Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
22 Julio 2024 - 4:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
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Neuberger Berman Municipal Fund Inc.
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Neuberger Berman Next Generation Connectivity Fund Inc. (NBXG)Neuberger Berman
Municipal Fund Inc. (NBH) Presentation to Institutional Shareholder Services (ISS) July 2024
Table of Contents Introduction and Overview of Neuberger Berman Neuberger Berman
Closed-End Fund Oversight Why SABA’s Nominee is the Wrong choice NBXG: Performance Review & Discussion NBH: Performance Review & Discussion
Is Change Warranted? No. The Funds’ Incumbent Director Nominees are the Right
Choice Incumbent Director nominees are independent and experienced in overseeing CEFs Neuberger Berman Closed-End Funds (NB CEFs) are designed and managed to help investors achieve their long-term investment goals The NB CEFs provide
exposure to diverse asset classes and investment strategies NBH and NBXG provide investors with access to markets and strategies they may not otherwise be able to invest in on their own and, for NBH, provides institutional quality leverage
that is not available to retail investors Each Director provides specialized expertise and contributes to the overall perspective and performance of the Board Replacing existing Directors of either Fund could impair its Board’s balance of
skills The three incumbent Board nominees are experienced and knowledgeable, independent of management, and have a history of acting in the best interests of all stockholders Saba Capital Master Fund Limited Ltd., a hedge fund managed by Saba
Capital Management, L.P. (together “Saba”), has an extensive history of destructive actions that have harmed CEF stockholders and caused increases in CEF expenses Saba’s tactics with other CEFs have been in its own interests, and not in the
best interests of all stockholders Saba’s nominee has few relevant skills to provide oversight, would add no incremental assistance to the Boards, and already serves on the boards of funds in multiple different complexes, raising questions
about capacity, among other things The nominee is an employee of Saba, which creates an irreconcilable conflict of interest with other stockholders Incumbent Director nominees have served as fiduciaries for all stockholders The Funds’ Boards
and management teams create value for all stockholders Rigorous and Independent Board oversight ensures all stockholders are protected Inherent Conflicts between Saba’s self-serving interests and those of other stockholders Saba’s nominee is
unqualified and conflicted Long history of overseeing closed-end funds (CEFs) and other types of investment companies prudently and in the best interest of all fund investors
Overview of Neuberger Berman
Neuberger Berman Overview Investing for clients for over 80 years As of June 30,
2024. Figures may not sum up due to rounding. 1. Includes the firm's current and former employees, directors and, in certain instances, their permitted transferees 2. Retention of MD and SVP investment professionals since becoming an
independent company in 2009. 3. Awarded by UN-supported Principles for Responsible Investment (PRI). The PRI 2020 Leader's Group is awarded to only 20 of ~2,100 PRI investment manager signatories. 4. Based on the average scores of reporting
investment management signatories globally with AUM greater than $50bn. 5. For illustrative and discussion purposes only. PRI grades are based on information reported directly by PRI signatories, of which investment managers totalled 3,123 for
2023. Please see Principles for Responsible Investment (PRI) Scores and end of this material for information regarding PRI scores shown. 6. Among organizations with over 1,000 employees by Pensions & Investments. MD/SVP
RetentionRate2 Independent 100% Employee-Owned1 Global 39 Cities and 21 Portfolio Management Centers Stability Depth 750+ Investment Professionals Alignment 100% Deferred Cash Compensation Directly Linked To
Strategies Leadership THE NB DIFFERENCE Awarded to <1% of Investment Management Signatories3 96% Scale 2,800+ Employees NEUBERGER BERMAN: $481BN Equities $133bn Fixed Income $185bn Private Equity $97bn Private Credit $31bn
Real Assets $10bn $26bn Liquid & Specialty Alternatives Awarded 1st or 2nd Place in Each of the Last Ten Consecutive Years by Pension & Investments6 Culture ESG Scored above the median of large investment management peers
globally4 for our ESG integration efforts in every reported category5
Our Comprehensive Investment Offering Spans All Major Asset Classes Investing
$481bn for clients globally As of June 30, 2024. Figures may not sum up due to rounding. Global Investment Grade Global Non-Investment Grade Emerging Markets Debt Municipals Multi-Sector Currency Global U.S. EAFE / Japan Emerging
Markets - China PUBLIC MARKETS PRIVATE MARKETS EQUITIES FIXED INCOME HEDGE FUNDS & LIQUID ALTERNATIVES $133bn $97bn $185bn $31bn $21bn $5bn MULTI-ASSET STRATEGIES $341bn $140bn Commodities Diversified Real
Assets Global REITs U.S. REITs Private Real Estate – Almanac Real Estate Secondaries Real Estate Primaries & Co-Investments Infrastructure PUBLIC REAL ASSETS $3bn $7bn PRIVATE EQUITY PRIVATE CREDIT SPECIALTY
ALTERNATIVES PRIVATE REAL ASSETS GLOBAL RESEARCH CAPABILITIES ESG INTEGRATION DATA SCIENCE Multi-Manager Hedge Funds Long/Short Event Driven Global Macro Risk Premia Options Primaries Co-Investments Secondaries Specialty
Strategies Hedge Fund Co-Investments Insurance-Linked Strategies Crossover / Pre-IPO Private Debt Capital Solutions Special Situations Residential Loans Specialty Finance Private Placement European Private
Loans Quantitative Thematic Custom Direct Investing
Corporate Governance Guidelines There is a difference between operating companies
and investment companies 1. Neuberger Berman Governance and Proxy Voting Guidelines Neuberger Berman differentiates between operating companies and investment companies when assessing certain aspects of corporate governance “We recognize
that some of our investments, including but not limited to those listed outside major stock exchanges, mutual funds, exchange-traded funds, closed-end funds and special purpose acquisition companies, do not operate in markets where it would be
appropriate to apply the full breadth of our guidelines. In those instances we will vote based on our assessment of best practices that protect shareholder value” 1
Neuberger Berman Closed-End Fund Oversight
Corporate Governance Responsible for oversight and monitoring of the accounting
and financial reporting policies, processes, and practices. Supports financial statement audits During each Fund’s 2023 FY, its Audit Committee met seven times Responsible for assisting the Board in the oversight and monitoring of NB
CEFs NBH’s Closed-End Funds Committee met nine times during FY 2023. NBXG’s Closed-End Funds Committee met six times during FY 2023 Responsible for reviewing Fund principal contractual arrangements. Guides the process by which Independent
Directors consider whether to approve/renew such contracts During each Fund’s FY 2023, its Contract Review Committee met six times Responsible for the oversight of compliance matters, risk management and other regulatory matters During each
Fund’s 2023 FY, its Ethics and Compliance Committee met four times 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 During each
Fund’s FY 2023, each Fund’s Executive Committee met one time Audit Closed-End Funds Contract Review Ethics and Compliance Executive Responsible for seeking, identifying and recommending to the Board qualified candidates for election or
appointment to the Board During each Fund’s FY 2023, its Governance and Nominating Committee met two times Governance & Nominating The Board has established a thoughtful governance structure that utilizes committees for deeper director
engagement and oversight of critical areas of focus, including a dedicated Closed-end Funds Committee Responsible for overseeing and guiding the process by which its Board reviews Fund performance and interfacing with management personnel
responsible for investment risk management During each Fund’s 2023 FY, each Fund’s Investment Performance Committee met four times Investment Performance
Nominee Biographies Marc Gary Mr. Gary has legal and investment management
experience as executive vice president and general counsel of a major asset management firm.2 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 Martha C. 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 operating companies and a university Michael M. Knetter Dr. Knetter has organizational management experience as a dean of the Madison business school at University of
Wisconsin and as President and CEO of the University of Wisconsin 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 2. Asset Management firm not affiliated with Neuberger Berman
Board Actions Taken in the Interest of Stockholders The incumbent Director
nominees each currently serve on the Boards of Directors for three other NB CEFs and a family of open-end funds, all part of the Neuberger Berman Fund Complex The Boards of NBH and NBXG, including the incumbent Director nominees, have
carefully considered numerous discount mitigation techniques and regularly monitor the Funds’ discount on both a relative and absolute basis, acting when appropriate The Directors have taken a variety of actions designed to enhance investor
value and make all NB CEFs more competitive in the secondary marketActions have included: Action Taken How does this action help reduce CEF discount? NBXG NBH Other Funds Distribution rate increases Increase cash distributions to
stockholders ✔ ✔ Managed / level-rate distribution plan Enhances CEF distribution stability ✔ ✔ ✔ Use of return of capital (ROC) to equitably benefit stockholders Preference is to use ROC to enhance distributions ✔ ✔ ✔ Approved
fund mergers Improves trading volume and liquidity, lower expenses ✔ ✔ Discount management program Board has approved Tender Offers and Measurement Programs ✔ ✔ Structured Fund with limited term providing 100% liquidity at NAV Ensures
opportunity for Liquidity at NAV ✔ Market Insights and fund commentaries Increase CEF visibility and support stockholders ✔ ✔ ✔ Diligence materials and updates for CEF research analysts Keeps funds in good standing on platforms and
increases visibility ✔ ✔ ✔ Quarterly Webinar for stockholders and financial advisors Increase CEF visibility and support stockholders ✔ ✔ Meetings with institutional investors and advisors Increase CEF visibility and support
stockholders and their advisers ✔ ✔ ✔ Demonstrated History of Acting in the Long-Term Interest of Stockholders
Highly Experienced Board Focused on Protecting Stockholder Interests Marc
Gary Martha C. Goss Michael M. Knetter Michael J. Cosgrove Ami G. Kaplan Deborah C. McLean George W. Morriss Tom D. Seip Franklyn E. Smith Joseph V. Amato Total Up for re-election NBH/NBXG NBH/NBXG NBH/NBXG Skills/
Expertise Independent/No Conflicts ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 9 Registered Closed-End Fund ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 10 Executive Leadership ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 9 Public Service or Academic Positions
✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 9 Other Investment Fund/Asset Management ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 10 Public Operating Company Board Experience ✔ ✔ ✔ ✔ 4 Consulting ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 8 Other Finance and
Accounting ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 10 Retail or Retirement Market ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 10 Risk Management and Compliance ✔ ✔ ✔ ✔ ✔ ✔ 6 Total 8 10 9 8 9 8 10 8 9 7 The current Fund Board has an extensive
set of skills needed to effectively oversee the NB CEFs Admiral James G. Stavridis, the Board’s cybersecurity and global affairs expert, retired from his position as a Director effective June 30, 2024. In connection with its efforts to replace
this skillset, the Board has hired a consultant with a similar level of expertise to assist in its oversight obligations.
Why SABA’s Nominee is the Wrong Choice
The Board and Neuberger Berman are focused on ALL our stockholders Saba has a
long history of exiting CEFs after capturing a quick profit for THEIR investors, and destroying value for other fund investors Utilizes required shareholder meetings to pressure boards to meet its demands intended to generate a short-term gain
from receiving NAV or close to NAV through tender offers or other liquidity events that do not permanently reduce trading discounts Exits funds quickly after pressuring their boards to implement short term “fixes,” leaving remaining
stockholders with shares in funds with reduced size, higher expenses, and in some cases challenged to continue to meet their objectives Fund Name Ticker Tender Expiration Date Saba ownership prior to announcement of tender offer Saba
Ownership Immediately After Tender Ownership at the next quarter end Current Ownership3 %Δ After Announcement %Δ Qtr end after Announcement %Δ to Current3 Templeton Global Income Fd (now
SABA) GIM 11/9/2023 30.7% 19.2% 15.6% 12.2% (37.4%) (49.3%) (60.1%) Delaware Investment National Municipal Income Fund VFL 12/13/2022 16.3% 0.0% 0.0% 1.9% (100.0%) (100.0%) (88.5%) Eaton Vance Senior Floating-Rate
Trust EFR 7/30/2021 9.5% 0.0% 0.0% 0.0% (99.9%) (100.0%) (100.0%) Eaton Vance Floating-Rate Income Trust EFT 7/30/2021 15.6% 0.0% 0.0% 0.0% (100.0%) (100.0%) (100.0%) Eaton Vance Senior Income Trust,
Inc. EVF 7/30/2021 21.2% 0.0% 0.0% 0.0% (100.0%) (100.0%) (100.0%) Voya Prime Rate Trust (now BRW – Saba managed) PPR 7/19/2021 24.6% 22.5% 22.46% 3.2% (8.6%) (8.6%) (87.1%) Voya Prime Rate Trust (now BRW – Saba managed)
PPR 1/4/2021 22.5% 15.0% 12.94% 3.2% (33.2%) (42.4%) (85.9%) Royce Global Value Trust, Inc. RGT 12/21/2020 13.7% 3.1% 1.0% 0.0% (77.4%) (92.8%) (100.0%) Neuberger Berman High Yield Strategies Fund
Inc. NHS 12/10/2020 24.9% 8.0% 0.0% 0.0% (67.9%) (100.0%) (100.0%) Western Asset High Income Fund II Inc. HIX 11/16/2020 8.9% 0.0% 0.0% 0.0% (100.0%) (100.0%) (100.0%) Western Asset High Income Opportunity Fund
Inc. HIO 11/16/2020 10.2% 6.1% 2.4% 0.0% (40.0%) (76.4%) (100.0%) Western Asset Global High Income Fund Inc. EHI 11/16/2020 20.4% 0.0% 0.0% 0.0% (100.0%) (100.0%) (100.0%) Invesco Dynamic Credit Opportunities
Fund VTA 12/5/2019 10.0% 7.6% 6.5% N/A4 (23.7%) (34.7%) N/A4 Invesco Senior Income Trust VVR 12/5/2019 12.1% 10.1% 9.3% 0.0% (16.7%) (23.3%) (100.0%) Invesco High Income Trust
II VLT 12/5/2019 14.5% 7.8% 4.1% 0.0% (46.1%) (71.7%) (100.0%) First Trust Strategic High Income Fund II FHY 9/28/2017 10.0% 5.0% 3.5% N/A4 (50.4%) (64.7%) N/A4 3. Disclosed in Annual Report for holdings of PPR, now Saba
Capital Income & Opportunities Fund, as of 4/30/24; Disclosed in DEF 14A filing for holdings of GIM, now Saba Capital Income & Opportunities Fund II, as of 5/1/24; All other funds based on Saba’s 13F disclosure holdings as of 3/31/24.
4. No longer active CEF Saba quickly exited or greatly reduced its ownership in funds where a tender offer was the outcome:
Saba’s takeovers of BRW and SABA have hurt stockholders Saba used its controlling
interest in these funds to implement self-serving, riskier strategies that drastically changed those chosen by investors. Source: Financial Statements, Shareholder Reports Saba Capital Income & Opportunities Fund (BRW) BRW trades at a
wider persistent discount to NAV since Saba’s 2021 takeover Under Saba, BRW has significantly underperformed benchmark index:11/1/23 – 4/30/24: BRW +3.23% iBoxx USD Liquid High Yield Index: +8.74% Portfolio exposure now includes SPACs,
Crypto and up to 12% in a single hedge fund – not what stockholders who owned Voya Prime Rate CEF wanted nor anticipated Almost 25% of his holdings are in other hedge funds and crypto BRW expense ratio for 2024 SASR was 6.10% (annualized,
including waivers) vs 2.26% for full fiscal year 2021 ~31% CEFs – Not only adds to expenses due to acquired fund fees but presents a serious conflict of interest Paul Kazarian is on the PM team of the fund Saba Capital Income &
Opportunities Fund II (SABA) Saba shifting portfolio exposure to riskier assets Now has higher fees and expenses (SASR 4/2024 = 2.36% vs FY 2023 = 0.85%) ~18% CEFs – Not only adds to expenses due to acquired fund fees but presents a serious
conflict of interest Paul Kazarian is on the PM team of the fund Tender Offer Tender Offers Discount Widened Discount Widened Saba Takeover
SABA’s Nominee Lacks Independence and has Insufficient Expertise to Contribute to
the Boards SABA Nominee Marc Gary Martha C. Goss Michael M. Knetter Michael J. Cosgrove Ami G. Kaplan Deborah C. McLean George W. Morriss Tom D. Seip Franklyn E. Smith Joseph V. Amato Paul Kazarian Up for
re-election NBH/NBXG NBH/NBXG NBH/NBXG Skills/ Expertise Independent/No Conflicts ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ X Registered Closed-End Fund ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Executive Leadership ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ X Public
Service or Academic Positions ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ X Other Investment Fund/Asset Management ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Public Operating Company Board Experience ✔ ✔ ✔ ✔ X Consulting ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ X Finance and
Accounting ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ X Retail or Retirement Market ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ X Risk Management and Compliance ✔ ✔ ✔ ✔ ✔ ✔ ✔ Total 8 10 9 8 9 8 10 8 9 7 3 Paul Kazarian is an employee of Saba
and is not qualified to properly support Neuberger Berman’s CEFs
Two Distinct Market Environments Since Inception Figure 1: Impact of Rate Hikes
Digested (05/26/2021 – 05/26/2022) – NAV Indexed to 100 Figure 2: Normalized Environment (05/27/2022 – Current) – NAV Indexed to 100 NBXG -30.5% BSTZ -30.1% BIGZ -41.7% NBXG +34.6% BSTZ +8.4% BIGZ -4.2% A seismic shift in the
valuation regime for growth equities soon after launch, followed by a more normalized period for stock-picking NBXG – Neuberger Berman Next Generation Connectivity Fund BIGZ – BlackRock Innovation & Growth Trust BSTZ – BlackRock Science
and Technology Trust II Source: Factset, Bloomberg. Data as of July 8, 2024. Returns represent NAV Total Returns.
NBXG’s Mandate-Driven Underweight to Mega Caps Has Been a Headwind Significant
exposure to and exceptional returns of Mag 7 driving index performance Source: Neuberger Berman, Bloomberg, FactSet as of June 30, 2024 Mag 7 Return Since Inception Avg Mag 7 Weight Since Inception
NBXG Private Program Return Profile Favorable relative performance of private
markets program vs small cap growth and comparable vintage peer Source: Company filings, Neuberger Berman estimates, FactSet. as of June 30, 2024 Small-Cap Growth Proxy Average MCap of ~$6bn
NBXG Dividend Adjusted NAV Is Back At Cost Basis Source: Factset, Bloomberg.
NBXG cumulative total return since inception has outpaced peers
NBXG Discount Narrowing Since 2022 And Remains Favorable Amongst Peers Closing
the NAV discount more than similar vintage peers Source: FactSet. Data as of June 30, 2024. Current Premium/Discount NBXG = -11.8% BSTZ = -12.8% BIGZ = -14.5%
NBXG Review & Discussion – Distributions Fund has maintained consistent
distributions, per stated objectives in mandate Since inception, NBXG has declared 37 consecutive monthly distributions of 10 cents per share (for a total of $3.70) Emphasis has been on delivering consistent monthly cash flows to
stockholders The Fund continues to employ an option writing strategy intended to generate current gains from options premiums, and to enhance the fund’s risk adjusted return potential
NBXG Review & Discussion – Fees & Expenses Portfolio Avg. Net Assets
($Mil) Mgmt Fees (%) Other Nonmgmt Expenses (%) Investment-Related Expenses/ Taxes (%) Total Expenses (%) NB Next Gen Connectivity 982.8 1.250 0.070 0.000 1.320 Peer Group Average 999.8 1.187 0.079 0.000 1.266 NBXG fees are
in line with peer average SOURCE – NB Funds 15c Report / Broadridge
NBH: Review & Discussion – Nav/Premium Discount NBH Daily Valuation since
Change in Investment Guidelines NBH’s IPO was in September 2002 Fund’s initial investment strategy was to invest in a portfolio of intermediate maturity bonds (maximum maturity of 15 years) NBH maintained this investment strategy until
August 2018, when NB recommended, and the Fund’s Board approved removing any maturity limitations and increased the maximum percentage allowed in below investment grade bonds to 30% Post this change, the PM team had far greater flexibility to
invest where they saw opportunities At that time, yields available in the municipal market were so low that even having expanded maturity/duration flexibility proved ineffective as existing portfolio holdings possessed a book yield higher than
bonds available at the longest parts of the municipal curve Average Prem/Disc(8/28/2018-7/12/2024) NBH -5.14% Peers -6.17%
NBH: Review & Discussion – Nav/Premium Discount Impact of short-term funding
costs on valuation Most Municipal CEFs use leverage to enhance distributions to common stockholders. There is a strong correlation between the level of distributions and a CEF’s valuation. When investors doubt a CEF’s distribution
sustainability, valuations can decline and discounts widen. The Fed’s Zero Interest Rate Policy (ZIRP) kept short-term rates, including the SIFMA Municipal Swap Index, at historically low levels. This drove Municipal CEF valuations to high
levels, with many trading at premiums above NAV, including NBH As the Fed indicated a shift from easy monetary policy, markets and investors reacted even before formal changes. With actual monetary tightening and rising short-term rates,
investors moved away from leveraged CEFs, putting pressure on valuations. This trend started to reverse in late 2023/early 2024 as signs of Fed easing emerged and markets began repricing rate-sensitive investments Average
Prem/Disc(8/28/2018-7/12/2024) NBH -5.14% Peers -6.17%
NBH: Review & Discussion – Total Shareholder Return NBH NAV performance, has
improved as market environment has provided opportunity to fully use broader investment guidelines Through 6/30 YTD 1 Year Trailing 18 Months Trailing 2 Years Neuberger Berman Municipal Fund (NBH) 0.98 4.29 5.51 2.97 Benchmark 1:
Bloomberg Municipal 10 Yr 8-12 TR USD -1.57 1.92 2.73 2.97 Mstar Peer Group Median 0.19 4.64 5.97 3.66 NBH performance has been positively impacted by: The ability to prudently use greater exposure to credit opportunities Potential
to position the portfolio across the entire yield curve
NBH: Review & Discussion – Distributions On Monday, July 15th, NBH announced
a 43.5% increase in its monthly distribution rate The new monthly distribution rate of $0.05417 per share represents an annualized distribution per share of $0.65 and results in a distribution rate of approximately 5.91% of the Fund’s market
price and 5.38% of its net asset value, as of July 12, 2024 Neuberger Berman and the Fund’s Board continue to be focused on delivering value to stockholders The distribution rate increase is an effort to enhance the Fund’s competitiveness in
the secondary market and increase demand for the Fund’s common stock in the secondary market, which may result in a narrowing in the discount between the market price of the Fund’s common stock and its net asset value per share The Fund’s
Board has determined that—like many other CEFs—it is in the best interests of the Fund and its current stockholders to pay a higher distribution rate, even if that distribution represents a combination of net investment income, capital gains
and return of capital The distribution increase results in NBH’s NAV yield moving from the 33rd out of 40 municipal CEFs to 14th out of 40 (based on Morningstar data as of 6/28/24) Increase in Distribution provides a more Competitive NAV
yield – helping support Investor Demand and Adding to Stockholder Monthly Cash Flows
NBH: Review & Discussion – Fees & Expenses Portfolio Avg. Net Assets
($Mil) Mgmt Fees (%) Other Nonmgmt Expenses (%) Investment-Related Expenses/ Taxes (%) Total Expenses (%) Neuberger Municipal 373.4 0.550 0.168 1.628 2.346 Peer Group Average 422.4 0.613 0.120 1.239 1.972 NBH has lower
management fees vs peers, investment related expenses are higher due to differing leverage structure SOURCE – NB Funds 15c Report / Broadridge NBH management and other non-investment-related expenses are competitive and lower than Peer Group
average NBH Total Expenses (TER) is driven higher by investment-related expenses (cost of leverage) NBH leverage costs are higher than many Peer CEFs as NBH employs one form of Leverage – Variable Municipal Term Preferred stock (VMTPs) Other
CEFs use other forms of leverage – mostly, Tender Option Bonds The use of TOBs varies, but sometimes represent a substantial level (50% or more of total leverage employed) TOBs are a much less costly form of leverage relative to VMTPs Due to
the smaller size of NB Muni CEFs (historically, NB had three municipal CEFs (National, NY and Cal) and the lower total asset size of these CEFs prohibited the use of TOBs One of the rationales for the merger of the NY & CAL CEFs into NBH
in 2023, was to combine assets into a single portfolio where size would now support greater flexibility in terms of leverage structure
Is Change Warranted? No. The Funds’ Incumbent Director Nominees are the Right
Choice Incumbent Director nominees are independent and experienced in overseeing CEFs NB CEFs are designed and managed to help investors achieve their long-term investment goals The NB CEFs provide exposure to diverse asset classes and
investment strategies NBH and NBXG provide investors with access to markets and strategies they may not otherwise be able to invest in on their own and, for NBH, provides institutional quality leverage that is not available to retail
investors Each Director provides specialized expertise and contributes to the overall perspective and performance of the Board Replacing existing Directors of either Fund could impair its Board’s balance of skills The three incumbent Board
nominees are experienced and knowledgeable, independent of management, and have a history of acting in the best interests of all stockholders Saba has an extensive history of destructive actions that have harmed CEF stockholders and caused
increases in CEF expenses Saba’s tactics with other CEFs have been in its own interests, and not in the best interests of all stockholders Saba’s nominee has few relevant skills to provide oversight, would add no incremental assistance to the
Boards, and already serves on the boards of funds in multiple different complexes, raising questions about capacity, among other things The nominee is an employee of Saba, which creates an irreconcilable conflict of interest with other
stockholders Incumbent Director nominees have served as fiduciaries for all stockholders The Funds’ Boards and management teams create value for all stockholders Rigorous and Independent Board oversight ensures all stockholders are
protected Inherent Conflicts between Saba’s self-serving interests and those of other stockholders Saba’s nominee is unqualified and conflicted Long history of overseeing CEFs and other types of investment companies prudently and in the best
interest of all fund investors
Neuberger Berman Municipal (AMEX:NBH)
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Neuberger Berman Municipal (AMEX:NBH)
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De Dic 2023 a Dic 2024