13D Filing: Bulldog Investors and Neuberger Berman Real Estate Securities Income Fund Inc (NRO)

Page 2 of 2 – SEC Filing

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) As per Amendment No. 2 to NRO’s Schedule TO-I filed on January 13, 2017,
there are 47,419,670 shares of common stock outstanding. The percentages set
forth herein were derived using such number. Phillip Goldstein, Andrew Dakos
and Steven Samuels own Bulldog Investors,LLC, a registered investment advisor.
As of May 9, 2017, Bulldog Investors, LLC is deemed to be the beneficial
owner of 2,326,369 shares of NRO (representing 4.91% of NRO’s outstanding
shares) solely by virtue of Bulldog Investors LLC’s power to direct the vote
of, and dispose of, these shares. These 2,326,369 shares of NRO include
1,306,773 shares (representing 2.76% of NRO’s outstanding shares) that are
beneficially owned by Mr. Goldstein and the following entities over which
Messrs. Goldstein, Dakos and Samuels exercise control: Opportunity
Partners LP, Calapasas West Partners LP, Full Value Special Situations
Fund, LP, Full Value Offshore Fund, Ltd., Full Value Partners, LP,
Opportunity Income Plus, LP, and MCM Opportunity Partners, LP (collectively,
“Bulldog Investors Group of Funds”). Mr. Goldstein and the Bulldog Investors
Group of Funds may be deemed to constitute a group. All other shares included
in the aforementioned 2,326,369 shares of NRO beneficially owned by Bulldog
Investors, LLC (solely by virtue of its power to sell or direct the vote of
these shares) are also beneficially owned by clients of Bulldog Investors, LLC
who are not members of any group. The total number of these “non-group”
shares is 1,019,596 shares (representing 2.15% of NRO’s outstanding shares).

(b)Bulldog Investors,LLC has sole power to dispose of and vote 1,306,773 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 1,019,596 shares.
Certain of Bulldog Investors, LLC’s clients (none of whom beneficially own more
than 5% of NRO’s shares) share this power with Bulldog Investors, LLC. Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.

c) Since the last filing on 5/5/17 the following shares of NRO were sold:

Date Shares Price
05/05/17 (14,260) 5.2422
05/08/17 (18,728) 5.2304
05/09/17 (50,000) 5.2221

d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.

e) The Reporting Persons ceased to be the beneficial owner of more than 5%
of NRO’s shares on May 9, 2017.

ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None

After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: 5/10/17

By: /S/ Phillip Goldstein
Name: Phillip Goldstein

By: /S/ Andrew Dakos
Name: Andrew Dakos

By: /S/ Steven Samuels
Name: Steven Samuels

Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member

Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.

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