Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

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

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

 

Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]
Check the appropriate box:
[  ]		Preliminary Proxy Statement
[  ]		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[  ]		Definitive Proxy Statement
[X]		Definitive Additional Materials
[  ]		Soliciting Material Pursuant to §240.14a-12

 

	Neuberger Berman Municipal Fund Inc.
	(Name of Registrant as Specified In Its Charter)
	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):
[X]		No fee required.
[  ]		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		1)		Title of each class of securities to which transaction applies:
		2)		Aggregate number of securities to which transaction applies:
		3)		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):
		4)		Proposed maximum aggregate value of transaction:
		5)		Total fee paid:
[  ]		Fee paid previously with preliminary materials.
[  ]		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.
		1)		Amount Previously Paid:
		2)		Form, Schedule or Registration Statement No.:
		3)		Filing Party:
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NBH INCREASES ITS DISTRIBUTION RATE

Monthly Distribution per Share	Annualized Distribution per Share	% Change from Prior Distribution
$0.05417	$0.65	43.5%

VOTE THE ENCLOSED WHITE PROXY CARD IN SUPPORT OF

THE CURRENT DIRECTORS WHO CONSISTENTLY ACT IN THE

BEST INTERESTS OF ALL STOCKHOLDERS

YOU NEED TO TAKE ACTION TO DEFEND YOUR INVESTMENT

•

The Board of your Fund approved a new monthly distribution rate that represents an annualized distribution of $0.65 per share and determined it is in the best interests of the Fund and its stockholders to pay a higher distribution rate, even if that distribution represents a combination of net investment income, capital gains and return of capital.

•	The incumbent Board nominees are experienced, knowledgeable, and focused on enhancing the value of your investment.

•	The Board of your Fund is committed to creating sustainable, long-term performance in pursuit of your Fund’s stated investment objective for all stockholders.

•	Saba Capital Master Fund Ltd. (“Saba”), an opportunistic hedge fund, has submitted a nominee for election as a director on your Fund’s Board.

•	Your Fund’s Board believes that Saba is focused only on its own interests, not the interests of all stockholders.

•	Unlike prior years, stockholders may receive multiple proxy cards this year. It is important that you vote and return all WHITE proxy cards and DO NOT return any GOLD proxy card(s) sent by Saba.

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We Plan to Vigorously Defend YOUR FUND!

_______________________________

Your Fund has retained EQ Fund Solutions, (“EQ”) as its proxy solicitor.  If representatives of EQ call you, they will clearly identify themselves as the proxy solicitor for the Fund.

We urge you to VOTE FOR THE RE-ELECTION OF YOUR FUND'S NOMINEES (PROPOSAL 1) by filling out and signing the enclosed WHITE PROXY CARD and returning it to us in the enclosed postage-paid envelope or voting online or by phone using the instructions on the WHITE PROXY CARD.  Do not vote for the Saba nominee or sign or return any proxy card sent to you by Saba.

YOUR FUND NEEDS ALL OF ITS STOCKHOLDERS TO VOTE – NOT VOTING HELPS DISSIDENT SABA AND WE BELIEVE WILL NEGATIVELY IMPACT THE LONG-TERM PROSPECTS OF THE FUND.

PLEASE DO NOT SEND BACK SABA'S GOLD PROXY CARD, even to withhold votes on Saba’s nominee, as this may cancel any prior vote for your Fund's nominees.  If you have already returned Saba’s gold proxy card, you can still support your Board and your Fund by returning the enclosed WHITE PROXY CARD.  Only your latest dated proxy card submission will count.

If you have any questions, please contact our proxy solicitor:

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