DEF: Neuberger Berman Funds Announce Joint Annual Stockholder Meeting for Director Elections and Governance Review

Sentiment:

Proxy Statement


Neuberger Berman Municipal Fund Inc. and Neuberger Berman Next Generation Connectivity Fund Inc. will hold a joint annual meeting on July 17, 2025, to elect directors and address corporate governance matters.

Summary

  • A Joint Annual Meeting of Stockholders for Neuberger Berman Municipal Fund Inc. (NBH) and Neuberger Berman Next Generation Connectivity Fund Inc. (NBXG) is scheduled for July 17, 2025, at 2:00 p.m. Eastern Time in New York City.
  • The primary purpose of the meeting is the election of Class I and Class II Directors for both Funds, with specific nominees outlined for each class and Fund.
  • Stockholders of record as of April 23, 2025, are entitled to vote, and are encouraged to authorize a proxy in advance.
  • The document details the corporate governance structure, including the classification of the Board into three classes (Class I, II, and III) to promote continuity and stability.
  • Information on various Board committees is provided, including Audit, Closed-End Funds, Contract Review, Ethics and Compliance, Executive, Governance and Nominating, and Investment Performance Committees.
  • The Funds' independent registered public accounting firm, Ernst & Young LLP, provided audit fees of $51,300 for Municipal Fund and $53,300 for Next Generation Connectivity Fund for the fiscal year ended October 31, 2024.
  • Tax fees billed by Ernst & Young were $13,960 for Municipal Fund and $20,790 for Next Generation Connectivity Fund for the fiscal year ended October 31, 2024.
  • Key stockholders with over 5% beneficial ownership include Saba Capital Management, L.P. (6.49% of NBH Common, 9.69% of NBXG Common), First Trust Portfolios L.P. (6.51% of NBH Common), Bank of America Corporation (100% of NBH Preferred), and Morgan Stanley (5.4% of NBXG Common).
  • As of March 31, 2025, Neuberger Berman Investment Advisers LLC (NBIA) and its affiliates had approximately $515 billion in assets under management.

Sentiment

Score: 7

Explanation: The document is a routine proxy statement for director elections and corporate governance. It highlights experienced directors and a robust governance structure, which are positive indicators for fund oversight. There are no negative financial disclosures or significant operational concerns mentioned, making the overall sentiment neutral to positive.

Positives

  • The Boards are composed of experienced directors with diverse backgrounds in finance, legal, asset management, and cybersecurity, enhancing oversight capabilities.
  • The Boards actively evaluate issues unique to closed-end funds, such as the discount of market price to net asset value (NAV), and have approved various actions to enhance investor value.
  • Approved actions include managing distribution rates, implementing discount mitigation measures (like tender option programs), approving fund mergers, actively managing leverage structures, and making changes to investment strategies to enhance return potential.
  • A robust corporate governance structure is in place, featuring an Independent Chair and a comprehensive committee system (Audit, Closed-End Funds, Contract Review, Ethics and Compliance, Executive, Governance and Nominating, Investment Performance).
  • Directors demonstrate strong engagement, with each attending at least 75% of Board and committee meetings during the 2024 fiscal year.
  • The Audit Committee is composed entirely of Independent Directors, including qualified financial experts, ensuring strong oversight of financial reporting.

Negatives

  • At the 2024 Annual Meeting of Stockholders, some incumbent Class I Directors did not receive the required number of votes for re-election to the Board of either Fund, though they continue to serve until their successors are duly elected and qualified.

Risks

  • Investment risk
  • Counterparty risk
  • Valuation risk
  • Liquidity risk
  • Reputational risk
  • Risk of operational failure or lack of business continuity
  • Cybersecurity risk
  • Legal, compliance and regulatory risk
  • The Boards acknowledge that not all risks can be identified, and it may not be practical or cost-effective to eliminate or mitigate certain risks, or that some risks (like investment-related risks) must be borne to achieve fund goals.
  • Risk management oversight is subject to substantial limitations, and no risk management program can predict or mitigate all potential risks.

Future Outlook

The document primarily focuses on the upcoming joint annual meeting for director elections and corporate governance matters. It highlights the Boards' ongoing commitment to evaluating issues unique to closed-end funds and approving actions designed to enhance investor value and increase the Funds' competitiveness in the secondary market, potentially narrowing the discount between a Fund's market price and its NAV.

Management Comments

  • "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 proxy card(s)."
  • "Each Board believes that the incumbents are well suited for service on the Board due to their knowledge and familiarity with each Fund as a result of their prior service as Directors, their knowledge of the financial services sector, and their substantial experience in serving as directors or trustees, officers, or advisers of public companies and business organizations, including other investment companies."

Industry Context

This proxy statement is a routine disclosure for publicly traded closed-end funds, which often face unique challenges such as managing the discount of their market price relative to their net asset value (NAV). The actions described by the Boards, such as managing distribution rates, approving tender offers, considering fund mergers, and actively managing leverage structures, are common strategies employed by closed-end funds to enhance investor value and narrow these discounts. The emphasis on experienced directors and robust corporate governance reflects standard best practices in the investment management industry, particularly for regulated investment companies.

Comparison to Industry Standards

  • The document does not provide specific comparable companies, projects, or results for direct assessment against global benchmarks. It focuses on internal governance and director qualifications.
  • The strategies mentioned for enhancing investor value in closed-end funds (e.g., managing distribution rates, tender offers, fund mergers, leverage management, strategy changes) are standard practices within the closed-end fund industry to address market price discounts to NAV.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Compliance OfficerNAScott D. HoganMay 2025Appointment
Chief Legal OfficerNAGariel NahoumMarch 2025Appointment
Fund DirectorGeorge W. MorrissNADecember 31, 2024Retirement
Fund DirectorNAPaul M. NakasoneSeptember 24, 2024Appointment
Fund DirectorJames G. StavridisNAJune 30, 2024Retirement

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board StructureThe Board is divided into three classes (Class I, Class II, and Class III) with staggered terms (2027, 2025, and 2026 respectively) to promote continuity and stability of operations and policies.NAEnhances board stability and institutional knowledge by ensuring a majority of directors have prior experience.
Director Election ProcessPreferred stockholders are entitled to elect two Directors as a separate class. The Board has chosen to hold an election for incumbent Class I Directors at this meeting, despite not being obligated until 2027, to provide stockholders another voting opportunity.July 17, 2025Provides preferred stockholders with specific representation and offers common stockholders an earlier opportunity to vote on Class I Directors, demonstrating responsiveness.
Director Retirement PolicyA retirement policy generally calls for Directors to retire by the end of the year in which they reach the age of 77.NAEnsures periodic refreshment of the Board while allowing for experienced members to serve for a significant tenure.
Board Leadership StructureAn Independent Director serves as the Chair of the Board, responsible for agenda preparation, presiding at meetings, and acting as liaison with management.NAPromotes independent oversight and reduces potential conflicts of interest between management and the Board.
Committee StructureThe Boards operate with an established committee structure including Audit, Closed-End Funds, Contract Review, Ethics and Compliance, Executive, Governance and Nominating, and Investment Performance Committees, each with specific oversight responsibilities.NAProvides specialized oversight for various aspects of fund operations, financial reporting, compliance, and risk management, enhancing overall governance effectiveness.
Independent Director OversightIndependent Directors regularly meet outside the presence of management and are advised by experienced independent legal counsel knowledgeable in investment company regulation.NAStrengthens the independence and objectivity of the Board's decision-making and oversight functions.
Risk Management OversightThe Boards oversee risk management through their committee structure, meeting periodically with key officers (Chief Risk Officer, CCO, Treasurer, CIOs, Head of Internal Audit) to review risk management strategies and responses to events.NAProvides a structured approach to identifying, assessing, and mitigating various risks (investment, operational, cybersecurity, compliance), though acknowledging inherent limitations.
Audit Committee Pre-Approval PoliciesThe Audit Committee has delegated authority to each member to pre-approve permissible non-audit services and all audit, review, or attest engagements of the independent registered public accounting firm between meetings.NAStreamlines the approval process for auditor services while maintaining oversight and independence.

Legal Proceedings

  • With respect to Municipal Fund, there was one late filing after the fiscal year ended October 31, 2024, relating to thirty-seven transactions from 2012 through 2023 by Bank of America Corp /DE/, Merrill Lynch, Pierce, Fenner & Smith Inc., and BOFA Securities, Inc. under Section 16(a) of the Securities Exchange Act of 1934.

Related Party Transactions

  • Neuberger Berman Investment Advisers LLC (NBIA) serves as the investment manager and administrator to both Funds.
  • Officers and Directors who are also directors, officers, or employees of NBIA or its affiliates serve without any compensation directly from the Funds.
  • The compensation for Independent Directors is allocated to each fund in the Neuberger Berman fund complex based on a method the Boards find reasonable.

Stakeholder Impact

  • **Shareholders**: Will have the opportunity to vote on the election of directors, which directly impacts the governance and strategic direction of the Funds. They also receive detailed information on board composition, oversight, and compensation.
  • **Employees/Management**: Subject to Board oversight, including compliance with the Funds' Code of Ethics and risk management frameworks. Management is responsible for implementing strategies approved by the Board.
  • **Customers (Fund Investors)**: Benefit from the Board's oversight of investment performance, risk management, and efforts to enhance fund value, such as discount mitigation measures and strategic adjustments.
  • **Service Providers (e.g., Ernst & Young LLP, EQ Fund Solutions, LLC)**: Engaged for audit, tax, and proxy solicitation services, indicating ongoing business relationships and fees for their services.
  • **Regulatory Authorities (SEC, NYSE, NYSE American)**: The filing demonstrates compliance with SEC and exchange rules regarding proxy solicitations and disclosures, including reporting of beneficial ownership and Section 16(a) transactions.

Next Steps

  • Stockholders are asked to consider and act upon the election of four Class II Directors and two Class I Directors for Municipal Fund, and four Class II Directors and three Class I Directors for Next Generation Connectivity Fund.
  • Stockholders will also consider and act upon any other business that may properly come before the Meeting.
  • Stockholders are urged to authorize a proxy to vote their shares in advance of the Meeting.
  • The annual report for the fiscal year ended October 31, 2024, and the semi-annual report for the period ended April 30, 2025, will be available for stockholders.
  • Future annual meetings will be held for director elections, with Class III Directors' terms expiring in 2026, Class I Directors' terms in 2027, and Class II Directors' terms in 2028.
  • Stockholder proposals for inclusion in the 2026 Annual Meeting proxy material must be received by February 13, 2026.

Key Dates

DateDescription
1981Marc Gary began as Associate, Partner, and National Litigation Practice Co-Chair at Mayer, Brown LLP.
1983Martha Clark Goss began as Treasurer at Prudential Insurance Company.
1983Tom D. Seip began as Senior Executive at The Charles Schwab Corporation.
1984Claudia A. Brandon became an Employee at NBIA.
1986Claudia A. Brandon became Vice President at NBIA.
1987Martha Clark Goss became a Director at Financial Womens Association of New York.
1988Michael J. Cosgrove became Chief Financial Officer, GE Asset Management, and Deputy Treasurer, GE Company.
1988Michael J. Cosgrove became a Director at GE Asset Management, Elfun Trusts, and a Trustee at GE Pension & Benefit Plans.
1989Martha Clark Goss became President at Prudential Power Funding.
1989Franklyn E. Smith became a Partner at PricewaterhouseCoopers LLP.
1990Marc Gary served as Associate Independent Counsel, Office of Independent Counsel.
1991Brian Kerrane became an Employee at NBIA.
1991Sheila R. James became an Employee at NBIA.
1992Martha Clark Goss became President at Prudential Asset Management Company and a Director at Dexter Corp.
1992Owen F. McEntee, Jr. became an Employee at NBIA.
1993John M. McGovern became an Employee at NBIA.
1994Martha Clark Goss became Enterprise Risk Officer at Prudential Insurance and a Director at Foster Wheeler Manufacturing.
1994Tom D. Seip became Executive Vice President-Retail Brokerage at Charles Schwab & Co., Inc.
1995Martha Clark Goss became Chief Financial Officer at Booz-Allen & Hamilton, Inc.
1995Frank Rosato became an Employee at NBIA.
1996Agnes Diaz became an Employee at NBIA.
1997Michael J. Cosgrove became a Director at GE Investments Funds, Inc. and a Trustee at GE Institutional Funds.
1997Tom D. Seip became a Trustee at Schwab Family of Funds and Schwab Investments.
1998Martha Clark Goss became Trustee Emerita at Brown University.
1998Michael J. Cosgrove became President, Institutional Sales and Marketing, GE Asset Management.
1998Michael M. Knetter became Professor of International Economics and Associate Dean, Amos Tuck School of Business Dartmouth College.
1999Claudia A. Brandon became an Employee at Neuberger Berman.
1999Sheila R. James became an Employee at Neuberger Berman.
1999Deborah C. McLean became Adjunct Associate Professor of Finance, Richmond, The American International University in London and a Trustee at Richmond, The American International University in London.
1999Tom D. Seip became a Director at Forward Management, Inc.
2000Marc Gary became Vice President and Associate General Counsel at BellSouth Corporation.
2000Claudia A. Brandon became Vice President, Mutual Fund Board Relations, NBIA.
2001Michael J. Cosgrove became a Director at Fordham University.
2001Tom D. Seip became President and CEO at Westaff, Inc.
2001Joseph V. Amato became a Member of Board of Advisors, McDonough School of Business, Georgetown University.
2002Martha Clark Goss became a Consultant at Resources Global Professionals.
2002Claudia A. Brandon became Secretary of Neuberger Berman Municipal Fund Inc. (NBH).
2002Sheila R. James became Assistant Secretary of NBH.
2002John M. McGovern became Assistant Treasurer.
2002Tom D. Seip became a Director of NBH.
2003Martha Clark Goss became a Director at American Water and Financial Womens Association of New York.
2003Anthony DiBernardo became an Employee at NBIA.
2003Joseph V. Amato became Global Head of LBIs Equity Sales and a Member of its Equities Division Executive Committee.
2004Marc Gary became Executive Vice President and General Counsel at BellSouth Corporation.
2004Claudia A. Brandon became Assistant Secretary at NBIA.
2004John M. McGovern became Vice President at Neuberger Berman.
2004Tom D. Seip became Managing Member at Ridgefield Farm LLC.
2005Marc Gary became a Director at Lawyers Committee for Civil Rights Under Law.
2005Martha Clark Goss became a Director at Allianz Life of New York, Ocwen Financial Corporation, Claires Stores, Inc., and Bank Leumi, and an Advisory Board Member at Attensity.
2005Michael J. Cosgrove became a Director at Skin Cancer Foundation.
2005Michael M. Knetter became a Director at Wausau Paper.
2005John M. McGovern became Treasurer and Principal Financial and Accounting Officer of NBH.
2005Frank Rosato became Assistant Treasurer of NBH.
2005Joseph V. Amato became Chief Recruiting and Development Officer at LBI and a Member of New York City Board of Advisors, Teach for America.
2006Martha Clark Goss became President at Woodhill Enterprises Inc./Chase Hollow Associates LLC and a Non-Executive Chair and Director at Channel Reinsurance.
2006Owen F. McEntee, Jr. became Vice President at Neuberger Berman and NBIA.
2006Frank Rosato became Vice President at Neuberger Berman and NBIA.
2006Joseph V. Amato became Global Head of Asset Management of Lehman Brothers Holdings Inc.'s (LBHI) Investment Management Division and a Board Member of NBIA.
2006Tom D. Seip became Lead Independent Director and Chairman, Compensation Committee, H&R Block, Inc.
2007Marc Gary became Executive Vice President and General Counsel at Fidelity Investments and a Director at Corporate Counsel Institute, Georgetown University Law Center, and Greater Boston Legal Services.
2007Martha Clark Goss became a Director of NBH.
2007Michael J. Cosgrove became President and Chief Executive Officer, Mutual Funds and Intermediary Business, GE Asset Management.
2007Michael M. Knetter became a Director of NBH and a Trustee at Northwestern Mutual Series Fund, Inc.
2007Deborah C. McLean became Visiting Assistant Professor at Fairfield University, Dolan School of Business.
2007Claudia A. Brandon became Senior Vice President at Neuberger Berman.
2007Sheila R. James became Assistant Vice President at Neuberger Berman.
2007Josephine Marone became Senior Paralegal and Employee at Neuberger Berman.
2007John M. McGovern became Senior Vice President at NBIA.
2007Joseph V. Amato became President and Chief Executive Officer, Neuberger Berman BD LLC and Neuberger Berman Holdings LLC, Chief Investment Officer (Equities) and President (Equities), NBIA, and a Trustee at Montclair Kimberley Academy.
2008Tom D. Seip became Chair of the Board.
2008Deborah C. McLean became Adjunct Professor (Corporate Finance) at Columbia University School of International and Public Affairs.
2008Claudia A. Brandon became Executive Vice President of NBH and Senior Vice President at NBIA.
2008Brian Kerrane became Vice President of NBH and NBIA.
2008Owen F. McEntee, Jr. became Vice President of NBH.
2008Joseph V. Amato became Managing Director at Lehman Brothers Inc. (LBI).
2009Deborah C. McLean became Managing Director at Golden Seeds LLC.
2009Michael M. Knetter became a Board Member at American Family Insurance.
2009Joseph V. Amato became President and Director of NBH and President and Director at Neuberger Berman Group LLC.
2010Michael M. Knetter became President and Chief Executive Officer at University of Wisconsin Foundation.
2011Michael J. Cosgrove became President, Mutual Funds and Global Investment Programs, GE Asset Management.
2011Anthony DiBernardo became Assistant Treasurer of NBH.
2011Tom D. Seip became Chairman, Governance and Nominating Committee, H&R Block, Inc.
2012Marc Gary became Executive Vice Chancellor and Chief Operating Officer at The Jewish Theological Seminary.
2012Agnes Diaz became Senior Vice President at Neuberger Berman and NBIA.
2012Deborah C. McLean became Director and Treasurer at At Home in Darien and a Director at National Executive Service Corps.
2013Agnes Diaz became Vice President of NBH.
2013Brian Kerrane became Managing Director at Neuberger Berman.
2013Martha Clark Goss became a Director at Berger Group Holdings, Inc. and Museum of American Finance.
2013Joseph V. Amato became a Member of Board of Regents, Georgetown University.
2014Marc Gary became a Trustee at The Jewish Theological Seminary.
2014Michael J. Cosgrove became President at Carragh Consulting USA.
2014Ami G. Kaplan became President and Board Chair at Womens Forum of New York.
2014Deborah C. McLean became a Board Member at Norwalk Community College Foundation and Deans Advisory Council, Radcliffe Institute for Advanced Study.
2014Anthony DiBernardo became Senior Vice President at Neuberger Berman and NBIA.
2014Gariel Nahoum became Assistant General Counsel and Vice President at NBIA.
2015Marc Gary became a Director of NBH.
2015Michael J. Cosgrove became a Director of NBH and America Press, Inc.
2015Deborah C. McLean became a Director of NBH.
2015Brian Kerrane became Chief Operating Officer of NBH and Chief Operating Officer, Mutual Funds, and Managing Director, NBIA.
2016Tom D. Seip ceased being Managing Member at Ridgefield Farm LLC and a Director at Talbot Hospice Inc.
2017Ami G. Kaplan became Vice Chair at Deloitte LLP.
2017Josephine Marone became Assistant Secretary of NBH.
2017Gariel Nahoum became Senior Vice President at NBIA.
2018Michael M. Knetter became a Director at 1WS Credit Income Fund.
2018Paul M. Nakasone became Director, National Security Agency, and Commander, U.S. Cyber Command.
2018Joseph V. Amato began serving as Chief Executive Officer and President of the funds in the Neuberger Berman fund complex.
2018Tom D. Seip ceased being a Director at H&R Block, Inc.
2019Marc Gary became a Director at UJA Federation of Greater New York.
2020Marc Gary became Executive Vice Chancellor Emeritus at The Jewish Theological Seminary.
2020Michael J. Cosgrove became Treasurer at St. Pius X.
2020Deborah C. McLean became a Board Member at The Maritime Aquarium at Norwalk.
2020Tom D. Seip became a Trustee at University of Maryland, Shore Regional Health System.
2021Marc Gary became a Director of Neuberger Berman Next Generation Connectivity Fund Inc. (NBXG) and Chair and Director at USCJ Supporting Foundation.
2021Martha Clark Goss became a Director of NBXG.
2021Michael M. Knetter became a Director of NBXG.
2021Deborah C. McLean became a Director of NBXG.
2021Michael J. Cosgrove became a Member of Advisory Board, Burke Neurological Institute, and Parish Councilor, St. Pius X.
2021Franklyn E. Smith ceased being a Partner at PricewaterhouseCoopers LLP.
2021Joseph V. Amato became Chief Executive Officer and President of NBXG and a Director of NBXG.
2021Claudia A. Brandon became Secretary of NBXG.
2021Agnes Diaz became Vice President of NBXG.
2021Anthony DiBernardo became Assistant Treasurer of NBXG.
2021Sheila R. James became Assistant Secretary of NBXG.
2021Brian Kerrane became Chief Operating Officer of NBXG.
2021Josephine Marone became Assistant Secretary of NBXG.
2021Owen F. McEntee, Jr. became Vice President of NBXG.
2021John M. McGovern became Treasurer and Principal Financial and Accounting Officer of NBXG.
2021Frank Rosato became Assistant Treasurer of NBXG.
2022Marc Gary became a Director at JCC of Westchester and Jewish Democratic Counsel of America.
2022John M. McGovern became Managing Director at Neuberger Berman.
2023Marc Gary ceased being a Director at Jewish Federation of New York.
2023Ami G. Kaplan became a Director of NBH.
2023Deborah C. McLean ceased being on the Deans Advisory Council, Radcliffe Institute for Advanced Study.
2023Franklyn E. Smith became a Director of NBH and Zurich American Insurance Company, Zurich American Life Insurance Company and Zurich American Life Insurance Company of New York.
2023Sheila R. James became Senior Vice President at Neuberger Berman and NBIA.
June 7, 2024Karpus Investment Management filed an amended Schedule 13G.
June 30, 2024James G. Stavridis retired from his position as Fund Director.
July 12, 2024First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation filed an amended Schedule 13G.
September 24, 2024Paul M. Nakasone became a Fund Director.
October 31, 2024Fiscal year ended for both Funds.
December 11, 2024Audit Committees met to review the Funds' audited financial statements for the fiscal year ended October 31, 2024.
December 13, 2024Bank of America Corporation and Banc of America Preferred Funding Corporation filed an amended Schedule 13D.
December 31, 2024George W. Morriss retired from his position as Fund Director.
January 1, 2024Effective date for Independent Director annual retainer ($200,000) and meeting fees ($17,500).
January 1, 2025Effective date for additional compensation for the Chair of the Contract Review Committee ($35,000 per year) and other Committee Chairs ($25,000 per year, except Executive Committee Chair).
February 24, 2025Saba Capital Management, L.P., Boaz R. Weinstein, and Saba Capital Management GP, LLC filed an amended Schedule 13D for Municipal Fund.
March 7, 2025Saba Capital Management, L.P., Boaz R. Weinstein, and Saba Capital Management GP, LLC filed an amended Schedule 13D for Next Generation Connectivity Fund.
March 2025Gariel Nahoum became Chief Legal Officer.
March 31, 2025NBIA and its affiliates had approximately $515 billion in assets under management.
April 23, 2025Record Date for stockholders entitled to notice of and to vote at the Meeting.
April 30, 2025Semi-annual report period ended (report to be available).
May 6, 2025Morgan Stanley and Morgan Stanley Smith Barney LLC filed a Schedule 13G.
May 2025Scott D. Hogan became Chief Compliance Officer.
May 31, 2025Date for valuation of equity securities owned by Directors/Nominees.
June 13, 2025Expected mailing date of the Notice of Joint Annual Meeting, Proxy Statement, and form of proxy.
July 17, 2025Date of the Joint Annual Meeting of Stockholders.
2026Term expiration for Class III Directors.
February 13, 2026Deadline for stockholder proposals to be received for inclusion in the 2026 Annual Meeting proxy material.
January 14, 2026Earliest date for stockholder proposals to be delivered for the 2026 Annual Meeting (not for inclusion in proxy material).
2027Term expiration for Class I Directors.
2028Term expiration for Class II Directors.

Recommendation

hold

Keywords

Neuberger Berman, Proxy Statement, DEF 14A, Director Election, Corporate Governance, Closed-End Fund, Investment Management, Shareholder Meeting, Risk Management, SEC Filing, NBH, NBXG

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