SEC Form SC 13D/A filed by Neuberger Berman Municipal Fund Inc. (Amendment)

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).

 

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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 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 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 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:

 

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
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”

 

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.

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.

 

 

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.

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