Filing Details

Accession Number:
0001140361-23-050262
Form Type:
13D Filing
Publication Date:
2023-10-29 20:00:00
Filed By:
Bank Of America Corp /de/
Company:
Neuberger Berman Municipal Fund Inc. (NYSEMKT:NBH)
Filing Date:
2023-10-30
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Bank of America Corporation 56-0906609 0 2,279 0 2,279 2,279 100%
Banc of America Preferred Funding Corporation 75 0 2,279 0 2,279 2,279 100%
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 7)
 
NEUBERGER BERMAN MUNICIPAL FUND INC.
(Name of Issuer)
 
VARIABLE RATE MUNICIPAL TERM PREFERRED SHARES
(Title of Class of Securities)
 
64124P408
(CUSIP Number)
 
Bank of America Corporation
Bank of America Corporate Center
100 N. Tryon Street
Charlotte, North Carolina 28255
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 October 23, 2023
 (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

SCHEDULE 13D
 
CUSIP No. 64124P408

1
NAMES OF REPORTING PERSONS
 
 
Bank of America Corporation
56-0906609
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,279
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,279
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,279
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
100%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 

SCHEDULE 13D

CUSIP No. 64124P408

1
NAMES OF REPORTING PERSONS
 
 
Banc of America Preferred Funding Corporation
75-2939570
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,279
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,279
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,279
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
100%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

This Amendment No. 7 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated July 1, 2014 and filed with the SEC on July 9, 2014 (the "Original Schedule 13D") as amended by Amendment No. 1 dated November 29, 2018 and filed with the SEC on December 3, 2018 ("Amendment No. 1"), as further amended by Amendment No. 2 dated April 1, 2019 and filed with the SEC on April 3, 2019 (“Amendment No. 2”), as further amended by Amendment No. 3 dated April 17, 2020 and filed with the SEC on April 21, 2020 ("Amendment No. 3"), as further amended by Amendment No. 4 dated December 16, 2021 and filed with the SEC on December 20, 2021 ("Amendment No. 4"),  as further amended by Amendment No. 5 dated August 15, 2022 and filed with the SEC on August 17, 2022 ("Amendment No. 5"), as further amended by Amendment No. 6 dated November 14, 2022 and filed with the SEC on November 15, 2022 ("Amendment No. 6"), for Bank of America Corporation ("BAC") and Banc of America Preferred Funding Corporation ("BAPFC") (collectively, the "Reporting Persons") with respect to the variable rate municipal term preferred shares ("VMTP Shares") of Neuberger Berman Municipal Fund Inc. (the "Issuer"),
 
This Amendment is being filed (i) as a result of the reorganization of Neuberger Berman California Municipal Fund Inc. ("NBW") and Neuberger Berman New York Municipal Fund Inc. ("NBO") into the Issuer on October 23, 2023 (the "Reorganization") pursuant to which BAPFC exchanged its 457 VMTP Shares of NBW (CUSIP No. 64123C408) and 365 VMTP Shares of NBO (CUSIP No. 64124K409) for an equal number of VMTP Shares of the Issuer (CUIP No. 64124P408) and (ii) in relation to the Amendment to Purchase Agreement, dated as of October 23, 2023, entered into between the Issuer and BAPFC and the Amendment to Registration Rights Agreement, dated as of October 23, 2023, entered into between the Issuer and BAPFC, in connection with the Reorganization.
 
Item 2.
Identity and Background
 
(a)  Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule I and Schedule II referenced therein and replacing them with Schedule I and Schedule II included with this Amendment.
 
Item 4.
Purpose of the Transaction
 
Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
 
"In connection with the Reorganization of NBW and NBO into the Issuer, BAPFC exchanged its 457 VMTP Shares of NBW (CUSIP No. 64123C408) and 365 VMTP Shares of NBO (CUSIP No. 64124K409) for an equal number of VMTP Shares of the Issuer (CUSIP No. 64124P408) pursuant to the terms of the Reorganization transaction documents, with effect October 23, 2023."
 
Item 5.
Interest in Securities of the Issuer
 
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
 
"(a) – (b) The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.
 
(c) The responses of the Reporting Persons in Item 3 and Item 4 are incorporated herein by reference.
 
(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, VMTP Shares that may be deemed to be beneficially owned by the Reporting Persons."
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Item 6 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
 
“The voting and consent rights on the 822 VMTP Shares acquired in connection with in the Reorganization will be subject to the Voting Trust and will be treated in the same manner as previously described in this Item 6."
 
Item 7.
Material to be Filed as Exhibits
 
Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and the insertion of the following exhibits:
 
"Exhibit
Description of Exhibit
   
99.1
Joint Filing Agreement
   
99.2
Power of Attorney
   
99.10
Amendment to Purchase Agreement dated October 23, 2023 between the Issuer and BAPFC
   
99.11
Amendment to Registration Rights Agreement dated October 23, 2023 between the Issuer and BAPFC”

SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  October 30, 2023
 
 
 
 
 
 
BANK OF AMERICA CORPORATION
 
 
 
 
By:
/s/ Michael Jentis
 
 
Name:
Michael Jentis
 
Title:
Attorney-in-fact
 
 
 
 
BANC OF AMERICA PREFERRED FUNDING CORPORATION
 
 
 
 
By:
/s/ Michael Jentis
 
  Name:
Michael Jentis
  Title: Authorized Signatory

LIST OF EXHIBITS

"Exhibit
Description of Exhibit
   
Joint Filing Agreement
   
Power of Attorney
   
Amendment to Purchase Agreement dated October 23, 2023 between the Issuer and BAPFC
   
Amendment to Registration Rights Agreement dated October 23, 2023 between the Issuer and BAPFC”
 
SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF
REPORTING PERSONS

The following sets forth the name and present principal occupation of each executive officer and director of Bank of America Corporation.  The business address of each of the executive officers and directors of Bank of America Corporation is Bank of America Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255.

 
Name

Position with Bank of
 America Corporation

Principal Occupation
           
 
Brian T. Moynihan
 
Chairman of the Board, Chief Executive Officer and Director
 
Chairman of the Board and Chief Executive Officer of Bank of America Corporation
           
 
Paul M. Donofrio
 
Vice Chair
 
Vice Chair of Bank of America Corporation
           
 
Thong M. Nguyen
 
Vice Chair, Head of Global Strategy & Enterprise Platforms
 
Vice Chair, Head of Global Strategy & Enterprise Platforms of Bank of America Corporation
           
 
Catherine P. Bessant
 
Vice Chair, Global Strategy
 
Vice Chair, Global Strategy of Bank of America Corporation
           
 
Bruce R. Thompson
 
Vice Chair, Head of Enterprise Credit
 
Vice Chair, Head of Enterprise Credit of Bank of America Corporation
           
 
Dean C. Athanasia
 
President, Regional Banking
 
President, Regional Banking of Bank of America Corporation
           
 
James P. DeMare
 
President, Global Markets
 
President, Global Markets of Bank of America Corporation
           
 
Kathleen A. Knox
 
President, The Private Bank
 
President, The Private Bank of Bank of America Corporation
           
 
Matthew M. Koder
 
President, Global Corporate and Investment Banking
 
President, Global Corporate and Investment Banking of Bank of America Corporation
           
 
Bernard A. Mensah
 
President, International; CEO, Merrill Lynch International
 
President, International of Bank of America Corporation and CEO, Merrill Lynch International
           
 
Lindsay DeNardo Hans
 
President, Co-Head Merrill Wealth Management
 
President, Co-Head Merrill Wealth Management of Bank of America Corporation
           
 
Eric Schimpf
 
President, Co-Head Merrill Wealth Management
 
President, Co-Head Merrill Wealth Management of Bank of America Corporation
           
 
Aditya Bhasin
 
Chief Technology and Information Officer
 
Chief Technology and Information Officer of Bank of America Corporation
           
 
D. Steve Boland
 
Chief Administrative Officer
 
Chief Administrative Officer of Bank of America Corporation
           
 
Alastair Borthwick
 
Chief Financial Officer
 
Chief Financial Officer of Bank of America Corporation

 
Sheri Bronstein
 
Chief Human Resources Officer
 
Chief Human Resources Officer of Bank of America Corporation
           
 
Geoffrey Greener
 
Chief Risk Officer
 
Chief Risk Officer of Bank of America Corporation
           
 
Thomas M. Scrivener
 
Chief Operations Executive
 
Chief Operations Executive of Bank of America Corporation
           
 
Lauren A. Mogensen
 
Global General Counsel
 
Global General Counsel of Bank of America Corporation
           
 
Lionel L. Nowell, III
 
Lead Independent Director
 
Lead Independent Director, Bank of America Corporation; Former Senior Vice President and Treasurer, PepsiCo, Inc.
           
 
Sharon L. Allen
 
Director
 
Former Chairman of Deloitte LLP
           
 
Jose E. Almeida
 
Director
 
Chairman, President and Chief Executive Officer of Baxter International Inc.
           
 
Pierre J.P. de Weck1
 
Director
 
Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
           
 
Arnold W. Donald
 
Director
 
Former President and Chief Executive Officer, Carnival Corporation & Carnival plc
           
 
Linda P. Hudson
 
Director
 
Former Executive Officer, The Cardea Group, LLC and Former President and Chief Executive Officer of BAE Systems, Inc.
           
 
Monica C. Lozano
 
Director
 
Chief Executive Officer, College Futures Foundation and Former Chairman, US Hispanic Media Inc.; Lead Independent Director, Target Corporation
           
 
Denise L. Ramos
 
Director
 
Former Chief Executive Officer and President of ITT Inc.
           
 
Clayton S. Rose
 
Director
 
President of Bowdoin College
           
 
Michael D. White
 
Director
 
Lead Director of Kimberly-Clark Corporation; Former Chairman, President, and Chief Executive Officer of DIRECTV
           
 
Thomas D. Woods2
 
Director
 
Former Vice Chairman and Senior Executive Vice President of Canadian Imperial Bank of Commerce; Former Chairman, Hydro One Limited
           
 
Maria T. Zuber
 
Director
 
Vice President for Research and E.A., Griswold Professor of Geophysics, MIT



1 Mr. de Weck is a citizen of Switzerland.

2 Mr. Woods is a citizen of Canada.

The following sets forth the name and present principal occupation of each executive officer and director of Banc of America Preferred Funding Corporation.  The business address of each of the executive officers and directors of Banc of America Preferred Funding Corporation is 214 North Tryon Street, Charlotte, North Carolina 28255.

 
Name

Position with Banc of
America Preferred Funding
Corporation

Principal Occupation
           
 
John J. Lawlor
 
Director and President
 
Managing Director, Municipal Markets and Public Sector Banking Executive of BofA Securities, Inc. and Bank of America, National Association
           
 
Edward H. Curland
 
Director and Managing Director
 
Managing Director, Municipal Markets Executive for Trading of BofA Securities, Inc. and Bank of America, National Association
           
 
James Duffy
 
Managing Director
 
Director; MBAM BFO, The CFO Group
of  Bank of America, National Association
           
 
Michael I. Jentis
 
Managing Director
 
Managing Director, Head of Sales – Public Finance of BofA Securities, Inc. and Bank of America, National Association
           
 
Mona Payton
 
Managing Director
 
Managing Director, Municipal Markets Executive for Short-Term Trading of BofA Securities, Inc. and Bank of America, National Association
           
 
Edward J. Sisk
 
Director and Managing Director
 
Managing Director, Public Finance Executive of BofA Securities, Inc. and Bank of America, National Association
           
 
John B. Sprung
 
Director
 
Corporate Director
           
 
David A. Stephens
 
Director and Managing Director
 
Managing Director, Executive for Public Finance and Public Sector Credit Products of BofA Securities, Inc. and Bank of America, National Association

SCHEDULE II
 
LITIGATION SCHEDULE
 
Bank of America Corporation and certain of its affiliates, including BofA Securities, Inc. (“BofA Securities,” successor in interest to Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Bank of America, N.A., have been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business.  Certain of such proceedings have resulted in findings of violations of federal or state securities laws.  Such proceedings are reported and summarized in the BofA Securities Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.