DEFA14A: Neuberger Berman Municipal Fund Inc. Urges Stockholders to Vote White Proxy Card Amidst Saba Capital Nomination

Neuberger Berman Municipal Fund Inc. is urging stockholders to vote for the re-election of its current directors using the white proxy card, amidst a nomination by Saba Capital Master Fund Ltd.

Summary

• Neuberger Berman Municipal Fund Inc. is in a proxy fight with Saba Capital Master Fund Ltd., a hedge fund seeking to elect its own nominee to the Fund's Board.
• The Fund's Board is urging stockholders to vote FOR the re-election of its current directors, Marc Gary and Martha Goss, using the WHITE proxy card.
• The Board believes that Saba's nominee would harm the Fund and hinder its ability to generate competitive investment returns.
• The Fund has retained EQ Fund Solutions as its proxy solicitor.
• Stockholders are advised to discard any GOLD proxy cards sent by Saba and to only vote using the WHITE proxy card.

Sentiment

Score: 4

Explanation: The document expresses concern and defensiveness due to the proxy fight, indicating a negative sentiment. The board is actively trying to defend its position.

Positives

• The current directors have experience in managing closed-end funds and have taken actions to enhance stockholder value.
• Actions taken by the current directors include discount mitigation measures, managing distribution rates, approving fund mergers, managing leverage structures, and making changes to investment strategies.

Negatives

• Saba Capital's involvement is viewed negatively by the Fund's Board, who believe it could harm the Fund's performance.
• The proxy fight introduces uncertainty and potential disruption to the Fund's operations.

Risks

• Election of Saba's nominee could lead to changes in the Fund's strategy and operations.
• The proxy fight could distract management from focusing on the Fund's investment performance.
• There is a risk that Saba's objectives may not align with the interests of all stockholders.

Future Outlook

The document does not provide a specific future outlook, but implies that maintaining the current board is essential for the fund's long-term investment potential.

Management Comments

• Your Funds Board believes that Saba seeks to disrupt the experienced and reliable oversight provided by your Funds Board for its own gain and does not care about impairing your Fund and limiting its long-term investment potential.
• Your Funds Board believes that if Sabas nominee is elected, he will harm the Fund and may hinder its ability to generate competitive investment returns in the future.

Industry Context

Proxy fights are not uncommon in the investment management industry, particularly with closed-end funds where activist investors seek to influence fund strategy or governance to unlock value or address perceived underperformance.

Stakeholder Impact

• The outcome of the proxy vote will impact the composition of the Board of Directors and potentially the Fund's investment strategy.
• The proxy fight could affect stockholder value depending on the outcome.

Next Steps

• Stockholders need to vote using the WHITE proxy card.
• The Fund will continue to solicit votes for its nominees.

Keywords

proxy vote, Neuberger Berman, Saba Capital, directors, municipal fund, stockholders, proxy solicitor, board of directors