1
|
|
2
|
|
9
|
|
14
|
|
18
|
|
25
|
|
27
|
|
28
|
|
34
|
|
37
|
|
38
|
|
48
|
|
48
|
|
48
|
|
49
|
|
55
|
TICKER SYMBOL
|
|
Real Estate Securities Income
Fund Inc.
|
NRO
|
SECTOR DIVERSIFICATION
|
|
(as a % of Total Investments*)
|
|
Equity Apartments
|
6.7%
|
Equity Data Centers
|
2.7
|
Equity Diversified
|
10.0
|
Equity Free Standing
|
4.1
|
Equity Health Care
|
6.8
|
Equity Industrial
|
6.4
|
Equity Lodging/Resorts
|
6.4
|
Equity Manufactured Homes
|
3.1
|
Equity Office
|
7.3
|
Equity Regional Malls
|
4.2
|
Equity Self Storage
|
8.1
|
Equity Shopping Centers
|
8.0
|
Equity Single Family Homes
|
3.6
|
Equity Specialty
|
4.0
|
Infrastructure REITs
|
10.1
|
Mortgage Commercial Financing
|
4.8
|
Mortgage Home Financing
|
2.8
|
Short-Term Investments
|
0.9
|
Total
|
100.0%
|
*
|
Does not include the impact of the Fund’s
open positions in derivatives, if any.
|
PERFORMANCE HIGHLIGHTS
|
|||||
|
Inception
Date
|
Average Annual Total Return
Ended 10/31/2022
|
|||
|
1 Year
|
5 Years
|
10 Years
|
Life of Fund
|
|
At NAV1
|
|
|
|
|
|
Real Estate
Securities
Income
Fund Inc.
|
10/28/2003
|
-29.49%
|
-0.93%
|
4.12%
|
3.10%
|
At Market
Price2
|
|
|
|
|
|
Real Estate
Securities
Income
Fund Inc.
|
10/28/2003
|
-27.12%
|
-0.21%
|
5.30%
|
2.79%
|
Index
|
|
|
|
|
|
FTSE Nareit All
Equity REITs
Index3
|
|
-19.16%
|
4.77%
|
7.38%
|
8.57%
|
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 7 for a description of the 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.
|
Other Abbreviations:
|
|
Management or NBIA
|
= Neuberger Berman Investment Advisers LLC
|
Number of Shares
|
Value
|
|
Common Stocks 86.7%
|
||
Apartments 9.2%
|
||
132,380
|
Apartment Income REIT Corp.
|
$ 5,087,363(a)
|
86,130
|
Equity Residential
|
5,427,913(a)
|
19,205
|
Essex Property Trust, Inc.
|
4,268,119(a)
|
|
|
14,783,395
|
Commercial Financing 6.3%
|
||
188,249
|
Blackstone Mortgage Trust, Inc. Class A
|
4,698,695(a)
|
260,951
|
Starwood Property Trust, Inc.
|
5,391,248(a)
|
|
|
10,089,943
|
Data Centers 2.7%
|
||
43,676
|
Digital Realty Trust, Inc.
|
4,378,519(a)
|
Diversified 1.7%
|
||
36,813
|
WP Carey, Inc.
|
2,808,832(a)
|
Free Standing 2.7%
|
||
71,067
|
Realty Income Corp.
|
4,425,342(a)
|
Health Care 9.3%
|
||
151,499
|
Medical Properties Trust, Inc.
|
1,734,663(a)
|
144,129
|
Omega Healthcare Investors, Inc.
|
4,580,420(a)
|
82,711
|
Ventas, Inc.
|
3,236,481(a)
|
89,515
|
Welltower, Inc.
|
5,463,996(a)
|
|
|
15,015,560
|
Home Financing 3.8%
|
||
319,062
|
AGNC Investment Corp.
|
2,622,690
|
188,732
|
Annaly Capital Management, Inc.
|
3,500,978(a)
|
|
|
6,123,668
|
Industrial 6.6%
|
||
74,846
|
Prologis, Inc.
|
8,289,194(a)
|
77,074
|
STAG Industrial, Inc.
|
2,434,768(a)
|
|
|
10,723,962
|
Infrastructure 13.9%
|
||
58,919
|
American Tower Corp.
|
12,207,428(a)
|
76,848
|
Crown Castle, Inc.
|
10,240,764(a)
|
|
|
22,448,192
|
Manufactured Homes 3.9%
|
||
52,032
|
Equity LifeStyle Properties, Inc.
|
3,327,967(a)
|
21,838
|
Sun Communities, Inc.
|
2,944,854(a)
|
|
|
6,272,821
|
Office 3.2%
|
||
8,414
|
Alexandria Real Estate Equities, Inc.
|
1,222,554(a)
|
26,483
|
Boston Properties, Inc.
|
1,925,314(a)
|
82,265
|
Vornado Realty Trust
|
1,940,632(a)
|
|
|
5,088,500
|
Regional Malls 5.6%
|
||
82,996
|
Simon Property Group, Inc.
|
9,044,904(a)
|
Number of Shares
|
Value
|
|
Lodging/Resorts – cont'd
|
||
20,000
|
Sunstone Hotel Investors, Inc., Ser. I, 5.70%
|
$ 356,600(b)
|
|
|
14,196,479
|
Manufactured Homes 0.5%
|
||
34,343
|
UMH Properties, Inc., Ser. D, 6.38%
|
760,354(a)(b)
|
Office 6.8%
|
||
6,000
|
Highwoods Properties, Inc., Ser. A, 8.63%
|
6,367,200(b)(c)(d)
|
28,283
|
SL Green Realty Corp., Ser. I, 6.50%
|
551,518(b)
|
30,000
|
Vornado Realty Trust, Ser. L, 5.40%
|
494,400(b)
|
107,100
|
Vornado Realty Trust, Ser. M, 5.25%
|
1,715,742(b)
|
92,925
|
Vornado Realty Trust, Ser. N, 5.25%
|
1,441,267(a)(b)
|
34,143
|
Vornado Realty Trust, Ser. O, 4.45%
|
468,442(b)
|
|
|
11,038,569
|
Real Estate Management & Development 8.5%
|
||
50,000
|
Brookfield Property Partners LP, Ser. A
|
756,500(b)
|
55,581
|
DigitalBridge Group, Inc., Ser. H, 7.13%
|
1,051,037(b)
|
408,616
|
DigitalBridge Group, Inc., Ser. I, 7.15%
|
7,767,790(a)(b)
|
218,350
|
DigitalBridge Group, Inc., Ser. J, 7.13%
|
4,061,310(a)(b)
|
|
|
13,636,637
|
Regional Malls 0.1%
|
||
61,942
|
Pennsylvania Real Estate Investment Trust, Ser. C, 7.20%
|
120,787*(b)
|
Self Storage 7.2%
|
||
44,000
|
Public Storage, Ser. H, 5.60%
|
1,004,520(b)
|
18,000
|
Public Storage, Ser. I, 4.88%
|
354,060(b)
|
33,176
|
Public Storage, Ser. J, 4.70%
|
626,031(a)(b)
|
102,000
|
Public Storage, Ser. K, 4.75%
|
2,005,320(a)(b)
|
80,793
|
Public Storage, Ser. L, 4.63%
|
1,502,750(a)(b)
|
31,700
|
Public Storage, Ser. M, 4.13%
|
530,341(a)(b)
|
25,000
|
Public Storage, Ser. O, 3.90%
|
394,750(a)(b)
|
143,286
|
Public Storage, Ser. P, 4.00%
|
2,332,696(a)(b)
|
19,775
|
Public Storage, Ser. Q, 3.95%
|
315,807(b)
|
154,200
|
Public Storage, Ser. S, 4.10%
|
2,536,590(a)(b)
|
|
|
11,602,865
|
Shopping Centers 5.0%
|
||
59,331
|
Cedar Realty Trust, Inc., Ser. C, 6.50%
|
501,347(b)
|
55,600
|
Federal Realty Investment Trust, Ser. C, 5.00%
|
1,104,772(b)
|
23,369
|
Kimco Realty Corp., Ser. L, 5.13%
|
448,451(b)
|
50,425
|
Kimco Realty Corp., Ser. M, 5.25%
|
990,347(b)
|
83,523
|
Saul Centers, Inc., Ser. E, 6.00%
|
1,622,017(a)(b)
|
47,845
|
SITE Centers Corp., Ser. A, 6.38%
|
959,771(a)(b)
|
130,750
|
Urstadt Biddle Properties, Inc., Ser. K, 5.88%
|
2,386,187(a)(b)
|
|
|
8,012,892
|
Single Family Homes 2.3%
|
||
165,620
|
American Homes 4 Rent, Ser. G, 5.88%
|
3,640,327(a)(b)
|
Specialty 0.4%
|
||
36,008
|
EPR Properties, Ser. G, 5.75%
|
606,735(b)
|
Total Preferred Stocks (Cost $104,330,943)
|
76,939,795
|
*
|
Non-income producing security.
|
(a)
|
All or a portion of this security is pledged with the custodian in connection with the Fund's
loans payable
outstanding.
|
(b)
|
Perpetual security. Perpetual securities have no stated maturity date, but they may be
called/redeemed by
the issuer.
|
(c)
|
Value determined using significant unobservable inputs.
|
(d)
|
Security fair valued as of October 31, 2022 in accordance with procedures approved by the
valuation
designee. Total value of all such securities at October 31, 2022 amounted to $6,367,200, which
represents
4.0% of net assets applicable to common stockholders of the Fund.
|
(e)
|
Represents 7-day effective yield as of October 31, 2022.
|
Asset Valuation Inputs
|
Level 1
|
Level 2
|
Level 3(a)
|
Total
|
Investments:
|
|
|
|
|
Common Stocks#
|
$139,748,880
|
$—
|
$—
|
$139,748,880
|
Preferred Stocks
|
|
|
|
|
Office
|
4,671,369
|
—
|
6,367,200
|
11,038,569
|
Other Preferred Stocks#
|
65,901,226
|
—
|
—
|
65,901,226
|
Total Preferred Stocks
|
70,572,595
|
—
|
6,367,200
|
76,939,795
|
Master Limited Partnerships and Limited Partnerships#
|
2,552,636
|
—
|
—
|
2,552,636
|
Short-Term Investments
|
—
|
1,918,169
|
—
|
1,918,169
|
Total Investments
|
$212,874,111
|
$1,918,169
|
$6,367,200
|
$221,159,480
|
#
|
The Schedule of Investments provides information on the industry or sector categorization.
|
(a)
|
The following is a reconciliation between the beginning and ending balances of investments in
which
unobservable inputs (Level 3) were used in determining value:
|
(000's
omitted)
|
Beginning
balance as
of 11/1/2021
|
Accrued
discounts/
(premiums)
|
Realized
gain/(loss)
|
Change
in unrealized
appreciation/
(depreciation)
|
Purchases
|
Sales
|
Transfers
into
Level 3
|
Transfers
out of
Level 3
|
Balance
as of
10/31/2022
|
Net change in
unrealized
appreciation/
(depreciation)
from
investments
still held as of
10/31/2022
|
Investments in Securities:
|
||||||||||
Preferred Stocks(1)
|
$7,500
|
$—
|
$(4,358)
|
$3,225
|
$—
|
$—
|
$—
|
$—
|
$6,367
|
$(1,133)
|
Total
|
$7,500
|
$—
|
$(4,358)
|
$3,225
|
$—
|
$—
|
$—
|
$—
|
$6,367
|
$(1,133)
|
|
Real Estate
Securities Income
Fund Inc.
|
|
October 31, 2022
|
Assets
|
|
Investments in securities, at value* (Note
A)—see Schedule of Investments:
|
|
Unaffiliated issuers(a)
|
$221,159,480
|
Dividends and interest receivable
|
259,713
|
Receivable for securities sold
|
185,683
|
Prepaid expenses and other assets
|
5,668
|
Total Assets
|
221,610,544
|
Liabilities
|
|
Loans payable (Note A)
|
60,000,000
|
Distributions payable—common stock
|
62,310
|
Payable to investment manager (Note B)
|
116,769
|
Payable to administrator (Note B)
|
48,654
|
Payable to directors
|
13,251
|
Interest payable (Note A)
|
95,322
|
Other accrued expenses and payables
|
148,729
|
Total Liabilities
|
60,485,035
|
Net Assets applicable to Common Stockholders
|
$161,125,509
|
Net Assets applicable to Common Stockholders consist of:
|
|
Paid-in capital—common stock
|
$212,075,129
|
Total distributable earnings/(losses)
|
(50,949,620)
|
Net Assets applicable to Common Stockholders
|
$161,125,509
|
Shares of Common Stock Outstanding ($0.0001 par value; 999,978,880 shares
authorized)
|
47,455,806
|
Net Asset Value Per Share of Common Stock Outstanding
|
$3.40
|
*Cost of Investments:
|
|
(a) Unaffiliated issuers
|
$252,939,355
|
|
|
Real Estate
Securities Income
Fund Inc.
|
|
For the Fiscal
Year Ended
October 31, 2022
|
Investment Income:
|
|
Income (Note A):
|
|
Dividend income—unaffiliated issuers
|
$8,704,669
|
Interest and other income—unaffiliated issuers
|
18,208
|
Foreign taxes withheld
|
(2,186)
|
Total income
|
$8,720,691
|
Expenses:
|
|
Investment management fees (Note B)
|
1,729,454
|
Administration fees (Note B)
|
720,606
|
Audit fees
|
50,134
|
Custodian and accounting fees
|
62,235
|
Insurance
|
7,949
|
Legal fees
|
124,312
|
Stockholder reports
|
55,516
|
Stock exchange listing fees
|
8,566
|
Stock transfer agent fees
|
16,258
|
Directors' fees and expenses
|
43,529
|
Interest
|
1,665,501
|
Miscellaneous and other fees
|
7,276
|
Total expenses
|
4,491,336
|
Net investment income/(loss)
|
$4,229,355
|
Realized and Unrealized Gain/(Loss) on Investments (Note A):
|
|
Net realized gain/(loss) on:
|
|
Transactions in investment securities of unaffiliated issuers
|
5,661,644
|
Change in net unrealized appreciation/(depreciation) in value of:
|
|
Investment securities of unaffiliated issuers
|
(80,085,703)
|
Net gain/(loss) on investments
|
(74,424,059)
|
Net increase/(decrease) in net assets applicable to Common Stockholders resulting from
operations
|
$(70,194,704)
|
|
Real Estate Securities
Income Fund Inc.
|
|
|
Fiscal Year Ended
|
Fiscal Year Ended
|
|
October 31, 2022
|
October 31, 2021
|
Increase/(Decrease) in Net Assets Applicable to Common Stockholders:
|
|
|
From Operations (Note A):
|
|
|
Net investment income/(loss)
|
$4,229,355
|
$5,950,223
|
Net realized gain/(loss) on investments
|
5,661,644
|
(499,518)
|
Change in net unrealized appreciation/(depreciation) of investments
|
(80,085,703)
|
77,516,088
|
Net increase/(decrease) in net assets applicable to Common Stockholders resulting from
operations
|
(70,194,704)
|
82,966,793
|
Distributions to Common Stockholders From (Note A):
|
|
|
Distributable earnings
|
(5,899,759)
|
(6,978,362)
|
Tax return of capital
|
(11,864,748)
|
(11,612,787)
|
Total distributions to Common Stockholders
|
(17,764,507)
|
(18,591,149)
|
From Capital Share Transactions (Note D):
|
|
|
Proceeds from reinvestment of dividends and distributions
|
61,655
|
113,265
|
Net Increase/(Decrease) in Net Assets Applicable to Common Stockholders
|
(87,897,556)
|
64,488,909
|
Net Assets Applicable to Common Stockholders:
|
|
|
Beginning of year
|
249,023,065
|
184,534,156
|
End of year
|
$161,125,509
|
$249,023,065
|
|
Real Estate
Securities Income
Fund Inc.
|
|
For the
Fiscal Year Ended
October 31, 2022
|
Increase/(Decrease) in cash:
|
|
Cash flows from operating activities:
|
|
Net decrease in net assets applicable to Common Stockholders resulting from operations
|
$(70,194,704)
|
Adjustments to reconcile net increase in net assets applicable to Common Stockholders resulting
from
operations to net cash provided by operating activities:
|
|
Changes in assets and liabilities:
|
|
Purchase of investment securities
|
(74,122,906)
|
Proceeds from disposition of investment securities
|
98,759,831
|
Purchase/sale of short-term investment securities, net
|
(941,400)
|
Increase in dividends and interest receivable
|
(187,033)
|
Increase in prepaid expenses and other assets
|
(252)
|
Increase in receivable for securities sold
|
(2,558)
|
Increase in interest payable
|
7,701
|
Decrease in payable to investment manager
|
(40,855)
|
Decrease in payable to directors
|
(638)
|
Decrease in payable to administrator
|
(17,023)
|
Increase in other accrued expenses and payables
|
16,943
|
Unrealized depreciation on investment securities of unaffiliated issuers
|
80,085,703
|
Net realized gain from transactions in investment securities of unaffiliated issuers
|
(5,661,644)
|
Net cash provided by (used in) operating activities
|
$27,701,165
|
Cash flows from financing activities:
|
|
Cash distributions paid on common stock
|
(17,701,165)
|
Cash disbursements from repayment of loan
|
(10,000,000)
|
Net cash provided by (used in) financing activities
|
$(27,701,165)
|
Net increase/(decrease) in cash
|
—
|
Cash:
|
|
Cash and restricted cash at beginning of year
|
—
|
Cash and restricted cash at end of year
|
$—
|
Supplemental disclosure
|
|
Cash paid for interest
|
$1,657,800
|
|
Paid-in Capital
|
Total Distributable
Earnings/(Losses)
|
|
$(1,775,394)
|
$1,775,394
|
|
Distributions Paid From:
|
|||||||
|
Ordinary
Income
|
Long-Term
Capital Gain
|
Return of
Capital
|
Total
|
||||
|
2022
|
2021
|
2022
|
2021
|
2022
|
2021
|
2022
|
2021
|
|
$5,899,759
|
$6,978,362
|
$—
|
$—
|
$11,864,748
|
$11,612,787
|
$17,764,507
|
$18,591,149
|
|
Undistributed
Ordinary
Income
|
Undistributed
Long-Term
Capital Gain
|
Unrealized
Appreciation/
(Depreciation)
|
Loss
Carryforwards
and Deferrals
|
Other
Temporary
Differences
|
Total
|
|
$—
|
$—
|
$(35,968,534)
|
$(14,918,776)
|
$(62,310)
|
$(50,949,620)
|
Capital Loss Carryforwards
|
|
Long-Term
|
Short-Term
|
$12,174,088
|
$2,744,688
|
For the Year Ended October 31, 2022
|
For the Year Ended October 31, 2021
|
||
Stock Issued on
Reinvestment of
Dividends
and Distributions
|
Net Increase/
(Decrease)
In Common Stock
Outstanding
|
Stock Issued on
Reinvestment of
Dividends
and Distributions
|
Net Increase/
(Decrease)
In Common Stock
Outstanding
|
13,492
|
13,492
|
21,913
|
21,913
|
|
Year Ended October 31,
|
||||
|
2022
|
2021
|
2020
|
2019
|
2018
|
Common Stock Net Asset Value, Beginning of Year
|
$5.25
|
$3.89
|
$5.88
|
$5.06
|
$5.80
|
Income/(Loss) From Investment Operations Applicable to Common
Stockholders:
|
|
|
|
|
|
Net Investment Income/(Loss)a
|
0.09
|
0.13
|
0.11
|
0.22
|
0.15
|
Net Gains or (Losses) on Securities (both realized and unrealized)
|
(1.57)
|
1.62
|
(1.62)
|
1.08
|
(0.35)
|
Total From Investment Operations Applicable to Common
Stockholders
|
(1.48)
|
1.75
|
(1.51)
|
1.30
|
(0.20)
|
Less Distributions to Common Stockholders From:
|
|
|
|
|
|
Net Investment Income
|
(0.12)
|
(0.15)
|
(0.15)
|
(0.21)
|
(0.21)
|
Tax Return of Capital
|
(0.25)
|
(0.24)
|
(0.33)
|
(0.27)
|
(0.33)
|
Total Distributions to Common Stockholders
|
(0.37)
|
(0.39)
|
(0.48)
|
(0.48)
|
(0.54)
|
Common Stock Net Asset Value, End of Year
|
$3.40
|
$5.25
|
$3.89
|
$5.88
|
$5.06
|
Common Stock Market Value, End of Year
|
$3.36
|
$5.02
|
$3.70
|
$5.58
|
$4.69
|
Total Return, Common Stock Net Asset Valueb
|
(29.49)%
|
46.70%c
|
(25.65)%
|
27.80%
|
(2.90)%
|
Total Return, Common Stock Market Valueb
|
(27.12)%
|
47.48%c
|
(25.48)%
|
30.85%
|
(5.60)%
|
Supplemental Data/Ratios
|
|
|
|
|
|
Net Assets Applicable to Common Stockholders, End of Year (in millions)
|
$161.1
|
$249.0
|
$184.5
|
$278.8
|
$240.1
|
Ratios are Calculated Using Average Net Assets
Applicable to Common Stockholders
|
|
|
|
|
|
Ratio of Gross Expensesd
|
2.06%
|
1.69%
|
2.16%
|
2.75%
|
2.91%
|
Ratio of Net Expensesd
|
2.06%
|
1.69%
|
2.16%
|
2.75%
|
2.91%
|
Ratio of Net Investment Income/(Loss)
|
1.94%
|
2.61%
|
2.40%
|
4.12%
|
2.88%
|
Portfolio Turnover Rate
|
27%
|
22%
|
21%
|
3%
|
12%
|
Loans Payable (in millions)
|
$60.0
|
$70.0
|
$45.0
|
$100.0
|
$100.0e
|
Asset Coverage Per $1,000 of Loans Payablef
|
$3,687
|
$4,559
|
$5,103
|
$3,788
|
$3,402
|
|
a
|
Calculated based on the average number of shares of common stock outstanding during each fiscal
period.
|
b
|
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.
|
c
|
Had the Fund not received class action proceeds in 2021, total return based on per share NAV for
the year
ended October 31, 2021 would have been 45.59%.
|
d
|
Interest expense is included in expense ratios. The annualized ratios of interest expense to
average net
assets applicable to common stockholders were:
|
Year Ended October 31,
|
||||
2022
|
2021
|
2020
|
2019
|
2018
|
0.76%
|
0.48%
|
0.92%
|
1.39%
|
1.51%
|
e
|
Net of unamortized deferred issuance costs. The unamortized deferred issuance costs for the year
ended
October 31, 2018 were $30,482.
|
f
|
Calculated by subtracting the Fund’s total liabilities (excluding loans payable and accumulated
unpaid
interest on loans payable) from the Fund’s total assets and dividing by the outstanding loans
payable
balance.
|
Position(s)
and Length of
Time Served(2)
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Director
|
Other Directorships Held
Outside Fund Complex by
Director(3)
|
|
CLASS I
|
||||
Independent Directors
|
||||
Marc Gary (1952)
|
Director since
2015
|
Executive Vice Chancellor
Emeritus, The Jewish
Theological Seminary, since
2020; formerly, Executive
Vice Chancellor and Chief
Operating Officer, Jewish
Theological Seminary, 2012
to 2020; formerly, Executive
Vice President and General
Counsel, Fidelity
Investments, 2007 to
2012;formerly, Executive
Vice President and General
Counsel, BellSouth
Corporation, 2004 to 2007;
formerly, Vice President and
Associate General Counsel,
BellSouth Corporation, 2000
to 2004; formerly, Associate,
Partner, and National
Litigation Practice Co-Chair,
Mayer, Brown LLP, 1981 to
2000; formerly, Associate
Independent Counsel, Office
of Independent Counsel,
1990 to 1992.
|
50
|
Chair and Director, USCJ
Supporting Foundation,
since 2021; Director, UJA
Federation of Greater New
York, since 2019; Trustee,
The Jewish Theological
Seminary, since 2015;
formerly, Director, Legility,
Inc. (privately held for-profit
company), 2012 to 2021;
Director, Lawyers Committee
for Civil Rights Under Law
(not-for-profit), since 2005;
formerly, Director, Equal
Justice Works
(not-for-profit), 2005 to
2014; formerly, Director,
Corporate Counsel Institute,
Georgetown University Law
Center, 2007 to 2012;
formerly, Director, Greater
Boston Legal Services
(not-for-profit), 2007 to
2012.
|
Name, (Year of Birth),
and Address(1)
|
Position(s)
and Length of
Time Served(2)
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Director
|
Other Directorships Held
Outside Fund Complex by
Director(3)
|
Michael M. Knetter (1960)
|
Director since
2007
|
President and Chief
Executive Officer, University
of Wisconsin Foundation,
since 2010; formerly, Dean,
School of Business,
University of Wisconsin -
Madison; formerly, Professor
of International Economics
and Associate Dean, Amos
Tuck School of Business -
Dartmouth College, 1998 to
2002.
|
50
|
Director, 1 William Street
Credit Income Fund, since
2018; Board Member,
American Family Insurance (a
mutual company, not
publicly traded), since March
2009; formerly, Trustee,
Northwestern Mutual
Series Fund, Inc., 2007 to
2011; formerly, Director,
Wausau Paper, 2005 to
2011; formerly, Director,
Great Wolf Resorts, 2004 to
2009.
|
Tom D. Seip (1950)
|
Director since
2003;
Chairman of
the Board since
2008; formerly
Lead
Independent
Director from
2006 to 2008
|
Formerly, Managing
Member, Ridgefield
Farm LLC (a private
investment vehicle), 2004 to
2016; formerly, President
and CEO, Westaff, Inc.
(temporary staffing), May
2001 to January 2002;
formerly, Senior Executive,
The Charles Schwab
Corporation, 1983 to 1998,
including Chief Executive
Officer, Charles Schwab
Investment Management,
Inc.; Trustee, Schwab Family
of Funds and Schwab
Investments, 1997 to 1998;
and Executive Vice
President-Retail Brokerage,
Charles Schwab & Co., Inc.,
1994 to 1997.
|
50
|
Trustee, University of
Maryland, Shore Regional
Health System, since 2020;
formerly, Director, H&R
Block, Inc. (tax services
company), 2001 to 2018;
formerly, Director, Talbot
Hospice Inc., 2013 to 2016;
formerly, Chairman,
Governance and Nominating
Committee, H&R Block, Inc.,
2011 to 2015; formerly,
Chairman, Compensation
Committee, H&R Block, Inc.,
2006 to 2010; formerly,
Director, Forward
Management, Inc. (asset
management company),
1999 to 2006.
|
Name, (Year of Birth),
and Address(1)
|
Position(s)
and Length of
Time Served(2)
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Director
|
Other Directorships Held
Outside Fund Complex by
Director(3)
|
CLASS II
|
||||
Independent Directors
|
||||
Michael J. Cosgrove (1949)
|
Director since
2015
|
President, Carragh
Consulting USA, since 2014;
formerly, Executive, General
Electric Company, 1970 to
2014, including President,
Mutual Funds and Global
Investment Programs, GE
Asset Management, 2011 to
2014, President and Chief
Executive Officer, Mutual
Funds and Intermediary
Business, GE Asset
Management, 2007 to
2011, President, Institutional
Sales and Marketing, GE
Asset Management, 1998 to
2007, and Chief Financial
Officer, GE Asset
Management, and Deputy
Treasurer, GE Company,
1988 to 1993.
|
50
|
Director, America Press, Inc.
(not-for-profit Jesuit
publisher), 2015 to 2021;
formerly, Director, Fordham
University, 2001 to 2018;
formerly, Director, The
Gabelli Go Anywhere Trust,
June 2015 to June 2016;
formerly, Director, Skin
Cancer Foundation
(not-for-profit), 2006 to
2015; formerly, Director, GE
Investments Funds, Inc.,
1997 to 2014; formerly,
Trustee, GE Institutional
Funds, 1997 to 2014;
formerly, Director, GE Asset
Management, 1988 to
2014; formerly, Director,
Elfun Trusts, 1988 to 2014;
formerly, Trustee, GE Pension
& Benefit Plans, 1988 to
2014; formerly, Member of
Board of Governors,
Investment Company
Institute.
|
Name, (Year of Birth),
and Address(1)
|
Position(s)
and Length of
Time Served(2)
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Director
|
Other Directorships Held
Outside Fund Complex by
Director(3)
|
Deborah C. McLean (1954)
|
Director since
2015
|
Member, Circle Financial
Group (private wealth
management membership
practice), since 2011;
Managing Director, Golden
Seeds LLC (an angel
investing group), since 2009;
Adjunct Professor (Corporate
Finance), Columbia
University School of
International and Public
Affairs, since 2008; formerly,
Visiting Assistant Professor,
Fairfield University, Dolan
School of Business, Fall
2007; formerly, Adjunct
Associate Professor of
Finance, Richmond, The
American International
University in London, 1999
to 2007.
|
50
|
Board member, The
Maritime Aquarium at
Norwalk, since 2020; Board
member, Norwalk
Community College
Foundation, since 2014;
Dean’s Advisory Council,
Radcliffe Institute for
Advanced Study, since 2014;
formerly, Director and
Treasurer, At Home in Darien
(not-for-profit), 2012 to
2014; formerly, Director,
National Executive Service
Corps (not-for-profit), 2012
to 2013; formerly, Trustee,
Richmond, The American
International University in
London, 1999 to 2013.
|
George W. Morriss (1947)
|
Director since
2007
|
Formerly, Adjunct Professor,
Columbia University School
of International and Public
Affairs, from 2012 to 2018;
formerly, Executive Vice
President and Chief Financial
Officer, People's United
Bank, Connecticut (a
financial services company),
1991 to 2001.
|
50
|
Director, 1 WS Credit Income
Fund; Chair, Audit
Committee, since 2018;
Director and Chair, Thrivent
Church Loan and Income
Fund, since 2018; formerly,
Trustee, Steben Alternative
Investment Funds, Steben
Select Multi-Strategy Fund,
and Steben Select
Multi-Strategy Master Fund,
2013 to 2017; formerly,
Treasurer, National
Association of Corporate
Directors, Connecticut
Chapter, 2011 to 2015;
formerly, Manager, Larch
Lane Multi-Strategy Fund
complex (which consisted of
three funds), 2006 to 2011;
formerly, Member, NASDAQ
Issuers’ Affairs Committee,
1995 to 2003.
|
Name, (Year of Birth),
and Address(1)
|
Position(s)
and Length of
Time Served(2)
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Director
|
Other Directorships Held
Outside Fund Complex by
Director(3)
|
CLASS III
|
||||
Independent Directors
|
||||
Martha C. Goss (1949)
|
Director since
2007
|
President, Woodhill
Enterprises Inc./Chase
Hollow Associates LLC
(personal investment
vehicle), 2006 to 2020;
formerly, Consultant,
Resources Global
Professionals (temporary
staffing), 2002 to 2006;
formerly, Chief Financial
Officer, Booz-Allen &
Hamilton, Inc., 1995 to
1999; formerly, Enterprise
Risk Officer, Prudential
Insurance, 1994 to1995;
formerly, President,
Prudential Asset
Management Company,
1992 to 1994; formerly,
President, Prudential Power
Funding (investments in
electric and gas utilities and
alternative energy projects),
1989 to 1992; formerly,
Treasurer, Prudential
Insurance Company, 1983 to
1989.
|
50
|
Director, American Water
(water utility), since 2003;
Director, Allianz Life of New
York (insurance), since 2005;
formerly, Director, Berger
Group Holdings, Inc.
(engineering consulting
firm), from 2013 to 2018;
formerly, Director, Financial
Women’s Association of
New York (not-for-profit
association), from 1987 to
1996, 2003 to 2019; ;
Trustee Emerita, Brown
University, since 1998;
Director, Museum of
American Finance
(not-for-profit), since 2013;
formerly, Non-Executive
Chair and Director, Channel
Reinsurance (financial
guaranty reinsurance), 2006
to 2010; formerly, Director,
Ocwen Financial Corporation
(mortgage servicing), 2005
to 2010; formerly, Director,
Claire’s Stores, Inc. (retailer),
2005 to 2007; formerly,
Director, Parsons
Brinckerhoff Inc.
(engineering consulting
firm), 2007 to 2010;
formerly, Director, Bank
Leumi (commercial bank),
2005 to 2007; formerly,
Advisory Board Member,
Attensity (software
developer), 2005 to 2007;
formerly, Director of Foster
Wheeler Manufacturing,
1994 to 2004; formerly
Director Dexter Corp.,
(Manufacturer of
Non-Wovens, Plastics, and
Medical Supplies), 1992 to
2001.
|
Position(s)
and Length of
Time Served(2)
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Director
|
Other Directorships Held
Outside Fund Complex by
Director(3)
|
|
James G. Stavridis (1955)
|
Director since
2015
|
Vice Chairman Global
Affairs, The Carlyle Group,
since 2018; Commentator,
NBC News, since 2015;
formerly, Dean, Fletcher
School of Law and
Diplomacy, Tufts University,
2013 to 2018; formerly,
Admiral, United States Navy,
1976 to 2013, including
Supreme Allied Commander,
NATO and Commander,
European Command, 2009
to 2013, and Commander,
United States Southern
Command, 2006 to 2009.
|
50
|
Director, Fortinet
(cybersecurity), since 2021;
Director, Ankura, since 2020;
Director, Vigor Shipyard,
since 2019; Director,
Rockefeller Foundation,
since 2018; Director,
American Water (water
utility), since 2018; Director,
NFP Corp. (insurance broker
and consultant), since 2017;
Director, Onassis Foundation,
since 2014; Director, Michael
Baker International
(construction) since 2014;
Director, Vertical Knowledge,
LLC, since 2013; formerly,
Director, U.S. Naval Institute,
2014 to 2019; formerly,
Director, Navy Federal Credit
Union, 2000-2002; formerly,
Director, BMC Software
Federal, LLC, 2014-2019.
|
Name, (Year of Birth),
and Address(1)
|
Position(s)
and Length of
Time Served(2)
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Director
|
Other Directorships Held
Outside Fund Complex by
Director(3)
|
Director who is an "Interested Person"
|
||||
Joseph V. Amato* (1962)
|
Chief Executive
Officer and
President since
2018 and
Director since
2009
|
President and Director,
Neuberger Berman
Group LLC, since 2009;
President and Chief
Executive Officer, Neuberger
Berman BD LLC and
Neuberger Berman
Holdings LLC (including its
predecessor, Neuberger
Berman Inc.), since 2007;
Chief Investment Officer
(Equities) and President
(Equities), NBIA (formerly,
Neuberger Berman Fixed
Income LLC and including
predecessor entities), since
2007, and Board Member of
NBIA since 2006; formerly,
Global Head of Asset
Management of Lehman
Brothers Holdings Inc.’s
(“LBHI”) Investment
Management Division, 2006
to 2009; formerly, member
of LBHI’s Investment
Management Division’s
Executive Management
Committee, 2006 to 2009;
formerly, Managing Director,
Lehman Brothers Inc.
("LBI"), 2006 to 2008;
formerly, Chief Recruiting
and Development Officer,
LBI, 2005 to 2006; formerly,
Global Head of LBI’s Equity
Sales and a Member of its
Equities Division Executive
Committee, 2003 to 2005;
President and Chief
Executive Officer, twelve
registered investment
companies for which NBIA
acts as investment manager
and/or administrator.
|
50
|
Member of Board of
Advisors, McDonough
School of Business,
Georgetown University, since
2001; Member of New York
City Board of Advisors, Teach
for America, since 2005;
Trustee, Montclair Kimberley
Academy (private school),
since 2007; Member of
Board of Regents,
Georgetown University, since
2013.
|
Name, (Year of Birth), and
Address(1)
|
Position(s) and
Length of Time
Served(2)
|
Principal Occupation(s)(3)
|
Claudia A. Brandon (1956)
|
Executive Vice
President since
2008 and
Secretary since
2003
|
Senior Vice President, Neuberger Berman, since 2007 and Employee since
1999; Senior Vice President, NBIA, since 2008 and Assistant Secretary since
2004; formerly, Vice President, Neuberger Berman, 2002 to 2006; formerly,
Vice President — Mutual Fund Board Relations, NBIA, 2000 to 2008;
formerly, Vice President, NBIA, 1986 to 1999 and Employee, 1984 to 1999;
Executive Vice President and Secretary, thirty-three registered investment
companies for which NBIA acts as investment manager and/or
administrator.
|
Agnes Diaz (1971)
|
Vice President
since 2013
|
Senior Vice President, Neuberger Berman, since 2012; Senior Vice
President, NBIA, since 2012 and Employee since 1996; formerly, Vice
President, Neuberger Berman, 2007 to 2012; Vice President, twelve
registered investment companies for which NBIA acts as investment
manager and/or administrator.
|
Anthony DiBernardo (1979)
|
Assistant
Treasurer since
2011
|
Senior Vice President, Neuberger Berman, since 2014; Senior Vice
President, NBIA, since 2014, and Employee since 2003; formerly, Vice
President, Neuberger Berman, 2009 to 2014; Assistant Treasurer, twelve
registered investment companies for which NBIA acts as investment
manager and/or administrator.
|
Savonne L. Ferguson (1973)
|
Chief
Compliance
Officer since
2018
|
Senior Vice President, Chief Compliance Officer (Mutual Funds) and
Associate General Counsel, NBIA, since November 2018; formerly, Vice
President T. Rowe Price Group, Inc. (2018), Vice President and Senior Legal
Counsel, T. Rowe Price Associates, Inc. (2014-2018), Vice President and
Director of Regulatory Fund Administration, PNC Capital Advisors, LLC
(2009-2014), Secretary, PNC Funds and PNC Advantage Funds
(2010-2014); Chief Compliance Officer, thirty-three registered investment
companies for which NBIA acts as investment manager and/or
administrator.
|
Corey A. Issing (1978)
|
Chief Legal
Officer since
2016 (only for
purposes of
sections 307 and
406 of the
Sarbanes-Oxley
Act of 2002)
|
General Counsel— Mutual Funds since 2016 and Managing Director, NBIA,
since 2017; formerly, Associate General Counsel (2015 to 2016), Counsel
(2007 to 2015), Senior Vice President (2013-2016), Vice President (2009 —
2013); Chief Legal Officer (only for purposes of sections 307 and 406 of
the Sarbanes-Oxley Act of 2002), thirty-three registered investment
companies for which NBIA acts as investment manager and/or
administrator.
|
Sheila R. James (1965)
|
Assistant
Secretary since
2003
|
Vice President, Neuberger Berman, since 2008 and Employee since 1999;
Vice President, NBIA, since 2008; formerly, Assistant Vice President,
Neuberger Berman, 2007; Employee, NBIA, 1991 to 1999; Assistant
Secretary, thirty-three registered investment companies for which NBIA acts
as investment manager and/or administrator.
|
Name, (Year of Birth), and
Address(1)
|
Position(s) and
Length of Time
Served(2)
|
Principal Occupation(s)(3)
|
Brian Kerrane (1969)
|
Chief Operating
Officer since
2015 and Vice
President since
2008
|
Managing Director, Neuberger Berman, since 2013; Chief Operating
Officer — Mutual Funds and Managing Director, NBIA, since 2015;
formerly, Senior Vice President, Neuberger Berman, 2006 to 2014; Vice
President, NBIA, 2008 to 2015 and Employee since 1991; Chief Operating
Officer, twelve registered investment companies for which NBIA acts as
investment manager and/or administrator; Vice President, thirty-three
registered investment companies for which NBIA acts as investment
manager and/or administrator.
|
Anthony Maltese (1959)
|
Vice President
since 2015
|
Senior Vice President, Neuberger Berman, since 2014 and Employee since
2000; Senior Vice President, NBIA, since 2014; Vice President, twelve
registered investment companies for which NBIA acts as investment
manager and/or administrator.
|
Josephine Marone (1963)
|
Assistant
Secretary since
2017
|
Senior Paralegal, Neuberger Berman, since 2007 and Employee since 2007;
Assistant Secretary, thirty-three registered investment companies for which
NBIA acts as investment manager and/or administrator.
|
Owen F. McEntee, Jr. (1961)
|
Vice President
since 2008
|
Vice President, Neuberger Berman, since 2006; Vice President, NBIA, since
2006 and Employee since 1992; Vice President, twelve registered
investment companies for which NBIA acts as investment manager and/or
administrator.
|
John M. McGovern (1970)
|
Treasurer and
Principal
Financial and
Accounting
Officer since
2005
|
Managing Director, Neuberger Berman, since 2022; Senior Vice President,
Neuberger Berman, 2007 to 2021; Senior Vice President, NBIA, since 2007
and Employee since 1993; formerly, Vice President, Neuberger Berman,
2004 to 2006; formerly, Assistant Treasurer, 2002 to 2005; Treasurer and
Principal Financial and Accounting Officer, twelve registered investment
companies for which NBIA acts as investment manager and/or
administrator.
|
Frank Rosato (1971)
|
Assistant
Treasurer since
2005
|
Vice President, Neuberger Berman, since 2006; Vice President, NBIA, since
2006 and Employee since 1995; Assistant Treasurer, twelve registered
investment companies for which NBIA acts as investment manager and/or
administrator.
|
(a)
|
The complete schedule of investments for the Registrant is disclosed in the Registrant’s Annual Report, which is included as Item 1 of this Form N-CSR.
|
(b)
|
Not applicable.
|
Type of Account
|
Number of Accounts
Managed
|
Total Assets
Managed
($ millions)
|
Number of Accounts
Managed for which
Advisory Fee is
Performance-Based
|
Assets Managed for
which Advisory Fee is
Performance-Based
($ millions)
|
Steve S. Shigekawa
|
||||
Registered Investment Companies*
|
2
|
$974
|
0
|
$0
|
Other Pooled Investment Vehicles**
|
13
|
$1,117
|
0
|
$0
|
Other Accounts***
|
25
|
$100
|
0
|
$0
|
Brian Jones
|
||||
Registered Investment Companies*
|
2
|
$974
|
0
|
$0
|
Other Pooled Investment Vehicles**
|
13
|
$1,117
|
0
|
$0
|
Other Accounts***
|
25
|
$100
|
0
|
$0
|
*
|
Registered Investment Companies include: Mutual Funds.
|
**
|
A portion of certain accounts may be managed by other portfolio managers; however, the total assets of such accounts are included above even though the portfolio
manager listed above is not involved in the day-to-day management of the entire account.
|
***
|
Other Accounts include: Institutional Separate Accounts, Sub-Advised Accounts and Managed Accounts (WRAP Accounts).
|
(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.
|
(a) |
The Fund did not engage in any securities lending activity during its most recent fiscal year.
|
(b) |
The Fund 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.
|
(a)(1) |
(a)(2) |
(a)(3) |
Not applicable to the Registrant.
|
(a)(4) |
Not applicable to the Registrant.
|
(b) |
By: |
/s/ Joseph V. Amato |
|
Joseph V. Amato |
|
Chief Executive Officer and President |
By: |
/s/ Joseph V. Amato |
|
Joseph V. Amato |
|
Chief Executive Officer and President |
By: |
/s/ John M. McGovern |
|
John M. McGovern |
|
Treasurer and Principal Financial
and Accounting Officer
|
Date: January 5, 2023 | By: |
/s/ Joseph V. Amato |
|
Joseph V. Amato | |
|
Chief Executive Officer and President |
Date: January 5, 2023 | By: |
/s/ John M. McGovern |
|
John M. McGovern | |
|
Treasurer and Principal Financial
and Accounting Officer
|
1. |
The Registrant’s periodic report on Form N-CSR for the period ended October 31, 2022, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (15 U.S.C. Section 78m(a) or 78o(d)); and
|
2. |
The information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
/s/ Joseph V. Amato
Joseph V. Amato
Chief Executive Officer and President
/s/ John M. McGovern
John M. McGovern
Treasurer and Principal Financial
and Accounting Officer
|
|