PROSPECTUS SUMMARY
|
1
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SUMMARY OF FUND EXPENSES
|
12
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FINANCIAL HIGHLIGHTS
|
13
|
THE FUND
|
14
|
THE OFFERING
|
14
|
USE OF PROCEEDS
|
15
|
INVESTMENT OBJECTIVES AND POLICIES
|
15
|
PORTFOLIO COMPOSITION
|
16
|
USE OF LEVERAGE AND RELATED RISKS
|
19
|
INTEREST RATE TRANSACTIONS
|
21
|
RISK FACTORS
|
23
|
MANAGEMENT OF THE FUND
|
37
|
PORTFOLIO TRANSACTIONS
|
38
|
NET ASSET VALUE OF COMMON STOCK
|
38
|
DISTRIBUTIONS
|
40
|
CLOSED-END FUND STRUCTURE
|
41
|
DISTRIBUTION REINVESTMENT PLAN
|
41
|
DESCRIPTION OF CAPITAL STRUCTURE
|
43
|
REPURCHASE OF COMMON STOCK; TENDER OFFERS; CONVERSION TO OPEN-END FUND
|
48
|
TAX MATTERS
|
49
|
ANTI-TAKEOVER PROVISIONS IN THE ARTICLES OF INCORPORATION
|
52
|
CUSTODIAN, DIVIDEND PAYING AGENT, TRANSFER AGENT AND REGISTRAR
|
54
|
PLAN OF DISTRIBUTION
|
55
|
LEGAL OPINIONS
|
56
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
56
|
ADDITIONAL INFORMATION
|
56
|
TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION
|
57
|
Stockholder Transaction Expenses | | | |
Sales load(1) | | | % |
Offering expenses(1) | | | % |
Distribution Reinvestment Plan fees(2) | | | % |
| | Estimated annual expenses (as a percentage of net assets attributable to | |
| | Common Stock) | |
| | | |
Management fees(3) | | 1.12 | % |
Interest expenses(4) | | 0.76 | % |
Other expenses | | 0.18 | % |
Total annual fund operating expenses | | 2.06 | % |
(1) | If shares of Common Stock are sold to or through underwriters, the Prospectus Supplement will set forth any applicable sales load and the estimated offering expenses. Fund Stockholders will pay all offering expenses involved with an offering. |
(2) | The Plan Agent’s fees for the handling of the reinvestment of distributions will be paid by the Fund. However, you will pay brokerage charges if you direct the Plan Agent to sell your Common Stock held in a distribution reinvestment account. See “Distribution Reinvestment Plan.” |
(3) | The Adviser receives a management fee payable on a monthly basis at an annual rate of 0.60% of the Fund’s average daily Managed Assets for investment advisory services. In addition, the Adviser receives a fee payable on a monthly basis at an annual rate of 0.25% of the Fund’s average daily Managed Assets for administrative services. |
(4) | Reflects leverage, in the form of borrowings under the Credit Facility, in an amount equal to approximately 27.1% of the Fund’s Managed Assets as of October 31, 2022. The interest expense borne by the Fund will vary over time in accordance with the level of the Fund’s use of leverage and variations in market interest rates. Interest expense is required to be treated as an expense of the Fund for accounting purposes. |
1 Year | | 3 Years | | 5 Years | | 10 Years | | ||||
$ | 21 | | $ | 65 | | $ | 111 | | $ | 239 | |
Year | Class of Senior Securities | Total Amount Outstanding(1) | Asset Coverage Per Unit(2) | Involuntary Liquidating Preference Per Unit(3) | Average Market Value Per Unit(4) |
October 31, 2022 | Loans Payable | $60,000,000 | $3,687 | | |
October 31, 2021 | Loans Payable | $70,000,000 | $4,559 | | |
October 31, 2020 | Loans Payable | $45,000,000 | $5,103 | | |
October 31, 2019 | Loans Payable | $100,000,000 | $3,788 | | |
October 31, 2018 | Loans Payable | $100,000,000 | $3,402 | | |
October 31, 2017 | Loans Payable | $125,000,000 | $3,201 | | |
October 31, 2016 | Loans Payable | $100,000,000 | $4,577 | | |
Mandatory Redeemable Preferred Shares, Series A | $25,000,000 | $357,685 | $25,000 | | |
October 31, 2015 | Loans Payable | $100,000,000 | $4,459 | | |
Mandatory Redeemable Preferred Shares, Series A | $25,000,000 | $345,928 | $25,000 | | |
October 31, 2014 | Loans Payable | $100,000,000 | $4,655 | | |
Mandatory Redeemable Preferred Shares, Series A | $25,000,000 | $365,519 | $25,000 | | |
October 31, 2013 | Loans Payable | $80,000,000 | $5,112 | | |
Mandatory Redeemable Preferred Shares, Series A | $25,000,000 | $328,999 | $25,000 | |
(1) | Total amount of each class of senior securities outstanding at the end of the period presented. |
(2) | The asset coverage ratio for the Loans Payable is calculated by subtracting the Fund’s total liabilities and indebtedness not represented by senior securities from the Fund’s total assets, dividing the result by the aggregate amount of the Fund’s senior securities representing indebtedness then outstanding, and then multiplying by $1,000. The asset coverage ratio for the Mandatory Redeemable Preferred Shares is calculated as the Fund’s total assets, less all liabilities (excluding the liquidation preference of Mandatory Redeemable Preferred Shares and accumulated unpaid distributions on Mandatory Redeemable Preferred Shares), divided by the number of Mandatory Redeemable Preferred Shares outstanding.. With respect to the Mandatory Redeemable Preferred Shares, the asset coverage per unit figure is expressed in terms of dollar amounts per share of the outstanding Mandatory Redeemable Preferred Shares. |
(3) | The amount to which a holder of Mandatory Redeemable Preferred Shares would be entitled upon the involuntary liquidation of the Fund in preference to the holder of any class of security with a junior ranking. |
(4) | Not applicable, as senior securities are not registered for public trading. |
Assumed portfolio return (net of expenses) | | (10 | )% | (5 | )% | 0 | % | 5 | % | 10 | % |
| | | | | | | | | | | |
Corresponding Common Stock return assuming 27.1% of Managed Assets leveraged through the Credit Facility | | -14.98 | % | -8.13 | % | -1.27 | % | 5.58 | % | 12.44 | % |
•
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declines in the value of real estate;
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•
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general and local economic conditions;
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•
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unavailability of mortgage funds or financing;
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•
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overbuilding;
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•
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extended vacancies of properties;
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•
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lower occupancy rates and reduced demand for commercial and certain residential real estate, including as a result of “work-from-home” and hybrid work environment trends following the COVID-19 pandemic;
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•
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increased competition;
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•
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increases in property taxes and operating expenses;
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•
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changes in zoning laws;
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•
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losses due to environmental liabilities;
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•
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limitations on, or unavailability of, insurance on economic terms;
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•
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liability to third parties for damages resulting from environmental problems;
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•
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casualty or condemnation losses;
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•
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limitations on rents;
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•
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changes in neighborhood values and the appeal of properties to tenants;
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•
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social unrest and civil disturbances, epidemics, pandemics or other public crises;
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•
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changes in valuation due to the impact of terrorist incidents on a particular property or area, or on a segment of the economy; and
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•
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changes in interest rates.
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Title of Class | | Amount Authorized | | Amount Held by the Fund or for its Account | | Amount Outstanding Exclusive of Common Stock Held by the Fund or for its Own Account |
| | | | | | |
Common Stock | | 999,978,880 | | 0 | | 47,455,806 |
Mandatory Redeemable Preferred Shares, Series A | 1,500 | 0 | 0 | |||
Series A Auction Preferred Shares | 2,625 | 0 | 0 | |||
Series B Auction Preferred Shares | 2,280 | 0 | 0 | |||
Series C Auction Preferred Shares | 2,625 | 0 | 0 | |||
Series D Auction Preferred Shares | 2,280 | 0 | 0 | |||
Series E Auction Preferred Shares | 2,280 | 0 | 0 | |||
Series F Auction Preferred Shares | 2,280 | 0 | 0 | |||
Series G Auction Preferred Shares | 2,625 | 0 | 0 | |||
Series H Auction Preferred Shares | 2,625 | 0 | 0 |
| | NYSE American Market Price(1) | | NAV per share on Date of NYSE American Market Price(1) | | Market Premium/(Discount) to NAV per share on Date of NYSE American Market Price(1) | ||||||||||
Quarter Ended(2) | | High | | Low | | High | | Low | | High | | Low | ||||
| | | | | | | | | | | | | ||||
January 31, 2023 | | $ | 3.64 | | $ | 3.05 | | $ | 3.67 | | $ | 3.35 | | -0.82% | -8.96% | |
October 31, 2022 | | $ | 4.41 | | $ | 3.16 | | $ | 4.59 | | $ | 3.23 | | -3.92% | -2.17% | |
July 31, 2022 | | $ | 4.76 | | $ | 3.85 | | $ | 4.70 | | $ | 3.92 | | 1.28% | -1.77% | |
April 30, 2022 | | $ | 5.04 | | $ | 4.41 | | $ | 5.12 | | $ | 4.71 | | -1.56% | -6.37% | |
January 31, 2022 | | $ | 5.27 | | $ | 4.69 | | $ | 5.48 | | $ | 4.95 | | -3.83% | -5.25% | |
October 31, 2021 | | $ | 5.26 | | $ | 4.80 | | $ | 5.33 | | $ | 5.00 | | -1.31% | -4.00% | |
July 31, 2021 | | $ | 5.20 | | $ | 4.55 | | $ | 5.23 | | $ | 4.76 | | -0.57% | -4.41% | |
April 30, 2021 | | $ | 4.79 | | $ | 4.21 | | $ | 4.99 | | $ | 4.51 | | -4.01% | -6.65% | |
January 31, 2021 | | $ | 4.53 | | $ | 3.70 | | $ | 4.42 | | $ | 3.89 | | 2.49% | -4.88% |
(1) | Source: Bloomberg |
(2) | Data presented are with respect to a short period of time and are not indicative of future performance. |
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●
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the period of time the offering would remain open (which will be open a minimum number of days such that all record holders would be eligible to participate in the offering and will not be open longer than 120 days);
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the title of such subscription rights;
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the exercise price for such subscription rights (or method of calculation thereof);
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the number of such subscription rights issued in respect of each share of common stock;
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●
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the extent to which such subscription rights are transferable and the market on which they may be traded if they are transferable;
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●
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if applicable, a discussion of the material U.S. federal income tax considerations applicable to the issuance or exercise of such subscription rights;
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●
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the date on which the right to exercise such subscription rights will commence, and the date on which such right will expire (subject to any extension);
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the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription privilege;
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●
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any termination right we may have in connection with such subscription rights offering; and
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any other terms of such subscription rights, including exercise, settlement and other procedures and limitations relating to the transfer and exercise of such subscription rights.
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1. |
Merger, consolidation or statutory share exchange of the Fund with or into any other corporation or entity, including a trust;
|
2. |
Issuance of any securities of the Fund to any Principal Stockholder for cash, except as part of an offering in which the Principal Stockholder has no special right to participate as compared to (1) other holders of the same class of
stock, or (2) investors at large;
|
3. |
Sale, lease, or exchange of all or any substantial part of the assets of the Fund to any Principal Stockholder (except assets having an aggregate fair market value of less than $1,000,000, aggregating for the purposes of such computation
all assets sold, leased, or exchanged in any series of similar transactions within a twelve-month period);
|
4. |
Sale, lease, or exchange to the Fund, in exchange for securities of the Fund, of any assets of any Principal Stockholder (except assets having an aggregate fair market value of less than $1,000,000, aggregating for the purposes of such
computation all assets sold, leased, or exchanged in any series of similar transactions within a twelve-month period);
|
5. |
The conversion of the Fund from a closed-end investment company to an open-end investment company;
|
6. |
A change in the nature of the business of the Fund so that it would no longer be an investment company registered under the 1940 Act; or
|
7. |
The dissolution or liquidation of the Fund.
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INVESTMENT OBJECTIVES, POLICIES AND LIMITATIONS
|
1
|
INVESTMENT STRATEGIES, TECHNIQUES AND RISKS
|
4
|
PORTFOLIO TRADING AND TURNOVER RATE
|
46
|
MANAGEMENT OF THE FUND
|
47
|
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
|
68
|
PORTFOLIO TRANSACTIONS
|
73
|
DISTRIBUTIONS
|
78
|
DESCRIPTION OF SHARES
|
79
|
CERTAIN PROVISIONS IN THE ARTICLES OF INCORPORATION
|
81
|
REPURCHASE OF COMMON STOCK; TENDER OFFERS; CONVERSION TO OPEN-END FUND
|
82
|
TAX MATTERS
|
84
|
REPORTS TO STOCKHOLDERS
|
93
|
CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSEMENT AGENT
|
93
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
94
|
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
|
94
|
COUNSEL
|
94
|
FINANCIAL STATEMENTS
|
94
|
REGISTRATION STATEMENT
|
94
|
APPENDIX A RATINGS
|
A - 1
|
INVESTMENT OBJECTIVES, POLICIES AND LIMITATIONS
|
1
|
INVESTMENT STRATEGIES, TECHNIQUES AND RISKS
|
4
|
PORTFOLIO TRADING AND TURNOVER RATE
|
46
|
MANAGEMENT OF THE FUND
|
47
|
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
|
68
|
PORTFOLIO TRANSACTIONS
|
73
|
DISTRIBUTIONS
|
78
|
DESCRIPTION OF SHARES
|
79
|
CERTAIN PROVISIONS IN THE ARTICLES OF INCORPORATION
|
81
|
REPURCHASE OF COMMON STOCK; TENDER OFFERS; CONVERSION TO OPEN-END FUND
|
82
|
TAX MATTERS
|
84
|
REPORTS TO STOCKHOLDERS
|
93
|
CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSEMENT AGENT
|
93
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
94
|
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
|
94
|
COUNSEL
|
94
|
FINANCIAL STATEMENTS
|
94
|
REGISTRATION STATEMENT
|
94
|
APPENDIX A RATINGS
|
A - 1
|
Name, (Year of Birth), and Address(1) | Position(s) and Length of Time Served(2) |
Principal Occupation(s)(3)
|
Number of Portfolios
in Fund Complex
Overseen
|
Other Directorships Held Outside Fund Complex(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.
|
Class II
|
||||
Independent Fund 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 Portfolios
in Fund Complex
Overseen
|
Other Directorships Held Outside Fund Complex(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
AmericanInternational 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 Portfolios
in Fund Complex
Overseen
|
Other Directorships Held Outside Fund Complex(3) |
Fund Director who is an “Interested Person”
|
||||
Joseph V. Amato*
(1962) |
Chief Executive Officer and President since 2018; 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), Neuberger Berman Investment Advisers LLC (“NBIA”) (formerly, Neuberger Berman Fixed Income LLC (“NBFI”)
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, Address and (Year of Birth)(1)
|
Position(s) and Length of Time Served(2)
|
Principal Occupation(s) During Past 5 Years
|
Claudia A. Brandon (1956)
|
Executive Vice President since 2008; 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.
|
Name, Address and (Year of Birth)(1) | Position(s) and Length of Time Served(2) | Principal Occupation(s) During Past 5 Years |
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 to 2016); Vice President (2009 to 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
|
Senior Vice President, Neuberger Berman, since 2023 and Employee since 1999; Senior Vice President, NBIA, since 2023; formerly, Vice President, Neuberger Berman, 2008 to 2023; 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.
|
Brian Kerrane (1969)
|
Chief Operating Officer since 2015; 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.
|
Name, Address and (Year of Birth)(1) | Position(s) and Length of Time Served(2) | Principal Occupation(s) During Past 5 Years |
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.
|
Name and Position with the Fund
|
Aggregate Compensation from the Fund for the Fiscal Year Ended October 31, 2022
|
Total Compensation from Registered Investment Companies in the Neuberger Berman Fund Complex Paid to Directors for Calendar Year Ended
December 31, 2022
|
Independent Fund Directors
|
||
Michael J. Cosgrove
Director
|
$5,260
|
$260,000
|
Marc Gary
Director
|
$5,156
|
$255,000
|
Martha C. Goss
Director
|
$5,156
|
$255,000
|
Michael M. Knetter
Director
|
$5,156
|
$255,000
|
Deborah C. McLean
Director
|
$5,336
|
$265,000
|
George W. Morriss
Director
|
$5,260
|
$260,000
|
Tom D. Seip
Chairman of the Board and Director
|
$6,185
|
$310,000
|
James G. Stavridis
Director
|
$4,847
|
$240,000
|
Peter P. Trapp1
Director
|
$1,170
|
$0
|
Director who is an “Interested Person”
|
||
Joseph V. Amato
President, Chief Executive Officer and Director
|
$0
|
$0
|
Name of Fund Director
|
Dollar Range of Equity Securities Held in the Registrant
|
Aggregate Dollar Range of Equity Securities Held in all Registered Investment Companies Overseen by Fund Director in Family of Investment Companies
|
Independent Fund Directors
|
||
Michael J. Cosgrove
|
A
|
E
|
Marc Gary
|
A
|
E
|
Martha C. Goss
|
A
|
E
|
Michael M. Knetter
|
A
|
E
|
Deborah C. McLean
|
A
|
E
|
George W. Morriss
|
A
|
E
|
Tom D. Seip
|
A
|
E
|
James G. Stavridis
|
A
|
E
|
Fund Director who is an “Interested Person”
|
E
|
|
Joseph V. Amato
|
A
|
E
|
Type of Account
|
Number of Accounts Managed
|
Total Assets
Managed
($ 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).
|
Portfolio Manager
|
Dollar Range of Equity Securities Owned in the
Registrant |
|||
Steve S. Shigekawa
|
A
|
|||
Brian Jones
|
A
|
|||
A = None
|
E = $100,001-$500,000
|
|||
B = $1-$10,000
|
F = $500,001-$1,000,000
|
|||
C = $10,001 - $50,000
|
G = Over $1,000,000
|
|||
D =$50,001-$100,000
|
Name and Address of Beneficial Owner
|
Amount of
Beneficial
Ownership
|
Percent of
Class
|
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
|
3,895,956
|
8.21%(1)
|
(1) |
Based on a Schedule 13G filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation on January 20, 2023.
|
Item 25.
|
Financial Statements and Exhibits
|
|
(1)
|
Financial Statements
Included in Part A:
Registrant’s Financial Highlights for the fiscal years ended October 31, 2022, 2021, 2020, 2019, 2018, 2017,
2016, 2015, 2014 and 2013 are incorporated in Part A by reference to the Funds’ Annual Report on Form N-CSR for the fiscal year ended October 31, 2017 and Annual Report on Form N-CSR for the fiscal year ended October 31, 2022 as filed with the U.S. Securities and Exchange Commission (the “SEC”) via EDGAR Accession No. 0000898432-18-000023 on January 4, 2018 and
Accession No. 0000898432-23-000018 on January 5, 2023, respectively.
Included in Part B:
Registrant’s Financial Statements are incorporated in Part B by reference to the Fund’s Annual Report on Form N-CSR for the fiscal year ended October
31, 2022 as filed with the SEC via EDGAR Accession No. 0000898432-23-000018 on January 5, 2023.
|
|
(2)
|
Exhibits
|
|
(a)
|
(1)
|
|
(2)
|
||
(3)
|
||
(4)
|
||
(5)
|
||
(6)
|
||
(7)
|
||
(8) |
||
(b)
|
||
(c)
|
Not applicable.
|
|
(d)
|
(1)
|
Articles Sixth, Ninth, Tenth, Eleventh and Thirteenth of the Articles of Incorporation. (Incorporated by reference to
Item 2(a)
above.)
|
(2)
|
Articles II, VI and X of the Amended and Restated Bylaws. (Incorporated by reference to Item 2(b) above.)
|
|
(e)
|
||
(f)
|
Not applicable.
|
|
(g)
|
(1)
|
(2)
|
||
(h)
|
Form of Dealer Manager Agreement. (To be filed by amendment.)
|
|
(i)
|
Not applicable.
|
|
(j)
|
(1)
|
|
(2)
|
||
(k)
|
(1)
|
|
(2)
|
||
(3)
|
||
(4) |
||
(5) |
||
(6) |
||
(7) |
||
(8) |
||
(l)
|
||
(m)
|
Not applicable.
|
|
(n)
|
||
(o)
|
Not applicable.
|
|
(p)
|
Not applicable.
|
|
(q)
|
Not applicable.
|
|
(r)
|
||
(s)
|
||
(t)
|
(1)
|
|
(2)
|
||
(3)
|
Item 26.
|
Marketing Arrangements
|
Item 27.
|
Other Expenses of Issuance and Distribution
|
Registration and Filing Fees
|
$
|
16,645
|
|
FINRA Fees
|
$
|
23,000
|
|
Legal Fees and Expenses
|
$
|
285,000
|
|
Accounting Fees and Expenses
|
$
|
18,000
|
|
Miscellaneous Expenses
|
$
|
120,000
|
|
Total
|
$
|
462,645 (1)
|
(1) |
Estimate is based on the aggregate estimated expenses to be incurred during a three year shelf offering period.
|
Item 28.
|
Persons Controlled by or Under Common Control
|
Item 29.
|
Number of Holders of Securities
|
Title of Class
|
Number of
Record Holders
|
Shares of Common Stock, par value $0.0001 per share
|
33
|
Item 30.
|
Indemnification
|
Item 31.
|
Business and Other Connections of Investment Adviser
|
NAME
|
BUSINESS AND OTHER CONNECTIONS
|
Joseph V. Amato
President – Equities and Chief Investment Officer – Equities, NBIA
|
Chief Executive Officer and President, Neuberger Berman Holdings LLC (including its predecessor, Neuberger Berman Inc.); President and Director of Neuberger Berman Group LLC;
Chief Executive Officer and President, NB BD LLC; Trustee/Director, twelve registered investment companies for which NBIA acts as investment manager and/or administrator; Chief Executive Officer and President, twelve registered
investment companies for which NBIA acts as investment manager and/or administrator.
|
Thanos Bardas
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Ashok Bhatia
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Jennifer Blachford
Senior Vice President, NBIA
|
Senior Vice President, NB BD LLC; Portfolio Manager.
|
James Bowden
Managing Director, NBIA
|
Managing Director, NB BD LLC; Managing Director, NB Alternatives Advisers LLC (“NBAA”).
|
Claudia A. Brandon
Senior Vice President, NBIA |
Senior Vice President, NB BD LLC; Executive Vice President and Secretary, thirty-three registered investment companies for which NBIA acts as investment manager and/or
administrator.
|
Richard N. Bradt
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
David M. Brown
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Chad Bruso
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
John Buser
Managing Director, NBIA
|
Managing Director, NB BD LLC; President and Managing Director, NBAA.
|
Stephen J. Casey
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
NAME | BUSINESS AND OTHER CONNECTIONS |
Brad E. Cetron
Chief Compliance Officer, Head of Compliance and Managing Director, NBIA
|
Chief Compliance Officer and Managing Director, NB BD LLC.
|
Elias Cohen
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Timothy Creedon
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Kai Cui
Managing Director, NBIA
|
Portfolio Manager.
|
Robert W. D’Alelio
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Derek Devens
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Agnes Diaz
Senior Vice President, NBIA
|
Senior Vice President, NB BD LLC; Vice President, twelve registered investment companies for which NBIA acts as investment manager and/or administrator.
|
Anthony DiBernardo
Senior Vice President, NBIA |
Senior Vice President, NB BD LLC; Assistant Treasurer, twelve registered investment companies for which NBIA acts as investment manager and/or administrator.
|
Steven Eisman
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Rory Ewing
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Savonne L. Ferguson
Chief Compliance Officer – Mutual Funds, Associate General Counsel, and Senior Vice President, NBIA
|
Chief Compliance Officer, thirty-three registered investment companies for which NBIA acts as investment manager and/or administrator.
|
Michael Foster
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
NAME | BUSINESS AND OTHER CONNECTIONS |
Jacob Gamerman
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Rand W. Gesing
Senior Vice President, NBIA
|
Senior Vice President, NB BD LLC; Portfolio Manager.
|
Jennifer Gorgoll
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Michael C. Greene
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Daniel P. Hanson
Managing Director, NBIA
|
Portfolio Manager. |
Jeffrey Hunn
Senior Vice President, NBIA
|
Senior Vice President, NB BD LLC; Portfolio Manager.
|
William Hunter
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Fred Ingham
Managing Director, NBIA
|
Portfolio Manager.
|
James L. Iselin
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Corey A. Issing
General Counsel – Mutual Funds and
Managing Director, NBIA
|
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.
|
Brian C. Jones
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Charles Kantor
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Tokufumi Kato
Managing Director, NBIA
|
Portfolio Manager.
|
Hakan Kaya
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Brian Kerrane
Chief Operating Officer – Mutual Funds and Managing Director, NBIA
|
Managing Director, NB BD LLC; Chief Operating Officer, and Vice President, thirty-three registered investment companies for which NBIA acts as investment
manager and/or administrator.
|
NAME | BUSINESS AND OTHER CONNECTIONS |
Erik Knutzen
Managing Director, NBIA
|
Managing Director, NB BD LLC; Multi-Asset Class Chief Investment Officer, Neuberger Berman Group LLC.
|
Christopher Kocinski
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
David Kupperman
Managing Director, NBIA |
Managing Director, NB BD LLC; Managing Director, NBAIM; Portfolio Manager.
|
Nathan Kush
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
David Levine
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Richard S. Levine
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Joseph Lind
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Brian Lord
Chief Compliance Officer – Fixed Income and Senior Vice President, NBIA
|
Senior Vice President, NB BD LLC.
|
Joseph P. Lynch
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Jeffrey Majit
Managing Director, NBIA |
Managing Director, NB BD LLC; Managing Director, NBAIM; Portfolio Manager.
|
Anthony Maltese
Senior Vice President, NBIA
|
Senior Vice President, NB BD LLC; Vice President, twelve registered investment companies for which NBIA acts as investment manager and/or administrator. |
Jared Mann
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
James F. McAree
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
NAME | BUSINESS AND OTHER CONNECTIONS |
Kevin McCarthy
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Matthew McGinnis
Senior Vice President, NBIA
|
Senior Vice President, NB BD LLC; Portfolio Manager.
|
John McGovern
Managing Director, NBIA
|
Managing Director, NB BD LLC; Treasurer and Principal Financial and Accounting Officer, twelve registered investment companies for which NBIA acts as investment manager and/or
administrator.
|
S. Blake Miller
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Trevor Moreno
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Richard S. Nackenson
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Benjamin H. Nahum
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Olumide Owalabi
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager
|
Eric J. Pelio
Senior Vice President, NBIA
|
Senior Vice President, NB BD LLC; Portfolio Manager.
|
Alexandra Pomeroy
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Douglas A. Rachlin
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Hari Ramanan
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Marc Regenbaum
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Brett S. Reiner
Managing Director, NBIA |
Managing Director, NB BD LLC; Associate Portfolio Manager.
|
Joana Rocha Schaff
Managing Director, NBIA
|
Managing Director, NB BD LLC; Managing Director, NBAA.
|
Conrad A. Saldanha
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
NAME | BUSINESS AND OTHER CONNECTIONS |
Eli M. Salzmann
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
John San Marco
Senior Vice President, NBIA
|
Senior Vice President, NB BD LLC; Portfolio Manager.
|
Linda Sharaby
Secretary and Managing Director, NBIA
|
Managing Director and Secretary, NB BD LLC; Managing Director and Secretary, Neuberger Berman Holdings LLC.
|
Steve Shigekawa
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Ronald B. Silvestri
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Jonathan Shofet
Managing Director, NBIA
|
Managing Director, NB BD LLC; Managing Director, NBAA.
|
Brien Smith
Managing Director, NBIA
|
Managing Director, NB BD LLC; Chief Operating Officer and Managing Director, NBAA.
|
Amit Solomon
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Gregory G. Spiegel
Managing Director, NBIA |
Managing Director, NB BD LLC; Associate Portfolio Manager.
|
David Stonberg
Managing Director, NBIA
|
Managing Director, NB BD LLC; Managing Director, NBAA.
|
Robert Surgent
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Brad Tank
President - Fixed Income and Chief Investment Officer - Fixed Income, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Jason Tauber
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
NAME | BUSINESS AND OTHER CONNECTIONS |
Shawn Trudeau
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Anthony Tutrone
Managing Director, NBIA
|
Managing Director, NB BD LLC; Chief Executive Officer and Managing Director, NBAA.
|
James Tyre
Senior Vice President, NBIA
|
Senior Vice President, NB BD LLC; Portfolio Manager.
|
Gorky Urquieta
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
Judith M. Vale
Managing Director, NBIA |
Managing Director, NB BD LLC; Portfolio Manager.
|
Daniel Tracer
Senior Anti-Corruption and Anti-Money Laundering Compliance Officer and Senior Vice President, NBIA
|
Senior Anti-Corruption and Anti-Money Laundering Compliance Officer and Senior Vice President, NB BD LLC; Anti-Money Laundering Compliance Officer, five registered investment
companies for which NBIA acts as investment manager and/or administrator.
|
Leo Anthony Viola
Controller and Managing Director, NBIA
|
Controller and Managing Director, NB BD LLC; Treasurer, NBAA.
|
Peter Von Lehe
Managing Director, NBIA
|
Managing Director, NB BD LLC; Managing Director, NBAA.
|
David Yi Wan
Senior Vice President, NBIA
|
Senior Vice President, NB BD LLC; Portfolio Manager.
|
Eric Zhou
Senior Vice President, NBIA |
Senior Vice President, NB BD LLC; Portfolio Manager.
|
Item 32.
|
Location of Accounts and Records
|
Item 33.
|
Management Services
|
Item 34.
|
Undertakings
|
Neuberger Berman Real Estate Securities Income Fund Inc.
|
|||
By:
|
/s/ Joseph V. Amato | ||
Name:
|
Joseph V. Amato
|
||
Title:
|
President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
/s/ Joseph V. Amato
|
President, Chief Executive Officer
and Director
|
March 10, 2023
|
Joseph V. Amato
|
||
/s/ John M. McGovern
|
Treasurer and Principal Financial and
Accounting Officer
|
March 10, 2023
|
John M. McGovern
|
||
/s/ Michael J. Cosgrove
|
Director
|
March 10, 2023
|
Michael J. Cosgrove*
/s/ Marc Gary
|
Director
|
March 10, 2023
|
Marc Gary*
|
||
/s/ Martha C. Goss
|
Director
|
March 10, 2023
|
Martha C. Goss*
|
||
/s/ Michael M. Knetter
|
Director
|
March 10, 2023
|
Michael M. Knetter*
|
||
/s/ Deborah C. McLean
|
Director
|
March 10, 2023
|
Deborah C. McLean*
|
||
/s/ George W. Morriss
|
Director
|
March 10, 2023
|
George W. Morriss*
|
||
/s/ Tom D. Seip
|
Chairman of the Board and Director
|
March 10, 2023
|
Tom D. Seip*
|
||
/s/ James G. Stavridis
|
Director
|
March 10, 2023
|
James G. Stavridis*
|
(a)(8)
|
|
(k)(4)
|
|
(k)(5)
|
|
(k)(6)
|
|
(k)(7)
|
|
(k)(8)
|
|
(l)
|
|
(n)
|
|
(s)
|
|
(t)(3)
|
Neuberger Berman Real Estate Securities
Income Fund Inc.
|
|||
|
|||
|
By:
|
/s/ Brian Kerrane | |
Name: Brian Kerrane | |||
Title: Vice President | |||
Witness: | ||
By:
|
/s/ Corey Issing | |
Name: Corey Issing | ||
Title: Chief Legal Office | ||
|
By:
|
/s/ Brian Kerrane | |
Name: Brian Kerrane | |||
Title: Vice President | |||
ARTICLE I. DEFINITIONS
|
1 | |
SECTION 1.01.
|
Definitions
|
1
|
SECTION 1.02.
|
Accounting Terms and Determination
|
20
|
SECTION 1.03.
|
Existing Credit Agreement
|
20
|
ARTICLE II. THE CREDITS
|
21 | |
SECTION 2.01.
|
Commitments to Lend
|
21
|
SECTION 2.02.
|
Notice of Borrowings
|
21
|
SECTION 2.03.
|
Notice to Banks; Funding of Loans
|
23
|
SECTION 2.04.
|
Loan Accounts; Notes; Records
|
24
|
SECTION 2.05.
|
Mandatory Payments; Optional Prepayments
|
25
|
SECTION 2.06.
|
Interest Rates
|
26
|
SECTION 2.07.
|
Fees
|
27
|
SECTION 2.08.
|
Termination and Reduction of Commitments
|
28
|
SECTION 2.09.
|
General Provisions as to Payments
|
29
|
SECTION 2.10.
|
Computation of Interest and Fees
|
31
|
SECTION 2.11.
|
Withholding Tax Exemption
|
31
|
SECTION 2.12.
|
Pricing Changes
|
32
|
ARTICLE III. CONDITIONS
|
32 | |
SECTION 3.01.
|
Effectiveness
|
32
|
SECTION 3.02.
|
All Borrowings
|
34
|
ARTICLE IV. REPRESENTATIONS AND WARRANTIES
|
35 | |
SECTION 4.01.
|
Existence and Power; Investment Company
|
35
|
SECTION 4.02.
|
Authorization; Execution and Delivery, Etc
|
35
|
SECTION 4.03.
|
Noncontravention
|
36
|
SECTION 4.04.
|
Governmental Authorizations; Private Authorization
|
36
|
SECTION 4.05.
|
Regulations T, U and X
|
36
|
SECTION 4.06.
|
Non-Affiliation with Banks
|
36
|
SECTION 4.07.
|
Subsidiaries
|
37
|
SECTION 4.08.
|
Financial Information
|
37
|
SECTION 4.09.
|
Litigation
|
37
|
SECTION 4.10.
|
ERISA
|
37
|
SECTION 4.11.
|
Taxes
|
37
|
SECTION 4.12.
|
Compliance
|
38
|
SECTION 4.13.
|
Fiscal Year
|
38
|
SECTION 4.14.
|
Full Disclosure
|
38
|
SECTION 4.15.
|
Offering Documents
|
38
|
SECTION 4.16.
|
Foreign Assets Control Regulations, Etc
|
39
|
SECTION 4.17.
|
Title to Assets
|
39
|
SECTION 4.18.
|
[Reserved]
|
39
|
SECTION 4.19.
|
Sanctions
|
39
|
ARTICLE V. COVENANTS
|
39 | |
SECTION 5.01.
|
Information
|
39
|
SECTION 5.02.
|
Payment of Obligations
|
41
|
SECTION 5.03.
|
Maintenance of Insurance
|
41
|
SECTION 5.04.
|
Conduct of Business and Maintenance of Existence
|
41
|
SECTION 5.05.
|
Compliance with Laws
|
42
|
SECTION 5.06.
|
Inspection of Property, Books and Records
|
42
|
SECTION 5.07.
|
Indebtedness
|
42
|
SECTION 5.08.
|
Liens
|
43
|
SECTION 5.09.
|
Consolidations, Mergers and Sales of Assets
|
43
|
SECTION 5.10.
|
Use of Proceeds
|
44
|
SECTION 5.11.
|
Compliance with Investment Policies and Restrictions
|
44
|
SECTION 5.12.
|
Non-Affiliation with Banks
|
44
|
SECTION 5.13.
|
Regulated Investment Company
|
44
|
SECTION 5.14.
|
No Subsidiary
|
44
|
SECTION 5.15.
|
ERISA
|
44
|
SECTION 5.16.
|
Fiscal Year
|
44
|
SECTION 5.17.
|
Anti-Corruption Laws
|
44
|
SECTION 5.18.
|
Custodian
|
45
|
SECTION 5.19.
|
Asset Coverage
|
45
|
SECTION 5.20.
|
Maximum Amount
|
45
|
SECTION 5.21.
|
Further Assurances
|
45
|
ARTICLE VI. DEFAULTS
|
45 |
SECTION 6.01.
|
Events of Default
|
45
|
SECTION 6.02.
|
Remedies
|
47
|
ARTICLE VII. THE AGENT
|
47 | |
SECTION 7.01.
|
Appointment and Authorization
|
47
|
SECTION 7.02.
|
Action by Agent
|
47
|
SECTION 7.03.
|
Consultation with Experts
|
48
|
SECTION 7.04.
|
Liability of Agent
|
48
|
SECTION 7.05.
|
Indemnification
|
48
|
SECTION 7.06.
|
Credit Decision
|
49
|
SECTION 7.07.
|
Successor Agent
|
49
|
SECTION 7.08.
|
Agent as Bank
|
49
|
SECTION 7.09.
|
Distribution by Agent
|
49
|
SECTION 7.10.
|
Delinquent Banks
|
49
|
SECTION 7.11.
|
Withholding Tax
|
50
|
ARTICLE VIII. CHANGE IN CIRCUMSTANCES
|
51 | |
SECTION 8.01.
|
Additional Costs; Capital Adequacy
|
51
|
SECTION 8.02.
|
Basis for Determining Interest Rate Inadequate or Unfair; Inability to Determine Interest Rate
|
52
|
SECTION 8.03.
|
Illegality
|
53
|
SECTION 8.04.
|
Base Rate Loans Substituted for Affected LIBOR Loans
|
54
|
SECTION 8.05.
|
Replacement Banks
|
54
|
SECTION 8.06.
|
Indemnity
|
54
|
SECTION 8.07.
|
Change of Law
|
55
|
ARTICLE IX. MISCELLANEOUS
|
55 | |
SECTION 9.01.
|
Notices
|
55
|
SECTION 9.02.
|
No Waivers
|
56
|
SECTION 9.03.
|
Expenses; Documentary Taxes; Indemnification
|
56
|
SECTION 9.04.
|
Set Off
|
57
|
SECTION 9.05.
|
Amendments and Waivers
|
57
|
SECTION 9.06.
|
Successors and Assigns
|
58
|
SECTION 9.07.
|
Governing Law; Submission to Jurisdiction
|
60
|
SECTION 9.08.
|
WAIVER OF JURY TRIAL
|
60
|
SECTION 9.09.
|
Confidential Material
|
61
|
SECTION 9.10.
|
USA Patriot Act
|
62
|
SECTION 9.11.
|
Interest Rate Limitation
|
62
|
SECTION 9.12.
|
Survival
|
62
|
SECTION 9.13.
|
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
|
62
|
SECTION 9.14.
|
Miscellaneous
|
63
|
SECTION 9.15.
|
Certain ERISA Matters
|
63
|
SECTION 9.16.
|
Acknowledgement Regarding any Supported QFCs
|
64
|
Exhibit A-1 -
|
Form of Tranche A Term Note
|
Exhibit A-2 -
|
Form of Tranche B Term Note
|
Exhibit A-3 -
|
Form of Revolving Note
|
Exhibit B -
|
Form of Notice of Borrowing
|
Exhibit C -
|
Form of Notice of Conversion
|
Exhibit D -
|
Form of Borrowing Base Report
|
Exhibit E -
|
Form of Assignment and Acceptance
|
Exhibit F -
|
Form of Applicable Margin Change Notice
|
Exhibit G -
|
Form of Commitment Fee Change Notice
|
Exhibit H -
|
Form of Revolving Termination Notice
|
Schedule 1 - |
Addresses for Notices, Lending Offices, Commitment Amounts and Commitment Percentages
|
Schedule 2 - |
[Reserved]
|
Schedule 3 - |
Pricing Procedures
|
Schedule 4 - |
Term Loan Prepayment Indemnity Excel Spreadsheet
|
NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC. |
|||
|
By:
|
/s/ Brian Kerrane | |
Name: Brian Kerrane | |||
Title: Vice President | |||
STATE STREET BANK AND TRUST COMPANY, as a Bank and as the Agent |
|||
|
By:
|
/s/ Paul Koobatian | |
Name: Paul Koobatian | |||
Title: Vice President | |||
|
NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC. | |
|
|
|
|
By: |
/s/ Brian Kerrane |
Name: |
Brian Kerrane | |
Title: |
Chief Operating Officer and Vice President |
|
|
STATE STREET BANK AND TRUST COMPANY, as Agent and a Bank |
|
|
|
|
|
By: |
/s/ Paul J. Koobatian |
Name: |
Paul J. Koobatian | |
Title: |
Vice President |
|
NEUBERGER BERMAN REAL ESTATE SECURITIES
INCOME FUND INC.
|
||
|
|
||
By: |
/s/ Brian Kerrane |
||
Name: |
Brian Kerrane | ||
Title: |
Chief Operating Officer and Vice President |
||
|
STATE STREET BANK AND TRUST COMPANY,
as a Bank and as the Agent
|
||
|
|
||
By: |
|||
Name: |
|||
Title: |
|
NEUBERGER BERMAN REAL ESTATE SECURITIES
INCOME FUND INC.
|
||
|
|
||
By: |
|||
Name: |
|||
Title: |
|
STATE STREET BANK AND TRUST COMPANY,
as a Bank and as the Agent
|
||
|
|
||
By: |
/s/ Paul Koobatian |
||
Name: |
Paul Koobatian | ||
Title: |
Vice President |
ARTICLE I. DEFINITIONS
|
1 | |
SECTION 1.01.
|
Definitions
|
1
|
SECTION 1.02.
|
Accounting Terms and Determination
|
|
SECTION 1.03.
|
Existing Credit Agreement
|
|
ARTICLE II. THE CREDITS
|
|
|
SECTION 2.01.
|
Commitments to Lend
|
|
SECTION 2.02.
|
Notice of Borrowings
|
|
SECTION 2.03.
|
Notice to Banks; Funding of Loans
|
|
SECTION 2.04.
|
Loan Accounts; Notes; Records
|
|
SECTION 2.05.
|
Mandatory Payments; Optional Prepayments
|
|
SECTION 2.06.
|
Interest Rates
|
|
SECTION 2.07.
|
Fees
|
|
SECTION 2.08.
|
Termination and Reduction of Commitments
|
|
SECTION 2.09.
|
General Provisions as to Payments
|
|
SECTION 2.10.
|
Computation of Interest and Fees
|
|
SECTION 2.11.
|
Withholding Tax Exemption
|
|
SECTION 2.12.
|
Pricing Changes
|
|
ARTICLE III. CONDITIONS
|
|
|
SECTION 3.01.
|
Effectiveness
|
|
SECTION 3.02.
|
All Borrowings
|
|
ARTICLE IV. REPRESENTATIONS AND WARRANTIES
|
|
|
SECTION 4.01.
|
Existence and Power; Investment Company
|
|
SECTION 4.02.
|
Authorization; Execution and Delivery, Etc
|
|
SECTION 4.03.
|
Noncontravention
|
|
SECTION 4.04.
|
Governmental Authorizations; Private Authorization
|
|
SECTION 4.05.
|
Regulations T, U and X
|
|
SECTION 4.06.
|
Non-Affiliation with Banks
|
|
SECTION 4.07.
|
Subsidiaries
|
|
SECTION 4.08.
|
Financial Information
|
|
SECTION 4.09.
|
Litigation
|
|
SECTION 4.10.
|
ERISA
|
|
SECTION 4.11.
|
Taxes
|
|
SECTION 4.12.
|
Compliance
|
|
SECTION 4.13.
|
Fiscal Year
|
|
SECTION 4.14.
|
Full Disclosure
|
|
SECTION 4.15.
|
Offering Documents
|
|
SECTION 4.16.
|
Foreign Assets Control Regulations, Etc
|
|
SECTION 4.17.
|
Title to Assets
|
|
SECTION 4.18.
|
[Reserved]
|
|
SECTION 4.19.
|
Sanctions
|
|
ARTICLE V. COVENANTS
|
|
|
SECTION 5.01.
|
Information
|
|
SECTION 5.02.
|
Payment of Obligations
|
|
SECTION 5.03.
|
Maintenance of Insurance
|
|
SECTION 5.04.
|
Conduct of Business and Maintenance of Existence
|
|
SECTION 5.05.
|
Compliance with Laws
|
|
SECTION 5.06.
|
Inspection of Property, Books and Records
|
|
SECTION 5.07.
|
Indebtedness
|
|
SECTION 5.08.
|
Liens
|
|
SECTION 5.09.
|
Consolidations, Mergers and Sales of Assets
|
|
SECTION 5.10.
|
Use of Proceeds
|
|
SECTION 5.11.
|
Compliance with Investment Policies and Restrictions
|
|
SECTION 5.12.
|
Non-Affiliation with Banks
|
|
SECTION 5.13.
|
Regulated Investment Company
|
|
SECTION 5.14.
|
No Subsidiary
|
|
SECTION 5.15.
|
ERISA
|
|
SECTION 5.16.
|
Fiscal Year
|
|
SECTION 5.17.
|
Anti-Corruption Laws
|
|
SECTION 5.18.
|
Custodian
|
|
SECTION 5.19.
|
Asset Coverage
|
|
SECTION 5.20.
|
Maximum Amount
|
|
SECTION 5.21.
|
Further Assurances
|
|
ARTICLE VI. DEFAULTS |
|
|
SECTION 6.01.
|
Events of Default
|
|
SECTION 6.02.
|
Remedies
|
|
ARTICLE VII. THE AGENT
|
|
|
SECTION 7.01.
|
Appointment and Authorization
|
|
SECTION 7.02.
|
Action by Agent
|
|
SECTION 7.03.
|
Consultation with Experts
|
|
SECTION 7.04.
|
Liability of Agent
|
|
SECTION 7.05.
|
Indemnification
|
|
SECTION 7.06.
|
Credit Decision
|
|
SECTION 7.07.
|
Successor Agent
|
|
SECTION 7.08.
|
Agent as Bank
|
|
SECTION 7.09.
|
Distribution by Agent
|
|
SECTION 7.10.
|
Delinquent Banks
|
|
SECTION 7.11.
|
Withholding Tax
|
|
SECTION 7.12.
|
Erroneous Payments
|
52
|
ARTICLE VIII. CHANGE IN CIRCUMSTANCES
|
|
|
SECTION 8.01.
|
Additional Costs; Capital Adequacy
|
|
SECTION 8.02.
|
|
55
|
SECTION 8.03.
|
Illegality
|
|
SECTION 8.04.
|
|
58
|
SECTION 8.05.
|
Replacement Banks
|
|
SECTION 8.06.
|
Indemnity
|
|
SECTION 8.07.
|
Change of Law
|
|
SECTION 8.08.
|
Inability to Determine Rates
|
59
|
ARTICLE IX. MISCELLANEOUS
|
|
|
SECTION 9.01.
|
Notices
|
|
SECTION 9.02.
|
No Waivers
|
|
SECTION 9.03.
|
Expenses; Documentary Taxes; Indemnification
|
|
SECTION 9.04.
|
Set Off
|
|
SECTION 9.05.
|
Amendments and Waivers
|
|
SECTION 9.06.
|
Successors and Assigns
|
|
SECTION 9.07
|
Governing Law; Submission to Jurisdiction
|
|
SECTION 9.08.
|
WAIVER OF JURY TRIAL
|
|
SECTION 9.09.
|
Confidential Material
|
|
SECTION 9.10.
|
USA Patriot Act
|
|
SECTION 9.11.
|
Interest Rate Limitation
|
|
SECTION 9.12.
|
Survival
|
|
SECTION 9.13.
|
Acknowledgement and Consent to Bail-In of
|
|
SECTION 9.14.
|
Miscellaneous
|
|
SECTION 9.15.
|
Certain ERISA Matters
|
|
SECTION 9.16.
|
Acknowledgement Regarding any Supported QFCs
|
|
Exhibit A-1 -
|
[Reserved]
|
Exhibit A-2 -
|
Form of Term Note
|
Exhibit A
|
Form of Revolving Note
|
Exhibit B -
|
Form of Notice of Borrowing
|
Exhibit C -
|
Form of Notice of Conversion
|
Exhibit D -
|
Form of Borrowing Base Report
|
Exhibit E -
|
Form of Assignment and Acceptance
|
Exhibit F -
|
Form of Applicable Margin Change Notice
|
Exhibit G -
|
Form of Commitment Fee Change Notice
|
Exhibit H -
|
Form of Revolving Termination Notice
|
Schedule 1 - |
Addresses for Notices, Lending Offices, Commitment Amounts and Commitment Percentages
|
Schedule 2 - |
[Reserved]
|
Schedule 3 - |
Pricing Procedures
|
Schedule 4 - |
Term Loan Prepayment Indemnity Excel Spreadsheet
|
(a)
|
is an “Affiliated Person” (within the meaning of the Investment Company Act) of such First Person, (b) is an “affiliate” (within the meaning of Section 23A of the Federal Reserve Act, as amended) of such First Person, or (c) is a Control
Affiliate of such First Person.
|
(a)
|
Daily Simple SOFR; or
|
(a)
|
in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such
Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
|
(b)
|
in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the
|
(a)
|
a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has
ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that
will continue to provide any Available Tenor of such Benchmark (or such component thereof);
|
(b)
|
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the FRB, the Federal Reserve Bank of New York, an
insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar
insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such
Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark
(or such component thereof); or
|
(c)
|
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or
such component thereof) are not, or as of a specified future date will not be, representative.
|
(i)
|
90% of the aggregate Asset Value of all Tier 1 Debt Securities;
|
(ii)
|
80% of the aggregate Asset Value of all Tier 2 Debt Securities;
|
(iii)
|
70% of the aggregate Asset Value of all Tier 3 Debt Securities;
|
(iv)
|
60% of the aggregate Asset Value of all Tier 4 Debt Securities;
|
(v)
|
30% of the aggregate Asset Value of all Tier 5 Debt Securities; and
|
(vi)
|
50% of the aggregate Asset Value of all Eligible Equity Securities;
|
|
(1) if, but for this clause (1), in excess of 20% of the Borrowing Base value of all Tier 1 Debt Securities and Tier 2 Debt Securities in the Borrowing Base would be attributable to a single issuer, the amount of such excess shall not
be included in the calculation of the Borrowing Base;
|
|
(2) if, but for this clause (2), in excess of 10% of the Borrowing Base value of all Tier 3 Debt Securities and Tier 4 Debt Securities in the Borrowing Base would be attributable to a single issuer, the amount of such excess shall not
be included in the calculation of the Borrowing Base;
|
|
(3) if, but for this clause (3), in excess of 5% of the Borrowing Base value of all Tier 5 Debt Securities in the Borrowing Base would be attributable to a single issuer, the amount of such excess shall not be included in the
calculation of the Borrowing Base;
|
|
(4) if, but for this clause (4), in excess of 25% of the Borrowing Base would be attributable to Preferred Securities, the amount of such excess shall not be included in the calculation
of the Borrowing Base; and
|
|
(5) if, but for this clause (5), in excess of 38% of the Borrowing Base would be attributable to securities of one or more issuers operating primarily in any one Real Estate Industry Sector, the amount of
such excess shall not be included in the calculation of the Borrowing Base.
|
(a)
|
the maximum amount of Debt that the Borrower would be permitted to incur pursuant to Applicable Law, including the Investment Company Act,
|
(b)
|
the maximum amount of Debt that the Borrower would be permitted to incur pursuant to the limitations on borrowings in its Prospectus and the Investment Policies and Restrictions,
|
(c)
|
in the event that the Borrower shall have entered into any agreement(s) with any Authority limiting the amount of Debt that the Borrower may create, incur, assume or suffer to exist, the maximum amount of Debt that the Borrower would be
permitted to create, incur, assume or suffer to exist pursuant to such agreements, and
|
(d)
|
the maximum amount of Debt that the Borrower would be permitted to incur without violating Section 5.19 hereof,
|
(iii)
|
the replacement of a Bank pursuant to Section 8.05, the excess, if any, of the Anticipated Return minus the Replacement Return. For purposes of this defined term:
|
|
|
|
The Borrower shall give the Agent (X) a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 1:00 p.m. (Boston time) (or telephonic notice not
later than 1:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 2:00 p.m. (Boston time)) (i)
|
(a) |
[reserved];
|
(b) |
[reserved];
|
(c) |
Debt arising under this Agreement, the Notes and the other Loan Documents;
|
(g) |
Debt in respect of reverse repurchase agreements; and
|
(h) |
other Debt considered and approved by all the Banks on a case-by-case basis;
|
If to the Acquiring Fund:
|
If to an Acquired Fund:
|
|
|
If to the Acquiring Fund:
|
If to an Acquired Fund:
|
|
Signature: |
/s/ Brian Kerrane | |
Name: | Brian Kerrane | |
Title |
Managing Director |
Signature: |
/s/ James M. Dykas | |
Name: | James M. Dykas | |
Title: |
President and CEO |
If to the Acquiring Fund:
|
If to the Acquired Fund:
|
If to the Acquiring Fund:
|
If to the Acquired Fund:
|
Signature: |
/s/ Brian Kerrane | |
Name: | Brian Kerrane | |
Title |
Managing Director |
Signature: |
/s/ James M. Dykas | |
Name: | James M. Dykas | |
Title |
Chief Financial Officer |
K&L GATES LLP
1601 K STREET, N.W.
WASHINGTON, DC 20006
T +1 202 778 9000 F +1 202 778 9100 klgates.com
|
1.
|
the Common Stock, when (a) duly issued and sold in accordance with the Registration Statement and applicable Prospectus Supplement or upon exercise of Subscription Rights as contemplated by the Registration
Statement and applicable Prospectus Supplement and (b) delivered to the purchaser or purchasers thereof against receipt by the Fund of such lawful consideration therefor as the Board of Directors (or an authorized committee thereof) may
determine and at a price per share not less than the per share par value of the Common Stock, will be validly issued, fully paid and nonassessable; and
|
2.
|
The Subscription Rights, when duly issued in accordance with the Registration Statement and applicable Prospectus Supplement and the provisions of any applicable Transaction Document (as hereinafter defined),
will be validly issued.
|
(i)
|
the Board of Directors, including any authorized committee thereof, and/or appropriate officers of the Fund shall have duly (x) established the terms of issuance and sale of the Securities and (y) authorized
and taken any other necessary corporate or other action to approve the issuance and sale of the Securities and related matters, and sufficient shares of Common Stock, including any shares of Common Stock issuable upon exercise of
Subscription Rights, shall have been duly reserved and/or reclassified for issuance;
|
(ii)
|
the resolutions authorizing the Fund to register, offer, sell and issue the Securities shall not have been rescinded and shall be unchanged at all times during which the Securities are offered, sold or issued
by the Fund;
|
(iii)
|
The terms of the issuance and sale of the Securities (x) shall have been duly established in accordance with all applicable law, the Organizational Documents, any underwriting agreement, any subscription
agreement and any other relevant agreement relating to the issuance and sale of the Securities (collectively, the “Transaction Documents”) and the authorizing resolutions of the Board of Directors (or any authorized committee
thereof), and (y) shall not result in a default under or breach of (nor constitute any event which with notice, lapse of time or both would constitute a default under or result in any breach of) any agreement or instrument binding upon the
Fund and so as to comply with any restriction imposed by any court or governmental body having jurisdiction over the Fund;
|
(iv)
|
the Organizational Documents shall have not been amended after the date hereof in a manner that would affect the validity of any of the opinions rendered herein;
|
(v)
|
upon issuance of any Common Stock, including upon exercise of Subscription Rights, the total number of shares of Common Stock issued and outstanding shall not exceed the total number of shares of Common Stock
that the Fund is then authorized to issue under both its charter and the resolutions authorizing the applicable offerings pursuant to the Transaction Documents;
|
(vi)
|
the Securities and any certificates representing the Securities have been, as applicable, duly authenticated, executed, countersigned, registered and delivered upon payment of the agreed-upon legal
consideration therefor and have been duly issued and sold in accordance with the Registration Statement, as amended (including all necessary post-effective amendments), and any applicable Prospectus Supplement and Transaction Document;
|
(vii)
|
each Transaction Document complies with the requirements of all applicable law and authorizing resolutions, does not contain any provision inconsistent with the Organizational Documents and has been duly
authorized, executed and delivered by, and will constitute a valid and binding obligation of, each party thereto;
|
(viii)
|
the Registration Statement, as amended (including all necessary post-effective amendments), and any additional registration statement filed under Rule 462 under the 1933 Act, shall be effective under the 1933
Act, and such effectiveness shall not have been terminated or rescinded;
|
(ix)
|
an appropriate Prospectus Supplement shall have been prepared, delivered and filed in compliance with the 1933 Act and the applicable rules and regulations thereunder;
|
(x)
|
the Securities shall be issued and sold in compliance with all U.S. federal and state securities laws and solely in the manner stated in the Registration Statement and the applicable Prospectus Supplement and
there shall not have occurred any change in such laws affecting the validity of the opinions rendered herein;
|
(xi)
|
there shall have been no change in Maryland law applicable to the Securities that would affect the validity of any of the opinions rendered herein;
|
(xii)
|
no person shall have been accorded preemptive rights to purchase any Securities, whether pursuant to applicable law, the Organizational Documents or by contract.
|
|
Very truly yours,
/s/ K&L Gates LLP
|
(1)
|
No separate consideration will be received by the Registrant. Any shares issued pursuant to an offering of rights to acquire shares
of common stock, including any shares issued pursuant to an over-subscription privilege or a secondary over-subscription privilege, will be shares registered under this Registration Statement.
|
PROSPECTUS SUPPLEMENT1
|
Filed Pursuant to Rule 424( )( )
|
To Prospectus dated [ ]
|
Registration Statement No. 333-[ ]
|
•
|
Will substantially dilute the NAV of shares of Common Stock owned by Stockholders who do not fully exercise their rights and purchase additional Common Stock;
|
•
|
Will substantially dilute the voting power of Stockholders who do not fully exercise their Rights since they will own a smaller proportionate interest in the Fund upon completion of the offering; and
|
•
|
May increase the discount to NAV of a Stockholder’s Common Stock if the Subscription Price is set at a time when the Common Stock is trading at a discount to NAV.
|
Per Share
|
Total(4)
|
|||||
Estimated subscription price(1)
|
$
|
[ ]
|
$
|
[ ]
|
||
Estimated Sales Load(2)
|
$
|
[ ]
|
$
|
[ ]
|
||
Estimated proceeds, before expenses, to the Fund(3)
|
$
|
[ ]
|
$
|
[ ]
|
(1)
|
Estimated on the basis of [ ]% of the average of the last reported sales price per share of Common Stock at the close of trading on the NYSE American on [ ], 202[ ] and each of the [four (4)] preceding
trading days.
|
(2)
|
[[ ], the dealer manager for the Rights offering (the “Dealer Manager”), will receive a fee from the Fund for its financial structuring and solicitation services equal to [ ]% of the Subscription Price per
share of Common Stock issued pursuant to the exercise of Rights (including pursuant to the over-subscription privilege). The Dealer Manager will reallow a part of its fees to other broker-dealers that have assisted in soliciting the exercise
of Rights. The Dealer Manager fee will be borne by the Fund and indirectly by all of its Stockholders, including those who do not exercise their Rights. See “Plan of Distribution.”]
|
(3)
|
[Before deduction of expenses related to the Rights offering, which are estimated approximately at $[ ], including partial reimbursement of the Dealer Manager for its expenses incurred in connection with the
offering in an amount up to $[ ]. Certain offering expenses are paid indirectly by Stockholders, including those who do not exercise their Rights. Such fees and expenses will immediately reduce the NAV per share of each outstanding share
of Common Stock, including those purchased by an investor in the Rights offering. The amount of proceeds to the Fund net of any fees and expenses of the offering are estimated to be approximately $[ ] per share of Common Stock and
approximately $[ ] in the aggregate. Stockholders will not directly bear any offering expenses.]
|
(4)
|
Assumes all Rights are exercised at the estimated Subscription Price. All of the Rights offered may not be exercised.
|
Page
|
|
SUMMARY OF THE TERMS OF THE RIGHTS OFFERING
|
R-[ ]
|
TABLE OF FEES AND EXPENSES
|
R-[ ]
|
USE OF PROCEEDS
|
R-[ ]
|
CAPITALIZATION
|
R-[ ]
|
PRICE RANGE OF SHARES OF COMMON STOCK
|
R-[ ]
|
DESCRIPTION OF THE RIGHTS OFFERING
|
R-[ ]
|
SPECIAL CHARACTERISTICS AND RISKS OF THE RIGHTS OFFERING
|
R-[ ]
|
TAXATION
|
R-[ ]
|
PLAN OF DISTRIBUTION
|
R-[ ]
|
LEGAL MATTERS
|
R-[ ]
|
PROSPECTUS SUMMARY
|
[ ]
|
SUMMARY OF FUND EXPENSES
|
[ ]
|
FINANCIAL HIGHLIGHTS
|
[ ]
|
THE FUND
|
[ ]
|
THE OFFERING
|
[ ]
|
USE OF PROCEEDS
|
[ ]
|
INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGY
|
[ ]
|
PORTFOLIO COMPOSITION
|
[ ]
|
USE OF LEVERAGE AND RELATED RISKS
|
[ ]
|
RISK FACTORS
|
[ ]
|
MANAGEMENT OF THE FUND
|
[ ]
|
PORTFOLIO TRANSACTIONS
|
[ ]
|
Number of Rights Issued
|
[ ] Right will be issued in respect of each share of Common Stock of the Fund outstanding as of the close of trading on the NYSE American on the Record Date. See “Terms of the Rights Offering.”
|
|
Number of Rights Required to Purchase One share of Common Stock
|
A holder of Rights may purchase one share of Common Stock of the Fund for every [ ] Rights exercised (1-for-[ ]); however, any Record Date Stockholder who owns fewer than [ ] shares of Common Stock as of the close
of business on the Record Date may subscribe for one full share of Common Stock. See “Terms of the Rights Offering.”
|
|
[Over-Subscription Privilege]
|
[Record Date Stockholders who fully exercise all Rights initially issued to them (other than those Rights to acquire less than one share of Common Stock, which cannot be exercised) are entitled to subscribe for
additional Common Stock which was not subscribed for by other Record Date Stockholders at the same Subscription Price, subject to certain limitations and subject to allotment. This is known as the “over-subscription privilege” (the
“Over-Subscription Privilege”). Record Date Stockholders or Existing Rights Holders on the Expiration Date who choose not to exercise their full rights to purchase additional shares will permit Stockholders who exercise the Over-Subscription
Privilege to purchase additional shares at a discount without furnishing additional rights or providing any compensation to the non-participating Stockholders for the dilution of their ownership percentage or voting rights. Investors who are
not Record Date Stockholders, but who otherwise acquire Rights to purchase the Fund’s Common Stock pursuant to the Rights offering (e.g., Rights acquired in the secondary market), are not entitled to subscribe for any of the Fund’s Common
Stock pursuant to the Over-Subscription Privilege. If sufficient Common Stock is available, all Record Date Stockholders’ over-subscription requests will be honored in full. If these requests for Common Stock exceed the Common Stock
available, the available Common Stock will be allocated pro rata among those fully exercising Record Date Stockholders who over-subscribe based on the number of Rights originally issued to them by the Fund. Common Stock acquired pursuant to
the Over-Subscription Privilege are subject to allotment.
Notwithstanding the above, the Board has the right in its absolute discretion to eliminate the Over-Subscription Privilege if it considers it to be in the best interest of the Fund to do so. The Board may make that
determination at any time, without prior notice to Rights holders or others, up to and including the fifth day following the Expiration Date. See “Over-Subscription Privilege.”
Any Common Stock issued pursuant to the Over-Subscription Privilege will be Common Stock registered under the Prospectus.]
|
Subscription Period
|
The Rights may be exercised at any time after issuance and prior to expiration of the Rights (the “Subscription Period”), which will be [5:00] PM Eastern Time on [ ], 202[ ] (the “Expiration Date”), unless
otherwise extended. See “Terms of the Rights Offering” and “Method of Exercising Rights.” Any exercise of Rights during the Subscription Period is referred to
as the “Primary Subscription,” which does not include any over-subscription privilege. The Rights offering may be terminated or extended by the Fund at any time for any reason before the Expiration Date. If the Fund terminates the Rights
offering, the Fund will issue a press release announcing such termination and will direct the Rights Agent (defined below) to return, without interest, all subscription proceeds received to such Stockholders who had elected to purchase Common
Stock.
|
|
Transfer of Rights
|
The Rights will be transferable until [ ], 202[ ], the last NYSE American trading day prior to the Expiration Date and will be admitted for trading on the NYSE American. See “Terms
of the Rights Offering,” “Sales by Rights Agent” and “Method of Transferring Rights.”
|
|
Sale of Rights
|
[The Rights are transferable until the completion of the Subscription Period and will be admitted for trading on the NYSE American under the symbol “[ ]”. Although no assurance can be given that a market for the
Rights will develop, trading in the Rights on the NYSE American is expected to begin [two] Business Days prior to the Record Date and may be conducted until the close of trading on [ ], 202[ ], the last NYSE American trading day prior to the
Expiration Date. For purposes of this Prospectus Supplement, a “Business Day” shall mean any day on which trading is conducted on the NYSE American.
Trading of the Rights on the NYSE American will be conducted on a when-issued basis until and including the date on which the Subscription Certificates (as defined below) are mailed to Record Date Stockholders and
thereafter will be conducted on a regular-way basis until and including the last NYSE American trading day prior to the completion of the Subscription Period. The shares of Common Stock are expected to begin trading ex-Rights [one] Business
Day prior to the Record Date.
[Rights that are sold will not confer any right to acquire any Common Stock pursuant to an Over-Subscription Privilege, and any Record Date Stockholder who sells any Rights will not be eligible to participate in the
Over-Subscription Privilege, if any.]
The value of the Rights, if any, will be reflected by their market price on the NYSE American. Rights may be sold by individual holders through their broker or financial advisor or may be submitted to the Rights
Agent (defined below) for sale. Any Rights submitted to the Rights Agent for sale must be received by the Rights Agent prior to [5:00] PM Eastern Time, on or before [ ], 202[ ], [five] Business Days prior to the Expiration Date (or, if the
subscription period is extended, prior to [5:00] PM Eastern Time, on the [fifth] Business Day prior to the extended Expiration Date).
|
[Holders of Rights who are unable or do not wish to exercise any or all of their Rights and are unsure how to sell Rights through their broker or financial adviser may contact the Rights Agent to facilitate the sale
of any unexercised Rights. The Rights Agent will contact the Dealer Manager (defined below) or other brokers in order to assist Rights holders whose Rights are not currently held at a broker-dealer or other applicable financial intermediary
to facilitate the sale of the Rights. If the Rights Agent receives Rights for sale in a timely manner, the Rights Agent will first offer any Rights submitted to the Rights Agent for sale to the Dealer Manager for purchase. If the Dealer
Manager purchases the Rights, the sales price paid by the Dealer Manager will be based upon the then-current market price for the Rights. If the Dealer Manager declines to purchase any such Rights offered for sale by the Rights Agent, the
Rights Agent will attempt to sell such Rights in the open market.]
Stockholders of record, who hold their shares through American Stock Transfer & Trust Company, LLC, the Fund’s transfer agent, and whose addresses are outside the
United States, or who have an APO or FPO address, are encouraged to contact the Rights Agent to facilitate the sale of their Rights if they are otherwise unable or unwilling to exercise the Rights. The Rights Agent will also attempt to sell
any Rights attributable to Record Date Stockholders whose addresses are outside the United States, or who have an APO or FPO address. See “Foreign Restrictions.”
Any commissions will be paid by the selling Rights holders. Neither the Fund nor the Rights Agent will be responsible if Rights cannot be sold and neither has guaranteed any minimum sales price for the Rights. If
the Rights can be sold, sales of these Rights will be deemed to have been effected at the weighted average price received by the Rights Agent on the day such Rights are sold, less any applicable brokerage commissions, taxes and other expenses
(i.e., costs incidental to the sale of Rights).
For a discussion of actions that may be taken by [ ] (the “Dealer Manager”) to seek to facilitate the trading market for Rights and the placement of Common Stock pursuant to the exercise of Rights, including the
purchase of Rights and the sale during the Subscription Period by the Dealer Manager of Common Stock acquired through the exercise of Rights and the terms on which such sales will be made, see “Plan of
Distribution.”
Stockholders are urged to obtain a recent trading price for the Rights on the NYSE American from their broker, bank, financial advisor or the financial press.
|
Banks, broker-dealers and trust companies that hold Common Stock for the accounts of others are advised to notify those persons that purchase Rights in the secondary market that such Rights will not participate in any Over-Subscription
Privilege. See “Terms of the Rights Offering” and “Sales by Rights Agent.”]
|
||
Method of Exercising Rights
|
Rights may be exercised by completing and signing the subscription certificate that accompanies this Prospectus Supplement and mailing it in the envelope provided, or otherwise delivering the completed and signed
subscription certificate to the Rights Agent, together with payment in full for the Common Stock at the Subscription Price by the Expiration Date.
Rights may also be exercised by contacting your broker, trustee or other nominee, who can arrange, on your behalf, (1) to deliver a notice of guaranteed delivery along with payment of the shares prior to [5:00] PM
Eastern Time, on the Expiration Date and (2) to guarantee delivery of a properly completed and executed subscription certificate pursuant to a notice of guaranteed delivery by the close of business on the [second] Business Day after the
Expiration Date.
|
|
Distribution Arrangements
|
[[ ] will act as Dealer Manager for the offer. Under the terms and subject to the conditions contained in a Dealer Manager Agreement among the Fund, the Adviser and the Dealer Manager (the “Dealer Manager
Agreement“), the Dealer Manager will provide financial structuring services in connection with the offering and will solicit the exercise of Rights and participation in the Over-Subscription Privilege (if any). The offering is not contingent
upon any number of Rights being exercised. The Fund has agreed to pay the Dealer Manager a fee for its financial structuring and solicitation services equal to [ ]% of the Subscription Price for each share of Common Stock issued pursuant to
the exercise of Rights (including pursuant to the Over-Subscription Privilege, if any), a portion of which may be reallowed to an affiliate of the Dealer Manager. The Dealer Manager will reallow a part of its fees to other broker-dealers that
have assisted in soliciting the exercise of Rights. The Fund has also agreed to pay the Dealer Manager up to $[ ] as a partial reimbursement for its reasonable out-of-pocket expenses incurred in connection with the offering. The Fund will
also pay expenses relating to the printing or other production, mailing and delivery expenses incurred in connection with materials related to the offering, including all reasonable out-of-pocket fees and expenses, if any, incurred by the
Dealer Manager, Selling Group Members (as defined below), Soliciting Dealers (as defined below) and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the offering
to their customers. The Fund and the Adviser have also agreed to indemnify the Dealer Manager against certain liabilities, including under the Securities Act of 1933, as amended (the “Securities Act”). The fees paid to the Dealer Manager will
be borne by the Fund and indirectly by all of its Stockholders, including those who do not exercise the Rights. All of the costs of the offering will be borne by the Fund and indirectly by the Fund’s Stockholders whether or not they exercise
their Rights.]
|
Use of Proceeds
|
The Fund estimates the net proceeds of the Rights offering to be approximately $[ ]. This figure is based on the Subscription Price per share of Common Stock of $[ ] and assumes all new shares of Common Stock
offered are sold and that the expenses related to the Rights offering estimated at approximately $[ ] and the Dealer Manager fee are paid.
NBIA anticipates that investment of the proceeds will be made in accordance with the Fund’s investment objectives and policies as appropriate investment opportunities are identified, which is expected to be
substantially completed in approximately [three] months. This could occur because market conditions could result in NBIA delaying the investment of proceeds if it believes the risk of making additional investments is not favorable. See “Investment Objectives and Principal Investment Strategy” in the Prospectus. Pending such investment, the proceeds will be held in [high quality short term debt
securities and instruments]. See “Use of Proceeds.” In addition, the Fund may use a portion of such proceeds, depending on market conditions, for other general corporate purposes.
|
|
Taxation/ERISA
|
See “Taxation” and “Employee Benefit Plan and IRA Considerations.”
|
|
Rights Agent
|
[ ] See “Rights Agent.”
|
|
Information Agent
|
[ ]. See “Information Agent.”
|
|
Risks
|
See “Special Characteristics and Risks of the Rights Offering” below and “Risk Factors” in the accompanying Prospectus for a discussion of the factors you should consider
carefully before deciding to invest in the Fund’s Common Stock.
|
Sales Load (as a percentage of offering price)(1)
|
[ ]%
|
Offering Expenses Borne by the Fund (as a percentage of offering price) (1)
|
[ ]%
|
Distribution Reinvestment Plan Fees(2)
|
[None]
|
Percentage of Net
Assets
Attributable to
Common Stock
|
|
Annual Fund Expenses
|
|
Management Fees(3)
|
[ ]%
|
Interest Expenses(4)
|
[ ]%
|
Other Expenses(5)
|
[ ]%
|
Total Annual Fund Operating Expenses
|
[ ]%
|
(1)
|
[The Fund has agreed to pay the Dealer Manager for its financial structuring and solicitation services a fee (i.e., the sales load) equal to [ ]% of the aggregate Subscription Price for the shares of Common Stock
issued pursuant to the Rights offering (including pursuant to the Over-Subscription Privilege). The Fund has also agreed to pay the Dealer Manager up to $[ ] as partial reimbursement for its reasonable out-of-pocket expenses incurred in
connection with the offer. The Fund will also pay expenses relating to the printing or other production, mailing and delivery expenses incurred in connection with materials related to the offer, including all reasonable out-of-pocket fees and
expenses, if any, incurred by the Dealer Manager, Selling Group Members (as defined below), Soliciting Dealers (as defined below) and other brokers, dealers and financial institutions in connection with their customary mailing and handling of
materials related to the Rights offering to their customers. In addition, the Fund has agreed to pay a fee to each of the Rights Agent and the Information Agent estimated to be $[ ] and $[ ], respectively, plus reimbursement for their
out-of-pocket expenses related to the offer. Total offering expenses (not including the sales load) are estimated to be $[ ], which assumes that the Rights offering is fully subscribed. The fee paid to the Dealer Manager is reflected in the
table under “Sales load” and the other fees and expenses described in this note are reflected in the table under “Offering Expenses.” The sales load and the offering expenses will be borne by the Fund and indirectly by all of the Fund’s
Common Stockholders, including those who do not exercise their Rights, and will result in a reduction of the NAV of the shares of Common Stock. See “Plan of Distribution.”]
|
(2)
|
[The Plan Agent’s fees for the handling of the reinvestment of distributions will be paid by the Fund. However, you will pay brokerage charges if you direct the Plan Agent to sell your Common Stock held in a
distribution reinvestment account. See “Distribution Reinvestment Plan” in the accompanying Prospectus.]
|
(3)
|
The Adviser receives a management fee payable on a monthly basis at an annual rate of 0.60% of the Fund’s average daily Managed Assets for investment advisory services. In addition, the Adviser receives a fee
payable on a monthly basis at an annual rate of [0.25]% of the Fund’s average daily Managed Assets for administrative services. “Managed Assets” means the Fund’s total assets minus liabilities other than the aggregate indebtedness entered
into for purposes of leverage. Consequently, since the Fund has leverage outstanding, the management fee as a percentage of net assets attributable to Common Stock is higher than if the Fund did not utilize leverage.
|
(4)
|
[“Interest Expenses” reflects leverage, in the form of borrowings under the Credit Facility, in an amount equal to approximately [ ]% of the Fund’s Managed Assets as of [ ], 202[ ]. The interest expense borne by
the Fund will vary over time in accordance with the level of the Fund’s use of leverage and variations in market interest rates. Interest expense is required to be treated as an expense of the Fund for accounting purposes. The Fund currently
anticipates that it may increase its leverage through [additional borrowings] after completion of the Rights offering, in which case the Interest Expenses, Management Fees and Total Annual Fund Operating Expenses would increase.]
|
(5)
|
“Other Expenses” are based on estimated amounts for the current year assuming completion of the proposed issuances. Does not include the sales load or other expenses of the Fund incurred in connection with the
Rights offering. However, these expenses will be borne by all holders of the Fund’s Common Stock, including those who do not exercise their Rights, and result in a reduction of the NAV of the shares of Common Stock.
|
1 Year
|
3 Year
|
5 Year
|
10 Year
|
|||
$[ ]
|
$[ ]
|
$[ ]
|
$[ ]
|
|
As of [ ], 202[ ]
|
|||
|
Actual
|
|
As
Adjusted |
|
Common Stockholders’ Equity:
|
|
|
||
Paid-in capital (Common Stock, $0.0001 par value per share; [ ] shares of Common Stock authorized (The “Actual” column reflects the [ ] shares outstanding as of [ ], 202[ ]. The “As Adjusted” column assumes the issuance of [ ] shares of Common Stock pursuant to the Rights offering.))
|
|
$[ ]
|
|
$[ ]
|
Total distributable earnings/(accumulated loss)
|
|
$[ ]
|
|
$[ ]
|
Net assets applicable to Common Stock
|
|
$[ ]
|
|
$[ ]
|
|
|
NYSE American Market Price(1)
|
|
NAV per share on Date of NYSE American Market Price(1)
|
|
Market Premium/(Discount) to
NAV on Date of NYSE per share American Market Price(1) |
|
||||||||||
Quarter Ended(2)
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
[ ], 202[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
[ ]
|
[ ]
|
||
January 31, 202[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
[ ]
|
[ ]
|
||
October 31, 2022
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
[ ]
|
[ ]
|
||
July 31, 2022
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
[ ]
|
[ ]
|
||
April 30, 2022
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
[ ]
|
[ ]
|
||
January 31, 2022
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
[ ]
|
[ ]
|
October 31, 2021
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
[ ]
|
[ ]
|
||
July 31, 2021
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
[ ]
|
[ ]
|
||
April 30, 2021
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
[ ]
|
[ ]
|
||
January 31, 2021
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
[ ]
|
[ ]
|
EVENT
|
DATE
|
||
Record Date
|
[ ]
|
||
Subscription Period
|
[ ]**
|
||
Final Date Rights Will Trade
|
[ ]**
|
||
Expiration Date
|
[ ]**
|
||
Deadline for Subscription Certificates and Payment for Common Stock*
|
[ ]**
|
||
Deadline for Notice of Guaranteed Delivery
|
[ ]**
|
||
Deadline for Payment Pursuant to Guarantees of Delivery*
|
[ ]**
|
||
Deadline for Delivery of Subscription Certificates Pursuant to Guarantees of Delivery
|
[ ]**
|
||
Issuance Date
|
[ ]**
|
||
Final Payment for Common Stock Due***
|
[ ]
|
||
Confirmation Mailed to Exercising Rights Holders
|
[ ]**
|
*
|
A Stockholder exercising Rights must deliver by [5:00] PM Eastern Time on [ ], 202[ ], either (a) a Subscription Certificate and payment for shares of Common Stock or (b) a notice of guaranteed delivery and payment
for shares of Common Stock.
|
|
**
|
Unless the offer is extended.
|
|
***
|
Additional amount due (in the event the Subscription Price exceeds the estimated Subscription Price).
|
Stockholder’s Record Date Position
|
|
x Excess Common Stock Remaining
|
Total Record Date Position of All Over-Subscribers
|
(1)
|
A holder of Rights can send the Subscription Certificate, together with payment in the form of a check for the Common Stock subscribed for in the Rights offering and, if eligible, for any additional Common Stock subscribed for pursuant to
the Over-Subscription Privilege, to the Rights Agent based on the Subscription Price of $[ ] per share of Common Stock. To be accepted, the payment, together with the executed Subscription Certificate,
must be received by the Rights Agent at the address noted above prior to [5:00] PM Eastern Time on the Expiration Date. The Rights Agent will deposit all stock purchase checks received by it prior to the final due date into a segregated
account pending proration and distribution of Common Stock. The Rights Agent will not accept cash as a means of payment for Common Stock.
|
(2)
|
Alternatively, a subscription will be accepted by the Rights Agent if, prior to [5:00] PM Eastern Time on the Expiration Date, the Rights Agent has received payment of the full Subscription Price for the Common Stock subscribed for in the
Rights offering and, if eligible, for any additional Common Stock subscribed for pursuant to the Over-Subscription Privilege and a written notice of guaranteed delivery by mail or email from a bank, trust company or NYSE American member,
guaranteeing delivery of a properly completed and executed Subscription Certificate. In order for the notice of guarantee to be valid, full payment for the Common Stock at the Subscription Price must be received with the notice. The Rights
Agent will not honor a notice of guaranteed delivery unless a properly completed and executed Subscription Certificate is received by the Rights Agent by the close of business on the [second] Business Day after the Expiration Date and the
full payment is not received by the Expiration Date. The notice of guaranteed delivery may be delivered to the Rights Agent in the same manner as Subscription Certificates at the addresses set forth above, or may be transmitted to the Rights
Agent by email to: [ ].
|
(1)
|
Both examples assume the full Primary Subscription is exercised. Actual amounts may vary due to rounding.
|
(2)
|
For illustrative purposes only. It is not known at this time what the NAV per share of Common Stock will be on the Expiration Date.
|
(3)
|
For illustrative purposes only; reflects an estimated Subscription Price of $[ ] based upon [ ]% of the average of the last reported sales price per share of the Fund’s Common Stock at the close of trading on the NYSE American on [ ],
202[ ] and each of the [four (4)] preceding trading days. It is not known at this time what the Subscription Price will be on the Expiration Date.
|
•
|
The value of a Right will not be includible in the income of a Stockholder at the time the subscription right is issued.
|
||
•
|
The basis of a Right issued to a Stockholder will be zero, and the basis of the share of Common Stock with respect to which the Right was issued (the old share) will remain unchanged, unless either (a) the fair
market value of the Right on the date of distribution is at least 15% of the fair market value of the old share of Common Stock, or (b) such Stockholder affirmatively elects (in the manner set out in Treasury regulations under the Code to
allocate to the Right a portion of the basis of the old share of Common Stock. If either (a) or (b) applies, such Stockholder must allocate basis between the old share of Common Stock and the Right in proportion to their fair market values on
the date of distribution.
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The basis of a Right purchased in the market will generally be its purchase price.
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The holding period of a Right issued to a Stockholder will include the holding period of the old share of Common Stock.
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No loss will be recognized by a Stockholder if a Right distributed to such Stockholder expires unexercised because the basis of the old share of Common Stock may be allocated to a Right only if the Right is
exercised. If a Right that has been purchased in the market expires unexercised, there will be a recognized loss equal to the basis of the Right.
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Any gain or loss on the sale of a Right will be a capital gain or loss if the Right is held as a capital asset (which in the case of a Right issued to Record Date Stockholders will depend on whether the old share of
Common Stock is held as a capital asset), and will be a long term capital gain or loss if the holding period is deemed to exceed one year.
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No gain or loss will be recognized by a Stockholder upon the exercise of a Right, and the basis of any share of Common Stock acquired upon exercise (the new share of Common Stock) will equal the sum of the basis (as
determined above), if any, of the Right and the Subscription Price of the Right for the new share of Common Stock. The holding period for the new share of Common Stock does not include the time during which the Right holder held the
unexercised Right and will begin no later than the date following the date when the Right is exercised.
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