Filing Details

Accession Number:
0001140361-22-030073
Form Type:
13D Filing
Publication Date:
2022-08-16 20:00:00
Filed By:
Bank Of America Corp /de/
Company:
Neuberger Berman Municipal Fund Inc. (NYSEMKT:NBH)
Filing Date:
2022-08-17
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 1,657 0 1,657 1,657 100%
Banc of America Preferred Funding Corporation 75 0 1,657 0 1,657 1,657 100%
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
 
(Amendment No. 5)
 
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)
 

August 15, 2022


(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
 
 
1,657
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,657
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,657
 
 
 
 
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
 
 
1,657
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,657
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,657
 
 
 
 
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. 5 (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 20, 2021 and filed with the SEC on December 20, 2022 ("Amendment No. 4"), 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 in relation to the redemption by the Issuer on August 15, 2022 of 47 VMTP Shares (CUSIP No. 64124P408) of the Issuer held by BAPFC.

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 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”

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:  August 17, 2022




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

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 and Chief Executive Officer

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
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
Andrew M. Sieg

President, Merrill Wealth Management

President, Merrill Wealth Management
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 Officer

Chief Operations Officer of Bank of America Corporation
Lauren Anne 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
Susan S. Bies

Director

Former Member, Board of Governors of the Federal Reserve System
Frank P. Bramble, Sr.

Director

Former Executive Vice Chairman, MBNA Corporation
Pierre J.P. de Weck1

Director

Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
Arnold W. Donald

Director

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.
Thomas J.  May

Director

Former Chairman, President, and Chief Executive Officer of Eversource Energy
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
R. David Yost

Director

Former Chief Executive Officer of AmerisourceBergen Corp.
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
 
New York Attorney General Investor Protection Bureau Masking Settlement 3/22/2018

On March 22, 2018, the Attorney General of the State of New York Investor Protection Bureau ("NYAG") alleged that Bank of America Corporation ("BAC") and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") (1) concealed from its institutional clients that orders were routed to and executed by "electronic liquidity providers," (2) misstated the composition of orders and trades in its dark pool, and (3) did not accurately describe its use of a proprietary "venue ranking" analysis, in violation of the Martin Act and Executive Law § 63(12).  In connection with the agreement, BAC and MLPF&S agreed (1) not to engage, or attempt to engage, in conduct in violation of any applicable laws, including but not limited to the Martin Act and Executive Law § 63(12); (2) to pay a penalty in the amount of $42,000,000; and (3) provide the NYAG a summary of the review of its electronic trading policies and procedures.

NOTE:  In addition, Bank of America Corporation and certain of its affiliates, including MLPF&S and BANA, 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 MLPF&S Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.