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. )
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 under § 240.14a-12 |
Neuberger Berman Municipal 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 paid previously with preliminary materials: |
| [ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Neuberger Berman Municipal Fund Inc.
Neuberger Berman Next Generation Connectivity Fund Inc.
_________________________
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
To Be Held on July 17, 2025
_________________________
To Be Held on July 17, 2025
_________________________
June 13, 2025
Dear Stockholder:
NOTICE IS HEREBY GIVEN that a Joint Annual Meeting of Stockholders (the “Meeting”) of each of Neuberger Berman Municipal Fund Inc. (NYSE
American: NBH) (“Municipal Fund”) and Neuberger Berman Next Generation Connectivity Fund Inc. (NYSE: NBXG) (“Next Generation Connectivity Fund”) (each, a “Fund” and, together, the “Funds”) will be held on July 17, 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:
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(1)
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With respect to Municipal Fund, the election of four Class II Directors and Two Class I Directors as outlined below.
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A.
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Three Class II Directors, Michael J. Cosgrove, Deborah C. McLean, and Paul M. Nakasone, and Two Class I Directors, Marc Gary and Martha C. Goss, to be voted on by the
holders of common stock and the holders of preferred stock, voting together as a single class, such Directors to serve until the annual meeting of stockholders in 2028 and 2027, respectively, or until their successors are elected and
qualified;
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B.
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One Class II Director, Ami G. Kaplan, to be voted on by the holders of preferred stock, voting as a separate class, such Director to serve until the annual meeting of
stockholders in 2028, or until her successor is elected and qualified;
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With respect to Next Generation Connectivity Fund, the election of four Class II Directors and three Class I Directors as outlined below.
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C.
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Four Class II Directors, Michael J. Cosgrove, Deborah C. McLean, Paul M. Nakasone, and Ami G. Kaplan, and Three Class I Directors, Marc Gary, Martha C. Goss, and
Michael M. Knetter, to be elected by the holders of
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common stock, such Directors to serve until the annual meeting of stockholders in 2028 and 2027, respectively, or until their successors are elected and qualified;
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(2)
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To consider and act upon any other business that may properly come before the Meeting or before any adjournments or postponements thereof.
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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 April 23,
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 the Meeting or any adjournments
or postponements thereof. Any proposal submitted to a vote at the Meeting by anyone other than the officers or directors of the Funds may be voted on only in person or by written proxy.
We urge you to review the information in the accompanying proxy statement and vote FOR the election of the nominees of the Board of
Directors of each Fund using the enclosed proxy card(s).
Each Fund will admit to the Meeting: (1) all stockholders of record of the Fund as of the Record Date; (2) persons holding proof of beneficial ownership
thereof at the Record Date, such as a letter or account statement from a broker; (3) persons who have been granted valid proxies; and (4) such other persons that the Fund, in its sole discretion, may elect to admit. All persons wishing to be admitted to the Meeting must present photo identification. If you plan to attend the Meeting, please
call 877-461-1899.
Unless proxy cards submitted by corporations and partnerships are signed by the appropriate persons as indicated in the voting instructions on the proxy cards,
they will not be voted. If no instructions are specified on a proxy card, shares will be voted “FOR” the election of each nominee for Director and “FOR,” “ABSTAIN,” or “AGAINST” any other matters, including any vote on adjournments, acted upon at
the Meeting in the discretion of the persons named as proxies. If you own stock of more than one Fund, you must submit separate proxy card(s) for each Fund in which you own shares.
Important Notice Regarding the Availability of Proxy Materials for the Meeting to be Held on July 17,
2025: This Notice and the Proxy Statement are available on the Internet at https://vote.proxyonline.com/nb/docs/2025proxy.pdf.
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By order of each Board,
Claudia A. Brandon
Secretary of the Funds
The “Neuberger Berman” name and logo and “Neuberger Berman Investment Advisers LLC” name are registered service marks of Neuberger Berman Group LLC. The individual Fund names in
this document are either service marks or registered service marks of Neuberger Berman Investment Advisers LLC. © 2025 Neuberger Berman Investment Advisers LLC. All rights reserved.
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Instructions for Signing Proxy Cards
The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Funds involved in validating your vote if you fail to sign
your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears on the proxy card.
2. Joint Accounts: Any party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.
3. Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For
example:
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Registration
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Valid Signature
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Corporate Accounts
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(1) ABC Corp...........................................
(2) ABC Corp...........................................
(3) ABC Corp.
c/o John Doe, Treasurer.......................
(4) ABC Corp. Profit Sharing Plan...........
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ABC Corp.
John Doe, Treasurer
John Doe
John Doe, Director
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Trust Accounts
(1) ABC Trust ..........................................
(2) Jane B. Doe, Director u/t/d 12/28/78....
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Jane B. Doe, Director
Jane B. Doe
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Custodian or Estate Accounts
(1) John B. Smith, Cust. f/b/o
John B. Smith, Jr. UGMA ...................
(2) John B. Smith .....................................
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John B. Smith
John B. Smith, Jr., Executor
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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY
SHARES OF STOCK YOU OWN.
PLEASE VOTE PROMPTLY.
You may receive more than one proxy card depending on how you hold shares of a Fund. Please fill out and return each proxy
card.
Stockholders are invited to attend the Meeting in person. Whether you expect to attend the Meeting or not, you are urged to
review the enclosed materials and vote using the instructions that appear on the enclosed proxy card(s), which includes instructions for voting by telephone and by Internet.
To avoid the additional expense to the Funds of further solicitation, we ask for your cooperation in voting your proxy
promptly, no matter how large or small your holdings may be. All votes are important.
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Neuberger Berman Municipal Fund Inc.
Neuberger Berman Next Generation Connectivity Fund Inc.
Neuberger Berman Next Generation Connectivity Fund Inc.
1290 Avenue of the Americas
New York, New York 10104
877-461-1899
877-461-1899
___________________________
PROXY STATEMENT
___________________________
PROXY STATEMENT
___________________________
For the Joint Annual Meeting of Stockholders
to be held on July 17, 2025
to be held on July 17, 2025
INTRODUCTION
This Proxy Statement is furnished to the stockholders of each of Neuberger Berman Municipal Fund Inc. (NYSE American: NBH) (“Municipal
Fund”) and Neuberger Berman Next Generation Connectivity Fund Inc. (NYSE: NBXG) (“Next Generation Connectivity Fund”) (each, a “Fund” and, together, the “Funds”) by the Board of Directors of each respective Fund (each, a “Board” and, together, the
“Boards”) in connection with the solicitation of stockholder votes by proxy to be voted at the Annual Meeting of Stockholders (the “Meeting”), or at any adjournments or postponements thereof, to be held jointly on July 17, 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. It is expected that the Notice of Joint Annual Meeting, this Proxy Statement and form of proxy will be mailed
to stockholders on or about June 13, 2025.
At the Meeting, common stockholders and preferred stockholders, if any, of each Fund will be asked to consider and act upon the following:
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(1)
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With respect to Municipal Fund, the election of four Class II Directors and Two Class I Directors as outlined below.
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A.
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Three Class II Directors, Michael J. Cosgrove, Deborah C. McLean, and Paul M. Nakasone, and Two Class I Directors, Marc Gary and Martha C. Goss, to be voted on by the
holders of common stock and the holders of preferred stock, voting together as a single class, such Directors to serve until the annual meeting of stockholders in 2028 and 2027, respectively, or until their successors are elected and
qualified;
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B.
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One Class II Director, Ami G. Kaplan, to be voted on by the holders of preferred stock, voting as a separate class, such Director to serve until the annual meeting of
stockholders in 2028, or until her successor is elected and qualified;
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With respect to Next Generation Connectivity Fund, the election of four Class II Directors and three Class I Directors as outlined below.
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C.
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Four Class II Directors, Michael J. Cosgrove, Deborah C. McLean, Paul M. Nakasone, and Ami G. Kaplan, and Three Class I Directors, Marc Gary, Martha C. Goss, and
Michael M. Knetter, to be elected by the holders of common stock, such Directors to serve until the annual meeting of stockholders in 2028 and 2027, respectively, or until their successors are elected and qualified;
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(2)
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To consider and act upon any other business that may properly come before the Meeting or before any adjournments or postponements thereof.
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If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e.,
your shares are held in “street name”), you will receive voting instructions from the holder of record. You must follow these instructions in order for your shares to be voted. Your broker is required to vote those shares in accordance with your
instructions. If you intend to attend the Meeting and vote at the Meeting, however, you must first obtain a legal proxy from your intermediary reflecting your authority to vote your shares.
Stockholders of each Fund may obtain a free copy of the annual report for the fiscal year ended October 31, 2024, which includes audited financial statements
for the Fund, and the semi-annual report for the period ended April 30, 2025, when available, by writing to Neuberger Berman Investment Advisers LLC at 1290 Avenue of the Americas, New York, New York 10104, Attn: Shareholder Services, by calling
toll free 877-461-1899 or accessing the Internet at www.nb.com
Stockholders may send communications that they would like to direct to a Board of Directors or to an individual Director of a Fund to the
attention of the Chief Compliance Officer (“CCO”) of the Funds, or to Claudia A. Brandon, Secretary of the Funds, Neuberger Berman Funds, 1290 Avenue of the Americas, New York, New York 10104. Each Board has directed the CCO and Ms. Brandon to send
such communications to the chairpersons of the applicable Fund’s Ethics and Compliance Committee and Closed-End Funds Committee. Nominee recommendations and stockholder proposals should be directed to the attention of Claudia A. Brandon, Secretary
of the Funds, Neuberger Berman Funds, 1290 Avenue of the Americas, New York, New York 10104 as described in this Proxy Statement under “Proposal: Election of Directors—Information Regarding Each Fund’s Process for Nominating Director Candidates”
and “General Information—Stockholder Proposals.”
PROPOSAL: ELECTION OF DIRECTORS
Each Board is divided into three classes (Class I, Class II and Class III). The terms of office of Class I, Class II and Class III
Directors will expire at the Annual Meeting of Stockholders held in 2027, 2025, and 2026, respectively, and at each third Annual Meeting of Stockholders thereafter. Each Director shall hold office until his or her successor is elected and
qualified or until his or her earlier death, resignation or removal. The classification of each Fund’s Directors helps to promote
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the continuity and stability of each Fund’s operations and policies because the majority of the Directors at any given time will have prior experience as
Directors of the Fund.
Preferred stockholders are entitled, as a class, to the exclusion of the holders of all other classes of stock of a Fund, to elect two
Directors of the Fund (regardless of the total number of Directors serving on the Board). Those Directors (each, a “Preferred Stock Director”) are Class I and Class II Directors and are up for election in 2027 and at the Meeting, respectively. Ami
G. Kaplan is a Class II Preferred Stock Director and a nominee to be considered by preferred stockholders of Municipal Fund, voting as a separate class, at the Meeting. Next Generation Connectivity Fund has no preferred stock outstanding and,
therefore, no preferred stockholders. As a result, Next Generation Connectivity Fund’s common stockholders will be asked to consider the election of Ami G. Kaplan as a Class II Director.
The term of each current Class II Director expires at the later of the Meeting or until their successors have been duly elected and
qualified, but each expressed his or her willingness to serve another full term as Director of the Funds if nominated by the respective Boards. Each current Class I Director was nominated for election at the 2024 Annual Meeting of Stockholders. At
the 2024 Annual Meeting of Stockholders, the holders of preferred stock re-elected Michael M. Knetter as a Class I Preferred Stock Director to the Municipal Fund Board; no other nominee received the required number of votes to be re-elected to
the Board of either Fund, but they continue to serve as Class I Directors until their successors are duly elected and qualified. While the Funds are not obligated under either their Bylaws or the Maryland General Corporation Law (“MGCL”) to hold
an election for these Class I Directors until its 2027 Annual Meeting of Stockholders, the Board of each Fund has nonetheless chosen to do so at this Meeting and to nominate these incumbent Class I Directors to provide stockholders with another
opportunity to vote. The term of each current incumbent Class I Director nominee continues until his or her successor is duly elected and qualified and each incumbent Class I Director expressed his or her willingness to serve another full term as
Director of the Funds if nominated by the respective Boards. Each Fund has implemented a retirement policy, which generally calls for Directors of a Fund to retire by the end of the year in which they reach the age of 77.
Each Fund’s Governance and
Nominating Committee carefully reviewed the qualifications, experience, skill set and background of each incumbent Class II Director and Class I Director. Based upon this review and consideration, each Committee determined that nominating the
incumbent Class II Directors and Class I Directors (except for Michael M. Knetter with respect to Municipal Fund) for election would be in the best interests of its Fund’s stockholders. The Boards received the recommendations of the Governance
and Nominating Committees.
After discussion and
consideration of, among other things, the backgrounds of the incumbent Class II Directors and Class I Directors, each Board voted to nominate Michael J. Cosgrove, Ami G. Kaplan, Deborah C. McLean, and Paul M. Nakasone for election as Class II
Directors to serve until the later of the Annual Meeting of Stockholders in 2028, or until their successors are elected and qualified. In addition, as noted above, Next Generation Connectivity Fund’s Board voted to nominate Marc Gary, Martha C.
Goss and Michael M. Knetter for election as Class I Directors with terms expiring in 2027 and Municipal Fund’s Board voted to nominate Marc Gary and Martha C. Goss for election as Class I Directors with terms expiring in 2027. Each Board
considered that each incumbent Director serves on the Boards of
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Directors for a total of five closed-end funds and a family of open-end funds and exchange-traded funds, all part of the Neuberger Berman fund
complex, and has experience protecting fund stockholders’ interests. As part of their service to the Funds and the other closed-end funds in the Neuberger Berman fund complex, the incumbent Directors regularly evaluate issues unique to closed-end
funds, including the discount of a closed-end fund’s market price relative to its net asset value per share (“NAV”), and have approved a variety of actions designed to enhance investor value and increase the
Funds’ competitiveness in the secondary market, which may narrow the discount between a Fund’s market price and its NAV. Over the years, those actions have included: (i) managing the Funds’ distribution rates and making changes in
distribution rates, when necessary; (ii) approving certain other discount mitigation measures, such as tender option programs where a Fund would conduct a tender offer if its market price traded at a certain discount level compared to its NAV;
(iii) approval of fund mergers; (iv) actively managing Fund leverage structures in order to best position the Fund to maintain its levered exposure at a reasonable cost; and (v) making changes to Funds’ investment strategies when they believe a
different strategy would enhance investor return potential without undue risk.
Each Board believes that
the incumbents are well suited for service on the Board due to their knowledge and familiarity with each Fund as a result of their prior service as Directors, their knowledge of the financial services sector, and their substantial experience in
serving as directors or trustees, officers, or advisers of public companies and business organizations, including other investment companies. None of the Directors is related to any other Director.
Properly executed proxy cards will be voted as instructed by stockholders. In the absence of such instruction, however, it is the
intention of the persons named on the enclosed proxy card(s) to vote in favor of the election of each nominee named in this Proxy Statement. Each nominee has consented to be named in this Proxy Statement and to serve as a Director if elected. Each
Board has no reason to believe that any nominee will become unavailable for election as a Director, but if that should occur before the Meeting, the proxies will be voted for such other nominees as the Board may recommend.
The following tables set forth certain information regarding each Director of the Funds.
INFORMATION REGARDING NOMINEES FOR ELECTION
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Name, (Year of Birth),
and Address(1) |
Position(s)
and Length of Time Served(2) |
Principal Occupation(s)(3)
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Number of
Funds in Fund Complex Overseen |
Other Directorships Held
Outside Fund Complex(3) |
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Class I
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||||
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Independent Directors/Nominees
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Marc Gary (1952)
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Director since 2015 (NBH) and 2021 (NBXG)
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Executive Vice Chancellor Emeritus, The Jewish Theological Seminary, since 2020; formerly, Executive Vice Chancellor
and Chief Operating Officer, The Jewish Theological Seminary, 2012 to 2020; formerly, Executive Vice President and General Counsel, Fidelity
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51
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Director, Jewish Federation of Atlanta, since 2023; Director, Israel Policy Forum, since 2023; Director, JCC of Westchester, since 2022; Director, Jewish Democratic Counsel of America, since
2022; Chair and Director,
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Name, (Year of Birth),
and Address(1) |
Position(s)
and Length of Time Served(2) |
Principal Occupation(s)(3)
|
Number of
Funds in Fund Complex Overseen |
Other Directorships Held
Outside Fund Complex(3) |
| Investments, 2007 to 2012; formerly, Executive Vice President and General Counsel, BellSouth Corporation, 2004 to 2007; formerly, Vice President and Associate General Counsel, BellSouth Corporation, 2000 to 2004; formerly, Associate, Partner, and National Litigation Practice Co-Chair, Mayer, Brown LLP, 1981 to 2000; formerly, Associate Independent Counsel, Office of Independent Counsel, 1990 to 1992. | USCJ Supporting Foundation, since 2021; Director, UJA Federation of Greater New York, since 2019; Trustee, The Jewish Theological Seminary, since 2014; Director, Lawyers Committee for Civil Rights Under Law (not-for-profit), since 2005; formerly, Director, Jewish Federation of New York, 2017 to 2023; formerly, Director, Legility, Inc. (privately held for-profit company), 2012 to 2021; formerly, Director, Equal Justice Works (not-for-profit), 2005 to 2014; formerly, Director, Corporate Counsel Institute, Georgetown University Law Center, 2007 to 2012; formerly, Director, Greater Boston Legal Services (not-for-profit), 2007 to 2012. | |||
| Martha Clark Goss (1949) | Director since 2007 (NBH) and 2021 (NBXG) | Formerly, President, Woodhill Enterprises Inc./Chase Hollow Associates LLC (personal investment vehicle), 2006 to 2020; formerly, Consultant, Resources Global Professionals (temporary staffing), 2002 to 2006; formerly, Chief Financial Officer, Booz-Allen & Hamilton, Inc., 1995 to 1999; formerly, Enterprise Risk Officer, Prudential Insurance, 1994 to 1995; formerly, President, Prudential Asset Management Company, 1992 to 1994; formerly, President, Prudential Power Funding (investments in electric and gas utilities and alternative energy projects), 1989 to 1992; formerly, Treasurer, Prudential Insurance Company, 1983 to 1989. | 51 | Director,
American Water (water utility), since 2003; Director, Allianz Life of New York (insurance), since 2005; formerly, Director, Berger Group Holdings, Inc. (engineering consulting firm), 2013 to 2018; formerly, Director, Financial Women’s
Association of New York (not-for-profit association), 1987 to 1996 and 2003 to 2019; Trustee Emerita, Brown University, since 1998; Director, Museum of American Finance (not-for-profit), since 2013; formerly, Non-Executive Chair and
Director, Channel Reinsurance (financial guaranty reinsurance), 2006 to 2010; formerly, Director, Ocwen Financial Corporation (mortgage servicing), 2005 to 2010; formerly, Director, Claire’s Stores, Inc. (retailer), |
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Name, (Year of Birth),
and Address(1) |
Position(s)
and Length of Time Served(2) |
Principal Occupation(s)(3)
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Number of
Funds in Fund Complex Overseen |
Other Directorships Held
Outside Fund Complex(3) |
| 2005 to 2007; formerly, Director, Parsons Brinckerhoff Inc. (engineering consulting firm), 2007 to 2010; formerly, Director, Bank Leumi (commercial bank), 2005 to 2007; formerly, Advisory Board Member, Attensity (software developer), 2005 to 2007; formerly, Director, Foster Wheeler Manufacturing, 1994 to 2004; formerly, Director, Dexter Corp. (Manufacturer of Non-Wovens, Plastics, and Medical Supplies), 1992 to 2001. | ||||
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Michael M. Knetter (1960)
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Director since 2007 (NBH) and 2021 (NBXG)
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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.
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Director, 1WS 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.
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Class II
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Independent Directors/Nominees
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Michael J. Cosgrove (1949)
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Director since 2015 (NBH) and 2021 (NBXG)
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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.
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Member of Advisory Board, Burke Neurological Institute, since 2021; Parish Councilor, St. Pius X, since 2021, and
Treasurer, since 2020; formerly, 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,
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Name, (Year of Birth),
and Address(1) |
Position(s)
and Length of Time Served(2) |
Principal Occupation(s)(3)
|
Number of
Funds in Fund Complex Overseen |
Other Directorships Held
Outside Fund Complex(3) |
| 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. | ||||
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Ami G. Kaplan (1960)
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Director since 2023
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Formerly, Partner, Deloitte LLP, 1982 to 2023, including Vice Chair, 2017 to 2020; formerly, President and Board
Chair, Women’s Forum of New York, 2014 to 2016.
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None.
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Deborah C. McLean (1954)
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Director since 2015 and 2021 (NBXG)
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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.
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51
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Board Member, The Maritime Aquarium at Norwalk, since 2020; Board Member, Norwalk Community College Foundation, since
2014; formerly, Dean’s Advisory Council, Radcliffe Institute for Advanced Study, 2014 to 2023; formerly, Director and Treasurer, At Home in Darien (not-for-profit), 2012 to 2014; formerly, Director, National Executive Service Corps
(not-for-profit), 2012 to 2013; formerly, Trustee, Richmond, The American International University in London, 1999 to 2013.
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Paul M. Nakasone
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Director since 2024
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Formerly, Director, National Security Agency, 2018 to 2024; formerly, Commander, U.S. Cyber Command, 2018 to 2024.
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51
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None.
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INFORMATION REGARDING DIRECTORS WHOSE CURRENT TERMS CONTINUE
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Name, (Year of Birth),
and Address(1) |
Position(s)
and Length of Time Served(2) |
Principal Occupation(s)(3)
|
Number of
Funds in Fund Complex Overseen |
Other Directorships Held
Outside Fund Complex(3) |
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Class III
|
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Independent Directors
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Tom D. Seip (1950)
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Director since 2002 (NBH)
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Formerly, Managing Member, Ridgefield Farm LLC (a private
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51
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Trustee, University of Maryland, Shore Regional
|
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|
Name, (Year of Birth),
and Address(1) |
Position(s)
and Length of Time Served(2) |
Principal Occupation(s)(3)
|
Number of
Funds in Fund Complex Overseen |
Other Directorships Held
Outside Fund Complex(3) |
| and 2021 (NBXG); Chair of the Board since 2008; Lead Independent Director from 2006 to 2008 | 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.; formerly, Trustee, Schwab Family of Funds and Schwab Investments, 1997 to 1998; formerly, Executive Vice President-Retail Brokerage, Charles Schwab & Co., Inc., 1994 to 1997. |
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.
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Franklyn E. Smith (1961)
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Director since 2023
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Formerly, Partner, PricewaterhouseCoopers LLP, 1989 to 2021.
|
51
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Director, Zurich American Insurance Company, Zurich American Life Insurance Company and Zurich American Life Insurance
Company of New York, since 2023.
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Director who is an “Interested Person”
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Joseph V. Amato* (1962)
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Chief Executive Officer and President since 2018 (NBH) and 2021 (NBXG); Director since 2009 (NBH) and 2021 (NBXG)
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President and Director, Neuberger Berman Group LLC, since 2009; President and Chief Executive Officer, Neuberger
Berman BD LLC and Neuberger Berman Holdings LLC (including its predecessor, Neuberger Berman Inc.), since 2007; Chief Investment Officer (Equities) and President (Equities), NBIA (formerly, Neuberger Berman Fixed Income LLC and including
predecessor entities), since 2007, and Board Member of NBIA, since 2006; formerly, Global Head of Asset Management of Lehman Brothers Holdings Inc.’s (“LBHI”) Investment Management Division, 2006 to 2009; formerly, member of LBHI’s
Investment Management Division’s Executive Management Committee, 2006 to 2009; formerly, Managing Director, Lehman Brothers Inc. (“LBI”), 2006 to 2008; formerly, Chief Recruiting and Development Officer, LBI, 2005 to 2006; formerly,
Global Head of LBI’s Equity Sales
|
51
|
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.
|
- 8 -
|
Name, (Year of Birth),
and Address(1) |
Position(s)
and Length of Time Served(2) |
Principal Occupation(s)(3)
|
Number of
Funds in Fund Complex Overseen |
Other Directorships Held
Outside Fund Complex(3) |
| and a Member of its Equities Division Executive Committee, 2003 to 2005; President and Chief Executive Officer, ten registered investment companies for which NBIA acts as investment manager and/or administrator. |
| (1) |
The business address of each listed person is 1290 Avenue of the Americas, New York, New York 10104.
|
| (2) |
Each Board shall at all times be divided as equally as possible into three classes of Directors designated Class I, Class II and Class III. The Class I, Class II and Class III Directors shall
serve until the Annual Meeting of Stockholders in 2027, 2025 and 2026, respectively, and then until each third Annual Meeting of Stockholders thereafter, or until their successors have been duly elected and qualified. Unless otherwise
noted, each date for the length of time served applies to both Funds.
|
| (3) |
Except as otherwise indicated, each individual has held the positions shown for at least the last five years.
|
| * |
Indicates a Director who is an “interested person” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). Mr. Amato is an interested person of each Fund by
virtue of the fact that he is an officer of NBIA and/or its affiliates.
|
Additional Information About Directors
In nominating each candidate to serve, each Board was generally aware of each Director’s skills, experience, judgment, integrity,
analytical ability, intelligence, common sense, previous profit and not-for-profit board membership and, for each Director who is not an “interested person” within the meaning of the 1940 Act (“Independent Director”), his or her demonstrated
willingness to take an independent and questioning stance toward management. For candidates to serve as Independent Directors, independence from the Fund’s investment manager, its affiliates and other principal service providers is critical. Each
Director also has considerable familiarity with each Fund, its investment manager and administrator, and their operations, as well as the special regulatory requirements governing regulated investment companies and the special responsibilities of
investment company directors, and in the case of each Director who has served on the Boards over multiple years, has substantial prior service as a Director of the Funds. No particular qualification, experience or background establishes the basis
for any Fund Director’s position on a Board and a Governance and Nominating Committee and individual Board members may have attributed different weights to the various factors.
In addition to the information set forth in the table above and other relevant qualifications, experience, attributes or skills applicable to a particular
Director, the following provides further information about the qualifications and experience of each Director.
Independent Directors
Michael J. Cosgrove: Mr.
Cosgrove is President of an asset management consulting firm. He has experience as President, Chief Executive Officer, and Chief Financial Officer of the asset management
division of a major multinational corporation. He also has experience as a
- 9 -
President of institutional sales and marketing for the asset management division of the same corporation, where he was responsible for all distribution, marketing, and development of mutual fund products. He also has served as a member of the boards of various
not-for-profit organizations. He has served as a Fund Director for multiple years.
Marc Gary: Mr. Gary has
legal and investment management experience as executive vice president and general counsel of a major asset management firm. He also has experience as executive vice president and general counsel at a large corporation, and as national litigation
practice chair at a large law firm. He has served as a member of the boards of various profit and not-for-profit organizations. He formerly served as the executive vice chancellor and COO of a religious seminary where he oversaw the seminary’s
institutional budget. He has served as a Fund Director for multiple years.
Martha Clark Goss: Ms.
Goss has experience as chief operating and financial officer of an insurance holding company. She has experience as an investment professional, head of an investment unit and treasurer for a major insurance company, experience as the Chief
Financial Officer of two consulting firms, and experience as a lending officer and credit analyst at a major bank. She has experience managing a personal investment vehicle. She has served as a member of the boards of various profit and
not-for-profit organizations, including five NYSE listed companies, and a university. She has served as a Fund Director for multiple years.
Ami G. Kaplan: Ms.
Kaplan has experience in the financial services industry. She was a partner at a large professional service firm, where she worked with global financial services clients on various matters. In her 40 years at that firm, she served in many
different roles, including as Vice Chair of the firm and Deputy New York Regional Managing Partner. She is member of the New York and New Jersey State Societies of CPA and has held a variety of roles with not-for-profit company boards. She
has served as a Fund Director since 2023.
Michael M. Knetter: Dr. Knetter has organizational management experience as a dean of a major university business school and as President and CEO of a university supporting foundation. He also has responsibility for
overseeing management of the university’s endowment. He has academic experience as a professor of international economics. He has served as a member of the boards of various public companies and another mutual fund. He has served as a
Fund Director for multiple years.
Deborah C. McLean: Ms. McLean has experience in the financial services industry. She is currently involved with a high-net-worth private wealth management membership practice and an angel investing group, where she is
active in investment screening and deal leadership and execution. For many years she has been engaged in numerous roles with a variety of not-for-profit and private company boards and has taught corporate finance at the graduate and undergraduate
levels. She commenced her professional training at a major financial services corporation, where she was employed for multiple years. She has served as a Fund Director for multiple years.
Paul M. Nakasone: General Nakasone has organizational management and cybersecurity
experience. He has held many leadership roles with the United States Army and Department of Defense over the span of nearly four decades, including serving as commander of United States
- 10 -
Cyber Command, director of the National Security Agency, chief of the Central Security Service, and numerous other leadership roles across all levels of
the Joint Force and Army, with assignments in Korea, Iraq, and Afghanistan. In these roles, General Nakasone has led forces in peace and war along with advising on geopolitical and cybersecurity matters. He has served as a Fund Director since
2024.
Tom D. Seip: Mr. Seip has experience in senior management and as chief executive officer and director of a financial services company overseeing other mutual funds and brokerage. He has
experience as director of an asset management company. He has experience in management of a private investment partnership. He has served as a Fund Director for multiple years and as Independent Chair and/or Lead Independent Director
of the Boards.
Franklyn E. Smith: Mr. Smith has experience in the financial services
industry. He was a partner at a large professional service firm, where he was the Market Team leader and Primary Reporting Partner in the New York office’s Asset & Wealth Management Practice. He spent 32 years at that firm servicing financial
services clients, with a focus on mutual fund clients for the last 25 years. He is a CPA with a license in New York and holds an advanced degree in public accounting. He serves on the boards of a major insurance company and a not-for-profit
organization. He has served as a Fund Director since 2023.
Fund Director who is an “Interested Person”
Joseph V. Amato: Mr. Amato has investment management experience as an executive with Neuberger Berman and another financial services firm. Effective July 1, 2018, Mr. Amato began serving as Chief
Executive Officer and President of the funds in the Neuberger Berman fund complex. He also serves as Neuberger Berman’s Chief Investment Officer for equity investments. He has experience in leadership roles within Neuberger Berman and its
affiliated entities. He has served as a member of the board of a major university business school. He has served as a Fund Director for multiple years.
Board of Directors and Committee Meetings
Each Fund’s Board met four times during its fiscal year ended October 31, 2024. During each Fund’s 2024 fiscal year, each Director
attended at least 75% of (i) the total number of meetings of each Board (held during the period for which he or she has been a Director) and (ii) the total number of meetings held by all committees of each Board on which he or she served (held
during the period for which he or she has been a Director).
The Boards are responsible for managing the business and affairs of the Funds. Among other things, each Board generally oversees the
portfolio management of its Fund and reviews and approves its Fund’s investment management agreement and other principal contracts.
Each Board has appointed an Independent Director to serve in the role of Chair of the Board. The Chair’s primary responsibilities are (i)
to participate in the preparation of the agenda for meetings of the Board and in the identification of information to be presented to the Board; (ii) to preside at all meetings of the Board; (iii) to act as the Board’s liaison with management
between meetings of the Board; and (iv) to act as the primary contact for board communications. The Chair
- 11 -
may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to the respective
Fund’s Articles of Incorporation or Bylaws, the designation as Chair does not impose on such Independent Director any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of
the Board, generally.
As described below, each Board has an established committee structure through which the Boards consider and address important matters involving the Funds,
including those identified as presenting conflicts or potential conflicts of interest for management. The Independent Directors also regularly meet outside the presence of management and are advised by experienced independent legal counsel
knowledgeable in matters of investment company regulation. Each Board periodically evaluates its structure and composition as well as various aspects of its operations. Each Board believes that its leadership structure, including its Independent
Chair and its committee structure, is appropriate in light of, among other factors, the asset size of the fund complex overseen by the Board, the nature and number of funds overseen by the Board, the number of Directors, the range of experience
represented on the Board and the Board’s responsibilities.
The Boards do not have a standing compensation committee although the Governance and Nominating Committees do consider and make
recommendations relating to Independent Director compensation to the Boards.
Audit Committee. Each Fund’s Audit Committee’s purposes are: (a) in accordance with exchange
requirements and Rule 32a-4 under the 1940 Act, to oversee the accounting and financial reporting processes of the Fund and, as the Committee deems appropriate, to inquire into the internal control over financial reporting of service providers;
(b) in accordance with exchange requirements and Rule 32a-4 under the 1940 Act, to oversee the quality and integrity of the Fund’s financial statements and the independent audit thereof; (c) in accordance with exchange requirements and Rule 32a-4
under the 1940 Act, to oversee, or, as appropriate, assist Board oversight of, the Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting
and independent audits; (d) to approve, prior to appointment by the Board, the engagement of the Fund’s independent registered public accounting firm and, in connection therewith, to review and evaluate the qualifications, independence and
performance of the Fund’s independent registered public accounting firm; (e) to act as a liaison between the Fund’s independent registered public accounting firm and the full Board; (f) to prepare an audit committee report as required by Item
407(d) of Regulation S-K to be included in proxy statements relating to the election of directors; (g) to oversee the operation of policies and procedures reasonably designed to ensure that each portfolio holding is valued in an appropriate and
timely manner, reflecting information known to management (including management’s internal Valuation Committee) about the issuer, current market conditions and other material factors (“Pricing Policy”); (h) to
consider and evaluate, and recommend to the Board when the Audit Committee deems it appropriate, amendments to the Pricing Policy proposed by management, counsel, the auditors, the Committee itself or
others; and (i) to oversee fair value determinations performed by the manager as the Fund’s valuation designee and, in connection therewith, to receive and review the reports and notifications required to be provided by the valuation
designee pursuant to Rule 2a-5 under the 1940 Act and to request such information from the valuation designee as the Committee deems necessary to oversee the performance of fair valuation determinations by the valuation designee. The independent
- 12 -
registered public accounting firm for each Fund shall report directly to the Audit Committee. Each Fund has adopted a written charter for its Audit
Committee. A copy of the Audit Committee Charter for each Fund is available in the “Fund Governance” section of NBIA’s website at www.nb.com. The Audit Committee of each Fund has delegated the
authority to grant pre-approval of permissible non-audit services and all audit, review or attest engagements of the Fund’s independent registered public accounting firm to each member of the Committee between meetings of the Committee.
Each Fund’s Audit Committee is composed entirely of Independent Directors who are also considered independent under the listing standards applicable to each
Fund. For each Fund, its members are Michael J. Cosgrove (Chair), Martha C. Goss (Vice Chair), Deborah C. McLean, and Paul M. Nakasone. Each Board has determined that Michael J. Cosgrove, Martha C. Goss, and Deborah C. McLean are qualified to serve as Audit Committee financial experts. The Reports of the Audit Committees relating to the audit of each Fund’s financial statements for the fiscal
year ended October 31, 2024 are attached hereto as Exhibit A. During each Fund’s 2024 fiscal year, its Audit Committee met seven times.
Closed-End Funds Committee. Each Fund’s Closed-End Funds
Committee is responsible for consideration and evaluation of issues specific to such Fund. For each Fund, its members are Marc Gary (Chair), Franklyn E. Smith (Vice Chair), and Ami G. Kaplan. All members are Independent Directors. During
each Fund’s 2024 fiscal year, its Closed-End Funds Committee met seven times.
Contract Review Committee. Each Fund’s Contract Review Committee is responsible for reviewing
and making recommendations to the Board regarding whether to approve or renew the Fund’s principal contractual arrangements and such other agreements or plans involving a Fund as the Board determines from time to time. The Contract Review
Committee oversees and guides the process by which the Independent Directors annually consider whether to approve or renew such contracts. For each Fund, its members are Deborah C. McLean (Chair), Franklyn E. Smith (Vice Chair), Michael J.
Cosgrove, and Marc Gary. All members are Independent Directors. During each Fund’s 2024 fiscal year, its Contract Review Committee met seven times.
Ethics and Compliance Committee. Each Fund’s Ethics and
Compliance Committee generally: (a) coordinates the Board’s oversight of the Fund’s CCO in connection with the implementation of the Fund’s program for compliance with Rule 38a-1 under the 1940 Act and the Fund’s implementation and enforcement
of its compliance policies and procedures; (b) oversees the compliance with the Fund’s Code of Ethics, which restricts the personal securities transactions, including transactions in Fund shares, of employees, officers, and directors; (c)
considers and evaluates management’s framework for identifying, prioritizing and managing compliance risks; (d) oversees the program by which the manager seeks to monitor and improve the quality of execution for portfolio transactions;
and (e) considers and evaluates management’s reports regarding: internal audit reviews involving compliance matters; payments made to third-party intermediaries; and proxy voting policies, guidelines, and procedures. Each Committee shall not
assume oversight duties to the extent that such duties have been assigned by its Board expressly to another Committee of the Board (such as oversight of internal controls over financial reporting, which has been assigned to the Audit Committee)
or to the Board as a whole. Each Committee’s
- 13 -
primary function is oversight. Each investment adviser, sub-adviser, principal underwriter, administrator, custodian and transfer agent, as applicable (collectively, “Service
Providers”) is responsible for its own compliance with the federal securities laws and for devising, implementing, maintaining and updating appropriate policies, procedures and codes of ethics to ensure compliance with applicable laws and
regulations and their contracts with the Fund. The CCO is responsible for administering each Fund’s compliance program, including devising and implementing appropriate methods of testing compliance by the Fund and its Service Providers. For each Fund, its Ethics and Compliance Committee members are Ami G. Kaplan (Chair), Michael M. Knetter (Vice Chair), Marc Gary, and Tom D. Seip. All members are Independent Directors. Each Board will receive at
least annually a report on the compliance programs of its Fund and service providers and the required annual reports on the administration of the Code of Ethics and the required annual certifications from the Fund and NBIA. During each
Fund’s 2024 fiscal year, its Ethics and Compliance Committee met four times.
Executive Committee. Each Fund’s Executive Committee is responsible for acting in an emergency when a quorum of its Board is not
available; the Committee has all the powers of the Board when the Board is not in session to the extent permitted by Maryland law. For each Fund, its members are Tom D. Seip (Chair), Joseph V. Amato (Vice Chair), Michael J. Cosgrove, Marc Gary,
Martha C. Goss, Ami G. Kaplan, Michael M. Knetter, and Deborah C. McLean. All members, except for Mr. Amato, are Independent Directors. During each Fund’s 2024 fiscal year, each Fund’s Executive Committee did not meet.
Governance and Nominating Committee. Each Fund’s Governance and Nominating Committee is
responsible for: (a) considering and evaluating the structure, composition and operation of its Board and each committee thereof, including the operation of the annual self-evaluation by the Board; (b) evaluating and nominating individuals to
serve as Fund Directors including as Independent Directors, as members of committees, as Chair of the Board and as Fund officers; (c) recommending for Board approval any proposed changes to Committee membership and recommending for Board and
Committee approval any proposed changes to the Chair and Vice Chair appointments of any Committee following consultation with members of each such Committee; and (d) considering and making recommendations relating to the compensation of
Independent Directors. The selection and nomination of candidates to serve as independent directors is committed to the discretion of the current Independent Directors. For each Fund, its members are Martha C. Goss (Chair), Paul M. Nakasone
(Vice Chair), Michael M. Knetter, and Tom D. Seip. All members are Independent Directors. As previously described, each Committee met to discuss matters related to the nomination of Class I Directors with respect to its Fund. During
each Fund’s 2024 fiscal year, its Governance and Nominating Committee met four times.
Investment Performance Committee. Each Fund’s Investment Performance Committee is responsible for overseeing and guiding the
process by which its Board reviews Fund performance and interfacing with management personnel responsible for investment risk management. Each Fund Director is a member of the Committee. Michael M. Knetter and Deborah C. McLean are the Chair
and the Vice Chair, respectively, of the Committee. All members, except for Mr. Amato, are Independent Directors. During each Fund’s 2024 fiscal year, each Fund’s Investment Performance Committee met four times.
- 14 -
Risk Management Oversight
As an integral part of its responsibility for oversight of the Funds in the interests of stockholders, the Boards oversee risk
management of each Fund’s portfolio management, administration and operations. The Boards view risk management as an important responsibility of management.
The Funds face a number of risks, such as investment risk, counterparty risk, valuation risk, liquidity risk, reputational risk, risk of
operational failure or lack of business continuity, cybersecurity risk, and legal, compliance and regulatory risk. Risk management seeks to identify and address risks, i.e., events or circumstances that
could have material adverse effects on the business, operations, stockholder services, investment performance or reputation of the Funds. Under the overall supervision of the Boards, the Funds, the Funds’ investment manager, and the affiliates
of the investment manager, or other service providers to the Funds, employ a variety of processes, procedures and controls to identify various of those possible events or circumstances, to lessen the probability of their occurrence and/or to
mitigate the effects of such events or circumstances if they do occur. Different processes, procedures and controls are employed with respect to different types of risks.
Each Board exercises oversight of the investment manager’s risk management processes primarily through the Board’s committee
structure. The various committees, as appropriate, and/or at times the Boards, meet periodically with the Chief Risk Officer, head of operational risk, the Chief Information Security Officer, the CCO, the Treasurer, the Chief Investment Officers
for equity, alternative and fixed income, the head of Internal Audit, and the Funds’ independent auditor. The committees, or the Boards, as appropriate, review with these individuals, among other things, the design and implementation of risk
management strategies in their respective areas, and events and circumstances that have arisen and responses thereto.
The Boards recognize that not all risks that may affect the Funds can be identified, that it may not be practical or cost-effective to
eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Funds’ goals, and that the processes, procedures and controls employed to address certain risks may be limited
in their effectiveness. Moreover, reports received by the Directors as to risk management matters are typically summaries of the relevant information. Furthermore, it is in the very nature of certain risks that they can be evaluated only as
probabilities, and not as certainties. As a result of the foregoing and other factors, the Boards’ risk management oversight is subject to substantial limitations, and no risk management program can predict the likelihood or seriousness of, or
mitigate the effects of, all potential risks.
Information Regarding Each Fund’s Process for Nominating Director Candidates
Governance and Nominating Committee Charter. A copy of the Governance and Nominating Committee
Charter for each Fund is available in the “Fund Governance” section of NBIA’s website at https://www.nb.com.
Stockholder Communications. Each Fund’s Governance and Nominating Committee will consider
nominees recommended by stockholders; stockholders may send resumes of
- 15 -
recommended persons to the attention of Claudia A. Brandon, Secretary, Neuberger Berman Funds, 1290 Avenue of the Americas, New York, New York 10104. To be
considered for a specific Fund at a specific meeting of stockholders, please identify such request and comply with the timing and information requirements described under “Stockholder Proposals.”
Nominee Qualifications. The Governance and Nominating Committee of each Fund will consider
nominees recommended by stockholders on the basis of the same criteria used to consider and evaluate candidates recommended by other sources. While there is no formal list of qualifications, the Governance and Nominating Committee considers, among
other things, whether prospective nominees have distinguished records in their primary careers, unimpeachable integrity and substantive knowledge in areas important to a Board’s operations, such as background or education in finance, auditing,
securities law, the workings of the securities markets or investment advice. For candidates to serve as Independent Directors, independence from each Fund’s investment manager, its affiliates and other principal service providers is critical, as
is an independent and questioning mindset. Each Committee also considers whether the prospective candidates’ workloads would allow them to attend the vast majority of Board meetings, be available for service on Board committees and devote the
additional time and effort necessary to keep up with Board matters and the rapidly changing regulatory environment in which each Fund operates. Different substantive areas may assume greater or lesser significance at particular times, in light of
a Board’s present composition and a Committee’s (or a Board’s) perceptions about future issues and needs. In considering nominees, each Committee also considers the diversity of its Board with respect to professional experience, education, skill
and viewpoint.
Identifying Nominees. Each Governance and Nominating Committee considers prospective candidates
from any reasonable source. Each Committee initially evaluates prospective candidates on the basis of their resumes, considered in light of the criteria discussed above. Those prospective candidates that appear likely to be able to fill a
significant need of a Board would be contacted by a Committee member by telephone to discuss the position; if there appeared to be sufficient interest, an in-person meeting with one or more Committee members would be arranged. If a Committee,
based on the results of these contacts, believed it had identified a viable candidate, it would air the matter with the full group of Independent Directors for input.
Any request by management to meet with the prospective candidate would be given appropriate consideration. Each Governance and Nominating
Committee may, but is not required to, retain third party consultants, at its Fund’s expense, to assist with the identification and/or evaluation of potential candidates for Independent Directors.
Director Attendance at Annual Meetings
The Funds do not have a policy on Director attendance at the Annual Meeting of Stockholders. None of the Funds’ Board members attended the
Funds’ 2024 Annual Meeting of Stockholders.
- 16 -
Ownership of Securities
Set forth below is the dollar range of equity securities owned by each Director as of May 31, 2025:
|
Name of Director/Nominee
|
Dollar Range of Equity Securities Owned in(1):
|
Aggregate Dollar Range of Equity Securities Owned in all Registered Investment Companies Overseen by Director in Neuberger Berman Family of Investment
Companies(1)
|
|
|
NBH
|
NBXG
|
||
|
Independent Directors
|
|||
|
Michael J. Cosgrove(2)
|
None
|
$10,001-$50,000
|
Over $100,000
|
|
Marc Gary
|
None
|
None
|
Over $100,000
|
|
Martha C. Goss
|
None
|
None
|
Over $100,000
|
|
Ami Kaplan
|
None
|
None
|
None
|
|
Michael M. Knetter
|
None
|
None
|
Over $100,000
|
|
Deborah C. McLean
|
None
|
None
|
Over $100,000
|
|
Paul M. Nakasone
|
None
|
None
|
None
|
|
Tom D. Seip
|
None
|
None
|
Over $100,000
|
|
Franklyn E. Smith
|
None
|
None
|
Over $100,000
|
|
Director who is an “Interested Person”
|
|||
|
Joseph V. Amato
|
None
|
None
|
Over $100,000
|
|
(1)
|
Valuation as of May 31, 2025.
|
|
(2)
|
Mr. Cosgrove owns 1,000 shares of common stock of NBXG, constituting less than 1% of the Fund’s outstanding shares of common stock.
|
Independent Directors’ Ownership of Securities
To the knowledge of the Funds, as of May 31, 2025, no Independent Director (or his/her immediate family members) owned securities of NBIA,
any principal underwriter of the Funds or any person or entity (not including registered investment companies) controlling, controlled by or under common control with NBIA or any principal underwriter of the Funds.
Officers of each Fund
The following table sets forth certain information regarding the officers of each Fund. Except as otherwise noted, each individual has
held the positions shown in the table below for each Fund and for at least the last five years. Officers of each Fund are appointed by the Directors and serve at the pleasure of the Board.
- 17 -
|
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 and Secretary since 2002 (NBH) and 2021 (NBXG)
|
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, twenty-eight registered
investment companies for which NBIA acts as investment manager and/or administrator.
|
|
Agnes Diaz
(1971)
|
Vice President since 2013 (NBH) and 2021 (NBXG)
|
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,
ten registered investment companies for which NBIA acts as investment manager and/or administrator.
|
|
Anthony DiBernardo
(1979)
|
Assistant Treasurer since 2011 (NBH) and 2021 (NBXG)
|
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, ten registered investment companies for which NBIA acts as investment manager and/or administrator.
|
|
Scott D. Hogan
(1970)
|
Chief Compliance Officer since May 2025
|
Senior Vice President, NBIA, and Chief Compliance Officer, twenty-eight registered investment companies for which NBIA acts as investment manager and/or administrator,
since May 2025; formerly, Director, DWS Investment Management Americas, Inc. (“DIMA”), and Chief Compliance Officer to the registered investment companies for which DIMA acted as an investment manager and/or administrator, 2016 to 2025;
Legal Counsel, DIMA, 2007 to 2016.
|
|
Sheila R. James
(1965)
|
Assistant Secretary since 2002 (NBH) and 2021 (NBXG)
|
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, twenty-eight registered investment companies for which NBIA acts as investment manager and/or administrator.
|
- 18 -
|
Name, Address and (Year of Birth)(1)
|
Position(s) and Length of
Time Served(2) |
Principal Occupation(s) During Past 5 Years
|
|
Brian Kerrane
(1969)
|
Chief Operating Officer since 2015 and Vice President since 2008 (NBH) and 2021 (NBXG) | 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, ten registered investment companies for which NBIA acts as investment manager and/or administrator; Vice President, twenty-eight registered investment companies for which NBIA acts as investment manager and/or administrator. |
|
Josephine Marone
(1963)
|
Assistant Secretary since 2017 (NBH) and 2021 (NBXG)
|
Senior Paralegal, Neuberger Berman, since 2007 and Employee since 2007; Assistant Secretary, twenty-eight registered investment companies for which
NBIA acts as investment manager and/or administrator.
|
|
Owen F. McEntee, Jr.
(1961)
|
Vice President since 2008 (NBH) and 2021 (NBXG)
|
Vice President, Neuberger Berman, since 2006; Vice President, NBIA, since 2006 and Employee since 1992; Vice President, ten 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 (NBH) and 2021 (NBXG)
|
Managing Director, Neuberger Berman, since 2022; Senior Vice President, NBIA, since 2007 and Employee since 1993; formerly, Senior Vice President, Neuberger Berman, 2007 to 2021; formerly,
Vice President, Neuberger Berman, 2004 to 2006; formerly, Assistant Treasurer, 2002 to 2005; Treasurer and Principal Financial and Accounting Officer, ten registered investment companies for which NBIA acts as investment manager and/or
administrator.
|
|
Gariel Nahoum (1983)
|
Chief Legal Officer since March 2025 (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002)
|
General Counsel, U.S. Registered Funds, since March 2025; Senior Vice President, NBIA, since 2017; formerly, Associate General Counsel, Mutual Funds, 2017 to 2025; formerly, Assistant General
Counsel and Vice President, NBIA, 2014 to 2016; Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002), twenty-eight registered investment companies for which NBIA acts as investment manager and/or
administrator.
|
- 19 -
|
Name, Address and (Year of Birth)(1)
|
Position(s) and Length of
Time Served(2) |
Principal Occupation(s) During Past 5 Years
|
|
Frank Rosato
(1971)
|
Assistant Treasurer since 2005 (NBH) and 2021 (NBXG)
|
Vice President, Neuberger Berman, since 2006; Vice President, NBIA, since 2006 and Employee since 1995; Assistant Treasurer, ten registered investment companies for which NBIA acts as
investment manager and/or administrator.
|
|
(1)
|
The business address of each listed person is 1290 Avenue of the Americas, New York, New York 10104.
|
|
(2)
|
Pursuant to the Bylaws of each Fund, each officer elected by the Directors shall hold office until his or her successor shall have been elected and qualified or until his or her earlier
death, inability to serve, or resignation. Officers serve at the pleasure of the Directors and may be removed at any time with or without cause. Unless otherwise noted, each date for the length of time served applies to both Funds.
|
Compensation of Directors
The following table sets forth information concerning the compensation of the Funds’ Directors. The Funds do not have any pension or
retirement plan for their Directors. For the fiscal year ended October 31, 2024, the Directors received the amounts set forth in the following table from each Fund. For the calendar year ended December 31, 2024, the Directors received the
compensation set forth in the following table for serving as trustee/director of the funds in the Neuberger Berman fund complex. Each officer and Director who is a director, officer or employee of NBIA or any entity controlling, controlled by or
under common control with NBIA serves as a Director and/or officer without any compensation from the Funds.
TABLE OF COMPENSATION
|
Name and Position
|
Aggregate Compensation from each Fund for the Fiscal Year Ended
October 31, 2024
|
Total Compensation from Registered Investment Companies in the Neuberger Berman Fund Complex Paid to Directors for Calendar Year Ended
December 31, 2024
|
|
Independent Directors
|
||
|
Michael J. Cosgrove
Director
|
$12,107
|
$295,000
|
|
Marc Gary
Director
|
$11,845
|
$290,000
|
|
Martha C. Goss
Director
|
$11,845
|
$290,000
|
|
Ami G. Kaplan
Director
|
$11,054
|
$270,000
|
|
Michael M. Knetter
Director
|
$11,845
|
$290,000
|
|
Deborah C. McLean
Director
|
$12,107
|
$295,000
|
- 20 -
|
Name and Position
|
Aggregate Compensation from each Fund for the Fiscal Year Ended
October 31, 2024
|
Total Compensation from Registered Investment Companies in the Neuberger Berman Fund Complex Paid to Directors for Calendar Year Ended
December 31, 2024
|
|
George W. Morriss*
Director
|
$19,081
|
$295,000
|
|
Paul M. Nakasone**
Director
|
$4,634
|
$177,225
|
|
Tom D. Seip
Chair of the Board and Director |
$14,641
|
$360,000
|
|
Franklyn E. Smith
Director
|
$11,054
|
$270,000
|
|
James G. Stavridis***
Director
|
$8,256
|
$135,000
|
|
Director who is an “Interested Person”
|
||
|
Joseph V. Amato
Chief Executive Officer, President and Director
|
$0
|
$0
|
* George W. Morriss retired from his position as Fund Director effective December 31, 2024.
** Paul M. Nakasone became a Fund Director on September 24, 2024.
*** James G. Stavridis retired from his position as Fund Director effective June 30, 2024.
Effective January 1, 2024, for serving as a trustee/director of the funds in the Neuberger Berman fund complex, each Independent Director
and each Director who is an “interested person” but who is not an employee of NBIA or its affiliates receives an annual retainer of $200,000, paid quarterly, and a fee of $17,500 for each of the regularly scheduled meetings he or she attends
in-person or by telephone. For any additional special in-person or telephonic meeting of a Board, its Governance and Nominating Committee will determine whether a fee is warranted. To compensate for the additional time commitment, the Chair of the
Contract Review Committee (effective January 1, 2025) receives $35,000 per year, and each Chair of the other Committees (effective January 1, 2025) receives $25,000 per year, with the exception of the Chair of the Executive Committee who receives
no additional compensation for this role. No additional compensation is provided for service on a Board committee. The Chair of the Boards who is also an Independent Director receives an additional $90,000 per year.
The Neuberger Berman funds reimburse Independent Directors for their travel and other out-of-pocket expenses related to attendance at
Board meetings. The Independent Director compensation is allocated to each fund in the Neuberger Berman fund complex based on a method the Boards find reasonable.
Vote Required
With respect to Municipal Fund, Michael J. Cosgrove, Deborah C. McLean, Paul M. Nakasone, Marc Gary, and Martha C. Goss must be elected by vote of the holders
of a majority of the Fund’s outstanding shares of common stock and preferred stock, entitled to vote thereon, voting together as a single class, and Ami G. Kaplan must be elected by vote of the holders of a
- 21 -
majority of the Fund’s outstanding shares of preferred stock, voting separately from holders of common stock, entitled to vote thereon.
With respect to Next Generation Connectivity Fund, Michael J. Cosgrove, Deborah C. McLean, Paul M. Nakasone, Ami G. Kaplan, Marc Gary, Martha C. Goss, and
Michael M. Knetter must be elected by vote of the holders of a majority of the Fund’s outstanding shares of common stock, entitled to vote thereon.
If no director nominee receives the required vote, each incumbent Class II and Class I Director will carry over and hold office until he or she receives the
required vote or until his or her successor is duly elected and qualified.
EACH BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH NOMINEE.
VOTING INFORMATION
Voting Rights
The close of business on April 23, 2025, has been fixed as the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting (“Record Date”). On that date, each Fund had the following number of shares of common stock and preferred stock outstanding and entitled to vote:
|
Fund
|
Shares of Common
Stock Outstanding
|
Shares of Preferred
Stock Outstanding
|
|
Municipal Fund
|
29,618,059
|
2,279
|
|
Next Generation Connectivity Fund
|
78,761,496
|
0
|
Holders of each Fund’s outstanding shares of common and preferred stock, if any, will vote together as a single class to elect three Class
II Directors. As described herein under the section entitled “Proposal: Election of Directors,” holders of the shares of preferred stock of Municipal Fund will vote separately from holders of the shares of common stock to elect one additional Class
II Director and holders of the shares of common stock of Next Generation Connectivity Fund will vote to elect one additional Class II Director. Holders of each Fund’s outstanding shares of common and preferred stock, if any, will vote together as a
single class to elect two Class I Directors. Holders of the shares of common stock of Next Generation Connectivity Fund will vote to elect one additional Class I Director.
As to any other business that may properly come before the Meeting, holders of each Fund’s shares of common stock and preferred stock may
vote together as a single class or separately, depending on the requirements of the 1940 Act, the MGCL and a Fund’s charter with respect to said item of business. Each full share of a Fund’s common stock or preferred stock is
- 22 -
entitled to one vote and each fractional share of a Fund’s common stock or preferred stock is entitled to a proportionate share of one vote.
If the enclosed proxy card is properly executed and returned in time to be voted at the Meeting, the shares represented by the proxy card
will be voted in accordance with the instructions marked on the proxy card. If no instructions are specified on a proxy card, shares will be voted “FOR” the election of each nominee for Director and “FOR,” “ABSTAIN,” or “AGAINST” any other matters
acted upon at the Meeting in the discretion of the persons named as proxies. Any stockholder who has given a proxy has the right to revoke it any time prior to its exercise by attending the Meeting and voting his or her shares or by submitting a
letter of revocation or a later-dated proxy card to the Fund at the address indicated on the enclosed envelope provided with this Proxy Statement. Any letter of revocation or later-dated proxy card must be received by the Fund prior to the Meeting
and must indicate your name and account number to be effective. Proxies voted by telephone or Internet may be revoked at any time before they are voted at the Meeting in the same manner that proxies voted by mail may be revoked.
The Funds expect that broker-dealer firms holding shares of the Funds’ stock in “street name” for the benefit of their customers and
clients will request the instructions of such customers and clients on how to vote their shares on the election of Directors. The Funds understand that, under the rules of the NYSE and NYSE American, such broker-dealers may grant authority to the
proxies designated by the Funds to vote on the election of Directors for the Funds if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. Certain broker-dealer firms may
exercise discretion over shares held in their names for which no instructions are received, including by voting such shares in the same proportion as they have voted shares for which they have received instructions.
In tallying stockholder votes, proxies that reflect abstentions or “broker non-votes” (shares held by brokers or nominees as to which
instructions have not been received from the beneficial owners or the persons entitled to vote and either (i) the broker or nominee does not have discretionary voting power or (ii) the broker or nominee returns the proxy but expressly declines to
vote on a particular matter) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum and effectively will be a vote against the election of Directors.
For situations in which advisers have proxy voting discretion, they will vote the proposals in accordance with their proxy voting
policies. This may mean that they will follow a third-party proxy voting provider’s recommendations but have the ability to vote contrary to the recommendation in certain circumstances.
Proxy solicitations will be made primarily by mail, but may also be made by telephone, electronic transmissions or personal meetings with
officers and employees of NBIA, affiliates of NBIA or other representatives of the Funds. Proxy solicitations may also be made by EQ Fund Solutions, LLC (“EQ”).
- 23 -
Quorum; Adjournment
A quorum with respect to a Fund is constituted by one-third of the Fund’s shares outstanding and entitled to vote at the Meeting, present
in person or by proxy. If a quorum is not present at a Fund’s Meeting, the persons named as proxies may propose one or more adjournments of such Meeting to permit further solicitation of proxies. Subject to the rules established by the Chair of
the Meeting, the holders of a majority of the shares entitled to vote at the Meeting and present in person or by proxy may vote to adjourn, or, if no stockholder entitled to vote is present in person or by proxy, any officer present entitled to
preside or act as secretary of the Meeting may adjourn the Meeting. In the former case, the persons named as proxies will vote those proxies that they are entitled to vote “FOR” or “AGAINST” any proposal and those proxies they are required to
“WITHHOLD” on some or all nominees in their discretion. If a quorum is present at the Meeting, the Chair of the Meeting may adjourn the Meeting if sufficient votes to approve a proposal are not received or for any other purpose. A stockholder
vote may be taken on the nominations in this Proxy Statement prior to any such adjournment if sufficient votes have been received and it is otherwise appropriate. Each Board also may postpone the Meeting of stockholders prior to the Meeting with
notice to the stockholders entitled to vote at or to receive notice of the Meeting.
Vote Required
With respect to Municipal Fund, Michael J. Cosgrove, Deborah C. McLean, Paul M. Nakasone, Marc Gary, and Martha C. Goss must be elected by vote of the holders
of a majority of the Fund’s outstanding shares of common stock and preferred stock, entitled to vote thereon, voting together as a single class, and Ami G. Kaplan must be elected by vote of the holders of a majority of the Fund’s outstanding shares
of preferred stock, voting separately from holders of common stock, entitled to vote thereon.
With respect to Next Generation Connectivity Fund, Michael J. Cosgrove, Deborah C. McLean, Paul M. Nakasone, Ami G. Kaplan, Marc Gary, Martha C. Goss, and
Michael M. Knetter must be elected by vote of the holders of a majority of the Fund’s outstanding shares of common stock, entitled to vote thereon.
With respect to other items of business (and the Funds are not currently aware of any other items to be brought before the Meeting), the
necessary affirmative vote will depend on the requirements of the 1940 Act, the MGCL and the applicable Fund’s charter with respect to said item of business.
To assure the presence of a quorum at the Meeting, please promptly vote by telephone or through the Internet by following the instructions
on the enclosed proxy card. Alternatively, you may execute and return the enclosed proxy card. A self-addressed, postage-paid envelope is enclosed for your convenience.
- 24 -
INFORMATION ON THE FUNDS’ INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
PUBLIC ACCOUNTING FIRM
Ernst & Young LLP (“Ernst & Young”) audited each Fund’s financial statements for the fiscal year ended October 31, 2024. Ernst
& Young, 200 Clarendon Street, Boston, MA 02116, serves as the independent registered public accounting firm for each Fund and provides audit services, tax compliance services and assistance and consultation in connection with the review of
each Fund’s filings with the Securities and Exchange Commission (“SEC”). In the opinion of each Audit Committee, the services provided by Ernst & Young are compatible with maintaining the independence of the respective Fund’s independent
registered public accounting firm. Each Board has selected Ernst & Young as the independent registered public accounting firm for the respective Fund for the fiscal year ending October 31, 2025. Ernst & Young has served as each Fund’s
independent registered public accounting firm since the Fund’s inception. Ernst & Young has informed the Funds that it has no material direct or indirect financial interest in any Fund.
Representatives of Ernst & Young are not expected to be present at the Meeting but have been
given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence.
FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Fees
The aggregate fees billed by Ernst & Young for the audit of the annual financial statements or services that are normally provided in
connection with statutory and regulatory filings or engagements of the Funds for the fiscal years ended October 31, 2023 and October 31, 2024 are as shown in the table below.
|
Audit Fees Billed
|
||
|
Fund
|
Fiscal Year Ended 10/31/2023
|
Fiscal Year Ended 10/31/2024
|
|
Municipal Fund
|
$63,900
|
$51,300
|
|
Next Generation Connectivity Fund
|
$53,300
|
$53,300
|
Audit-Related Fees
The aggregate audit-related fees billed by Ernst & Young for the Funds for the fiscal years ended October 31, 2023 and October 31,
2024 are as shown in the table below. The nature of the services that could be provided includes agreed-upon procedures relating to the preferred stock.
|
Audit-Related Fees Billed
|
||
|
Fund
|
Fiscal Year Ended 10/31/2023
|
Fiscal Year Ended 10/31/2024
|
|
Municipal Fund
|
$0
|
$0
|
|
Next Generation Connectivity Fund
|
$0
|
$0
|
- 25 -
Tax Fees
The aggregate fees billed by Ernst & Young for the Funds for the fiscal years ended October 31, 2023 and October 31, 2024 are as shown
in the table below. The nature of the services provided comprised tax compliance including preparation of the Federal and State tax extensions and tax returns, review of annual excise tax calculations and preparation of Form 8613. In addition,
services include assistance with identification of Passive Foreign Investment Companies (“PFICS”), assistance with determination of various foreign withholding taxes and assistance with Internal Revenue Code and tax regulation requirements for fund
investments.
|
Tax Fees Billed
|
||
|
Fund
|
Fiscal Year Ended 10/31/2023
|
Fiscal Year Ended 10/31/2024
|
|
Municipal Fund
|
$13,960
|
$13,960
|
|
Next Generation Connectivity Fund
|
$20,790
|
$20,790
|
All Other Fees
The aggregate fees billed by Ernst & Young for services provided to the Funds during the fiscal years ended October 31, 2023 and
October 31, 2024 other than those reported in Audit Fees, Audit-Related Fees and Tax Fees, are as shown in the table below.
|
All Other Fees
|
||
|
Fund
|
Fiscal Year Ended 10/31/2023
|
Fiscal Year Ended 10/31/2024
|
|
Municipal Fund
|
$0
|
$0
|
|
Next Generation Connectivity Fund
|
$0
|
$0
|
Non-Audit Fees
The aggregate fees billed by Ernst & Young during the fiscal years ended October 31, 2023 and October 31, 2024 for non-audit services
to the Funds and NBIA and any entity controlling, controlled by or under common control with NBIA that provides ongoing services to the Funds are as shown in the table below.
|
Aggregated Non-Audit Fees
|
||
|
Fund
|
Fiscal Year Ended 10/31/2023
|
Fiscal Year Ended 10/31/2024
|
|
Municipal Fund
|
$13,960
|
$13,960
|
|
Next Generation Connectivity Fund
|
$20,790
|
$20,790
|
Audit Committees’ Pre-Approval Policies and Procedures
Each Audit Committee’s pre-approval policies and procedures for its Fund to engage an accountant to render audit and non-audit services
delegate to each member of the Committee the power to pre-approve services between meetings of the Committee.
- 26 -
Each Audit Committee has considered these fees and the nature of the services rendered, and has concluded that they are compatible with
maintaining the independence of Ernst & Young. The Audit Committees did not approve any of the services described above pursuant to the “de minimis exceptions” set forth in Rule 2-01(c)(7)(i)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X. Ernst
& Young did not provide any audit-related services, tax services or other non-audit services to NBIA and any entity controlling, controlled by or under common control with NBIA that provides ongoing services to a Fund that the Audit Committees
were required to approve pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X. Each Audit Committee considered whether the provision of non-audit services rendered to NBIA and any entity controlling, controlled by, or under common control with NBIA
that provides ongoing services to a Fund that were not pre-approved by the Audit Committee because the engagement did not relate directly to the operations and financial reporting of the Fund is compatible with maintaining Ernst & Young’s
independence.
GENERAL INFORMATION
Ownership of Shares
As of April 23, 2025, no Fund knows of any person who owns beneficially more than 5% of its outstanding shares of common stock or
preferred stock other than those listed below.
|
Fund
|
Class
|
Name and Address of Beneficial Owner
|
Amount of Beneficial Ownership
|
Percent of Class
|
|
Municipal Fund
|
Common
|
Saba Capital Management, L.P.
Boaz R. Weinstein
Saba Capital Management GP, LLC
405 Lexington Avenue, 58th Floor
New York, New York 10174
|
1,922,039
|
6.49%(1)
|
|
Municipal Fund
|
Preferred
|
Bank of America Corporation
Banc of America Preferred Funding Corporation
100 N. Tryon Street
Charlotte, North Carolina 28255
|
2,279
|
100%(2)
|
|
Municipal Fund
|
Common
|
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
|
1,928,988
|
6.51%(3)
|
| Next Generation Connectivity Fund | Common |
Morgan Stanley
Morgan Stanley Smith Barney LLC
1585 Broadway
New York, New York 10036
|
4,243,964 | 5.4%(4) |
- 27 -
|
Fund
|
Class
|
Name and Address of Beneficial Owner
|
Amount of Beneficial Ownership
|
Percent of Class
|
|
Next Generation Connectivity Fund
|
Common
|
Saba Capital Management, L.P.
Boaz R. Weinstein
Saba Capital Management GP, LLC
405 Lexington Avenue, 58th Floor
New York, New York 10174
|
7,632,065
|
9.69%(5)
|
|
Next Generation Connectivity Fund
|
Common
|
Karpus Investment Management
183 Sully's Trail
Pittsford, New York 14534
|
3,757,086
|
4.77%(6)
|
| (1) |
Based on an amended Schedule 13D filed by Saba Capital Management, L.P., Boaz R. Weinstein, and Saba Capital Management GP, LLC on February 24, 2025.
|
| (2) |
Based on an amended Schedule 13D filed by Bank of America Corporation and Banc of America Preferred Funding Corporation on December 13, 2024.
|
| (3) |
Based on an amended Schedule 13G filed by First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation on July 12, 2024.
|
| (4) |
Based on a Schedule 13G filed by Morgan Stanley and Morgan Stanley Smith Barney LLC on May 6, 2025. This filing was made after the Record Date.
|
| (5) |
Based on an amended Schedule 13D filed by Saba Capital Management, L.P., Boaz R. Weinstein, and Saba Capital Management GP, LLC on March 7, 2025.
|
| (6) |
Based on an amended Schedule 13G filed by Karpus Investment Management on June 7, 2024.
|
In addition, the Directors and officers of each Fund, in the aggregate, owned less than 1% of each class of the Fund’s outstanding shares
of stock as of May 31, 2025. Information regarding each Director’s ownership of shares of each Fund is set forth above under “Ownership of Securities.” The principal executive officer and principal financial officer of each Fund own no Fund shares.
Payment of Solicitation Expenses
Solicitation is made primarily by the mailing of this Proxy Statement and the accompanying proxy card(s). In addition, EQ will assist in
the proxy effort, including by assembling and mailing materials. Each Fund may incur additional expenses if it requests additional services. Supplementary solicitations may be made by mail, telephone and electronic transmission or in person by
regular employees of NBIA, affiliates of NBIA or other representatives of the Funds (none of whom will receive additional compensation therefor). NBIA serves as each Fund’s investment manager and administrator. All expenses in connection with
preparing this Proxy Statement and its enclosures, and additional solicitation expenses including reimbursement of brokerage firms and others for their expenses in forwarding proxy solicitation material to the beneficial owners of Fund shares, will
be borne by the Funds.
Other Matters to Come Before the Meeting
The Funds do not know of any matters to be presented at the Meeting other than those described in this Proxy Statement. If other business
should properly come before the Meeting,
- 28 -
including votes to adjourn the Meeting to allow for the additional solicitation or proxy statements, the proxy holders will vote on it in accordance with
their best judgment for those shares they are authorized to vote. However, any proposal submitted to a vote at the Meeting by anyone other than the officers or Directors of the Funds may be voted on only by written proxy.
Stockholder Proposals
Each Fund’s Bylaws require stockholders wishing to nominate Directors or make proposals to be voted on at the Fund’s annual meeting to
provide notice of the nominations or proposals in writing delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Fund. To be valid, the notice must include all of the information specified in the applicable
Fund’s Bylaws. Stockholder proposals meeting tests contained in the SEC’s proxy rules may, under certain conditions, be included in a Fund’s proxy material for a particular annual stockholder meeting. Proposals submitted for inclusion in a Fund’s
proxy material for the 2026 Annual Meeting must be received by the Secretary on or before February 13, 2026. The fact that the Funds receive a stockholder proposal in a timely manner does not ensure its inclusion in its proxy material, since there
are other requirements in the proxy rules relating to such inclusion.
Stockholders who wish to make a proposal that would not be included in a Fund’s proxy materials or to nominate a person or persons as a
Director at a Fund’s 2026 Annual Meeting must ensure that the proposal or nomination is delivered to the Secretary no earlier than January 14, 2026 and no later than February 13, 2026. However, if the date of the mailing of the notice for the
Annual Meeting is advanced or delayed by more than thirty days from the anniversary date of the mailing of this year’s notice for the Annual Meeting or a special meeting of stockholders is held, notice by the stockholders to be timely must be
delivered no earlier than the 120th day prior to the date of such meeting, and no later than the later to occur of (i) the 90th day prior to the date of such meeting or (ii) the 10th day following the day on which public announcement of the date of
such meeting is first made by the Fund. The proposal or nomination must be in good order and in compliance with all applicable legal requirements, including the requirements set forth in each Fund’s Bylaws. The Chair of the Meeting may refuse to
acknowledge a nomination or other proposal by a stockholder that is not made in the manner described above.
Notice to Banks, Broker-Dealers and Voting Directors and their Nominees
Please advise the Funds, c/o Secretary, 1290 Avenue of the Americas, New York, New York 10104, whether other persons are beneficial owners
of shares of Fund stock for which proxies are being solicited and, if so, the number of copies of the Proxy Statement to supply to the beneficial owners of these shares.
Delinquent Section 16(a) Reports
Under Section 16(a) of the Securities Exchange Act of 1934, as amended, Section 30(h) of the 1940 Act and SEC regulations, certain of each
Fund’s officers, each Fund’s Directors and portfolio managers, persons owning more than 10% of each Fund’s common stock or preferred stock and certain officers and directors of the Funds’ investment manager are required to report their transactions
in each Fund’s stock to the SEC and the NYSE or NYSE American, as applicable. Based solely on the review by each Fund of the copies of such reports it received,
- 29 -
except as previously disclosed and as noted below, each Fund believes that, during its fiscal year ended October 31, 2024, all filing requirements applicable
to such persons were met. However, with respect to Municipal Fund, there was one late filing after the end of the fiscal year ended October 31, 2024 relating to thirty-seven transactions, which ranged from 2012 through 2023, by Bank of America
Corp /DE/, Merrill Lynch, Pierce, Fenner & Smith Inc., and BOFA Securities, Inc.
Householding
Please note that one annual report or proxy statement may be delivered to two or more stockholders of a Fund who share an address, unless the Fund has
received instructions to the contrary. To request a separate copy of an annual report or proxy statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such
documents are received, stockholders should contact the appropriate Fund at the address and phone number set forth above.
Investment Manager and Administrator
NBIA serves as the investment manager and administrator to each Fund. NBIA provides investment management and advisory services to
private accounts of institutional and individual clients and to mutual funds. NBIA is located at 1290 Avenue of the Americas, New York, New York 10104. As of March 31, 2025, NBIA and its affiliates had
approximately $515 billion in assets under management.
|
By order of each Board,
|
|
|
|
|
|
Claudia A. Brandon
|
|
|
Secretary of the Funds
|
June 13, 2025
- 30 -
EXHIBIT A
Audit Committee Report
Neuberger Berman Municipal Fund Inc.
Neuberger Berman Next Generation Connectivity Fund Inc.
(Collectively, the “Funds”)
The Audit Committees of the Boards of Directors of the Funds operate pursuant to a Charter, which sets forth the role of the Audit Committee in each Fund’s
financial reporting process. Pursuant to the Charter, and in accordance with Rule 32a-4 under the Investment Company Act of 1940, as amended, the role of each Fund’s Audit Committee is to oversee the Fund’s accounting and financial reporting
processes and the quality and integrity of the Fund’s financial statements and the independent audit of those financial statements. Each Fund’s Committee is responsible for, among other things, recommending the initial and ongoing engagement of the
independent auditors and reviewing with the Fund’s independent auditors the scope and results of the Fund’s annual audit. Fund management is responsible for the preparation, presentation and integrity of the Funds’ financial statements and for the
procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors for the Funds are responsible for planning and carrying out proper audits and reviews.
The Audit Committees met on December 11, 2024 to review the Funds’ audited financial statements for the fiscal year ended October 31, 2024. In performing this
oversight function, the Audit Committees have reviewed and discussed the audited financial statements with the Funds’ management and their independent auditors, Ernst & Young LLP (“E&Y”). The Audit Committees have discussed with E&Y the
matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”), including Auditing Standard No. 1301. The Audit Committees have received the written disclosures and the letter from E&Y
required by the applicable requirements of the PCAOB regarding independent accountant communications with audit committees concerning the accountants’ independence. The Audit Committees also have discussed with E&Y its independence.
The members of the Audit Committees are not employed by the Funds as experts in the fields of auditing or accounting and are not employed by the Funds for
accounting, financial management or internal control purposes. Members of the Audit Committees rely without independent verification on the information provided and the representations made to them by management and E&Y.
Based upon this review and related discussions, and subject to the limitation on the role and responsibilities of the Audit Committee set forth above and in
the Charter, the Audit Committee of each Fund recommended to its Board of Directors that the audited financial statements be included in the Fund’s Annual Report to Stockholders for the fiscal year ended October 31, 2024.
The members of the Audit Committees are listed below. Each has been determined to meet the independence requirements of NYSE and NYSE
American.
Michael J. Cosgrove (Chair)
Martha C. Goss (Vice Chair)
Deborah C. McLean
December 11, 2024
Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
1290 Avenue of the Americas
New York, New York 10104-0002
www.nb.com
www.nb.com
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