Neuberger Berman Funds Seek Re-Election of Four Class II Directors

TL;DR

**Vote FOR the incumbent directors; their deep experience with closed-end fund specific issues like NAV discounts is critical for shareholder value.**

AI Summary

Neuberger Berman High Yield Strategies Fund Inc. (NHS), Neuberger Berman Energy Infrastructure and Income Fund Inc. (NML), and Neuberger Berman Real Estate Securities Income Fund Inc. (NRO) are holding a Joint Annual Meeting of Stockholders on October 1, 2025, at 2:00 p.m. Eastern Time. The primary agenda is the election of four Class II Directors to serve until the 2028 annual meeting. Three Class II Directors—Michael J. Cosgrove, Deborah C. McLean, and Paul M. Nakasone—will be voted on by common and preferred stockholders together. Ami G. Kaplan, a Class II Director, will be voted on by preferred stockholders of NHS and common stockholders of NML and NRO. The Boards emphasize the nominees' extensive experience, including evaluating issues unique to closed-end funds like market price discounts to NAV, and their approval of actions such as managing distribution rates and approving fund mergers to enhance investor value. All nominees oversee 50 funds within the Neuberger Berman fund complex, demonstrating broad oversight experience.

Why It Matters

This DEF 14A filing outlines the re-election of key directors for three Neuberger Berman closed-end funds, impacting their strategic direction and governance. For investors, the continuity of directors with experience in managing closed-end fund specific issues, such as NAV discounts and distribution rates, is crucial for potential value enhancement. Employees and customers benefit from stable leadership that has a track record of approving actions designed to increase competitiveness. In a competitive market, the directors' ability to navigate complex financial landscapes and implement discount mitigation measures directly influences the funds' attractiveness compared to rivals.

Risk Assessment

Risk Level: low — The risk level is low because the filing primarily concerns the routine re-election of incumbent Class II Directors, who have a demonstrated history of overseeing 50 funds within the Neuberger Berman complex. The Boards have explicitly stated their review of qualifications and belief that the re-election is in the best interests of stockholders, indicating a stable governance structure with experienced leadership.

Analyst Insight

Investors should review the qualifications of the nominated Class II Directors and vote 'FOR' their election to ensure continuity of experienced leadership. Their track record in addressing closed-end fund specific challenges, such as NAV discounts, suggests a commitment to shareholder value.

Key Numbers

• October 1, 2025 — Joint Annual Meeting Date (Date when stockholders will vote on director elections.)
• 2:00 p.m. Eastern Time — Meeting Time (Scheduled time for the Joint Annual Meeting of Stockholders.)
• July 17, 2025 — Record Date (Date by which stockholders must own shares to vote at the meeting.)
• 4 — Number of Class II Directors (Number of directors up for election at the meeting.)
• 2028 — Term Expiration Year (Year until which elected Class II Directors will serve.)
• 50 — Funds Overseen (Number of funds in the Neuberger Berman complex overseen by each nominee.)
• 877-461-1899 — Shareholder Services Phone Number (Contact number for stockholder inquiries and meeting attendance.)
• 77 — Retirement Age (Age by which Directors of a Fund are generally called to retire.)

Key Players & Entities

• Neuberger Berman High Yield Strategies Fund Inc. (company) — Registrant and Fund
• Neuberger Berman Energy Infrastructure and Income Fund Inc. (company) — Registrant and Fund
• Neuberger Berman Real Estate Securities Income Fund Inc. (company) — Registrant and Fund
• Michael J. Cosgrove (person) — Class II Director nominee
• Deborah C. McLean (person) — Class II Director nominee
• Paul M. Nakasone (person) — Class II Director nominee
• Ami G. Kaplan (person) — Class II Director nominee
• Neuberger Berman Investment Advisers LLC (company) — Investment Adviser
• Claudia A. Brandon (person) — Secretary of the Funds
• Securities and Exchange Commission (regulator) — Regulatory body

FAQ

Industry Context

The Neuberger Berman High Yield Strategies Fund operates within the closed-end fund industry, which is characterized by specialized investment strategies and unique market dynamics. These funds often trade at a discount or premium to their Net Asset Value (NAV). The industry faces ongoing scrutiny regarding governance, fees, and shareholder engagement, particularly concerning director elections and fund management decisions.

Regulatory Implications

As a registered investment company, the Funds are subject to the Investment Company Act of 1940 and other SEC regulations. The election of directors is a key governance event governed by these regulations. Any changes in fund structure or management, such as mergers, also require regulatory compliance and shareholder approval.

What Investors Should Do

1. Review the proxy materials carefully to understand the proposals, especially the election of directors.
2. Vote your shares by proxy, either by telephone or internet, or by returning the proxy card, to ensure your vote is counted.
3. Attend the Joint Annual Meeting on October 1, 2025, if possible, to vote in person and engage with the Board.
4. Contact Shareholder Services at 877-461-1899 if you have any questions regarding the meeting or voting procedures.

Key Dates

• 2025-10-01: Joint Annual Meeting of Stockholders — Stockholders will vote on the election of Class II Directors and any other business properly brought before the meeting.
• 2025-07-17: Record Date — Stockholders must own shares by this date to be entitled to vote at the Joint Annual Meeting.
• 2028-10-01: Term Expiration for Class II Directors — The elected Class II Directors will serve until the annual meeting of stockholders in this year, or until their successors are elected and qualified.
• 2025-08-25: Mailing of Proxy Materials — The Notice of Joint Annual Meeting, Proxy Statement, and form of proxy are expected to be mailed to stockholders around this date.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides definitive proxy materials to shareholders. (This document is the definitive proxy statement for the joint annual meeting of the Neuberger Berman Funds.)

Class II Directors

A category of directors on the Board of Directors, typically elected for a specific term. (Four Class II Directors are up for election at the meeting, with terms extending until 2028.)

Record Date

A specific date set by a company to determine which shareholders are eligible to vote at a shareholder meeting. (Stockholders must own shares as of July 17, 2025, to be eligible to vote at the October 1, 2025 meeting.)

Proxy

A document that authorizes another person to act on behalf of a shareholder, typically to vote their shares at a meeting. (Shareholders are urged to authorize a proxy to vote their shares in advance of the meeting.)

NAV

Net Asset Value, which is the per-share market value of a fund. (The Boards' experience includes evaluating issues unique to closed-end funds like market price discounts to NAV.)

Street Name

When a security is held in the name of a broker or other nominee rather than directly in the investor's name. (If shares are held in street name, shareholders will receive voting instructions from their broker.)

Year-Over-Year Comparison

This filing is a definitive proxy statement for the annual meeting of stockholders. As it pertains to director elections and general meeting procedures, a direct comparison of financial metrics like revenue or net income to a previous filing is not applicable. The focus is on governance and the upcoming vote on director nominees, rather than year-over-year financial performance of the funds themselves.

Filing Documents

• neuberger-def14a_100125.htm (DEF 14A) — 622KB
• nb-proxyimg001.gif (GRAPHIC) — 36KB
• nb-proxyimg002.gif (GRAPHIC) — 23KB
• neubergerdef14a001.jpg (GRAPHIC) — 4KB
• neubergerdef14a004.jpg (GRAPHIC) — 1KB
• neubergerdef14a005.jpg (GRAPHIC) — 42KB
• 0001999371-25-011974.txt ( ) — 771KB

From the Filing

DEF 14A 1 neuberger-def14a_100125.htm DEFINITIVE PROXY STATEMENT nb-proxy UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to 240.14a-12 Neuberger Berman High Yield Strategies Fund Inc. Neuberger Berman Energy Infrastructure and Income Fund Inc. Neuberger Berman Real Estate Securities Income Fund Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: Neuberger Berman Energy Infrastructure and Income Fund Inc. Neuberger Berman High Yield Strategies Fund Inc. Neuberger Berman Real Estate Securities Income Fund Inc. _________________________ NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS To Be Held on October 1, 2025 _________________________ August 25, 2025 Dear Stockholder: NOTICE IS HEREBY GIVEN that a Joint Annual Meeting of Stockholders (the "Meeting") of each of Neuberger Berman High Yield Strategies Fund Inc. (NYSE American: NHS) ("High Yield Strategies Fund"), Neuberger Berman Energy Infrastructure and Income Fund Inc. (NYSE American: NML) ("Energy Infrastructure Fund") and Neuberger Berman Real Estate Securities Income Fund Inc. (NYSE American: NRO) ("Real Estate Securities Income Fund") (each, a "Fund" and, collectively, the "Funds") will be held on October 1, 2025, at 2:00 p.m. Eastern Time at the offices of Neuberger Berman Investment Advisers LLC ("NBIA"), 1290 Avenue of the Americas, New York, New York 10104. At the Meeting, common stockholders and preferred stockholders, if any, of each Fund will be asked to consider and act upon the following: (1) With respect to each Fund, the election of four Class II Directors as outlined below: A . Three Class II Directors, Michael J. Cosgrove, Deborah C. McLean, and Paul M. Nakasone, to be voted on by the holders of common stock and the holders of preferred stock, if any, voting together as a single class, such Directors to serve until the annual meeting of stockholders in 2028, or until their successors are elected and qualified; and B. One Class II Director, Ami G. Kaplan, to be voted on by the holders of preferred stock of High Yield Strategies Fund, voting as a single class, and by the holders of common stock of Energy Infrastructure Fund and Real Estate Securities Income Fund, voting as a single class, such Director to serve until the annual meeting of stockholders in 2028, or until her successor is elected and qualified; and (2) To consider and act upon any other business that may properly come before the Meeting or before any adjournments or postponements thereof. You are entitled to vote at the Meeting and at any adjournments or postponements thereof if you owned shares of a Fund at the close of business on July 17, 2025 ("Record Date"). Stockholders of each Fund are not required to attend the Meeting to vote. Whether or not stockholders plan to attend the Meeting, each Fund urges its stockholders to authorize a proxy to vote their shares in advance of the Meeting by one of the methods described in the Proxy Materials. If you attend the Meeting, you may vote your shares in person. Whether or not you expect to attend the Meeting, please review the enclosed materials and follow the instructions that appear on the enclosed proxy card(s) to vote. If you have any questions about the proposal or the voting instructions, please call 877-461-1899. The appointed proxies will vote in their discretion on any other business, including any vote on adjournments, as may properly come before

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