NBH Neuberger Berman Municipal Fund Inc

 

Neuberger Berman Municipal Fund Inc.

Neuberger Berman Next Generation Connectivity Fund Inc.

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NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
To Be Held on [  ], 2024
_________________________

[  ], 2024

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) and Neuberger Berman Next Generation Connectivity Fund Inc. (NYSE: NBXG) (each, a “Fund” and, together, the “Funds”) will be held on [  ], 2024, at [  ] Eastern Time at the offices of Neuberger Berman Investment Advisers LLC (“NBIA”), 1290 Avenue of the Americas, New York, New York 10104.

At the Meeting, common stockholders and preferred stockholders, if any, of each Fund will be asked to consider and act upon the following:

(1)	With respect to each Fund, the election of three Class I Directors as outlined below.

A.

Two Class I Directors, Marc Gary and Martha C. Goss, to be elected by the holders of common stock and the holders of preferred stock, if any, voting together as a single class, such Directors to serve until the annual meeting of stockholders in 2027, or until their successors are elected and qualified; and

B.

One Class I Director, Michael M. Knetter, to be voted on by the holders of preferred stock of Neuberger Berman Municipal Fund Inc., voting as a single class, and by the holders of common stock of Neuberger Berman Next Generation Connectivity Fund Inc., voting as a single class, such Director to serve until the annual meeting of stockholders in 2027, or until his successor is elected and qualified; and

(2)	To consider and act upon any other business that may properly come before the Meeting or before any adjournments or postponements thereof.

You are entitled to vote at the Meeting and at any adjournments or postponements thereof if you owned shares of a Fund at the close of business on [  ], 2024 (“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 WHITE 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 WHITE proxy card.

You may receive solicitation materials from Saba, including an opposition proxy statement and proxy card, seeking your proxy to vote for the individual nominee (the “Hedge Fund Nominee”) proposed for election as a Class I Director by the Saba Hedge Fund. Each Board does NOT endorse the Hedge Fund Nominee. The Funds are not responsible for the accuracy of any information provided by or relating to the Saba Hedge Fund, Saba or the Hedge Fund Nominee contained in solicitation material filed or disseminated by or on behalf of Saba, or any other statements that Saba may make.

Each Board urges you NOT to sign or return any proxy card sent to you by Saba. Do NOT send back any proxy card you may receive from Saba, even to vote against the Hedge Fund Nominee, as this may cancel your prior vote for the Board’s nominees. Even if you have previously returned a proxy card sent to you by Saba, you can change your vote by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided, by recording your voting instructions via telephone or the internet by following the instructions on the enclosed WHITE proxy card or by voting in person at the Meeting. Only the latest dated proxy you submit will be counted. 

At the Meeting, three Directors are standing for election. The Funds’ WHITE proxy cards will include only the Funds’ three director nominees, which comprise a full slate of Class I Director nominees. Saba’s proxy cards will include only the one Hedge Fund Nominee, and none of the Funds’ nominees, which does not constitute a full slate of directors of any class. Fund stockholders may only vote on either the white or [gold or other color] proxy card(s). Therefore, if you return a proxy card received from Saba, you will not be able to vote for a full slate of directors as their card only includes one nominee and you cannot vote on both cards.

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.

	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. ^© 2024 Neuberger Berman Investment Advisers LLC. All rights reserved.

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:

Registration		Valid Signature
Corporate Accounts
(1) ABC Corp		ABC Corp.
(2) ABC Corp		John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer		John Doe
(4) ABC Corp. Profit Sharing Plan		John Doe, Director
Trust Accounts
(1) ABC Trust		Jane B. Doe, Director
(2) Jane B. Doe, Director u/t/d 12/28/78		Jane B. Doe
Custodian or Estate Accounts
(1) John B. Smith, Cust. f/b/o
John B. Smith, Jr. UGMA		John B. Smith
(2) John B. Smith		John B. Smith, Jr., Executor

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 WHITE proxy card sent by your Fund. 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 WHITE 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. Returning Saba’s gold proxy card, or any other proxy card you receive from Saba, will revoke any WHITE proxy card previously returned to the Fund, even if you withhold votes on Saba’s nominees on the gold proxy card. Therefore, PLEASE DISCARD ANY GOLD PROXY CARD OR ANY OTHER PROXY CARD YOU RECEIVE FROM SABA, AND PLEASE VOTE USING ONLY THE ENCLOSED WHITE PROXY CARD.

Neuberger Berman Municipal Fund Inc.
Neuberger Berman Next Generation Connectivity Fund Inc.

1290 Avenue of the Americas

 New York, New York 10104
[877-461-1899]

___________________________

PROXY STATEMENT
___________________________

For the Joint Annual Meeting of Stockholders
to be held on [  ], 2024

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 [  ], 2024, at [  ] 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 [  ], 2024.

At the Meeting, common stockholders and preferred stockholders, if any, of each Fund will be asked to consider and act upon the following:

(1)	With respect to each Fund, the election of three Class I Directors as outlined below.

A.

Two Class I Directors, Marc Gary and Martha C. Goss , to be elected by the holders of common stock and the holders of preferred stock, if any, voting together as a single class, such Directors to serve until the annual meeting of stockholders in 2027, or until their successors are elected and qualified; and

B.

One Class I Director, Michael M. Knetter, to be voted on by the holders of preferred stock of Municipal Fund, voting as a single class, and by the holders of common stock of Next Generation Connectivity Fund, voting as a single class, such Director to serve until the annual meeting of stockholders in 2027, or until his successor is elected and qualified; and

(2)	To consider and act upon any other business that may properly come before the Meeting or before any adjournments or postponements thereof.

Each Board urges you to vote FOR the election of the nominees of the Board of Directors of your Fund using the enclosed WHITE proxy card.

You may receive solicitation materials from Saba, including an opposition proxy statement and proxy card, seeking your proxy to vote for their individual nominee (the “Hedge Fund Nominee”) proposed for election as a Class I Director by the Saba Hedge Fund. The Boards do NOT endorse the Hedge Fund Nominee. The Funds are not responsible for the accuracy of any information provided by or relating to the Saba Hedge Fund, Saba or the Hedge Fund Nominee contained in solicitation material filed or disseminated by or on behalf of Saba, or any other statements that Saba may make.

At the Meeting, three Directors are standing for election. The Funds’ WHITE proxy cards will include only the Funds’ three director nominees, which comprise a full slate of Class I director nominees. Saba’s proxy cards will include only the one Hedge Fund Nominee, and none of the Funds’ nominees, which does not constitute a full slate of directors of any class. Fund stockholders may only vote on either the white or [gold or other color] proxy card(s). Therefore, if you return a proxy card received from Saba, you will not be able to vote for a full slate of directors as their card only includes one nominee and you cannot vote on both cards.

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. Because of the contested nature of the election of Class I Directors, if you do not give instructions to your broker, your broker will not be able to vote your shares with respect to the election. We urge you to instruct your broker or other nominee, by following those instructions, to vote your shares using the WHITE proxy card.

Stockholders of each Fund may obtain a free copy of the annual report for the fiscal year ended October 31, 2023, which includes audited financial statements for the Fund, and the semi-annual report for the period ended April 30, 2024, 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 1: 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 2024, 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 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 are Class I and Class II Directors and are up for election in 2024 and 2025, respectively. One of these Directors, Michael M. Knetter, is a nominee to be considered 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 Michael M. Knetter.

[The term of each current Class I Director expires at the Meeting, but each 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 and background of each incumbent Class I Director and the Hedge Fund Nominee.  Based upon this review and consideration, including a recommendation from each Fund’s Closed-End Funds Committee, each Committee determined that nominating the incumbent Class I Directors 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 I Directors, each Board voted to nominate Marc Gary, Martha C. Goss and Michael M. Knetter for election as Class I Directors with terms expiring in 2027.  Each Board considered that each incumbent Director serves on the Boards of 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.

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 WHITE 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

Name, (Year of Birth), and Address(1)

Position(s) and Length of Time Served(2)

Principal Occupation(s)(3)

Number of Portfolios in Fund Complex Overseen

Other Directorships Held Outside Fund Complex(3)

INFORMATION REGARDING DIRECTORS WHOSE CURRENT TERMS CONTINUE

Name, (Year of Birth), and Address(1)

Position(s) and Length of Time Served(2)

Principal Occupation(s)(3)

Number of Portfolios in Fund Complex Overseen

Other Directorships Held Outside Fund Complex(3)

Name, (Year of Birth), and Address(1)

Position(s) and Length of Time Served(2)

Principal Occupation(s)(3)

Number of Portfolios in Fund Complex Overseen

Other Directorships Held Outside Fund Complex(3)

(1)	The business address of each listed person is 1290 Avenue of the Americas, New York, New York 10104.

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, as a result of his or her 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

Fund Director who is an “Interested Person”

Board of Directors and Committee Meetings

Each Fund’s Board met four times during its fiscal year ended October 31, 2023.  During each Fund’s 2023 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 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.

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’ 2023 Annual Meeting of Stockholders.

Ownership of Securities

Set forth below is the dollar range of equity securities owned by each Director as of [  ], 2024:

(1)	Valuation as of [  ], 2024.

(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.

(3)	Mr. Morriss owns [5,000] shares of common stock of NBXG, constituting less than 1% of the Fund’s outstanding shares of common stock.

Independent Directors’ Ownership of Securities

[As of [  ], 2024, no Independent Director (or his/her immediate family members) owned securities of NBIA or securities in an entity controlling, controlled by or under common control with NBIA (not including registered investment companies).]

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.

Name, Address and (Year of Birth)(1)

Position(s) and Length of Time Served(2)

Principal Occupation(s) During Past 5 Years

Name, Address and (Year of Birth)(1)

Position(s) and Length of Time Served(2)

Principal Occupation(s) During Past 5 Years

(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.

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, 2023, the Directors received the amounts set forth in the following table from each Fund.  For the calendar year ended December 31, 2023, the Directors received the compensation set forth in the following table for serving as trustee/director of the funds in the Neuberger Berman fund family. 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, 2023	Total Compensation from Registered Investment Companies in the Neuberger Berman Fund Complex Paid to Directors for Calendar Year Ended December 31, 2023
Independent Directors
Michael J. Cosgrove Director	$10,712	$265,000
Marc Gary Director	$10,356	$255,000
Martha C. Goss Director	$10,356	$255,000
Ami Kaplan* Director	$3,102	$135,989
Michael M. Knetter Director	$10,356	$255,000
Deborah C. McLean Director	$10,762	$265,000
George W. Morriss Director	$10,712	$265,000
Tom D. Seip Chair of the Board and Director	$12,590	$310,000
Franklyn E. Smith* Director	$3,102	$135,989
James G. Stavridis Director	$9,747	$240,000
Director who is an “Interested Person”
Joseph V. Amato Chief Executive Officer, President and Director	$0	$0

* Ami Kaplan and Franklyn E. Smith became Fund Directors on June 30, 2023.

Effective January 1, 2024, for serving as a trustee/director of the funds in the Neuberger Berman fund family, 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. From January 1, 2022 to December 31, 2023, for serving as a trustee/director of the funds in the Neuberger Berman fund family, each Independent Director and each Director who is an “interested person” but who is not an employee of NBIA or its affiliates received an annual retainer of $180,000, paid quarterly, and a fee of $15,000 for each of the regularly scheduled meetings he or she attended 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 Audit Committees, the Chair of the Contract Review Committees and the Chair of the Closed-End Funds Committees each receives $25,000 per year, and each Chair of the other Committees receives $20,000 per year, with the exception of the Chair of the Executive Committees who receives no additional compensation for this role. From January 1, 2022, to December 31, 2023, the Chair of the Audit Committees and the Chair of the Closed-End Funds Committees each received $20,000 per year, the Chair of the Contract Review Committees received $25,000 per year and each Chair of the other Committees received $15,000 per year.

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.  From January 1, 2022, to December 31, 2023, the Chair of the Boards received an additional $70,000 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 family based on a method the Boards find reasonable.

Vote Required

With respect to each Fund,  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, if any, entitled to vote thereon, voting together.

With respect to Municipal Fund, Michael M. Knetter must be elected by vote of the holders of a majority of the Fund’s preferred stock, voting separately from holders of common stock. With respect to Next Generation Connectivity Fund, Michael M. Knetter must be elected by vote of the holders of a majority of the Fund’s outstanding share of common stock.

If no director nominee receives the required vote, each incumbent 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 OF THE INCUMBENT CLASS I DIRECTOR NOMINEES ON THE WHITE PROXY CARD.

PLEASE DISCARD AND DO NOT SEND BACK THE [GOLD] PROXY CARD, OR ANY OTHER PROXY CARD YOU MAY RECEIVE FROM SABA, EVEN TO WITHHOLD VOTES ON SABA’S NOMINEES, AS THIS MAY CANCEL YOUR PRIOR VOTE FOR YOUR FUND’S NOMINEES.

VOTING INFORMATION

Voting Rights

The close of business on [  ], 2024, 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:

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. 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 I Director. Holders of the shares of common stock of Next Generation Connectivity Fund will vote to elect one additional Class I Director because the Fund does not have preferred stock outstanding.

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 Maryland General Corporation Law (“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 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 WHITE 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.

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 each Fund, 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, if any, entitled to vote thereon, voting together.

With respect to Municipal Fund, Michael M. Knetter must be elected by vote of the holders of a majority of the Fund’s preferred stock, voting separately from holders of common stock. With respect to Next Generation Connectivity Fund, Michael M. Knetter must be elected by vote of the holders of a majority of the Fund’s outstanding shares of common stock.

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 WHITE proxy card.  Alternatively, you may execute and return the enclosed WHITE proxy card. A self-addressed, postage-paid envelope is enclosed for your convenience.

INFORMATION ON THE FUNDS’ INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Ernst & Young LLP (“Ernst & Young”) audited each Fund’s financial statements for the fiscal year ended October 31, 2023.  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, 2024.  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, 2022 and October 31, 2023 are as shown in the table below.

Audit-Related Fees

The aggregate audit-related fees billed by Ernst & Young for the Funds for the fiscal years ended October 31, 2022 and October 31, 2023 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.

Tax Fees

The aggregate fees billed by Ernst & Young for the Funds for the fiscal years ended October 31, 2022 and October 31, 2023 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.

All Other Fees

The aggregate fees billed by Ernst & Young for services provided to the Funds during the fiscal years ended October 31, 2022 and October 31, 2023 other than those reported in Audit Fees, Audit-Related Fees and Tax Fees, are as shown in the table below.

Non-Audit Fees

The aggregate fees billed by Ernst & Young during the fiscal years ended October 31, 2022 and October 31, 2023 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.

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.

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 [  ], 2024, 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

[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 [  ], 2024.] 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 WHITE proxy card(s). To aid in the solicitation of proxies, each Fund has engaged [  ], a proxy solicitation firm, to assist in the solicitation of proxies. Municipal Fund and Next Generation Connectivity Fund will pay [  ] a fee estimated to be $[  ] and $[  ], respectively.  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 therefore).  NBIA serves as each Fund’s investment manager and administrator. [  ] estimates that approximately [  ] of its employees will assist in the Funds’ proxy solicitation. 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 shares of stock, will be borne by the Funds. Additional out-of-pocket costs incurred in connection with the preparation of this Proxy Statement, also will be borne by the Funds. [Although no precise estimate can be made at the present time, each Fund currently estimates that its additional out of pocket expenses beyond those normally associated with soliciting proxies for the Meeting as a result of the potential proxy contest, in the aggregate, will be $[  ], for Municipal Fund, and $[  ], for Next Generation Connectivity Fund, of which approximately $[  ], for Municipal Fund, and $[  ], for Next Generation Connectivity Fund, have been spent to date.]

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, 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 2025 Annual Meeting must be received by the Secretary on or before [  ], 2025.  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 2025 Annual Meeting must ensure that the proposal or nomination is delivered to the Secretary no earlier than [  ], 2025 and no later than [  ], 2025. 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.

Participants

[Saba has provided notice to each Fund that it intends to submit its own nominee for election as a director and each Fund anticipates a contested election with respect to the election of directors. In a contested solicitation, the SEC requires each Fund to include certain additional information relating to “participants,” as defined by the SEC’s proxy rules. Pursuant to those requirements, certain of each Fund’s Directors and executive officers are or may become “participants” with respect to the Fund’s solicitation of proxies for the Meeting and may be subject to such additional disclosure requirements. Certain regular employees and officers of each Fund may become “participants” if any such persons solicit proxies. For information about the Fund’s Directors and executive officers, please refer to Proposal 1: “Election of Directors” of this Proxy Statement. The address of the participants is the address of each Fund’s principal executive offices. Except as otherwise disclosed in this Proxy Statement and with respect to each Fund, none of the participants has a substantial interest in this solicitation. Except as otherwise disclosed in this Proxy Statement and with respect to each Fund: (i) none of the participants are, or were within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Fund, (ii) none of the participants or associates of any participant have any arrangement or understanding with any person with respect to any future employment by the Fund or its affiliates or with respect to any future transactions to which the Fund or any of its affiliates will or may be a party. [None of the participants has engaged in any transactions deemed to be purchases and sales of each Fund’s securities during the past two years.] In addition, to each Fund’s knowledge, no participant owned shares of a Fund of record but not beneficially.]

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, except as previously disclosed and as noted below, each Fund believes that, during its fiscal year ended October 31, 2023, all filing requirements applicable to such persons were met, except that, with respect to Municipal Fund, there was one late filing relating to one transaction by Bank of America Corp /DE/ and Banc of America Preferred Funding Corp.

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, 2024, NBIA and its affiliates had approximately $474 billion in assets under management.

	By order of each Board,
	Claudia A. Brandon
	Secretary of the Funds

[  ], 2024

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 13, 2023, to review the Funds’ audited financial statements for the fiscal year ended October 31, 2023. 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, 2023.

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)

December 13, 2023

New York, New York 10104-0002
 
www.nb.com

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