SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant
[X]
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Filed by a Party other than
the Registrant [ ]
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Check the appropriate
box:
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[ ]
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Preliminary Proxy
Statement
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[ ]
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Soliciting Material Under Rule
14a-12
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[ ]
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Confidential, For Use of
the
Commission Only (as permitted
by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy
Statement
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[ ]
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Definitive Additional
Materials
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Neuberger Berman California
Intermediate Municipal Fund Inc.
Neuberger Berman High Yield Strategies Fund
Inc.
Neuberger Berman Intermediate
Municipal Fund Inc.
Neuberger Berman New York Intermediate Municipal Fund
Inc.
Neuberger Berman Real Estate
Securities Income Fund Inc.
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(Name of Registrant as
Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment of Filing Fee (Check
the appropriate box):
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[X]
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No fee required.
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[
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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1)
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Title of each class of
securities to which transaction applies:
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2)
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Aggregate number of
securities to which transaction applies:
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3)
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Per unit price or
other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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4)
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Proposed maximum
aggregate value of transaction:
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5)
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Total fee
paid:
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[
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Fee paid previously
with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
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1)
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Amount previously
paid:
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2)
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Form, Schedule or Registration
Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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Neuberger Berman California
Intermediate Municipal Fund Inc.
Neuberger Berman High Yield Strategies Fund
Inc.
Neuberger Berman Intermediate
Municipal Fund Inc.
Neuberger Berman New York Intermediate Municipal Fund
Inc.
Neuberger Berman Real Estate
Securities Income Fund Inc.
_________________________
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
To Be Held on August
22, 2013
_________________________
July 29, 2013
Dear Stockholder:
NOTICE IS HEREBY GIVEN that a Joint Annual Meeting of Stockholders (Meeting)
of each of Neuberger Berman California Intermediate Municipal Fund Inc. (NYSE
MKT: NBW), Neuberger Berman High Yield Strategies Fund Inc. (NYSE MKT: NHS),
Neuberger Berman Intermediate Municipal Fund Inc. (NYSE MKT: NBH), Neuberger
Berman New York Intermediate Municipal Fund Inc. (NYSE MKT: NBO) and Neuberger
Berman Real Estate Securities Income Fund Inc. (NYSE MKT: NRO), (each, a Fund
and, collectively, the Funds) will be held on August 22, 2013, at 3:00 p.m.
Eastern time, at the offices of Neuberger Berman LLC, 605 Third Avenue, 41st
Floor, New York, New York 10158-3698, for the following purposes:
(1)
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With respect to each Fund, the election of three Class II Directors
as outlined below:
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(A) two Class II Directors, Jack L.
Rivkin and Tom D. Seip, to be voted on by the holders of common stock and
the holders of preferred stock, voting together as a single class, such
Directors to serve until the annual meeting of stockholders in 2016, or
until their successors are elected and qualified; and
(B) one Class II Director, George W.
Morriss, to be voted on by the holders of preferred stock, voting as a
single class, such Director to serve until the annual meeting of
stockholders in 2016, or until his successor is elected and
qualified.
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(2)
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To consider and act
upon any other business that may properly come before the Meeting or any
adjournments or postponements thereof.
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You
are entitled to vote at the Meeting and any adjournments or postponements
thereof if you owned Fund shares at the close of business on July 19, 2013
(Record Date). If you attend the Meeting, you may vote your shares in person.
If you do not expect to attend the Meeting,
please review the enclosed materials and follow the instructions that appear on
the enclosed proxy card(s).
If you have any
questions about the proposal or the voting instructions, please call
877-461-1899. The appointed proxies will vote in their discretion on any other
business as may properly come before the Meeting or any adjournments or
postponements thereof. Any proposal submitted to a vote at the Meeting by anyone
other than the officers or directors of the Funds may be voted on only in person
or by written proxy.
Each
Fund will admit to the Meeting: (1) all stockholders of record of the Fund as of
the Record Date, (2) persons holding proof of beneficial ownership thereof at
the Record Date, such as a letter or account statement from a broker, (3)
persons who have been granted proxies and (4) such other persons that the Fund,
in its sole discretion, may elect to admit.
All persons wishing to be admitted to the Meeting must present photo
identification. If you plan to attend the Meeting, please call
877-461-1899.
Unless proxy cards submitted by corporations and partnerships are signed by the
appropriate persons as indicated in the voting instructions on the proxy cards,
they will not be voted. If no instructions are specified on a proxy card, shares
will be voted FOR the election of each nominee for Director and FOR,
ABSTAIN, or AGAINST any other matters acted upon at the Meeting in the
discretion of the persons named as proxies. If you own stock of more than one
Fund, you must submit separate proxy card(s) for each Fund in which you own
shares.
Important Notice Regarding the Availability of Proxy Materials for the
Meeting to be Held on August 22, 2013:
This Notice and the Proxy Statement are available on the Internet at
www.myproxyonline.com/NB.
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By order of each Board,
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Claudia A. Brandon
Secretary of
the Funds
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____________________
The Neuberger Berman name and logo are
registered service marks of Neuberger Berman Group LLC. Neuberger Berman
Management LLC and the individual Fund names in this Proxy Statement are either
service marks or registered service marks of Neuberger Berman Management LLC.
©2013 Neuberger Berman Management LLC. All rights reserved.
Instructions for Signing Proxy
Cards
The following general rules for signing
proxy cards may be of assistance to you and avoid the time and expense to the
Funds involved in validating your vote if you fail to sign your proxy card
properly.
1. Individual Accounts: Sign your name
exactly as it appears on the proxy card.
2. Joint Accounts: Any party may sign, but
the name of the party signing should conform exactly to the name shown in the
registration on the proxy card.
3. Other Accounts: The capacity of the
individual signing the proxy card should be indicated unless it is reflected in
the form of registration. For example:
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Registration
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Valid
Signature
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Corporate
Accounts
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(1)
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ABC Corp.
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ABC
Corp.
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(2)
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ABC Corp.
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John Doe, Treasurer
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(3)
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ABC Corp.
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c/o John Doe,
Treasurer
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John Doe
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(4)
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ABC Corp. Profit Sharing Plan
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John Doe, Trustee
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Trust
Accounts
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(1)
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ABC Trust
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Jane B. Doe,
Trustee
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(2)
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Jane B. Doe, Trustee u/t/d 12/28/78
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Jane B. Doe
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Custodian or Estate
Accounts
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(1)
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John B. Smith, Cust.
f/b/o
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John B. Smith, Jr.
UGMA
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John B.
Smith
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(2)
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John B. Smith
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John B. Smith, Jr., Executor
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YOUR VOTE IS IMPORTANT NO
MATTER HOW MANY
SHARES OF STOCK YOU OWN.
PLEASE VOTE
PROMPTLY.
You may receive more than one
proxy card depending on how you hold shares of a Fund. Please fill out and
return each proxy card.
Stockholders are invited to
attend the Meeting in person. Any stockholder who does not expect to
attend the Meeting is urged to review the enclosed materials and follow
the instructions that appear on the enclosed proxy card(s), which includes
instructions for voting by telephone and by internet.
To avoid the additional
expense to the Funds of further solicitation, we ask your cooperation in
voting your proxy promptly, no matter how large or small your holdings may
be.
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Neuberger Berman California
Intermediate Municipal Fund Inc.
Neuberger Berman High Yield Strategies Fund
Inc.
Neuberger Berman Intermediate
Municipal Fund Inc.
Neuberger Berman New York Intermediate Municipal Fund
Inc.
Neuberger Berman Real Estate
Securities Income Fund Inc.
605 Third Avenue
New York, New
York 10158-0180
877-461-1899
_________________________
PROXY STATEMENT
_________________________
For the Joint Annual Meeting of
Stockholders
to be held on August 22, 2013
INTRODUCTION
This
Proxy Statement is furnished to the stockholders of each of Neuberger Berman
California Intermediate Municipal Fund Inc. (NYSE MKT: NBW), Neuberger Berman
High Yield Strategies Fund Inc. (NYSE MKT: NHS), Neuberger Berman Intermediate
Municipal Fund Inc. (NYSE MKT: NBH), Neuberger Berman New York Intermediate
Municipal Fund Inc. (NYSE MKT: NBO) and Neuberger Berman Real Estate Securities
Income Fund Inc. (NYSE MKT: NRO), (each, a Fund and, collectively, the
Funds) by the Board of Directors of each respective Fund (each, a Board and,
collectively, the Boards) in connection with the solicitation of stockholder
votes by proxy to be voted at the Annual Meeting of Stockholders (Meeting), or
any adjournments or postponements thereof, to be held jointly on August 22,
2013, at 3:00 p.m. Eastern time at the offices of Neuberger Berman LLC (NB
LLC), 605 Third Avenue, 41st Floor, New York, New York 10158-3698. At the
Meeting, common stockholders and preferred stockholders of each Fund will be
asked to consider and act upon the following:
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(1)
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With respect to each Fund, the election of three Class II Directors
as outlined below:
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(A) two Class II Directors, Jack L.
Rivkin and Tom D. Seip, to be voted on by the holders of common stock and
the holders of preferred stock, voting together as a single class, such
Directors to serve until the annual meeting of stockholders in 2016, or
until their successors are elected and qualified;
and
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(B) one Class II Director, George W.
Morriss, to be voted on by the holders of preferred stock, voting as a
single class, such Director to serve until the annual meeting of
stockholders in 2016, or until his successor is elected and
qualified.
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(2)
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To
consider and act upon any other business that may properly come before the
Meeting or any adjournments or postponements
thereof.
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It is expected that the Notice of Joint
Annual Meeting, this Proxy Statement and form of proxy first will be mailed to
stockholders on or about July 29, 2013.
Stockholders of record or beneficial owners as of the record date of each Fund
may obtain a free copy of the annual report for the fiscal year ended October
31, 2012, which includes audited financial statements for the Fund, and the
semi-annual report for the period ended April 30, 2013, by writing Neuberger
Berman Management LLC (NB Management) at 605 Third Avenue, 2nd Floor, New
York, New York 10158-0180, Attn: Shareholder Services, by calling toll free
877-461-1899 or on the internet at www.nb.com.
Stockholders may
send communications that they would like to direct to a Board of Directors or to
an individual director of a Fund to the attention of Chamaine Williams, Chief
Compliance Officer (CCO) of the Funds, Neuberger Berman Funds, 605 Third
Avenue, 21st Floor, New York, New York, 10158-0180. Each Board has directed Ms.
Williams to send such communications to the chairperson of the applicable Funds
Ethics and Compliance Committee. Nominee recommendations and stockholder
proposals should be directed to the attention of Claudia A. Brandon, Secretary
of the Funds, Neuberger Berman Funds, 605 Third Avenue, 21st Floor, New York,
New York, 10158-0180 as described in this Proxy Statement under Proposal 1:
Election of DirectorsInformation Regarding Each Funds Process for Nominating
Director Candidates and General InformationStockholder Proposals.
2
PROPOSAL 1: ELECTION OF
DIRECTORS
Each
Board is divided into three classes (Class I, Class II and Class III). The terms
of office of Class I, Class II and Class III Directors will expire at the annual
meeting of stockholders held in 2015, 2013 and 2014, respectively, and at each
third annual meeting of stockholders thereafter. Each Director shall hold office
until his or her successor is elected and qualified or until his or her earlier
death, resignation or removal. The classification of each Funds Directors helps
to promote the continuity and stability of each Funds management and policies
because the majority of the Directors at any given time will have prior
experience as Directors of the Fund.
Preferred stockholders are entitled, as a class, to the exclusion of the holders
of all other classes of stock of a Fund, to elect two Directors of the Fund
(regardless of the total number of Directors serving on the Board). These
Directors are Class II and Class III Directors and are up for election in 2013
and 2014, respectively. One of these Directors is a nominee to be considered at
the Meeting.
The
term of each current Class II Director expires at the Meeting, but each
expressed his willingness to serve another term as Director of the Funds if
nominated by the respective Boards.
The
Governance and Nominating Committee of each Fund reviewed the qualifications,
experience and background of each Class II incumbent Director. Based upon this
review and consideration, each Committee determined that nominating the
incumbent Class II Directors would be in the best interests of its Funds
stockholders. Each Board believes that the incumbents are well suited for
service on the Board due to their familiarity with the 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.
The
Boards received the recommendations of the Governance and Nominating Committees.
After discussion and consideration of, among other things, the backgrounds of
the incumbents, each Board voted to nominate George W. Morriss, Jack L. Rivkin
and Tom D. Seip for election as Class II Directors with terms expiring in
2016.
Properly executed proxy cards will be voted as instructed by stockholders. In
the absence of such instruction, however, it is the intention of the persons
named on the enclosed proxy card(s) to vote in favor of the election of each
nominee named in this Proxy Statement. Each nominee has consented to be named in
this Proxy Statement and to serve as a Director if elected. Each Board has no
reason to believe that any nominee will become unavailable for election as a
Director, but if that should occur before the Meeting, the proxies will be voted
for such other nominees as the Board may recommend.
None
of the Directors are related to any other. The following tables set forth
certain information regarding each Director of the Funds.
3
INFORMATION REGARDING NOMINEES FOR
ELECTION
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Number of
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Portfolios
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in
Fund
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Name, (Year
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Position
(2)
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Complex
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Other Directorships
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of Birth) and
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and Length of
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Overseen
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Held Outside Fund
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Address
(1)
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Time
Served
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Principal
Occupation(s)
(3)
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by
Director
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Complex by
Director
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CLASS II
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Independent
Directors
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George W.
Morriss
(1947)
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Director since
2007
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Adjunct Faculty Member, Columbia
University School of International and Public Affairs, since October 2012;
formerly, Executive Vice President and Chief Financial Officer, Peoples
Bank, Connecticut (a financial services company), 1991 to
2001.
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54
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Trustee, Steben Select
Multi-Strategy Fund, since 2013; Trustee, Steben Select Multi-Strategy
Master Fund, since 2013; Formerly, Manager, Larch Lane Multi-Strategy Fund
complex (which consisted of three funds), 2006 to 2011; formerly, Member,
NASDAQ Issuers Affairs Committee, 1995 to 2003.
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Tom D. Seip
(1950)
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Director since 2002 (NBW, NBH and
NBO), 2003 (NRO) and 2006 (NHS); Chairman of the Board since 2008; Lead
Independent Director from 2006 to 2008
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General Partner, Ridgefield Farm LLC
(a private investment vehicle); formerly, President and CEO, Westaff, Inc.
(temporary staffing), May 2001 to January 2002; formerly, Senior
Executive, The Charles Schwab Corporation, 1983 to 1998, including Chief
Executive Officer, Charles Schwab Investment Management, Inc.; Trustee,
Schwab Family of Funds and Schwab Investments, 1997 to 1998; and Executive
Vice President-Retail Brokerage, Charles Schwab & Co., Inc., 1994 to
1997.
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54
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Director, H&R Block, Inc.
(financial services company), since May 2001; Chairman, Governance and
Nominating Committee, H&R Block, Inc., since 2011; formerly, Chairman,
Compensation Committee, H&R Block, Inc., 2006 to 2010; formerly,
Director, Forward Management, Inc. (asset management company), 1999 to
2006.
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4
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Number of
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Portfolios
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in
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Name, (Year
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Position
(2)
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Complex
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Other Directorships
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of Birth) and
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and Length of
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Overseen
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Held Outside Fund
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Address
(1)
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Time
Served
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Principal
Occupation(s)
(3)
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by
Director
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Complex by
Director
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Director who is an Interested Person
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Jack L. Rivkin* (1940)
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Director since 2002 (NBW, NBH and
NBO), 2003 (NRO) and 2006 (NHS); President, 2002 to 2008 (NBW, NBH and
NBO); 2003 to 2008 (NRO) and 2006 to 2008 (NHS)
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Formerly, Executive Vice President
and Chief Investment Officer, Neuberger Berman Holdings LLC (holding
company), 2002 to August 2008 and 2003 to August 2008, respectively;
formerly, Managing Director and Chief Investment Officer, NB LLC, December
2005 to August 2008 and 2003 to August 2008, respectively; formerly,
Executive Vice President, NB LLC, December 2002 to 2005; formerly,
Director and Chairman, NB Management, December 2002 to August 2008;
formerly, Executive Vice President, Citigroup Investments, Inc., September
1995 to February 2002; formerly, Executive Vice President, Citigroup Inc.,
September 1995 to February 2002.
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54
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Director, CRT Capital LLC (financial
services firm), since 2013; Director, Idealab (private company), since
2009; Director, Distributed World Power (private company), since 2009;
Director, Dale Carnegie and Associates, Inc. (private company), since
1999; Director, Solbright, Inc. (private company), since 1998; Director,
SA Agricultural Fund, since 2009; Chairman and Director, Essential Brands
(consumer products) since 2008; formerly, Director, New York Society of
Security Analysts, 2006 to 2008.
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5
INFORMATION REGARDING DIRECTORS
WHOSE CURRENT TERMS CONTINUE
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Number of
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Portfolios
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in
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Name,
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Position
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Complex
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Other Directorships
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(Year of Birth) and
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and Length of
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Overseen
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Held Outside Fund
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Address
(1)
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Time
Served
(2)
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Principal
Occupation(s)
(3)
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by
Director
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Complex by
Director
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CLASS I
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Independent
Directors
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Faith Colish
(1935)
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Director since 2002 (NBW, NBH and
NBO), 2003 (NRO) and 2006 (NHS)
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Counsel, Carter Ledyard &
Milburn LLP (law firm) since October 2002; formerly, Attorney-at-Law and
President, Faith Colish, A Professional Corporation, 1980 to
2002.
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54
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Formerly, Director, 1997 to 2003,
and Advisory Director, 2003 to 2006, ABA Retirement Funds (formerly,
American Bar Retirement Association) (not-for-profit membership
corporation).
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Michael M.
Knetter
(1960)
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Director since
2007
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President and Chief
Executive Officer, University of Wisconsin Foundation,
since October 2010; formerly, Dean, School of Business, University of
Wisconsin - Madison; formerly, Professor of International Economics and
Associate Dean, Amos Tuck School of Business - Dartmouth College, 1998 to
2002.
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54
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Director, American Family Insurance
(a mutual company, not publicly traded), since March 2009; formerly,
Trustee, Northwestern Mutual Series Fund, Inc., 2007 to 2010; formerly,
Director, Wausau Paper, 2005 to 2011; formerly, Director, Great Wolf
Resorts, 2004 to 2009.
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Peter P. Trapp
(1944)
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Director since 2002 (NBW, NBH and
NBO), 2003 (NRO) and 2006 (NHS)
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Retired; formerly, Regional Manager
for Mid-Southern Region, Ford Motor Credit Company, September 1997 to
2007; formerly, President, Ford Life Insurance Company, April 1995 to
August 1997.
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54
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None.
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6
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Number of
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Portfolios
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in
Fund
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Name,
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Position
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Complex
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Other Directorships
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(Year of Birth) and
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and Length of
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Overseen
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Held Outside Fund
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Address
(1)
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Time
Served
(2)
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Principal
Occupation(s)
(3)
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by
Director
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Complex by
Director
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Director who is an
Interested Person
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Robert Conti*
(1956)
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Chief Executive Officer, President
and Director since 2008; prior thereto, Executive Vice President in 2008
and Vice President 2002 to 2008 (NBW, NBH and NBO), 2003 to 2008 (NRO) and
2006 to 2008 (NHS)
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Managing Director, NB LLC, since
2007; Managing Director, Neuberger Berman Fixed Income LLC (NBFI), since
2009; formerly, Senior Vice President, NB LLC, 2003 to 2006; formerly,
Vice President, NB LLC, 1999 to 2003; President and Chief Executive
Officer, NB Management, since 2008; formerly, Senior Vice President, NB
Management, 2000 to 2008.
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Director, Staten Island Mental
Health Society, since 1994; formerly, Chairman of the Board, Staten Island
Mental Health Society, 2008 to 2011.
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CLASS
III
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Independent
Directors
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Martha C. Goss
(1949)
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Director since
2007
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President, Woodhill Enterprises
Inc./Chase Hollow Associates LLC (personal investment vehicle), since
2006; Chief Operating and Financial Officer, Hopewell Holdings LLC/Amwell
Holdings, LLC (a holding company for investments in the healthcare
sector), since 2003; formerly, Consultant, Resources Connection (temporary
staffing), 2002 to 2006.
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54
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Director, American Water (water
utility), since 2003; Director, Channel Reinsurance (financial guaranty
reinsurance), 2006 to 2010; Director, Allianz Life of New York
(insurance), since 2005; Director, Financial Womens Association of New
York (not-for-profit association), since 2003; Trustee Emerita, Brown
University, since 1998; formerly, Director, Ocwen Financial Corporation
(mortgage servicing), 2005 to 2010; formerly, Advisory Board Member,
Attensity (software developer), 2005 to 2007; formerly, Director, Bank
Leumi (commercial bank), 2005 to 2007; formerly, Director, Claires
Stores, Inc. (retailer), 2005 to
2007.
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7
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Number of
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Portfolios
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in
Fund
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Name,
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Position
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Complex
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Other Directorships
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(Year of Birth) and
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and Length of
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Overseen
|
|
Held Outside Fund
|
Address
(1)
|
|
Time
Served
(2)
|
|
Principal
Occupation(s)
(3)
|
|
by
Director
|
|
Complex by
Director
|
Howard A. Mileaf
(1937)
|
|
Director since 2002 (NBW, NBH and
NBO), 2003 (NRO) and 2006 (NHS)
|
|
Retired; formerly, Vice President
and General Counsel, WHX Corporation (holding company), 1993 to
2001.
|
|
54
|
|
Formerly, Director, Webfinancial
Corporation (holding company), 2002 to 2008; formerly, Director, WHX
Corporation (holding company), 2002 to 2005; formerly, Director, State
Theatre of New Jersey (not-for-profit theatre), 2000 to
2005.
|
Candace L.
Straight
(1947)
|
|
Director since 2002 (NBW, NBH and
NBO), 2003 (NRO) and 2006 (NHS)
|
|
Private investor and consultant
specializing in the insurance industry; formerly, Advisory Director,
Securitas Capital LLC (a global private equity investment firm dedicated
to making investments in the insurance sector), 1998 to December
2003.
|
|
54
|
|
Public Member, Board of Governors
and Board of Trustees, Rutgers University, since 2011; Director,
Montpelier Re Holdings Ltd. (reinsurance company), since 2006; formerly,
Director, National Atlantic Holdings Corporation (property and casualty
insurance company), 2004 to 2008; formerly, Director, The Proformance
Insurance Company (property and casualty insurance company), 2004 to 2008;
formerly, Director, Providence Washington Insurance Company (property and
casualty insurance company), 1998 to 2006; formerly, Director, Summit
Global Partners (insurance brokerage firm), 2000 to
2005.
|
8
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Portfolios
|
|
|
|
|
|
|
|
|
in
Fund
|
|
|
Name,
|
|
Position
|
|
|
|
Complex
|
|
Other
Directorships
|
(Year of Birth)
and
|
|
and Length
of
|
|
|
|
Overseen
|
|
Held Outside
Fund
|
Address
(1)
|
|
Time Served
(2)
|
|
Principal
Occupation(s)
(3)
|
|
by Director
|
|
Complex by Director
|
Director who is an
Interested Person
|
|
|
|
|
|
|
Joseph V.
Amato*
(1962)
|
|
Director
since
2009
|
|
President and Director, Neuberger
Berman Group LLC, since 2009; President and Chief Executive Officer, NB
LLC and Neuberger Berman Holdings LLC (including its predecessor,
Neuberger Berman Inc.), since 2007; Chief Investment Officer (Equities)
and Managing Director, NB Management, since 2009; Managing Director, NBFI,
since 2007; Board member of NBFI since 2006; formerly, Global Head of
Asset Management of Lehman Brothers Holdings Inc.s (LBHI) Investment
Management Division, 2006 to 2009; formerly, member of LBHIs Investment
Management Divisions Executive Management Committee, 2006 to 2009;
formerly, Managing Director, Lehman Brothers Inc. (LBI), 2006 to 2008;
formerly, Chief Recruiting and Development Officer, LBI, 2005 to 2006;
formerly, Global Head of LBIs Equity Sales and a Member of its Equities
Division Executive Committee, 2003 to 2005.
|
|
54
|
|
Member of Board of Advisors,
McDonough School of Business, Georgetown University, since 2001; Member of
New York City Board of Advisors, Teach for America, since 2005; Trustee,
Montclair Kimberley Academy (private school), since
2007.
|
|
(1)
|
|
The business address of each
listed person is 605 Third Avenue, New York, New York 10158.
|
|
|
|
(2)
|
|
Each Board shall at all times be
divided as equally as possible into three classes of Directors designated
Class I, Class II and Class III. The terms of office of Class I, Class II
and Class III Directors shall expire at the annual meeting of stockholders
held in 2015, 2013 and 2014, respectively, and at each third annual
meeting of stockholders thereafter.
|
|
|
|
(3)
|
|
Except as otherwise indicated,
each individual has held the positions shown for at least the last five
years.
|
9
*
|
|
Indicates a Director who is an interested person
within the meaning of the Investment Company Act of 1940, as amended (the
1940 Act). Joseph Amato and Robert Conti are interested persons of each
Fund by virtue of the fact that each is an officer of NB Management, NB
LLC and/or their affiliates. Jack L. Rivkin is an interested person of the
Funds by virtue of the fact that he is a director of CRT Capital LLC,
which, from time to time, serves as a broker or dealer to the Funds and
other funds or accounts for which NB Management serves as investment
manager.
|
Section 16(a) Beneficial Ownership
Reporting Compliance
Under Section
16(a) of the Securities Exchange Act of 1934, as amended, Section 30(h) of the
1940 Act and SEC regulations, certain of each Funds officers, each Funds
Directors and portfolio managers, persons owning more than 10% of each Funds
common stock or preferred stock and certain officers and directors of the Funds
investment manager and sub-advisers are required to report their transactions in
each Funds stock to the SEC and the NYSE MKT. Based solely on the review by
each Fund of the copies of such reports it received, each Fund believes that,
during its fiscal year ended October 31, 2012, all filing requirements
applicable to such persons were met.
Additional Information About
Directors
In nominating each candidate to serve, each Board was generally aware of
each Directors skills, experience, judgment, analytical ability, intelligence,
common sense, previous profit and not-for-profit board membership and, for each
Director who is not an interested person within the meaning of the 1940 Act
(Independent Director), their demonstrated willingness to take an independent
and questioning stance toward management. Each Director also now has
considerable familiarity with each Fund, their investment manager, sub-advisers
and administrator, and their operations, as well as the special regulatory
requirements governing regulated investment companies and the special
responsibilities of investment company directors as a result of his or her
substantial prior service as a Director of the Funds. No particular
qualification, experience or background establishes the basis for any Directors
position on the Boards and the Governance and Nominating Committee and
individual Board members may have attributed different weights to the various
factors.
In addition to the information set forth in the table above and other
relevant qualifications, experience, attributes or skills applicable to a
particular Director, the following provides further information about the
qualifications and experience of each Director.
Independent Directors
Faith Colish
: Ms. Colish has
experience as an attorney practicing securities law with the SEC and in private
practice, with a focus on broker-dealer and investment management matters and
matters of regulatory compliance under the securities laws. She has also served
as in-house counsel to an investment advisory firm that
10
managed mutual funds and a fund
industry trade organization. She has served as a member of the board of a
not-for-profit membership corporation involving oversight of a substantial
investment program. She has served as a Director for multiple years.
Martha C.
Goss
: Ms. Goss has experience as chief
operating and financial officer of an insurance holding company. She has
experience as an investment professional and head of an investment unit for a
major insurance company and experience as the Chief Financial Officer of two
consulting firms. She has experience managing a personal investment vehicle. She
has served as a member of the boards of various profit and not-for-profit
organizations and a university. She has served as a Director for multiple
years.
Michael M. Knetter
: Dr. Knetter
has organizational management experience as a dean of a major university
business school and as President and CEO of a university supporting foundation.
He also has responsibility for overseeing management of the universitys
endowment. He has academic experience as a professor of international economics.
He has served as a member of the boards of various public companies and another
mutual fund. He has served as a Director for multiple years.
Howard A. Mileaf
: Mr. Mileaf is a
CPA and an attorney with experience in senior management and as general counsel
of an industrial corporation and an industrial holding company. He has
accounting and management experience at a major accounting firm. He has served
as a member of the boards of various profit and not-for-profit organizations. He
has served as a Director for multiple years.
George W. Morriss
: Mr. Morriss
has experience in senior management and as chief financial officer of a
financial services company. He has investment management experience as a
portfolio manager managing personal and institutional funds. He has served as a
member of a committee of representatives from companies listed on NASDAQ. He has
served as a member of the board of funds of hedge funds. He has an advanced
degree in finance. He has served as a Director for multiple years.
Tom D. Seip
: Mr. Seip has
experience in senior management and as chief executive officer and director of a
financial services company overseeing other mutual funds and brokerage. He has
experience as director of an asset management company. He has experience in
management of a private investment partnership. He has served as a Director for
multiple years and as Independent Chair and/or Lead Independent Director of the
Boards.
Candace L. Straight
: Ms. Straight
has experience as a private investor and consultant in the insurance industry.
She has experience in senior management of a global private equity investment
firm. She has served as a member of the boards of a public university and
various profit companies. She has served as a Director for multiple
years.
Peter P. Trapp
: Mr. Trapp has
experience in senior management of a credit company and several insurance
companies. He has served as a member of the board of other mutual funds. He has
served as a Director for multiple years.
11
Directors who are Interested
Persons
Joseph V. Amato
: Mr. Amato has
investment management experience as an executive with Neuberger Berman and
another financial services firm. He serves as Neuberger Bermans Chief
Investment Officer for equity investments. He has experience in leadership roles
within Neuberger Berman and its affiliated entities. He has served as a member
of the board of a major university business school. He has served as a Director
for multiple years.
Robert Conti
: Mr. Conti has
investment management experience as an executive with Neuberger Berman. He has
experience in leadership roles within Neuberger Berman and its affiliated
entities. He has served as a member of the board of a not-for-profit
organization. He has served as a Director for multiple years.
Jack L. Rivkin
: Mr. Rivkin has
extensive investment research and investment management experience as a former
chief investment officer and executive with Neuberger Berman and other financial
services companies. He has experience in leadership roles within Neuberger
Berman and its affiliated entities. He has served on the boards of various
private companies. He has served on the board of a not-for-profit educational
forum for the investment community. He previously served as Chief Investment
Officer of NB LLC. He has served as a Director for multiple years.
Board of Directors and Committee
Meetings
Each Board met
seven times during the fiscal year ended October 31, 2012. During the fiscal
year ended October 31, 2012, each Director attended at least 75% of (i) the
total number of meetings of each Board (held during the period for which he or
she has been a Director) and (ii) the total number of meetings held by all
committees of each Board on which he or she served (held during the period for
which he or she has been a Director).
The Boards are responsible for managing the business and affairs of the
Funds. Among other things, each Board generally oversees the portfolio
management of its Fund and reviews and approves its Funds investment management
and sub-advisory agreements and other principal contracts.
Each Board has appointed an Independent Director to serve in the role of
Chairman of the Board. The Chairs primary responsibilities are (i) to
participate in the preparation of the agenda for meetings of the Board and in
the identification of information to be presented to the Board; (ii) to preside
at all meetings of the Board; (iii) to act as the Boards liaison with
management between meetings of the Board; and (iv) to act as the primary contact
for board communications. The Chair may perform such other functions as may be
requested by the Board from time to time. Except for any duties specified herein
or pursuant to the respective Funds Articles of Incorporation or By-laws, the
designation as Chair does not impose on such Independent Director any duties,
obligations or liability that is greater than the duties, obligations or
liability imposed on such person as a member of the Board, generally.
12
As described below, each Board has an established committee structure
through which the Boards consider and address important matters involving the
Funds, including those identified as presenting conflicts or potential conflicts
of interest for management. The Independent Directors also regularly meet
outside the presence of management and are advised by experienced independent
legal counsel knowledgeable in matters of investment company regulation. Each
Board periodically evaluates its structure and composition as well as various
aspects of its operations. Each Board believes that its leadership structure,
including its Independent Chair and its committee structure, is appropriate in
light of, among other factors, the asset size of the fund complex overseen by
the Board, the nature and number of funds overseen by the Board, the number of
Directors, the range of experience represented on the Board and the Boards
responsibilities.
The Boards do not have a standing compensation committee although the
Governance and Nominating Committees do consider and make recommendations
relating to Independent Director compensation to the Boards.
Audit Committee.
The purposes of
each Funds Audit Committee are: (a) in
accordance with exchange requirements and Rule 32a-4 under the 1940 Act, to oversee the
accounting and financial reporting processes of the Fund and, as the Committee
deems appropriate, to inquire into the internal control over financial reporting
of service providers; (b) in accordance with exchange requirements and Rule
32a-4 under the 1940 Act, to oversee the quality and integrity of the Funds
financial statements and the independent audit thereof; (c) in accordance with
exchange requirements and Rule 32a-4 under the 1940 Act, to oversee, or, as
appropriate, assist Board oversight of, the Funds compliance with legal and
regulatory requirements that relate to the Funds accounting and financial
reporting, internal control over financial reporting and independent audits; (d)
to approve prior to appointment the engagement of the Funds independent
registered public accounting firm and, in connection therewith, to review and
evaluate the qualifications, independence and performance of the Funds
independent registered public accounting firm; (e) to act as a liaison between
the Funds independent registered public accounting firm and the full Board; (f)
to prepare an audit committee report as required by Item 407 of Regulation S-K
to be included in proxy statements relating to the election of directors; (g) to
monitor the operation of policies and procedures reasonably designed to ensure
that each portfolio holding is valued in an appropriate and timely manner,
reflecting information known to management about the issuer, current market
conditions, and other material factors (Pricing Procedures); (h) to consider
and evaluate, and recommend to the Board when the Committee deems it
appropriate, amendments to the Pricing Procedures proposed by management,
counsel, the auditors and others; and (i) from time to time, as required or
permitted by the Pricing Procedures, to establish or ratify a method of
determining the fair value of portfolio securities for which market prices are
not readily available. The independent registered public accounting firm for
each Fund shall report directly to the Audit Committee. Each Fund has adopted a
written charter for its Audit Committee. The charter of each
13
Audit Committee is available on NB
Managements website at www.nb.com. The Audit Committee of each Fund has
delegated the authority to grant pre-approval of permissible non-audit services
and all audit, review or attest engagements of the Funds independent registered
public accounting firm to each member of the Committee between meetings of the
Committee.
The Audit
Committee of each Fund is composed entirely of Independent Directors who are
also considered independent under the listing standards applicable to each Fund.
For each Fund, its members are Martha C. Goss (Vice Chair), Howard A. Mileaf,
George W. Morriss (Chair), Candace L. Straight and Peter P. Trapp. The Report of
each Audit Committee relating to the audit of Fund financial statements for the
fiscal year ended October 31, 2012 is attached hereto as Exhibit
A.
During
the fiscal year ended October 31, 2012, the Committee of each Fund met four
times.
Closed-End Funds Committee.
Each
Funds Closed-End Funds Committee is responsible for consideration and
evaluation of issues specific to such Fund. For each Fund, its members are
George W. Morriss (Vice Chair), Jack L. Rivkin and Peter P. Trapp (Chair). All
members except for Mr. Rivkin are Independent Directors. During the fiscal year
ended October 31, 2012, the Committee of each Fund met four times.
Contract Review Committee.
The
Contract Review Committee of each Fund is responsible for overseeing and guiding
the process by which the Independent Directors annually consider whether to
renew each Funds principal contractual arrangements. The Committee also
generally oversees the program by which the manager seeks to monitor and improve
the quality of execution for portfolio transactions. For each Fund, its members
are Faith Colish, Martha C. Goss (Vice Chair), and Candace L. Straight (Chair).
All members are Independent Directors. During the fiscal year ended October 31,
2012, the Committee of each Fund met six times.
Ethics and Compliance Committee.
The Ethics and Compliance Committee generally oversees: (a) each Funds
program for compliance with Rule 38a-1 and the Funds implementation and
enforcement of its compliance policies and procedures; (b) the compliance with
each Funds Code of Ethics, which restricts the personal securities
transactions, including transactions in Fund shares, of employees, officers, and
directors; (c) the activities of each Funds Chief Compliance Officer (CCO);
(d) the activities of management personnel responsible for identifying,
prioritizing, and managing operational risk; and (e) the adequacy and fairness
of the arrangements for securities lending, if any, in a manner consistent with
applicable regulatory requirements, with special emphasis on any arrangements in
which the Fund deals with the manager or any affiliate of the manager as
principal or agent. The Committee shall not assume oversight duties to the
extent that such duties have been assigned by a Board expressly to another
Committee of the Board (such as oversight of internal controls over financial
reporting, which has been assigned to the Audit Committee.). The Committees
primary function is oversight. Each
14
investment manager, sub-adviser,
principal underwriter, administrator and transfer agent (collectively, Service
Providers) is responsible for its own compliance with the federal securities
laws and for devising, implementing, maintaining and updating appropriate
policies, procedures and codes of ethics to ensure compliance with applicable
laws and regulations. The CCO is responsible for administering each Funds
Compliance Program, including devising and implementing appropriate methods of
testing compliance by the Fund and its Service Providers. For each Fund, its
members are Faith Colish (Chair), Michael M. Knetter, Jack L. Rivkin, and Tom D.
Seip. All members except for Mr. Rivkin are Independent Directors. The Boards
will receive at least annually a report on the compliance programs of the Funds
and service providers and the required annual reports on the administration of
the Code of Ethics and the required annual certifications from each Fund, NB
Management, NB LLC and NBFI. During the fiscal year ended October 31, 2012, the
Committee of each Fund met seven times.
Executive
Committee.
The Executive Committee of each
Fund is responsible for acting in an emergency when a quorum of the Board is not
available; the Committee has all the powers of the Board when the Board is not
in session to the extent permitted by Maryland law. For each Fund, its members
are Faith Colish, Robert Conti (Vice Chair), Michael M. Knetter, George W.
Morriss, Jack L. Rivkin, Tom D. Seip (Chair), Candace L. Straight, and Peter P.
Trapp. All members except for Mr. Conti and Mr. Rivkin are Independent
Directors. During the fiscal year ended October 31, 2012, the Committee of each
Fund did not meet.
Governance and Nominating Committee.
The Governance and Nominating Committee of each Fund is responsible for:
(a) considering and evaluating the structure, composition and operation of that
Board and each committee thereof, including the operation of the annual
self-evaluation by the Board; (b) evaluating and nominating individuals to serve
as Directors including as Independent Directors, as members of committees, as
Chair of the Board and as officers of each Fund; and (c) considering and making
recommendations relating to the compensation of Independent Directors and of
those officers (except the CCO) as to whom the Board is charged with approving
compensation. The selection and nomination of candidates to serve as independent
directors is committed to the discretion of the current Independent Directors.
For each Fund, its members are Michael M. Knetter (Chair), Howard A. Mileaf
(Vice Chair), and Tom D. Seip. All members are Independent Directors. As
previously described, each Committee met to discuss matters relating to the
nomination of Class II Directors with respect to each Fund. During the fiscal
year ended October 31, 2012, the Committee of each Fund met four
times.
Investment Performance Committee.
The Investment Performance Committee of each Fund is responsible for overseeing
and guiding the process by which the Board reviews Fund performance and
interfacing with management personnel responsible for investment risk
management. Each Director is a member of the Committee. Jack L. Rivkin and Peter
P. Trapp are the Chair and Vice Chair, respectively, of
15
the Committee. All members except for
Mr. Amato, Mr. Conti and Mr. Rivkin are Independent Directors. During the fiscal
year ended October 31, 2012, the Committee of each Fund met four
times.
The Portfolio
Transactions and Pricing Committee was eliminated in February 2013 and its
functions were divided among the Audit Committee, the Contract Review Committee,
and the Ethics and Compliance Committee. During the fiscal year ended October
31, 2012, the Committee met five times.
Risk Management
Oversight
As an integral part of its responsibility for oversight of the Funds in
the interests of stockholders, the Boards oversee risk management of each Funds
administration and operations. The Boards view risk management as an important
responsibility of management.
The Funds face a number of risks, such as investment risk, counterparty
risk, valuation risk, reputational risk, risk of operational failure or lack of
business continuity, and legal, compliance and regulatory risk. Risk management
seeks to identify and address risks, i.e., events or circumstances that could
have material adverse effects on the business, operations, stockholder services,
investment performance or reputation of the Funds. Under the overall supervision
of the Boards, the Funds, the Funds investment manager, the Funds affiliated
sub-advisers, and the affiliates of the investment manager and sub-advisers, or
other service providers to the Funds, employ a variety of processes, procedures
and controls to identify various of those possible events or circumstances, to
lessen the probability of their occurrence and/or to mitigate the effects of
such events or circumstances if they do occur. Different processes, procedures
and controls are employed with respect to different types of risks.
Each Board exercises oversight of the investment managers risk
management processes primarily through the Boards committee structure. The
various committees, as appropriate, and, at times, the Board, meet periodically
with the investment managers head of investment risk, head of operational risk,
the CCO, the Treasurer, the Chief Investment Officers for equity and for fixed
income, the head of Internal Audit, and the Funds independent auditor. The
committees review with these individuals, among other things, the design and
implementation of risk management strategies in their respective areas, and
events and circumstances that have arisen and responses thereto.
The Boards recognize that not all risks that may affect the Funds can be
identified, that it may not be practical or cost-effective to eliminate or
mitigate certain risks, that it may be necessary to bear certain risks (such as
investment-related risks) to achieve the Funds goals, and that the processes,
procedures and controls employed to address certain risks may be limited in
their effectiveness. Moreover, reports received by the Directors as to risk
management matters are typically summaries of the relevant information.
Furthermore, it is in the very nature of certain risks that
16
they can be evaluated only as
probabilities, and not as certainties. As a result of the foregoing and other
factors, the Boards risk management oversight is subject to substantial
limitations, and no risk management program can predict the likelihood or
seriousness of, or mitigate the effects of, all potential risks.
Information Regarding Each Funds
Process for Nominating Director Candidates
Governance and Nominating Committee Charter.
A
copy of the Governance and Nominating Committee Charter is available to stockholders on NB Managements website at
www.nb.com.
Stockholder Communications.
Each
Funds Governance and Nominating Committee will consider nominees recommended by
stockholders; stockholders may send resumes of recommended persons to the
attention of Claudia A. Brandon, Secretary, Neuberger Berman Funds, 605 Third
Avenue, 21st Floor, New York, New York, 10158-0180. To be considered for a
specific Fund at a specific meeting of stockholders, please identify such
request and comply with the timing and information requirements described under
Stockholder Proposals.
Nominee
Qualifications.
The Governance and Nominating
Committee of each Fund will consider nominees recommended by stockholders on the
basis of the same criteria used to consider and evaluate candidates recommended
by other sources. While there is no formal list of qualifications, the
Governance and Nominating Committee considers, among other things, whether
prospective nominees have distinguished records in their primary careers,
unimpeachable integrity and substantive knowledge in areas important to a
Boards operations, such as background or education in finance, auditing,
securities law, the workings of the securities markets or investment advice. For
candidates to serve as Independent Directors, independence from each Funds
investment manager, its affiliates and other principal service providers is
critical, as is an independent and questioning mindset. Each Committee also
considers whether the prospective candidates workloads would allow them to
attend the vast majority of Board meetings, be available for service on Board
committees and devote the additional time and effort necessary to keep up with
Board matters and the rapidly changing regulatory environment in which each Fund
operates. Different substantive areas may assume greater or lesser significance
at particular times, in light of a Boards present composition and a Committees
(or a Boards) perceptions about future issues and needs. In considering
nominees, each Committee also considers the diversity of the Board with respect
to professional experience, education, skill and viewpoint.
Identifying Nominees.
Each
Governance and Nominating Committee considers prospective candidates from any
reasonable source. Each Committee initially evaluates prospective candidates on
the basis of their resumes, considered in light of the criteria discussed above.
Those prospective candidates that appear likely to be able to fill a significant
need of a Board would be contacted by a Committee member by telephone to discuss
the position; if there appeared to be sufficient interest, an
17
in-person meeting with one or more
Committee members would be arranged. If a Committee, based on the results of
these contacts, believed it had identified a viable candidate, it would air the
matter with the full group of Independent Directors for input.
Any request by
management to meet with the prospective candidate would be given appropriate
consideration. The Funds have not paid a fee to third parties to assist in
finding nominees.
Director Attendance At Annual
Meetings
The Funds do not have a policy on Director attendance at the annual
meeting of stockholders. For each Fund, one Board member attended the 2012
annual meeting of stockholders.
Ownership of
Securities
Set forth below is the dollar range of equity securities owned by each
Director as of June 30, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
Dollar
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
in all
Registered
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies
|
|
|
|
|
|
|
|
|
|
|
|
|
Overseen
by
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
in
|
|
|
|
|
|
|
|
|
|
|
|
|
Neuberger
|
|
|
|
|
|
|
|
|
|
|
|
|
Berman
Family
|
|
|
Dollar Range of Equity Securities Owned
in:
|
|
of
Investment
|
Name of Director
|
|
NHS*
|
|
NRO*
|
|
NBW*
|
|
NBH*
|
|
NBO*
|
|
Companies*
|
Independent
Directors
|
|
|
|
|
|
|
|
|
|
|
Faith Colish**
|
|
$1-$10,000
|
|
$1-$10,000
|
|
None
|
|
$1-$10,000
|
|
$1-$10,000
|
|
Over $100,000
|
Martha C.
Goss
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
Over
$100,000
|
Michael M. Knetter
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Howard A.
Mileaf
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
Over
$100,000
|
George W. Morriss***
|
|
$10,001-$50,000
|
|
None
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Tom D. Seip
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
Over
$100,000
|
Candace L. Straight
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Peter P. Trapp****
|
|
$10,000-$50,000
|
|
None
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Directors who are Interested
Persons
|
|
|
|
|
|
|
|
|
Robert
Conti
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
Over
$100,000
|
Joseph V. Amato
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Jack L. Rivkin
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
18
*
|
|
Valuation as of June 30,
2013.
|
|
**
|
|
Ms. Colish owns 157 shares of
common stock of Neuberger Berman High Yield Strategies Fund Inc., 240
shares of common stock of Neuberger Berman Real Estate Securities Income
Fund Inc., 100 shares of common stock of Neuberger Berman New York
Intermediate Municipal Fund Inc. and 100 shares of common stock of
Neuberger Berman Intermediate Municipal Fund Inc., constituting less than
1% of each Funds outstanding shares of common stock.
|
|
***
|
|
Mr. Morriss owns 2,529.9507
shares of common stock of Neuberger Berman High Yield Strategies Fund
Inc., constituting less than 1% of the Funds outstanding shares of common
stock.
|
|
****
|
|
Mr. Trapp owns 4,000 shares of
common stock of Neuberger Berman Real Estate Securities Income Fund Inc.,
constituting less than 1% of the Funds outstanding shares of common
stock.
|
Independent Directors Ownership of
Securities
As of June 30,
2013, no Independent Director (or his/her immediate family members) owned
securities of NB Management, NB LLC or NBFI or securities in an entity
controlling, controlled by or under common control with NB Management, NB LLC or
NBFI (not including registered investment companies).
Officers of each Fund
The following table sets forth certain information regarding the officers
of each Fund. Except as otherwise noted, each individual has held the positions
shown in the table below for at least the last five years. The business address
of each listed person is 605 Third Avenue, New York, New York 10158. Officers of
each Fund are appointed by the Directors and serve at the pleasure of the
Board.
Name,
(Year of Birth)
|
|
Position
and Length of
|
|
|
and
Address
(1)
|
|
Time
Served
(2)
|
|
Principal
Occupation(s)
(3)
|
Andrew B. Allard
(1961)
|
|
Chief Legal Officer since 2013
(only for purposes of Sections 307 and 406 of the Sarbanes-Oxley Act of
2002) and Anti-Money Laundering Compliance Officer since 2002 (NBW, NBH
and NBO), 2003 (NRO) and 2006 (NHS)
|
|
General Counsel and Senior Vice
President, NB Management since 2013; Senior Vice President, NB LLC, since
2006 and Employee since 1999; Deputy General Counsel, NB LLC, since 2004;
formerly, Vice President, NB LLC, 2000 to 2005; formerly, Employee, NB
Management, 1994 to 1999; Chief Legal Officer since 2013 (only for
purposes of Sections 307 and 406 of the Sarbanes-Oxley Act of 2002) ten
registered investment companies for which NB Management acts as investment
manager and administrator (ten since 2013); Anti-Money Laundering
Compliance Officer, ten registered investment companies for which NB
Management acts as investment manager and administrator (six since 2002,
one since 2003, one since 2005, one since 2006 and one since
2013).
|
19
Name, (Year of Birth)
|
|
Position and Length of
|
|
|
and Address
(1)
|
|
Time Served
(2)
|
|
Principal
Occupation(s)
(3)
|
Claudia A. Brandon
(1956)
|
|
Executive Vice President since
2008 and Secretary since 2002 (NBW, NBH and NBO), 2003 (NRO) and 2006
(NHS)
|
|
Senior Vice President, NB LLC,
since 2007 and Employee since 1999; Senior Vice President, NB Management,
since 2008 and Assistant Secretary since 2004; formerly, Vice President,
NB LLC, 2002 to 2006; formerly, Vice President-Mutual Fund Board
Relations, NB Management, 2000 to 2008; formerly, Vice President, NB
Management, 1986 to 1999 and Employee 1984 to 1999; Executive Vice
President, ten registered investment companies for which NB Management
acts as investment manager and administrator (nine since 2008 and one
since 2013); Secretary, ten registered investment companies for which NB
Management acts as investment manager and administrator (three since 1985,
three since 2002, one since 2003, one since 2005, one since 2006 and one
since 2013).
|
Agnes Diaz (1971)
|
|
Vice President since
2013
|
|
Vice President, ten registered
investment companies for which NB Management acts as investment manager
and administrator (ten since 2013).
|
Anthony DiBernardo
(1979)
|
|
Assistant Treasurer since
2011
|
|
Vice President, NB LLC, since
2009; Employee, NB Management, since 2003; Assistant Treasurer, ten
registered investment companies for which NB Management acts as investment
manager and administrator (nine since 2011 and one since
2013).
|
Sheila R. James
(1965)
|
|
Assistant Secretary since 2002
(NBW, NBH and NBO), 2003 (NRO) and 2006 (NHS)
|
|
Vice President, NB LLC, since
2008 and Employee since 1999; formerly, Assistant Vice President, NB LLC,
2007; formerly, Employee, NB Management, 1991 to 1999; Assistant
Secretary, ten registered investment companies for which NB Management
acts as investment manager and administrator (six since 2002, one since
2003, one since 2005, one since 2006 and one since
2013).
|
20
Name, (Year of
Birth)
|
|
Position and Length
of
|
|
|
and
Address
(1)
|
|
Time
Served
(2)
|
|
Principal
Occupation(s)
(3)
|
Brian Kerrane (1969)
|
|
Vice President since
2008
|
|
Senior Vice President, NB
Management, since 2008 and Employee since 1991; formerly, Vice President,
NB Management, 2002 to 2008; Vice President, ten registered investment
companies for which NB Management acts as investment manager and
administrator (nine since 2008 and one since 2013).
|
Kevin Lyons
(1955)
|
|
Assistant Secretary since
2003 (NRO, NBW, NBH and NBO) and 2006 (NHS)
|
|
Assistant Vice President, NB LLC,
since 2008 and Employee since 1999; formerly, Employee, NB Management,
1993 to 1999; Assistant Secretary, ten registered investment companies for
which NB Management acts as investment manager and administrator (seven
since 2003, one since 2005, one since 2006 and one since
2013).
|
Owen F. McEntee, Jr.
(1961)
|
|
Vice President since
2008
|
|
Vice President, NB LLC, since
2006; Employee, NB Management, since 1992; Vice President, ten registered
investment companies for which NB Management acts as investment manager
and administrator (nine since 2008 and one since 2013).
|
John M. McGovern
(1970)
|
|
Treasurer and
Principal Financial and Accounting Officer since 2005 (NRO, NBW,
NBH and NBO) and 2006 (NHS)
|
|
Senior Vice President, NB LLC,
since 2007; formerly, Vice President, NB LLC, 2004 to 2006; Employee, NB
Management, since 1993; Treasurer and Principal Financial and Accounting
Officer, ten registered investment companies for which NB Management acts
as investment manager and administrator (eight since 2005, one since 2006
and one since 2013); formerly, Assistant Treasurer, eight registered
investment companies for which NB Management acts as investment manager
and administrator, 2002 to 2005.
|
Frank Rosato (1971)
|
|
Assistant Treasurer since
2005 (NRO, NBW, NBH and NBO) and 2006 (NHS)
|
|
Vice President, NB LLC, since
2006; Employee, NB Management, since 1995; Assistant Treasurer, ten
registered investment companies for which NB Management acts as investment
manager and administrator (eight since 2005, one since 2006 and one since
2013).
|
21
Name, (Year of
Birth)
|
|
Position and Length
of
|
|
|
and
Address
(1)
|
|
Time
Served
(2)
|
|
Principal
Occupation(s)
(3)
|
Neil S. Siegel (1967)
|
|
Vice President since
2008
|
|
Managing Director, NB Management,
since 2008; Managing Director, NB LLC, since 2006;
Managing Director, NBFI, since 2011; formerly, Senior Vice President, NB
LLC, 2004 to 2006; Vice President, ten registered investment companies for
which NB Management acts as investment manager and administrator (nine
since 2008 and one since 2013).
|
Chamaine Williams
(1971)
|
|
Chief Compliance Officer since
2005 (NRO, NBW, NBH and NBO) and 2006 (NHS)
|
|
Senior Vice President, NB
Management, since 2007; Chief Compliance Officer, NB Management, since
2006; Chief Compliance Officer, ten registered investment companies for
which NB Management acts as investment manager and administrator (eight
since 2005, one since 2006 and one since 2013); formerly, Senior Vice
President, LBI, 2007 to 2008; formerly, Vice President, LBI, 2003 to 2006;
formerly, Chief Compliance Officer, Lehman Brothers Asset Management Inc.,
2003 to 2007; formerly, Chief Compliance Officer, Lehman Brothers
Alternative Investment Management LLC, 2003 to
2007.
|
(1)
|
The business address of each
listed person is 605 Third Avenue, New York, New York 10158.
|
|
|
(2)
|
Pursuant to the By-laws of each
Fund, each officer elected by the Directors shall hold office until his or
her successor shall have been elected and qualified or until his or her
earlier death, inability to serve, or resignation. Officers serve at the
pleasure of the Directors and may be removed at any time with or without
cause.
|
|
|
(3)
|
Except as otherwise indicated,
each individual has held the positions shown for at least the last five
years.
|
Compensation of
Directors
The following table sets forth
information concerning the compensation of the Funds Directors. The Funds do
not have any pension or retirement plan for their Directors. For the fiscal year
ended October 31, 2012, the Directors received the amounts set forth in the
following table from each Fund. For the calendar year ended December 31, 2012,
the Directors received the compensation set forth in the following table for
serving as trustee/director of the funds in the Neuberger Berman fund family.
Each officer and Director who is a director, officer or employee of NB
Management, NB LLC, NBFI or any entity controlling, controlled by or under
common control with NB Management, NB LLC or NBFI serves as a Director and/or
officer without any compensation from the Funds.
22
TABLE OF COMPENSATION
|
|
|
|
Total Compensation
from
|
|
|
Aggregate
|
|
Registered
Investment
|
|
|
Compensation
|
|
Companies in the
Neuberger
|
|
|
from each Fund
for
|
|
Berman Fund Complex
Paid
|
Name and
Position
|
|
the Fiscal Year
Ended
|
|
to Directors For
Calendar
|
with each Fund
|
|
October 31, 2012
|
|
Year Ended December 31, 2012
|
Independent
Directors
|
|
|
|
|
Faith Colish
|
|
|
|
|
Director
|
|
$18,162
|
|
$160,000
|
Martha C.
Goss
|
|
|
|
|
Director
|
|
$17,025
|
|
$150,000
|
Michael M. Knetter
|
|
|
|
|
Director
|
|
$18,162
|
|
$160,000
|
Howard A.
Mileaf
|
|
|
|
|
Director
|
|
$18,121
|
|
$160,000
|
George W. Morriss
|
|
|
|
|
Director
|
|
$18,162
|
|
$160,000
|
Tom D. Seip
|
|
|
|
|
Chairman of the
Board
|
|
|
|
|
and Director
|
|
$21,003
|
|
$185,000
|
Candace L. Straight
|
|
|
|
|
Director
|
|
$18,162
|
|
$160,000
|
Peter P.
Trapp
|
|
|
|
|
Director
|
|
$19,298
|
|
$170,000
|
Directors who are
Interested Persons
|
|
|
Joseph V.
Amato
|
|
|
|
|
Director
|
|
$0
|
|
$0
|
Robert Conti
|
|
|
|
|
President, Chief Executive
|
|
|
|
|
Officer and Director
|
|
$0
|
|
$0
|
Jack L.
Rivkin
|
|
|
|
|
Director
|
|
$18,612
|
|
$160,000
|
For serving as a trustee/director of
the funds in the Neuberger Berman fund family, each Independent Director and
each Director who is an interested person within the meaning of the 1940 Act
but not an employee of NB Management or its affiliates receives an annual
retainer of $125,000, paid quarterly, and a fee of $12,500 for each of the four
regularly scheduled meetings he or she attends in-person or by telephone. For
any additional special in-person or telephonic meeting of the Board, the
Governance and Nominating Committee will determine whether a fee is warranted.
To compensate for the additional time commitment, the Chair of each Committee
receives $12,500 per year. No additional compensation is provided for service on
a Board committee. The Chair who is also an Independent Director receives an
additional $45,000 per year.
23
The Neuberger Berman funds reimburse
Independent Directors for their travel and other out-of-pocket expenses related
to attendance at Board meetings. The Independent Director compensation is
allocated to each fund in the Neuberger Berman fund family based on a method the
Board finds reasonable.
An Independent Director who retired
before July 1, 2012 was eligible to elect Director Emeritus status upon his or
her retirement if he or she had served for a minimum of 15 years or reached the
age of 70 years at his or her last birthday. This policy provides a means to
retain access to the valuable experience and substantial institutional knowledge
of, and certain ongoing services from, Independent Directors who have retired
from the Board. A Director Emeritus receives a payment for a period of three
years according to the following schedule: for the first year, an amount equal
to three-fourths of the annual retainer and regular meeting fees in effect at
the time of his or her retirement (Compensation at Retirement) assuming six
regular meetings; for the second year, an amount equal to one-half of the
Compensation at Retirement; and for the third year, an amount equal to
one-fourth of the Compensation at Retirement. A Director Emeritus may attend
Board or Committee meetings and will be reimbursed for out-of-pocket expenses
related to such attendance. The Director Emeritus compensation is allocated to
each fund in the fund family based on a method the Board of Directors finds
reasonable. To continue serving as a Director Emeritus, an individual must
continue to qualify as independent for purposes of the 1940 Act, and shall
continue to be subject to the restrictions of the Code of Ethics and
requirements under the Board governance policies to pre-clear any trades in
shares of a closed-end fund in the fund family (or derivatives relating to the
shares). A Director Emeritus does not have the power to vote but may be
consulted regarding matters involving the Funds.
Vote Required
With respect to each Fund, Jack L.
Rivkin and Tom D. Seip each must be elected by vote of the holders of a majority
of the Funds outstanding shares of common stock and preferred stock, voting
together. With respect to each Fund, George W. Morriss must be elected by vote
of the holders of a majority of each Funds outstanding shares of preferred
stock, voting separately from the holders of the shares of common
stock.
THE DIRECTORS OF EACH FUND
UNANIMOUSLY
RECOMMEND THAT YOU VOTE FOR EACH NOMINEE.
24
INFORMATION ON THE FUNDS INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM
Ernst & Young LLP (Ernst &
Young) audited the financial statements for the fiscal year ended October 31,
2012 for each Fund. Ernst & Young, 200 Clarendon Street, Boston, MA 02116,
serves as the independent registered public accounting firm for each Fund and
provides audit services, tax compliance services and assistance and consultation
in connection with the review of each Funds filings with the SEC. In the
opinion of each Audit Committee, the services provided by Ernst & Young are
compatible with maintaining the independence of the respective Funds
independent registered public accounting firm. Each Board has selected Ernst
& Young as the independent registered public accounting firm for the
respective Fund for the fiscal year ending October 31, 2013. Ernst & Young
has served as each Funds independent registered public accounting firm since
the Funds inception. Ernst & Young has informed the Funds that it has no
material direct or indirect financial interest in any Fund.
Representatives of Ernst & Young
are not expected to be present at the Meeting
but have been given the opportunity to make a
statement if they so desire and will be available should any matter arise
requiring their presence.
FEES BILLED BY INDEPENDENT REGISTERED
PUBLIC
ACCOUNTING FIRM
Audit Fees
The aggregate fees billed by Ernst
& Young for the audit of the annual financial statements or services that
are normally provided in connection with statutory and regulatory filings or
engagements of the Funds for the fiscal years ended October 31, 2011 and October
31, 2012 are as shown in the table below.
|
|
Audit
Fees Billed
|
|
|
Fiscal
Year
|
|
Fiscal
Year
|
|
|
Ended
|
|
Ended
|
Fund
|
|
10/31/11
|
|
10/31/12
|
Neuberger Berman High
Yield Strategies Fund Inc.
|
|
$46,250
|
|
$49,750
|
Neuberger Berman Real Estate Securities
Income Fund Inc.
|
|
$41,000
|
|
$42,200
|
Neuberger Berman
California Intermediate Municipal Fund Inc.
|
|
$40,225
|
|
$45,225
|
Neuberger Berman Intermediate Municipal
Fund Inc.
|
|
$40,225
|
|
$45,225
|
Neuberger Berman New York Intermediate
Municipal Fund Inc.
|
|
$40,225
|
|
$45,225
|
25
Audit-Related Fees
The aggregate audit-related fees
billed by Ernst & Young for the fiscal years ended October 31, 2011 and
October 31, 2012 are as shown in the table below. The nature of the services
provided involved agreed-upon procedures relating to the preferred
stock.
|
Audit-Related Fees Billed
|
|
Fiscal
Year
|
|
Fiscal
Year
|
|
Ended
|
|
Ended
|
Fund
|
10/31/11
|
|
10/31/12
|
Neuberger Berman High
Yield Strategies Fund Inc.
|
$
|
13,000
|
|
|
$
|
0
|
|
Neuberger Berman Real Estate Securities
Income Fund Inc.
|
$
|
6,650
|
|
|
$
|
0
|
|
Neuberger Berman
California Intermediate Municipal Fund Inc.
|
$
|
6,650
|
|
|
$
|
6,650
|
|
Neuberger Berman Intermediate Municipal
Fund Inc.
|
$
|
6,650
|
|
|
$
|
6,650
|
|
Neuberger Berman New York Intermediate Municipal
Fund Inc.
|
$
|
6,650
|
|
|
$
|
6,650
|
|
Tax Fees
The aggregate fees billed by Ernst
& Young for the years ended October 31, 2011 and October 31, 2012 are as
shown in the table below. The nature of the services provided comprised tax
compliance including preparation of the Federal and State tax extensions and tax
returns, review of annual excise tax calculations, and preparation of Form 8613.
In addition, assistance with identification of Passive Foreign Investment
Companies (PFICS), assistance with determination of various foreign withholding
taxes, and assistance with Internal Revenue Code and tax regulation requirements
for fund investments.
|
Tax Fees
Billed
|
|
Fiscal
Year
|
Fiscal
Year
|
|
Ended
|
Ended
|
Fund
|
10/31/11
|
10/31/12
|
Neuberger Berman High
Yield Strategies Fund Inc.
|
$
|
9,500
|
|
$
|
10,100
|
|
Neuberger Berman Real Estate Securities
Income Fund Inc.
|
$
|
10,250
|
|
$
|
10,850
|
|
Neuberger Berman
California Intermediate Municipal Fund Inc.
|
$
|
10,250
|
|
$
|
10,850
|
|
Neuberger Berman Intermediate Municipal
Fund Inc.
|
$
|
10,250
|
|
$
|
10,850
|
|
Neuberger Berman New York Intermediate Municipal
Fund Inc.
|
$
|
10,250
|
|
$
|
10,850
|
|
26
All Other Fees
Aggregate fees billed by Ernst &
Young during the years ended October 31, 2011 and October 31, 2012 for services
provided to the Funds other than those reported in Audit Fees, Audit-Related
Fees and Tax Fees, are as shown in the table below.
|
|
All
Other Fees
|
|
|
Fiscal
Year
|
|
Fiscal
Year
|
|
|
Ended
|
|
Ended
|
Fund
|
|
10/31/11
|
|
10/31/12
|
Neuberger Berman High
Yield Strategies Fund Inc.
|
|
$0
|
|
$0
|
Neuberger Berman Real Estate Securities
Income Fund Inc.
|
|
$0
|
|
$0
|
Neuberger Berman
California Intermediate Municipal Fund Inc.
|
|
$0
|
|
$0
|
Neuberger Berman Intermediate Municipal
Fund Inc.
|
|
$0
|
|
$0
|
Neuberger Berman New York Intermediate
Municipal Fund Inc.
|
|
$0
|
|
$0
|
Non-Audit Fees
Aggregate fees billed by Ernst &
Young during the years ended October 31, 2011 and October 31, 2012 for non-audit
services to the Funds, NB Management, NB LLC, NBFI and any entity controlling,
controlled by or under common control with NB Management, NB LLC or NBFI that
provides ongoing services to the Funds are as shown in the table
below.
|
|
Aggregated Non-Audit Fees
|
|
|
Fiscal
Year
|
|
Fiscal
Year
|
|
|
Ended
|
|
Ended
|
Fund
|
|
10/31/11
|
|
10/31/12
|
Neuberger Berman High
Yield Strategies Fund Inc.
|
|
$22,500
|
|
$10,100
|
Neuberger Berman Real Estate Securities
Income Fund Inc.
|
|
$16,900
|
|
$10,850
|
Neuberger Berman
California Intermediate Municipal Fund Inc.
|
|
$16,900
|
|
$10,850
|
Neuberger Berman Intermediate Municipal
Fund Inc.
|
|
$16,900
|
|
$10,850
|
Neuberger Berman New York Intermediate
Municipal Fund Inc.
|
|
$16,900
|
|
$10,850
|
Audit Committees Pre-Approval
Policies and Procedures
Each Audit Committees pre-approval
policies and procedures for its Fund to engage an accountant to render audit and
non-audit services delegate to each member of the Committee the power to
pre-approve services between meetings of the Committee.
Each Audit Committee has considered
these fees and the nature of the services rendered, and has concluded that they
are compatible with maintaining the independence of Ernst & Young. The Audit
Committees did not approve any of the services described above pursuant to the
de minimis exceptions set forth in Rule 2-01(c)(7)(i)(C) and Rule
2-01(c)(7)(ii) of Regulation S-X. Ernst & Young did not provide any
audit-related services, tax services or other non-audit services
27
to NB Management, NB LLC, NBFI and any
entity controlling, controlled by or under common control with NB Management, NB
LLC or NBFI that provides ongoing services to a Fund that the Audit Committees
were required to approve pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X. Each
Audit Committee considered whether the provision of non-audit services rendered
to NB Management, NB LLC, NBFI and any entity controlling, controlled by, or
under common control with NB Management, NB LLC or NBFI that provides ongoing
services to a Fund that were not pre-approved by the Audit Committee because the
engagement did not relate directly to the operations and financial reporting of
the Fund is compatible with maintaining E&Ys independence.
GENERAL INFORMATION
Ownership of Shares
As of June 30, 2013, no Fund knows
of any person who owns beneficially more than 5% of its outstanding shares of
common stock or preferred stock other than those listed below.
|
|
|
|
|
|
Amount of
|
|
|
|
|
|
|
Name and Address of
|
|
Beneficial
|
|
Percent
|
Fund
|
|
Class
|
|
Beneficial
Owner
|
|
Ownership
|
|
of
Class
|
Neuberger Berman
California
Intermediate Municipal
Fund Inc.
|
|
Common
|
|
First Trust
Portfolios L.P.
First Trust Advisors L.P.
The Charger
Corporation
120 East Liberty Drive,
Suite 400
Wheaton, IL
60187
|
|
732,290
|
|
13.29%
(1)
|
Neuberger Berman
California
Intermediate Municipal
Fund Inc.
|
|
Preferred
|
|
Bank of America
Corporation
Bank of America
Corporate Center
100 North Tryon
Street
Charlotte, NC 28255
Bank of America, N.A.
101
South Tryon Street
Charlotte, NC 28255
Blue Ridge Investments,
L.L.C.
214 North Tryon Street
Charlotte, NC
28255
|
|
1,132
|
|
48.0%
(2)
|
|
|
Preferred
|
|
UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich,
Switzerland
|
|
187
|
|
7.92%
(3)
|
28
|
|
|
|
|
|
Amount of
|
|
|
|
|
|
|
Name and Address of
|
|
Beneficial
|
|
Percent
|
Fund
|
|
Class
|
|
Beneficial
Owner
|
|
Ownership
|
|
of
Class
|
Neuberger Berman High
Yield
Strategies Fund Inc.
|
|
Common
|
|
First Trust Portfolios
L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East
Liberty Drive,
Suite 400
Wheaton, IL 60187
|
|
4,496,349
|
|
23.06%
(4)
|
|
|
Common
|
|
Claymore Securities
Defined
Portfolios, Series 378, 434, 465,
509, 572, 575, 613, 651,
652, 661,
664, 683, 696, 701, 713 and 717
Guggenheim Defined
Portfolios,
Series 749, 754, 761, 776, 777,
789, 800 and
810
Guggenheim Funds
Distributors,
Inc. as Sponsor
for the Filing Entities
2455 Corporate West
Drive
Lisle, IL 60532
|
|
1,095,669
|
|
5.64%
(5)
|
Neuberger Berman High
Yield
Strategies Fund Inc.
|
|
Preferred
|
|
Metropolitan Life
Insurance
Company
10 Park Avenue
Morristown, NJ 07962
|
|
1,087
|
|
100%
(6)
|
Neuberger Berman
Intermediate
Municipal Fund Inc
|
|
Common
|
|
First Trust Portfolios
L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East
Liberty Drive,
Suite 400
Wheaton, IL 60187
|
|
2,284,937
|
|
12.22%
(10)
|
Neuberger Berman
Intermediate
Municipal Fund Inc.
|
|
Preferred
|
|
Bank of America
Corporation
Bank of America
Corporate Center
100 North Tryon
Street
Charlotte, NC 28255
Bank of America, N.A.
101 South Tryon Street
Charlotte, NC 28255
Blue Ridge Investments,
L.L.C.
214 North Tryon Street
Charlotte, NC 28255
|
|
3,790
|
|
52.8%
(5)
|
|
|
Preferred
|
|
Karpus Management, Inc.
183
Sullys Trail
Pittsford, NY 14534
|
|
596
|
|
8.31%
(11)
|
|
|
Preferred
|
|
UBS
AG
Bahnhofstrasse 45
PO
Box CH-8021
Zurich, Switzerland
|
|
555
|
|
7.73%
(7)
|
29
|
|
|
|
|
|
Amount of
|
|
|
|
|
|
|
Name and Address of
|
|
Beneficial
|
|
Percent
|
Fund
|
|
Class
|
|
Beneficial
Owner
|
|
Ownership
|
|
of
Class
|
Neuberger Berman
New
York Intermediate Municipal
Fund Inc.
|
|
Common
|
|
First Trust Portfolios
L.P.
120 East Liberty Drive,
Suite 400
Wheaton, Illinois
60187
First Trust Advisors L.P.
120
East Liberty Drive,
Suite 400
Wheaton, Illinois 60187
The Charger Corporation
120
East Liberty Drive,
Suite 400
Wheaton, Illinois 60187
|
|
392,409
|
|
7.76%
(9)
|
Neuberger Berman New
York
Intermediate Municipal
Fund Inc.
|
|
Preferred
|
|
Bank of America
Corporation
Bank of America
Corporate Center
100 North Tryon
Street
Charlotte, NC 28255
Bank of America, N.A.
101
South Tryon Street
Charlotte, NC 28255
Blue Ridge Investments, L.L.C.
214 North Tryon Street
Charlotte, NC 28255
|
|
1,371
|
|
71.0%
(5)
|
|
|
Preferred
|
|
Karpus Management, Inc.
183
Sullys Trail
Pittsford, NY 14534
|
|
327
|
|
16.94%
(8)
|
Neuberger Berman Real
Estate
Securities Income Fund Inc.
|
|
Common
|
|
First Trust Portfolios
L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East
Liberty Drive,
Suite 400
Wheaton, IL 60187
|
|
3,446,774
|
|
6.18%
(12)
|
Neuberger Berman Real
Estate
Securities Income Fund Inc.
|
|
Preferred
|
|
Sun Life Insurance and
Annuity
Company of New York
One Grand
Central Place
60 East 42nd Street, Suite 1115
New York, NY
10165
|
|
840
|
|
84%
(13)
|
|
|
Preferred
|
|
Sun Life Assurance
Company of
Canada
1 Sun Life Executive Park
SC 1303
Wellesley Hills, MA
02481
|
|
160
|
|
16%
(14)
|
(1)
|
Based on an amended Schedule 13G
filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The
Charger Corporation on January 25, 2013.
|
|
|
(2)
|
Based on a Schedule 13D filed by
Bank of America Corporation, Bank of America, N.A. and Blue Ridge
Investments, L.L.C. filed on January 11, 2011.
|
30
(3)
|
Based on Schedule 13G filed by
UBS AG on February 10, 2009.
|
|
|
(4)
|
Based on an amended Schedule 13G
filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The
Charger Corporation on February 7, 2013.
|
|
(5)
|
Based on an amended Schedule 13G
filed by Guggenheim Funds Distributors, Inc. as Sponsor for the Filing
Entities on February 3, 2012 for Neuberger Berman High Yield Strategies
Fund (a predecessor of Neuberger Berman High Yield Strategies Fund
Inc.).
|
|
(6)
|
Based on two amended Form 3s
filed by Metropolitan Life Insurance Company on November 21, 2008 for
Neuberger Berman High Yield Strategies Fund and Neuberger Berman Income
Opportunity Fund Inc. (each, a predecessor of Neuberger Berman High Yield
Strategies Fund Inc.).
|
|
(7)
|
Based on an amended Schedule 13G
filed by UBS AG on January 14, 2011.
|
|
(8)
|
Based on a Schedule 13G filed by
Karpus Management, Inc. on January 4, 2013.
|
|
(9)
|
Based on a Schedule 13G filed by
First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger
Corporation on January 24, 2013.
|
|
(10)
|
Based on an amended Schedule 13G
filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The
Charger Corporation on January 31, 2013.
|
|
(11)
|
Based on a Schedule 13G filed by
Karpus Management, Inc. on February 14, 2013.
|
|
(12)
|
Based on an amended Schedule 13G
filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The
Charger Corporation on January 31, 2013.
|
|
(13)
|
Based on amended Form 3 filed by
Sun Life Insurance and Annuity Company of New York on September 27,
2012.
|
|
(14)
|
Based on Form 3 filed by Sun Life
Assurance Company of Canada on September 27,
2012.
|
In addition, the Directors and
officers of each Fund, in the aggregate, owned less than 1% of each class of the
Funds outstanding shares of stock as of June 30, 2013.
Payment of Solicitation
Expenses
Solicitation is made primarily by
the mailing of this Proxy Statement and the accompanying proxy card(s).
Supplementary solicitations may be made by mail, telephone and electronic
transmission or in person by regular employees of NB Management, affiliates of
NB Management or other representatives of the Funds. NB Management serves as
each Funds investment manager and administrator. In addition, each Fund has
engaged Okapi Partners, a proxy solicitation firm, to assist in the solicitation
of proxies. All expenses in connection with preparing this Proxy Statement and
its enclosures, and additional solicitation expenses including reimbursement of
brokerage firms and others for their expenses in forwarding proxy solicitation
material to the beneficial owners of shares of stock, will be borne by the
Funds.
31
Other Matters to Come Before the
Meeting
The Funds do not know of any matters
to be presented at the Meeting other than those described in this Proxy
Statement. If other business should properly come before the Meeting, the proxy
holders will vote on it in accordance with their best judgment for those shares
they are authorized to vote. However, any proposal submitted to a vote at the
Meeting by anyone other than the officers or Directors of the Funds may be voted
only in person or by written proxy.
Stockholder Proposals
Each Funds By-laws require
stockholders wishing to nominate Directors or make proposals to be voted on at
the Funds annual meeting to provide notice of the nominations or proposals in
writing delivered or mailed by first class United States mail, postage prepaid,
to the Secretary of the Fund. To be valid, the notice must include all of the
information specified in the applicable Funds By-laws. Stockholder proposals
meeting tests contained in the SECs proxy rules may, under certain conditions,
be included in a Funds proxy material for a particular annual stockholder
meeting. Proposals submitted for inclusion in a Funds proxy material for the
2014 annual meeting must be received by the Secretary on or before March 31,
2014. The fact that the Funds receive a stockholder proposal in a timely manner
does not ensure its inclusion in its proxy material, since there are other
requirements in the proxy rules relating to such inclusion.
Stockholders who wish to make a
proposal that would not be included in a Funds proxy materials or to nominate a
person or persons as a Director at a Funds 2014 annual meeting must ensure that
the proposal or nomination is delivered to the Secretary no earlier than March
1, 2014 and no later than March 31, 2014. However, if the date of the mailing of
the notice for the annual meeting is advanced or delayed by more than thirty
days from the anniversary date of the mailing of this years notice for the
annual meeting or a special meeting of stockholders is held, notice by the
stockholders to be timely must be delivered no earlier than the 120th day prior
to the date of such meeting, and no later than the later to occur of (i) the
90th day prior to the date of such meeting or (ii) the 10th day following the
day on which public announcement of the date of such meeting is first made by
the Fund. The proposal or nomination must be in good order and in compliance
with all applicable legal requirements, including the requirements set forth in
each Funds By-laws. The Chairman of the Meeting may refuse to acknowledge a
nomination or other proposal by a stockholder that is not made in the manner
described above.
Notice to Banks, Broker-Dealers and
Voting Directors and their Nominees
Please advise the Funds, c/o
Secretary, 605 Third Avenue, New York, New York 10158, whether other persons are
beneficial owners of shares of Fund stock for which proxies are being solicited
and, if so, the number of copies of the Proxy Statement to supply copies to the
beneficial owners of these shares.
32
Investment Manager, Sub-Adviser and
Administrator
NB Management
serves as the investment manager and administrator to each Fund. NB Management
provides investment management and advisory services to private accounts of
institutional and individual clients and to mutual funds. NB Management is
located at 605 Third Avenue, New York, New York 10158-0180. NB Management
retains NB LLC, 605 Third Avenue, New York, New York 10158-3698, as sub-adviser
with respect to Neuberger Berman California Intermediate Municipal Fund Inc.,
Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman New York
Intermediate Municipal Fund Inc. and Neuberger Berman Real Estate Securities
Income Fund Inc. and retains NBFI, 200 South Wacker Drive, Suite 2100, Chicago,
IL 60601, as sub-adviser with respect to Neuberger Berman High Yield Strategies
Fund Inc. Collectively, the investment manager and the sub-advisers are referred
to herein as Neuberger Berman. As of June 30, 2013, Neuberger Berman
affiliates had approximately $214 billion in assets under management.
VOTING INFORMATION
Voting Rights
The close of business on July 19, 2013, has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meeting (Record Date). On that date, each Fund had the following number of
shares of common stock and preferred stock outstanding and entitled to
vote:
|
|
Shares
of
|
|
Shares
of
|
|
|
Common
|
|
Preferred
|
|
|
Stock
|
|
Stock
|
Fund
|
|
Outstanding
|
|
Outstanding
|
Neuberger Berman High
Yield Strategies Fund Inc.
|
|
19,540,584.961
|
|
1,087
|
Neuberger Berman Real Estate Securities
Income Fund Inc.
|
|
55,787,846
|
|
1,000
|
Neuberger Berman
California Intermediate Municipal Fund Inc.
|
|
5,532,664.81
|
|
2,360
|
Neuberger Berman Intermediate Municipal
Fund Inc.
|
|
18,762,154
|
|
7,176
|
Neuberger Berman New York Intermediate Municipal
Fund Inc.
|
|
5,075,417
|
|
1,930
|
Holders of each Funds outstanding shares of common and preferred stock
will vote together as a single class to elect two Class II Directors. As
described herein under the section entitled Proposal 1: Election of Directors,
holders of the shares of preferred stock of each Fund will vote separately from
holders of the shares of common stock to elect one additional Class II Director.
As to any other business that may properly come before the Meeting, holders of
each Funds shares of common stock and preferred stock may vote together as a
single class or separately, depending on the requirements of the 1940 Act, the
Maryland General Corporation Law (MGCL) and a Funds charter with respect to
said item of business. Each full share of a Funds common stock or preferred
stock is entitled to one vote and each fractional share of a Funds common stock
or preferred stock is entitled to a proportionate share of one vote.
33
If the
enclosed proxy card is properly executed and returned in time to be voted at the
Meeting, the shares represented by the proxy card will be voted in accordance
with the instructions marked on the proxy card. If no instructions are specified
on a proxy card, shares will be voted FOR the election of each nominee for
Director and FOR, ABSTAIN, or AGAINST any other matters acted upon at the
Meeting in the discretion of the persons named as proxies. Any stockholder who
has given a proxy has the right to revoke it any time prior to its exercise by
attending the Meeting and voting his or her shares in person, or by submitting a
letter of revocation or a later-dated proxy card to the Fund at the address
indicated on the enclosed envelope provided with this Proxy Statement. Any
letter of revocation or later-dated proxy card must be received by the Fund
prior to the Meeting and must indicate your name and account number to be
effective. Proxies voted by telephone or Internet may be revoked at any time
before they are voted at the Meeting in the same manner that proxies voted by
mail may be revoked.
The Funds expect that broker-dealer firms holding shares of the Funds
stock in street name for the benefit of their customers and clients will
request the instructions of such customers and clients on how to vote their
shares on the election of Directors. The Funds understand that, under the rules
of the NYSE and NYSE MKT, such broker-dealers may grant authority to the proxies
designated by the Funds to vote on the election of Directors for the Funds if no
instructions have been received prior to the date specified in the broker-dealer
firms request for voting instructions. Certain broker-dealer firms may exercise
discretion over shares held in their names for which no instructions are
received by voting such shares in the same proportion as they have voted shares
for which they have received instructions.
In tallying stockholder votes, proxies that reflect abstentions or
broker non-votes (shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners or the persons entitled to
vote and either (i) the broker or nominee does not have discretionary voting
power or (ii) the broker or nominee returns the proxy but expressly declines to
vote on a particular matter) will be counted as shares that are present and
entitled to vote for purposes of determining the presence of a quorum and
effectively will be a vote against the election of Directors.
For situations in which advisers have proxy voting discretion, they will
vote the Proposals in accordance with their proxy voting policies. Generally,
this means that they will follow a third-party proxy voting providers
recommendation, however, they have the ability to vote contrary to the
recommendation in certain circumstances.
Proxy solicitations will be made primarily by mail, but may also be made
by telephone, electronic transmissions or personal meetings with officers and
employees of NB Management, affiliates of NB Management or other representatives
of the Funds. Proxy solicitations may also be made by Okapi Partners.
34
Quorum; Adjournment
A quorum with
respect to a Fund is constituted by one-third of the Funds shares outstanding
and entitled to vote at the Meeting, present in person or by proxy. If a quorum
is not present at a Funds Meeting, the persons named as proxies may propose one
or more adjournments of such Meeting to permit further solicitation of proxies.
Subject to the rules established by the Chairman of the Meeting, the holders of
a majority of the shares entitled to vote at the Meeting and present in person
or by proxy may vote to adjourn, or, if no stockholder entitled to vote is
present in person or by proxy, any officer present entitled to preside or act as
secretary of the Meeting may adjourn the Meeting. In the former case, the
persons named as proxies will vote those proxies that they are entitled to vote
FOR or AGAINST any proposal and those proxies they are required to
WITHHOLD on all nominees in their discretion. If a quorum is present at the
Meeting, the Chairman of the Meeting may adjourn the Meeting if sufficient votes
to approve a Proposal are not received or for any other purpose. A stockholder
vote may be taken on the nominations in this Proxy Statement prior to any such
adjournment if sufficient votes have been received and it is otherwise
appropriate. Each Board also may postpone the Meeting of stockholders prior to
the Meeting with notice to the stockholders entitled to vote at or to receive
notice of the Meeting.
Vote Required
With respect to each Fund, Jack L. Rivkin and Tom D. Seip each must be
elected by vote of the holders of a majority of the Funds outstanding shares of
common stock and preferred stock, voting together. With respect to each Fund,
George W. Morriss must be elected by vote of the holders of a majority of each
Funds outstanding shares of preferred stock, voting separately from the holders
of the shares of common stock. With respect to other items of business (and the
Funds are not currently aware of any other items to be brought before the
Meeting), the necessary affirmative vote will depend on the requirements of the
1940 Act, the MGCL and the Funds charter with respect to said item of
business.
To assure the presence of a quorum at the Meeting, please promptly
execute and return the enclosed proxy. A self-addressed, postage-paid envelope
is enclosed for your convenience. Alternatively, you may vote by telephone or
through the Internet at the number or website address printed on the enclosed
proxy card.
By order of each
Board,
|
|
|
|
Claudia A. Brandon
Secretary
of the Funds
|
July 29, 2013
35
EXHIBIT A
Audit Committee Report
Neuberger Berman California
Intermediate Municipal Fund Inc.
Neuberger Berman High Yield Strategies Fund
Inc.
Neuberger Berman Intermediate
Municipal Fund Inc.
Neuberger Berman New York Intermediate Municipal Fund
Inc.
Neuberger Berman Real Estate
Securities Income Fund Inc.
(Collectively, the Funds)
The Audit
Committees of the Boards of Directors of the Funds operate pursuant to a
Charter, which sets forth the role of the Audit Committee in each Funds
financial reporting process. Pursuant to the Charter, and in accordance with
Rule 32a-4 under the Investment Company Act of 1940, as amended, the role of
each Funds Audit Committee is to oversee the Funds accounting and financial
reporting processes and the quality and integrity of the Funds financial
statements and the independent audit of those financial statements. Each Funds
Committee is responsible for, among other things, recommending the initial and
ongoing engagement of the independent auditors and reviewing with the Funds
independent auditors the scope and results of the Funds annual audit. Fund
management is responsible for the preparation, presentation and integrity of the
Funds financial statements and for the procedures designed to assure compliance
with accounting standards and applicable laws and regulations. The independent
auditors for the Funds are responsible for planning and carrying out proper
audits and reviews.
The Audit Committees met on December 12, 2012 to review the Funds
audited financial statements for the fiscal year ended October 31, 2012. In
performing this oversight function, the Audit Committees have reviewed and
discussed the audited financial statements with the Funds management and their
independent auditors, Ernst & Young LLP (E&Y). The Audit Committees
have discussed with E&Y the matters required to be discussed by Statement on
Auditing Standards No. 61 and have received the written disclosures and the
letter from E&Y required by the applicable requirements of the Public
Company Accounting Oversight Board regarding independent accountant
communications with audit committees concerning the accountants independence.
The Audit Committees also have discussed with E&Y its
independence.
The members of the Audit Committees are not employed by the Funds as
experts in the fields of auditing or accounting and are not employed by the
Funds for accounting, financial management or internal control purposes. Members
of the Audit Committees rely without independent verification on the information
provided and the representations made to them by management and
E&Y.
A-1
Based upon
this review and related discussions, and subject to the limitation on the role
and responsibilities of the Audit Committee set forth above and in the Charter,
the Audit Committee of each Fund recommended to its Board of Directors that the
audited financial statements be included in the Funds Annual Report to
Stockholders for the fiscal year ended October 31, 2012.
The members of the Audit Committees are listed below. Each has been
determined to meet the independence requirements of NYSE MKT.
Martha C. Goss (Vice Chair)
George
W. Morriss (Chair)
Tom D. Seip
Candace L. Straight
December 12, 2012
A-2
|
|
Neuberger Berman Management
LLC
|
605 Third Avenue, 2nd
floor
|
New York, New York
10158-0180
|
|
www.nb.com
|
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