuberger Berman; Michael M. Knetter became a Trustee of Northwestern Mutual Series Fund, Inc.
2008	Tom D. Seip became Chair of the Board; Deborah C. McLean became Adjunct Professor (Corporate Finance) at Columbia University School of International and Public Affairs; Claudia A. Brandon became Executive Vice President of NRO and NHS and Senior Vice President at NBIA; Brian Kerrane became Vice President of NHS and NRO and Vice President at NBIA; Owen F. McEntee, Jr. became Vice President of NHS and NRO.
2009	Deborah C. McLean became Managing Director of Golden Seeds LLC; Joseph V. Amato became President and Director of Neuberger Berman Group LLC; Michael M. Knetter became a Board Member of American Family Insurance.
2010	Michael M. Knetter became President and Chief Executive Officer of University of Wisconsin Foundation.
2011	Deborah C. McLean became a Member of Circle Financial Group; Michael J. Cosgrove became President, Mutual Funds and Global Investment Programs, GE Asset Management; Anthony DiBernardo became Assistant Treasurer of NHS and NRO; Tom D. Seip became Chairman, Governance and Nominating Committee, H&R Block, Inc.
2012	Marc Gary became Executive Vice Chancellor and Chief Operating Officer at The Jewish Theological Seminary; Deborah C. McLean became a Director and Treasurer of At Home in Darien; Agnes Diaz became Senior Vice President at Neuberger Berman and NBIA.
2013	Martha Clark Goss, Michael M. Knetter, and Tom D. Seip became Directors of NML; Joseph V. Amato became a Member of the Board of Regents for Georgetown University; Claudia A. Brandon became Executive Vice President and Secretary of NML; Agnes Diaz became Vice President; Anthony DiBernardo became Assistant Treasurer of NML; Sheila R. James became Assistant Secretary of NML; Brian Kerrane became Vice President of NML and Managing Director at Neuberger Berman; Owen F. McEntee, Jr. became Vice President of NML; John M. McGovern became Treasurer and Principal Financial and Accounting Officer of NML; Frank Rosato became Assistant Treasurer of NML; Martha Clark Goss became a Director of Berger Group Holdings, Inc. and the Museum of American Finance; Tom D. Seip became a Director of Talbot Hospice Inc.
2014	Michael J. Cosgrove became President of Carragh Consulting USA; Deborah C. McLean became a Board Member of Norwalk Community College Foundation; Marc Gary became a Trustee of The Jewish Theological Seminary; Anthony DiBernardo became Senior Vice President at Neuberger Berman and NBIA; Deborah C. McLean became a member of the Deans Advisory Council, Radcliffe Institute for Advanced Study.
2015	Michael J. Cosgrove, Deborah C. McLean, and Marc Gary became Directors; Brian Kerrane became Chief Operating Officer and Managing Director at NBIA.
2016	Scott D. Hogan became Director, DWS Investment Management Americas, Inc. (DIMA), and Chief Compliance Officer to registered investment companies for which DIMA acted as an investment manager and/or administrator.
2017	Ami G. Kaplan became Vice Chair at Deloitte LLP; Josephine Marone became Assistant Secretary; Gariel Nahoum became Senior Vice President at NBIA and Associate General Counsel, Mutual Funds; Marc Gary became a Director of Jewish Federation of New York.
2018	Paul M. Nakasone became Director, National Security Agency, and Commander, U.S. Cyber Command; Joseph V. Amato became Chief Executive Officer and President; Michael M. Knetter became a Director of 1WS Credit Income Fund.
2019	Marc Gary became a Director of UJA Federation of Greater New York.
2020	Marc Gary became Executive Vice Chancellor Emeritus at The Jewish Theological Seminary; Michael J. Cosgrove became Parish Councilor, St. Pius X, and Treasurer; Deborah C. McLean became a Board Member of The Maritime Aquarium at Norwalk.
2021	Michael J. Cosgrove became a Member of the Advisory Board for Burke Neurological Institute; Marc Gary became Chair and Director of USCJ Supporting Foundation.
2022	Marc Gary became a Director of JCC of Westchester and Jewish Democratic Counsel of America; John M. McGovern became Managing Director at Neuberger Berman.
2023	Ami G. Kaplan, Paul M. Nakasone, and Franklyn E. Smith became Directors; Marc Gary became a Director of Jewish Federation of Atlanta and Israel Policy Forum; Sheila R. James became Senior Vice President at Neuberger Berman and NBIA; Franklyn E. Smith became a Director of Zurich American Insurance Company, Zurich American Life Insurance Company and Zurich American Life Insurance Company of New York.
January 1, 2024	Independent Directors began receiving an annual retainer of $200,000 and a fee of $17,500 for each regularly scheduled meeting.
June 30, 2024	James G. Stavridis retired from his position as Fund Director.
September 24, 2024	Paul M. Nakasone became a Fund Director.
October 11, 2024	Amended Schedule 13G filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation for NHS.
October 31, 2024	Fiscal year end for Neuberger Berman High Yield Strategies Fund Inc. and Neuberger Berman Real Estate Securities Income Fund Inc.
November 30, 2024	Fiscal year end for Neuberger Berman Energy Infrastructure and Income Fund Inc.
December 11, 2024	Audit Committees of NHS and NRO met to review their audited financial statements.
December 31, 2024	George W. Morriss retired from his position as Fund Director.
January 1, 2025	New compensation structure for Committee Chairs became effective: Contract Review Committee Chair receives $35,000/year, other Committee Chairs (except Executive) receive $25,000/year.
January 15, 2025	Audit Committee of NML met to review its audited financial statements.
February 14, 2025	Schedule 13G filed by Bank of America Corporation for NML.
March 4, 2025	Schedule 13G filed by Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC for NRO.
March 2025	Gariel Nahoum became Chief Legal Officer and General Counsel, U.S. Registered Funds.
May 2025	Scott D. Hogan became Chief Compliance Officer and Senior Vice President at NBIA.
June 30, 2025	NBIA and its affiliates had approximately $538 billion in assets under management.
July 1, 2025	Joseph V. Amato began serving as Chief Executive Officer and President of the funds in the Neuberger Berman fund complex.
July 17, 2025	Record Date for stockholders entitled to notice of and to vote at the Joint Annual Meeting.
July 28, 2025	Schedule 13G filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation for NRO.
July 31, 2025	Date for the dollar range of equity securities owned by each Director.
August 7, 2025	Amended Schedule 13G filed by Morgan Stanley and Morgan Stanley Smith Barney LLC for NML.
August 8, 2025	Amended Schedule 13G filed by City of London Investment Management Company Limited for NML.
August 25, 2025	Date of the Notice of Joint Annual Meeting of Stockholders; expected mailing date of the Proxy Statement.
October 1, 2025	Joint Annual Meeting of Stockholders to be held.
October 31, 2025	Fiscal year end for Neuberger Berman High Yield Strategies Fund Inc. and Neuberger Berman Real Estate Securities Income Fund Inc.
November 30, 2025	Fiscal year end for Neuberger Berman Energy Infrastructure and Income Fund Inc.
March 28, 2026	Earliest date for stockholders to submit proposals not for inclusion in proxy materials or director nominations for the 2026 Annual Meeting.
April 27, 2026	Deadline for stockholder proposals for inclusion in the 2026 Annual Meeting proxy materials and latest date for other proposals/nominations.
2027	Terms of Class I Directors expire.
2028	Terms of the newly elected Class II Directors will expire.

Recommendation

hold

This filing is a routine definitive proxy statement for the annual election of directors and provides no new material financial or operational information that would warrant a change in investment recommendation. The focus is on corporate governance and board composition, which appear stable and well-managed with experienced directors. Investors should continue to hold based on their existing investment thesis for these funds.

Keywords

Neuberger Berman, NHS, NML, NRO, Proxy Statement, Director Election, Corporate Governance, Closed-End Funds, Investment Management, Financial Reporting, Risk Management, Shareholder Meeting, SEC Filing

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.