SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(D)(1) or 13(E)(1) of the

Securities Exchange Act Of 1934

NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC.

(Name of Subject Company (Issuer))

NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC.

(Name of Filing Person (Issuer))

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

64190A103

(CUSIP Number of Class of Securities)

Robert Conti

Chief Executive Officer and President

Neuberger Berman Real Estate Securities Income Fund Inc.

c/o Neuberger Berman Investment Advisers LLC

1290 Avenue of the Americas

New York, New York 10104-0002

Telephone:  (877) 628-2583

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

With a Copy to:

Arthur C. Delibert, Esq.

K&L Gates LLP

1601 K Street, NW

Washington, DC  20006

Telephone:  (202) 778-9000

Calculation of Filing Fee

Transaction Valuation	Amount of Filing Fee
$45,857,610 (a)	$5,314.90 (b)

(a)    Calculated as the aggregate maximum purchase price to be paid for 8,368,177 shares in the offer, based upon a price of 98% of the net asset value per share of $5.59 on December 1, 2016.

(b)   Calculated at $115.90 per $1,000,000 of the Transaction Valuation.

☒ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:   $5,314.90	Filing Party:	Neuberger Berman Real Estate Securities Income Fund Inc.
Form or Registration No.:  SC TO-I	Date Filed:	December 9, 2016

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

	third party tender offer subject to Rule 14d-1.
☒	issuer tender offer subject to Rule 13e-4.
	going-private transaction subject to Rule 13e-3.
	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  

Items 1 through 9 and Item 11.

This Amendment No. 1 hereby amends and supplements the Tender Offer Statement on Schedule TO initially filed by Neuberger Berman Real Estate Securities Income Fund Inc., a Maryland corporation (the “Fund”), with the Securities and Exchange Commission (the “Commission”) on December 9, 2016 (as amended hereby, the “Schedule TO”).  The Schedule TO relates to the Fund’s offer to purchase up to 15% of its outstanding shares of common stock, par value $0.0001 per share (the “Offer”), upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated December 9, 2016 and the related Letter of Transmittal, as the same may be amended or supplemented, copies of which have been filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.  Filed herewith as Exhibit (a)(5)(ii) is a copy of the press release issued by the Fund dated January10, 2017 announcing the preliminary results of the Offer and the information contained therein is incorporated herein by reference.

Except as amended herein, the information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.

Item 12.Exhibits.

Item 12 is hereby amended to add the following exhibit.

Exhibit No.	Document
(a)(5)(ii)	Press Release issued by the Fund dated January 10, 2017.

Item 13.

Not applicable.

Signature

After due 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.

Neuberger Berman Real Estate Securities Income Fund Inc.
By:	/s/ Robert Conti
Name:	Robert Conti
Title:	President

Dated as of:   January 10, 2017

Exhibit Index

Exhibit No.	Document
(a)(1)(i)	Offer to Purchase dated December 9, 2016.1
(a)(1)(ii)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).1
(a)(1)(iii)	Notice of Guaranteed Delivery.1
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.1
(a)(1)(v)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.1
(a)(1)(vi)	Notice of Withdrawal.1
(a)(5)(i)	Press Release issued by the Fund dated December 9, 2016.1
(a)(5)(ii)	Press Release issued by the Fund dated January 10, 2017. (Filed herewith).

¹Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on December 9, 2017

EX-99.(A)(5)(II)

Neuberger Berman Investment Advisers LLC 1290 Avenue of the Americas New York, NY 10104 Tel: (212) 476-9000

Contact:

Neuberger Berman

Investor Information

(877) 461-1899

NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND

ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER

NEW YORK, NY, January 10, 2017 — Neuberger Berman Real Estate Securities Income Fund Inc. (NYSE MKT: NRO) (the “Fund”) announced today the preliminary results of its tender offer.  The tender offer, which expired at 12:00 midnight, New York City time, on January 10, 2017 (one minute after 11:59 P.M., New York City time, on January 9, 2017) was oversubscribed.  Due to the fact that the number of shares tendered exceeded the number of shares the Fund offered to purchase, the Fund will purchase the maximum percentage of outstanding shares it previously announced on a pro-rata basis in accordance with the number of shares duly tendered by tendering stockholders and the terms of the Offer to Purchase (after taking into account “odd lots” and with appropriate adjustment to avoid purchase of fractional shares of common stock).

Based on preliminary information, 22,553,340.1997 shares of common stock were tendered, including 894,089 shares that were tendered through notice of guaranteed delivery.  The Fund currently expects that it will announce the final results of the tender offer after the expiration of the period for delivering shares tendered by guaranteed delivery.

About Neuberger Berman

Neuberger Berman, founded in 1939, is a private, independent, employee-owned investment manager.  The firm manages equities, fixed income, private equity and hedge fund portfolios for institutions and advisors worldwide.  With offices in 19 countries, Neuberger Berman’s team is more than 1,900 professionals and the company was named by Pensions & Investments as a Best Place to Work in Money Management for four consecutive years.  Tenured, stable and long-term in focus, the firm fosters an investment culture of fundamental research and independent thinking.  It manages $255 billion in client assets as of September 30, 2016.  For more information, please visit our website at www.nb.com.

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Statements made in this release that look forward in time involve risks and uncertainties.  Such risks and uncertainties include, without limitation, the adverse effect from a decline in the securities markets or a decline in the Fund’s performance, a general downturn in the economy, competition from other closed-end investment companies, changes in government policy or regulation, inability of the Fund’s investment manager to attract or retain key employees, inability of the Fund to implement its investment strategy, inability of the Fund to manage rapid expansion and unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations.