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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Neuberger Berman Municipal Fund Inc | AMEX:NBH | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.01 | 0.10% | 10.09 | 10.10 | 10.06 | 10.06 | 65,472 | 21:15:12 |
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Sincerely, |
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Joseph V. Amato
President and CEO
Neuberger Berman California Municipal Fund Inc.
Neuberger Berman Municipal Fund Inc.
Neuberger Berman New York Municipal Fund Inc.
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A. |
You are receiving the Joint Proxy Statement/Prospectus as a holder of shares of common stock of Neuberger Berman California Municipal Fund Inc. (“California Municipal” or a “Target Fund”), Neuberger
Berman New York Municipal Fund Inc. (“New York Municipal” or a “Target Fund”) or Neuberger Berman Municipal Fund Inc. (the “Acquiring Fund” and together with the Target Funds, the “Funds” or each individually, a “Fund”) in connection
with the solicitation of proxies by each Fund’s Board of Directors (each, a “Board” and collectively, the “Boards”, and each Director, a “Board Member”) for use at the joint special meeting of stockholders of the Funds (the “Meeting”).
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•
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(Common and preferred stockholders of each Target Fund) to approve an Agreement and Plan of Reorganization (the “Agreement”) pursuant to which the proposed combination of the Target Fund and the Acquiring Fund (each, a
“Reorganization” and together, the “Reorganizations”) will be effected; and
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•
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(Common and preferred stockholders of the Acquiring Fund) to approve each Agreement with respect to the relevant Reorganization and the related issuance of additional shares of common stock of the Acquiring Fund pursuant to such
Agreement..
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A. |
Neuberger Berman Investment Advisers LLC (“NBIA”), the Funds’ investment adviser, recommended the Reorganization proposals to the Funds’ Boards as it believes, including for reasons noted below, that the transactions would be in the
best interest of each Fund and each Fund’s stockholders. Each Fund’s Board, including the Directors who are not “interested persons” of any of the respective Funds (as defined in Section 2(a)(19) of the Investment Company Act of 1940,
as amended (the “Independent Directors”), considered its Fund’s Reorganization(s) and determined that the Reorganization(s) would be in the best interests of its Fund and that the interests of the stockholders of each Fund will not be
diluted with respect to net asset value (“NAV”) as a result of the Reorganization(s). Based on information provided by NBIA, each Target Fund’s Board believes that its Fund’s proposed Reorganization may benefit the stockholders of its
Fund in a number of ways, including, among other things:
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•
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The potential for higher common stock net earnings and distribution levels and increased tax-equivalent yields following the proposed Reorganization;
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•
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The potential for greater secondary market liquidity and improved secondary market trading for shares of common stock of Acquiring Fund as a result of the combined fund’s greater share volume;
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•
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The potential for increased demand in the secondary market for shares of common stock of the combined fund, which could result in a narrower trading discount;
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•
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Increased portfolio and leverage management flexibility, including optionality in alternative leverage structures, due to the larger asset base of the combined fund and the Acquiring Fund’s national mandate; and
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•
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Lower net operating expenses as certain fixed costs are spread over a larger asset base.
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A. |
Each Fund has one series (Series A) of Variable Rate Municipal Term Preferred Shares (“VMTPS”) outstanding. The Acquiring Fund’s VMTPS are expected to remain outstanding following the Reorganizations. Upon the closing of each
Reorganization, holders of any outstanding VMTPS of the Target Funds will receive, on a one-for-one basis, newly issued VMTPS of the Acquiring Fund having substantially similar terms, immediately prior to the closing of each
Reorganization, to those of the VMTPS of the relevant Target Fund. The outstanding VMTPS of the Acquiring Fund and any VMTPS to be issued by the Acquiring Fund in the Reorganizations will have equal priority with each other and with any
other preferred stock that the Acquiring Fund may issue in the future as to the payment of dividends and the distribution of assets upon the dissolution, liquidation or winding up of the affairs of the Acquiring Fund.
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A. |
The Funds have substantially similar investment objectives, policies and risks, but there are certain differences relating to the state-specific nature of each of California Municipal and New York Municipal.
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The principal similarities and differences between the Funds’ investment objectives, policies and risks are as follows:
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•
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The Target Funds are state-specific municipal funds that seek to provide current income exempt from both regular federal income taxes and state (and New York City, with respect to New York Municipal) income tax, while the Acquiring
Fund is a national municipal fund that seeks to provide current income exempt from regular federal income tax.
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•
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Under normal circumstances, the Target Funds invest primarily in municipal bonds of a specific state and are subject to economic, political, regulatory and other risks of a single state, while the Acquiring Fund may invest in
municipal obligations of any U.S. state or territory.
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•
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Each Fund is a diversified, closed-end management investment company and currently employs leverage through the issuance of preferred stock.
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A. |
As discussed above, each Target Fund’s Board considered that, due to the greater asset base of the combined fund, its Reorganization is expected to result in economies of scale and a resulting reduction in certain operating expenses.
Based on information in the Comparative Fee Table, the pro forma expense ratio, including the costs of leverage, of the combined fund following the Reorganizations is estimated to be 36 basis points (0.36%) lower than the total expense
ratio of California Municipal and 43 basis points (0.43%) lower than the total expense ratio of New York Municipal. Leverage costs reflect the forms and sources of leverage in effect for each specified period and such costs will vary
over time.
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Q. |
Will the Reorganizations impact distributions to common stockholders of the Target Funds?
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A. |
In considering the Reorganizations, each Target Fund’s Board took into account potential future distribution levels as well as information from NBIA indicating that the Acquiring Fund has historically paid higher distributions per
share of common stock than each Target Fund. The most recent monthly distribution per common share was $0.0254 for California Municipal, $0.024233 for New York Municipal and $0.03774 for the Acquiring Fund. The annualized distribution
rate (expressed as a percentage of net asset value as of February 28, 2023) was 2.43% for California Municipal, 2.62% for New York Municipal and 3.86% for the Acquiring Fund. The differences in historical distribution rates were
primarily attributable to certain lower expenses per share of common stock and the Acquiring Fund’s greater investment flexibility to invest in diverse geographic regions. However, distributions for California Municipal are exempt from
federal and California income taxes and distributions for New York Municipal are exempt from federal, New York State and New York City personal income taxes, while distributions for the Acquiring Fund are exempt from federal income tax
only. Assuming the highest marginal federal tax rate for the Acquiring Fund and the highest marginal state (and city, with respect to New York Municipal) and federal tax rates for the Target Funds, the taxable equivalent yield as of
February 28, 2023 was 4.89% for California Municipal, 5.43% for New York Municipal and 6.13% for the Acquiring Fund. The taxable equivalent yield generally represents the yield that must be earned on a fully taxable investment in order
to equal the yield of the Fund on an after-tax basis. There is no assurance that distribution rates of the Funds will continue at historical levels. While distributions from the combined fund following the Reorganizations are generally
expected to be exempt from federal income tax, such
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distributions may be subject to state and local income tax, including without limitation California or New York State or New York City income tax, as applicable.
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Q. |
Will stockholders of the Funds have to pay any fees or expenses in connection with the Reorganizations?
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A. |
Yes. The Funds, and indirectly their common stockholders, will bear the costs of the Reorganizations, whether or not the Reorganizations are consummated. However, you will not pay any sales loads or commissions in connection with
the Reorganizations. Reorganization costs specific to a particular Fund will be paid by such Fund, while non-specific costs will be allocated on a pro rata basis based upon each Fund’s net assets. Costs related to the Reorganizations
may be higher or lower than what is estimated. These costs represent the estimated nonrecurring expenses of the Funds in carrying out their obligations under the Agreements and consist of management’s estimate of professional service
fees, printing costs and mailing charges related to the proposed Reorganizations. If one or both Reorganizations is not consummated for any reason, including because the requisite stockholder approvals are not obtained, each of the
Funds, and common stockholders of each of the Funds indirectly, will still bear the costs of the Reorganizations.
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A. |
No. As a non-waivable condition to closing, each Fund participating in a Reorganization will receive an opinion of counsel, subject to certain representations, assumptions and conditions, substantially to the effect that the proposed
Reorganization will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. It is expected that stockholders of a Target Fund who receive Acquiring Fund stock pursuant to a
Reorganization will recognize no gain or loss for federal income tax purposes as a direct result of the Reorganization, except to the extent that a Target Fund common stockholder receives cash in lieu of a fractional share of Acquiring
Fund common stock. Prior to the closing of its Reorganization, each Target Fund expects to declare a distribution of all of its net realized capital gains, if any. All or a portion of such distribution
made by a Target Fund may be taxable to that Target Fund’s stockholders for federal income tax purposes. In addition, if the Reorganizations had occurred as of February 28, 2023, it is estimated that approximately 51.3% of
California Municipal’s investment portfolio and approximately 40.6% of New York Municipal’s investment portfolio would have been sold by the Acquiring Fund following the Reorganizations. To the extent the Acquiring Fund sells securities
received from a Target Fund following the Reorganizations, the Acquiring Fund may recognize gains or losses, which may result in taxable distributions to Acquiring Fund stockholders (including former stockholders of a Target Fund who
hold shares of the Acquiring Fund following the Reorganizations). If such repositioning had been completed as of February 28, 2023, the repositioning would not have generated net capital gain, taking into account capital loss carry
forwards. Following the Reorganizations, the Acquiring Fund’s ability to use capital loss carry forwards realized prior to each Reorganization may be reduced.
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Q. |
As a result of the Reorganizations, will common stockholders of a Target Fund receive new shares of common stock of the Acquiring Fund?
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A. |
Yes. Upon the closing of each Reorganization, the respective Target Fund common stockholders will become common stockholders of the Acquiring Fund. Holders of common stock of each Target Fund consummating a Reorganization will
receive newly issued shares of common stock of the Acquiring Fund, with cash generally being distributed in lieu of fractional shares of common stock (except with respect to Target Fund common stock held in a Distribution Reinvestment
Plan account, for which stockholders will receive fractional shares). Although the number of shares Target Fund common stockholders receive may be different than the number of Target Fund shares held prior to the respective
Reorganization, the aggregate net asset value, as of the close of trading on the business day [immediately prior] to the closing of a Reorganization, of the Acquiring Fund common stock received by the respective Target Fund’s common
stockholders (including, for this purpose, fractional shares of Acquiring Fund common stock to which common stockholders would be entitled) will equal the aggregate net asset value of the common stock of such Target Fund held by its
stockholders as of such time. Fractional shares of Acquiring Fund
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common stock due to Target Fund common stockholders may be aggregated and sold on the open market, and if so sold Target Fund common stockholders will receive cash in lieu of such fractional shares.
Following the Reorganizations, common stockholders of each Fund will hold a smaller percentage of the outstanding shares of common stock of the combined fund as compared to their percentage holdings of their respective Fund prior
to the Reorganizations.
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A. |
The closing of each Reorganization is subject to the satisfaction or waiver of certain closing conditions, which include customary closing conditions. In order for a Reorganization to occur, all requisite stockholder approvals must
be obtained at the applicable Fund’s stockholder meeting and any consents, confirmations and/or waivers needed from third parties must also be obtained. Because the closing of each Reorganization is contingent upon the applicable Target
Fund and the Acquiring Fund obtaining such stockholder approvals and satisfying (or obtaining the waiver of) other closing conditions, it is possible that a Reorganization will not occur even if stockholders of a Fund entitled to vote
approve the Reorganization and a Fund satisfies all of its closing conditions if the other Fund party to that Reorganization does not obtain its requisite stockholder approvals or satisfy (or obtain the waiver of) its closing
conditions. If a Reorganization is not consummated, the Board of the Target Fund involved in that Reorganization may take such actions as it deems in the best interests of the Fund, including conducting additional solicitations with
respect to the Reorganization proposal or continuing to operate the Target Fund as a standalone fund. The closing of each Reorganization is not contingent on the closing of the other Reorganization.
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A. |
Although the Acquiring Fund will continue its legal existence and operations after the Reorganizations, Maryland law and the rules of the NYSE American (on which the Acquiring Fund’s common stock is listed) require the Acquiring
Fund’s stockholders to approve the Reorganizations and the issuance of additional shares of Acquiring Fund common stock, respectively, because the number of shares of Acquiring Fund common stock to be issued in each proposed
Reorganization would be (based on recent relative valuations), upon issuance, in excess of 20 percent of the number of shares of Acquiring Fund common stock outstanding prior to the Reorganization.
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A. |
If the stockholder approvals and other conditions to closing are satisfied (or waived), the Reorganizations are expected to take effect during the [ ] quarter of 2023, or such other time as the parties may agree.
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A. |
After careful consideration, each Board has determined that its Reorganization proposal(s) is in the best interests of its Fund and recommends that you vote FOR such proposal.
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A. |
If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call AST Fund Solutions, LLC (“AST”), the proxy solicitor hired by your Fund, at [ ] on weekdays during its business hours
of [ ] a.m. to [ ] p.m. and Saturdays [ ] p.m. to [ ] p.m. Eastern Time[ or call NBIA at 877-461-1899]. Please have your proxy materials available when you call.
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A. |
You may vote by attending the Meeting, or by mail, by telephone or over the Internet:
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A. |
You may receive a call from AST, the proxy solicitor hired by your Fund, to verify that you received your proxy materials, to answer any questions you may have about the Reorganizations and to encourage you to vote your proxy.
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1. |
For each Reorganization: (a) common and preferred stockholders of a Target Fund, voting together as single class, will vote on a proposal to approve an Agreement and Plan of Reorganization (the
“Agreement”) pursuant to which the Target Fund would transfer its assets to the Acquiring Fund in exchange for shares of common stock and preferred stock of the Acquiring Fund and the assumption by the Acquiring Fund of the Target
Fund’s liabilities and the Target Fund would dissolve under Maryland law (for each Target Fund, a “Proposal”); and (b) common and preferred stockholders of the Acquiring Fund, voting together as a single class, will also vote on the
Proposal, including the related issuance of additional shares of the Acquiring Fund common stock pursuant to the Agreement.
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2. |
To transact such other business as may properly come before the Meeting.
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By order of each Board, |
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Claudia A. Brandon
Secretary
Neuberger Berman California Municipal Fund Inc.
Neuberger Berman New York Municipal Fund Inc.
Neuberger Berman Municipal Fund Inc.
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Registration
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Valid Signature
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Corporate Accounts
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(1) ABC Corp. .........................................
(2) ABC Corp. .........................................
(3) ABC Corp.
c/o John Doe, Treasurer.......................
(4) ABC Corp. Profit Sharing Plan......…
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ABC Corp.
John Doe, Treasurer
John Doe
John Doe, Trustee
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Trust Accounts
(1) ABC Trust ..........................................
(2) Jane B. Doe, Trustee u/t/d 12/28/78....
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Jane B. Doe, Trustee
Jane B. Doe
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Custodian or Estate Accounts
(1) John B. Smith, Cust. f/b/o
John B. Smith, Jr. UGMA ...................
(2) John B. Smith .....................................
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John B. Smith
John B. Smith, Jr., Executor
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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY
SHARES OF STOCK YOU OWN.
PLEASE RETURN YOUR PROXY CARD(S) 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).
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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i.
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With respect to each Target Fund, a majority (more than 50%) of the Target Fund’s outstanding common and preferred stock voting together as a single class; and
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ii.
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With respect to the Acquiring Fund, a majority (more than 50%) of the Acquiring Fund’s outstanding common and preferred stock voting together as a single class.
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(1)
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the Statement of Additional Information relating to the proposed Reorganizations, dated [•], 2023 (the “Reorganization SAI”);
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(2)
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the audited financial statements and financial highlights and related independent registered public accounting firm’s report for California Municipal contained in California Municipal’s Annual Report for the fiscal year ended October
31, 2022 (File No. 811-21167);
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(3)
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the audited financial statements and financial highlights and related independent registered public accounting firm’s report for New York Municipal contained in New York Municipal’s Annual Report for the fiscal year ended October 31,
2022 (File No. 811-21169); and
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(4)
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the audited financial statements and financial highlights and related independent registered public accounting firm’s report for the Acquiring Fund contained in the Acquiring Fund’s Annual Report for
the fiscal year ended October 31, 2022 (File No. 811-21168).
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PROPOSAL—REORGANIZATION OF EACH TARGET FUND INTO THE ACQUIRING FUND
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1 | |
A.
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SYNOPSIS
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1
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Background and Reasons for the Reorganizations
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1 |
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Material Federal Income Tax Consequences of the Reorganizations
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2 |
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Comparison of the Acquiring Fund and the Target Funds
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2 |
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Comparative Risk Information
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6 |
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Comparative Expense Information
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7 |
B.
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RISK FACTORS
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9
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General Risks of Investing in the Acquiring Fund
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9 |
C.
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INFORMATION ABOUT THE REORGANIZATIONS
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17
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General
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17 |
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Terms of the Reorganizations
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18 |
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Reasons for the Reorganizations
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20 |
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Capitalization | 23 |
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Expenses Associated with the Reorganizations | 24 |
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Dissenting Stockholders’ Rights of Appraisal
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24 |
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Material Federal Income Tax Consequences of the Reorganizations
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24 |
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Stockholder Approval
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27 |
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Distribution Reinvestment Plan for Each Fund
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28 |
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Description of Common Stock to Be Issued by the Acquiring Fund; Comparison to Target Funds
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30 |
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General
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30 |
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Distributions
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32 |
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Common Stock Price Data
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33 |
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Affiliated Brokerage and Other Fees
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34 |
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Description of VMTPS to Be Issued by the Acquiring Fund
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34 |
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Distribution Preference and Liquidation Preference
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34 |
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Redemption, Purchase and Sale of VMTPS
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34 |
D.
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ADDITIONAL INFORMATION ABOUT THE INVESTMENT POLICIES
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35
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Comparison of the Investment Objectives and Policies of the Acquiring Fund and the Target Funds
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35 |
A.
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SYNOPSIS
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Capitalization—Common Stock
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Fund
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Authorized
Shares
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Shares
Outstanding(1)
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Par Value
Per Share
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Preemptive,
Conversion
or Exchange
Rights
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Rights to
Cumulative
Voting
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Exchange
on which
Common
Shares are
Listed
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California Municipal
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999,996,410
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5,551,044
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$0.0001
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None
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None
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NYSE American
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New York Municipal
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999,996,517
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5,077,417
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$0.0001
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None
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None
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NYSE American
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Acquiring Fund
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999,990,206
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18,843,164
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$0.0001
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None
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None
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NYSE American
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Acquiring Fund—Preferred Stock
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Series
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Shares Outstanding
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Par Value Per Share
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Liquidation
Preference Per
Share
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Series A Variable Rate Municipal Term Preferred Shares
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1,457
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$0.0001
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$100,000
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Fund
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Series
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Term
Redemption
Date
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Shares
Outstanding
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Aggregate
Liquidation
Preference
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California Fund
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Series A
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12/15/2024
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457
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$45,700,000
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New York Fund
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Series A
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12/15/2024
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365
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$36,500,000
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Acquiring Fund
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Series A
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12/15/2024
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1,457
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$145,700,000
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California Municipal
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New York Municipal
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Acquiring Fund
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Combined Fund Pro Forma(3)
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Annual Expenses (as a percentage of net assets attributable to common stock)
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||||
Management Fees(2)
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0.91%
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0.91%
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0.91%
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0.91%
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Distributions on Preferred Stock(4)
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2.64%
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2.61%
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2.64%
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2.64%
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Other Expenses(5)
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0.49%
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0.59%
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0.18%
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0.13%
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Total Annual Expenses
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4.04%
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4.11%
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3.73%
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3.68%
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(1) |
The table presented above estimates what the annual expenses of the combined fund following the Reorganizations would be stated as a percentage of the combined fund’s net assets attributable to common stock
including the costs of leverage for the period ended February 28, 2023.
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(2) |
Management fees include both the management fees and administration fees.
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(3) |
Assumes the issuance of preferred stock in the amounts set forth in the capitalization table. Such amounts may change prior to the closing date. Please see “C. Information About the
Reorganizations—Capitalization” at [page ].
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(4) |
Distribution rates on shares of preferred stock are set as set forth in the respective Articles Supplementary by reference to a reference rate. Prevailing interest rate, yield curve and market circumstances
at the time at which the rate on Preferred Shares for the next dividend period are set substantially influence the rate. As these factors change over time, so too do the distribution rates set. The Funds’ use of leverage will increase
the amount of management fees paid to the Adviser.
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(5) |
Other Expenses are estimated based on actual expenses from the prior fiscal reporting period. In connection with the Reorganizations, there are certain other transaction expenses not reflected in “Other
Expenses” which include, but are not limited to: costs related to the preparation, printing and distributing of this Proxy Statement/Prospectus to stockholders; costs related to preparation and distribution of materials distributed to
the Boards; expenses incurred in connection with the preparation of the Agreement and the registration statement on Form N-14; SEC filing fees; legal and audit fees; portfolio transfer taxes (if any); and any similar expenses incurred
in connection with the Reorganizations.
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1 Year
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3 Years
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5 Years
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10 Years
|
|
California Municipal
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$41
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$123
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$207
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$424
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New York Municipal
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$41
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$125
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$210
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$430
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Acquiring Fund
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$38
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$114
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$193
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$398
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Combined Fund Pro Forma
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$37
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$113
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$190
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$393
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California Municipal
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Acquiring Fund
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Combined Fund Pro Forma(3)
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Annual Expenses (as a percentage of net assets attributable to common stock)
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|||
Management Fees(2)
|
0.91%
|
0.91%
|
0.91%
|
Distributions on Preferred Stock(4)
|
2.64%
|
2.64%
|
2.64%
|
Other Expenses(5)
|
0.49%
|
0.18%
|
0.14%
|
Total Annual Expenses
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4.04%
|
3.73%
|
3.69%
|
(1) |
The table presented above estimates what the annual expenses of the combined fund following the Reorganization would be stated as a percentage of the combined fund’s net assets attributable to common stock
including the costs of leverage for the period ended February 28, 2023.
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(2) |
Management fees include both the management fees and administration fees.
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(3) |
Assumes the issuance of preferred stock in the amounts set forth in the capitalization table. Such amounts may change prior to the closing date. Please see “C. Information About the
Reorganizations—Capitalization” at [page 42].
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(4) |
Distribution rates on shares of preferred stock are set as set forth in the respective Articles Supplementary by reference to a reference rate. Prevailing interest rate, yield curve and market
circumstances at the time at which the rate on Preferred Shares for the next dividend period are set substantially influence the rate. As these factors change over time, so too do the distribution rates set. The Funds’ use of
leverage will increase the amount of management fees paid to the Adviser.
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(5) |
Other Expenses are estimated based on actual expenses from the prior fiscal reporting period. In connection with the Reorganization, there are certain other transaction expenses not reflected in “Other
Expenses” which include, but are not limited to: costs related to the preparation, printing and distributing of this Proxy Statement/Prospectus to stockholders; costs related to preparation and distribution of materials distributed
to the Boards; expenses incurred in connection with the preparation of the Agreement and the registration statement on Form N-14; SEC filing fees; legal and audit fees; portfolio transfer taxes (if any); and any similar expenses
incurred in connection with the Reorganizations.
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1 Year
|
3 Years
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5 Years
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10 Years
|
|
California Municipal
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$41
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$123
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$207
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$424
|
Acquiring Fund
|
$38
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$114
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$193
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$398
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Combined Fund Pro Forma
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$37
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$113
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$191
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$394
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New York Municipal
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Acquiring Fund
|
Combined Fund Pro Forma(3)
|
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Annual Expenses (as a percentage of net assets attributable to common stock)
|
|||
Management Fees(2)
|
0.91%
|
0.91%
|
0.91%
|
Distributions on Preferred Stock(4)
|
2.61%
|
2.64%
|
2.63%
|
Other Expenses(5)
|
0.59%
|
0.18%
|
0.15%
|
Total Annual Expenses
|
4.11%
|
3.73%
|
3.69%
|
(1) |
The table presented above estimates what the annual expenses of the combined fund following the Reorganization would be stated as a percentage of the combined fund’s net assets attributable to common stock
including the costs of leverage for the period ended February 28, 2023.
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(2) |
Management fees include both the management fees and administration fees.
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(3) |
Assumes the issuance of preferred stock in the amounts set forth in the capitalization table. Such amounts may change prior to the closing date. Please see “C. Information About the
Reorganizations—Capitalization” at [page 42].
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(4) |
Distribution rates on shares of preferred stock are set as set forth in the respective Articles Supplementary by reference to a reference rate. Prevailing interest rate, yield curve and market circumstances
at the time at which the rate on Preferred Shares for the next dividend period are set substantially influence the rate. As these factors change over time, so too do the distribution rates set. The Funds’ use of leverage will
increase the amount of management fees paid to the Adviser.
|
(5) |
Other Expenses are estimated based on actual expenses from the prior fiscal reporting period. In connection with the Reorganization, there are certain other transaction expenses not reflected in “Other
Expenses” which include, but are not limited to: costs related to the preparation, printing and distributing of this Proxy Statement/Prospectus to stockholders; costs related to preparation and distribution of materials distributed to
the Boards; expenses incurred in connection with the preparation of the Agreement and the registration statement on Form N-14; SEC filing fees; legal and audit fees; portfolio transfer taxes (if any); and any similar expenses incurred
in connection with the Reorganizations.
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
New York Municipal
|
$41
|
$125
|
$210
|
$430
|
Acquiring Fund
|
$38
|
$114
|
$193
|
$398
|
Combined Fund Pro Forma
|
$37
|
$113
|
$191
|
$394
|
B.
|
RISK FACTORS
|
C.
|
INFORMATION ABOUT THE REORGANIZATIONS
|
•
|
the compatibility of the Funds’ investment objectives, policies and related risks;
|
•
|
the consistency of portfolio management and the composition of the combined fund’s portfolio;
|
•
|
the larger asset base of the combined fund as a result of the Reorganizations and the effect of the Reorganizations on fees and expense ratios;
|
•
|
the potential for improved secondary market trading with respect to common shares;
|
•
|
the anticipated federal income tax-free nature of the Reorganizations;
|
•
|
the expected costs of the Reorganizations;
|
•
|
the terms of the Reorganizations and whether the Reorganizations would dilute the interests of the stockholders of the applicable Funds;
|
•
|
the effect of the Reorganizations on stockholder rights;
|
•
|
alternatives to the Reorganizations; and
|
•
|
any potential benefits of the Reorganizations to NBIA and its affiliates as a result of the Reorganizations.
|
California
Municipal
|
New York
Municipal
|
Acquiring
Fund
|
Pro Forma
Adjustments
|
Acquiring
Fund Pro
Forma(1)
|
|
Stock Outstanding
|
|||||
Common Stock
|
5,551,044
|
5,077,417
|
18,843,164
|
10,649,297
|
29,492,461
|
Variable Rate Municipal Term Preferred Shares, Series A, $100,000 liquidation preference per share) (“VMTPS”)
|
457
|
365
|
1,457
|
822
|
2,279
|
Net Assets (000’s omitted)
|
|||||
Common Stock
|
$69,137
|
$55,695
|
$220,827
|
$124,832
|
$345,659
|
VMTPS
|
$45,700
|
$36,500
|
$145,700
|
$82,200
|
$227,900
|
Net Assets including VMTPS
|
$114,837
|
$92,195
|
$366,527
|
$207,032
|
$573,559
|
Net asset value per share of Common Stock
|
$12.49
|
$10.97
|
$11.72
|
$–
|
$11.72
|
(1) |
The pro forma balances are presented as if the Reorganizations were effective as of December 31, 2022, are presented for informational purposes only and assumes the issuance of preferred stock in the amounts
set forth above, which amounts may change prior to the Closing Date. All pro forma adjustments are directly attributable to the Reorganizations.
|
California Municipal
|
Acquiring Fund
|
Pro Forma Adjustments
|
Acquiring Fund Pro Forma(1)
|
|||
Stock Outstanding
|
||||||
Common Stock
|
5,551,044
|
18,843,164
|
5,896,800
|
24,739,964
|
||
VMTPS
|
457
|
1,457
|
457
|
1,914
|
||
Net Assets (000’s omitted)
|
||||||
Common Stock
|
$69,137
|
$220,827
|
$69,137
|
$289,964
|
||
VMTPS
|
$45,700
|
$145,700
|
$45,700
|
$191,400
|
||
Net Assets including VMTPS
|
$114,837
|
$366,527
|
$114,837
|
$481,364
|
||
Net asset value per share of Common Stock
|
$12.45
|
$11.72
|
$–
|
$11.72
|
(1) |
The pro forma balances are presented as if the Reorganizations were effective as of December 31, 2022, are presented for informational purposes only and assumes the issuance of preferred stock in the amounts
set forth above, which amounts may change prior to the Closing Date. All pro forma adjustments are directly attributable to the Reorganizations.
|
New York Municipal
|
Acquiring Fund
|
Pro Forma Adjustments
|
Acquiring Fund Pro Forma(1)
|
|||
Stock Outstanding
|
||||||
Common Stock
|
5,077,417
|
18,843,164
|
4,752,494
|
23,595,658
|
||
VMTPS
|
365
|
1,457
|
365
|
1,822
|
||
Net Assets (000’s omitted)
|
||||||
Common Stock
|
$55,695
|
$220,827
|
$55,695
|
$276,522
|
||
VMTPS
|
$36,500
|
$145,700
|
$36,500
|
$182,200
|
||
Net Assets including VMTPS
|
$92,195
|
$366,527
|
$92,195
|
$458,722
|
||
Net asset value per share of Common Stock
|
$10.97
|
$11.72
|
$–
|
$11.72
|
(1) |
The pro forma balances are presented as if the Reorganizations were effective as of December 31, 2022, are presented for informational purposes only and assume the issuance of preferred stock in the amounts
set forth above, which amounts may change prior to the Closing Date. All pro forma adjustments are directly attributable to the Reorganizations.
|
(a)
|
The Reorganization of the Target Fund with and into the Acquiring Fund will constitute a “reorganization” within the meaning of Section 368(a) of the Code and the Acquiring Fund and the Target Fund will each be a “party to a
reorganization,” within the meaning of Section 368(b) of the Code.
|
(b) |
Neither Fund will recognize any gain or loss on the Reorganization.
|
(c) |
The Acquiring Fund’s tax basis in each asset the Target Fund transfers to it will be the same as the Target Fund’s tax basis therein immediately before the Reorganization, and the Acquiring Fund’s holding period for each such asset
will include the Target Fund’s holding period therefor (except where the Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period).
|
(d) |
The Target Fund’s stockholders will not recognize any gain or loss on the receipt of Acquiring Fund stock pursuant to the Reorganization, except to the extent such stockholders are paid cash in lieu of fractional shares of Acquiring
Fund common stock in the Reorganization.
|
(e) |
The tax basis in the Acquiring Fund stock that a Target Fund stockholder receives pursuant to the Reorganization will be the same as the aggregate tax basis in the Target Fund stock the stockholder holds immediately before the
Reorganization, and the stockholder’s holding period for those Acquiring Fund stock will include the holding period for that Target Fund stock (provided the stockholder holds such stock as a capital asset at the closing date of the
Reorganization).
|
California Municipal
|
|
Not subject to expiration:
|
|
Short-Term
|
$770,954
|
Long-Term
|
$2,509,687
|
Total
|
$3,280,641
|
New York Municipal
|
|
Not subject to expiration:
|
|
Short-Term
|
$981,632
|
Long-Term
|
$3,516,241
|
Total
|
$4,497,873
|
Acquiring Fund
|
|
Not subject to expiration:
|
|
Short-Term
|
$2,497,069
|
Long-Term
|
$15,050,167
|
Total
|
$17,547,236
|
California Municipal
|
||||||||||||||||
|
|
NYSE American
Market Price
|
|
NAV per share on
Date of NYSE
American Market
Price
|
|
Market Premium/(Discount) to
NAV per share on Date of NYSE
American Market Price (%)
|
||||||||||
Quarter Ended
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
January 31, 2023
|
|
$
|
11.98
|
|
$
|
10.04
|
|
$
|
13.10
|
|
$
|
11.75
|
|
-8.55
|
-14.55
|
|
October 31, 2022
|
|
$
|
12.27
|
|
$
|
9.88
|
|
$
|
13.36
|
|
$
|
11.68
|
|
-8.16
|
-15.41
|
|
July 31, 2022
|
|
$
|
11.85
|
|
$
|
10.69
|
|
$
|
13.43
|
|
$
|
12.70
|
|
-11.76
|
-15.83
|
|
April 30, 2022
|
|
$
|
13.42
|
|
$
|
11.53
|
|
$
|
14.96
|
|
$
|
13.35
|
|
-10.29
|
-13.63
|
|
January 31, 2022
|
|
$
|
14.23
|
|
$
|
13.17
|
|
$
|
15.46
|
|
$
|
14.88
|
|
-7.96
|
-11.49
|
|
October 31, 2021
|
|
$
|
14.77
|
|
$
|
13.80
|
|
$
|
15.71
|
|
$
|
15.35
|
|
-5.98
|
-10.10
|
|
July 31, 2021
|
|
$
|
14.85
|
|
$
|
13.86
|
|
$
|
15.88
|
|
$
|
15.60
|
|
-6.49
|
-11.15
|
|
April 30, 2021
|
|
$
|
14.29
|
|
$
|
13.56
|
|
$
|
15.66
|
|
$
|
15.75
|
|
-8.75
|
-13.90
|
|
January 31, 2021
|
|
$
|
13.68
|
|
$
|
12.90
|
|
$
|
15.63
|
|
$
|
15.20
|
|
-12.48
|
-15.13
|
New York Municipal
|
||||||||||||||||
|
|
NYSE American
Market Price
|
|
NAV per share on
Date of NYSE
American Market
Price
|
|
Market Premium/(Discount) to
NAV per share on Date of NYSE
American Market Price (%)
|
||||||||||
Quarter Ended
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
January 31, 2023
|
|
$
|
10.11
|
|
$
|
8.86
|
|
$
|
11.27
|
|
$
|
10.36
|
|
-10.29
|
-14.48
|
|
October 31, 2022
|
|
$
|
10.63
|
|
$
|
8.82
|
|
$
|
12.00
|
|
$
|
10.31
|
|
-11.42
|
-14.43
|
|
July 31, 2022
|
|
$
|
10.53
|
|
$
|
9.41
|
|
$
|
12.10
|
|
$
|
11.21
|
|
-12.98
|
-16.06
|
|
April 30, 2022
|
|
$
|
12.38
|
|
$
|
10.28
|
|
$
|
13.66
|
|
$
|
11.97
|
|
-9.37
|
-14.12
|
|
January 31, 2022
|
|
$
|
13.00
|
|
$
|
11.95
|
|
$
|
14.14
|
|
$
|
13.59
|
|
-8.06
|
-12.07
|
|
October 31, 2021
|
|
$
|
13.45
|
|
$
|
12.54
|
|
$
|
14.56
|
|
$
|
13.96
|
|
-7.62
|
-10.17
|
|
July 31, 2021
|
|
$
|
13.58
|
|
$
|
12.56
|
|
$
|
14.50
|
|
$
|
14.22
|
|
-6.34
|
-11.67
|
|
April 30, 2021
|
|
$
|
12.74
|
|
$
|
12.07
|
|
$
|
14.36
|
|
$
|
13.94
|
|
-11.28
|
-13.41
|
|
January 31, 2021
|
|
$
|
12.42
|
|
$
|
11.67
|
|
$
|
14.28
|
|
$
|
13.71
|
|
-13.03
|
-14.88
|
Acquiring Fund
|
||||||||||||||||
|
|
NYSE American
Market Price
|
|
NAV per share on
Date of NYSE
American Market
Price
|
|
Market Premium/(Discount) to
NAV per share on Date of NYSE
American Market Price (%)
|
||||||||||
Quarter Ended
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
January 31, 2023
|
|
$
|
12.14
|
|
$
|
9.68
|
|
$
|
12.37
|
|
$
|
11.11
|
|
-1.86
|
-12.87
|
|
October 31, 2022
|
|
$
|
12.08
|
|
$
|
9.64
|
|
$
|
12.75
|
|
$
|
11.05
|
|
-5.25
|
-12.76
|
|
July 31, 2022
|
|
$
|
12.05
|
|
$
|
10.77
|
|
$
|
12.89
|
|
$
|
12.14
|
|
-6.52
|
-11.29
|
|
April 30, 2022
|
|
$
|
14.40
|
|
$
|
11.93
|
|
$
|
14.50
|
|
$
|
12.76
|
|
-0.69
|
-6.50
|
|
January 31, 2022
|
|
$
|
16.49
|
|
$
|
14.15
|
|
$
|
15.01
|
|
$
|
14.42
|
|
9.86
|
-1.87
|
|
October 31, 2021
|
|
$
|
17.40
|
|
$
|
15.15
|
|
$
|
15.40
|
|
$
|
14.92
|
|
12.99
|
1.54
|
|
July 31, 2021
|
|
$
|
16.88
|
|
$
|
15.68
|
|
$
|
15.26
|
|
$
|
15.55
|
|
10.62
|
0.84
|
|
April 30, 2021
|
|
$
|
16.72
|
|
$
|
15.20
|
|
$
|
15.30
|
|
$
|
15.45
|
|
9.28
|
-1.62
|
|
January 31, 2021
|
|
$
|
15.96
|
|
$
|
14.16
|
|
$
|
15.35
|
|
$
|
14.75
|
|
3.97
|
-4.00
|
D.
|
ADDITIONAL INFORMATION ABOUT THE INVESTMENT POLICIES
|
Title of Class
|
Shares Authorized
|
Shares Held by
Fund for Its
Own Account
|
Shares Outstanding
Exclusive of Shares
Held by the Fund for Its Own Account
|
California Municipal
|
|||
Common Stock
|
999,996,410
|
—
|
5,551,044
|
Series A Variable Rate Municipal Term Preferred Shares
|
590
|
—
|
457
|
New York Municipal
|
|||
Common Stock
|
999,996,517
|
—
|
5,077,417
|
Series A Variable Rate Municipal Term Preferred Shares
|
483
|
—
|
365
|
Acquiring Fund
|
|||
Common Stock
|
999,990,206
|
—
|
18,843,164
|
Series A Variable Rate Municipal Term Preferred Shares
|
1,794
|
—
|
1,457
|
Estimated Pro Forma
|
||||||
Fund
|
Class
|
Name and Address of Beneficial Owner
|
Amount of Beneficial Ownership
|
Percent of Class
|
Corresponding Class of Combined Fund
|
All Preferred Stock of Combined Fund
|
California Municipal Fund
|
Common
|
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
|
484,860
|
8.73%(1)
|
[ ]%
|
[ ]
|
California Municipal Fund
|
Preferred
|
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, NC 28255
Banc of America Preferred Funding Corporation
214 North Tryon Street
Charlotte, NC 28255
|
550
|
100.00%(2)
|
[ ]%
|
[ ]
|
Municipal Fund
|
Common
|
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
|
1,713,861
|
9.10%(3)
|
[ ]%
|
[ ]
|
Municipal Fund
|
Preferred
|
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, NC 28255
Banc of America Preferred Funding Corporation
214 North Tryon Street
Charlotte, NC 28255
|
1,704
|
100%(2)
|
[ ]%
|
[ ]
|
New York Municipal Fund
|
Common
|
Karpus Management, Inc.
183 Sully’s Trail
Pittsford, NY 14534
|
403,761
|
7.95%(4)
|
[ ]%
|
[ ]
|
New York Municipal Fund
|
Preferred
|
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, NC 28255
Banc of America Preferred Funding Corporation
214 North Tryon Street
Charlotte, NC 28255
|
463
|
100%(2)
|
[ ]%
|
[ ]
|
(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 18, 2022.
|
(2) |
Based on an amended Schedule 13D filed by Bank of America Corporation and Banc of America Preferred Funding Corporation on December 20, 2021.
|
(3) |
Based on an amended Schedule 13G filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation on January 20, 2022.
|
By order of each Board,
|
|
|
|
Claudia A. Brandon
|
|
Secretary of the Funds
|
1.
|
PLAN OF REORGANIZATION
|
2.
|
VALUATION
|
3.
|
CLOSING AND EFFECTIVE TIME
|
4.
|
REPRESENTATIONS AND WARRANTIES
|
5.
|
COVENANTS
|
6.
|
CONDITIONS PRECEDENT
|
7.
|
BROKERS AND EXPENSES
|
8.
|
ENTIRE AGREEMENT; NO SURVIVAL
|
9.
|
TERMINATION
|
10.
|
AMENDMENT
|
11.
|
MISCELLANEOUS
|
NEUBERGER BERMAN [NEW YORK/CALIFORNIA] MUNICIPAL FUND INC.
By:___________________________
Name:_________________________
Title:__________________________
|
|
NEUBERGER BERMAN MUNICIPAL FUND INC. By:___________________________
Name:_________________________
Title:__________________________
|
|
|
Year Ended October 31,
|
|||||||||||||||||||
|
2022
|
2021
|
2020
|
2019
|
2018
|
|||||||||||||||
Common Stock Net Asset Value, Beginning of Year
|
$
|
15.36
|
$
|
15.20
|
$
|
15.58
|
$
|
14.33
|
$
|
15.22
|
||||||||||
Income/(Loss) From Investment Operations Applicable to
Common Stockholders:
|
||||||||||||||||||||
Net Investment Income/(Loss)a
|
0.49
|
0.64
|
0.62
|
0.54
|
0.51
|
|||||||||||||||
Net Gains or (Losses) on Securities (both realized and
unrealized)
|
(3.60
|
)
|
0.06
|
(0.46
|
)
|
1.25
|
(0.83
|
)
|
||||||||||||
Total From Investment Operations Applicable to Common
Stockholders
|
(3.11
|
)
|
0.70
|
0.16
|
1.79
|
(0.32
|
)
|
|||||||||||||
Less Distributions to Common Stockholders From:
|
||||||||||||||||||||
Net Investment Income
|
(0.54
|
)
|
(0.54
|
)
|
(0.54
|
)
|
(0.52
|
)
|
(0.54
|
)
|
||||||||||
Tax Return of Capital
|
—
|
—
|
—
|
(0.02
|
)
|
0.03
|
||||||||||||||
Total Distributions to Common Stockholders
|
(0.54
|
)
|
(0.54
|
)
|
(0.54
|
)
|
(0.54
|
)
|
(0.57
|
)
|
||||||||||
Common Stock Net Asset Value, End of Year
|
$
|
11.71
|
$
|
15.36
|
$
|
15.20
|
$
|
15.58
|
$
|
14.33
|
||||||||||
Common Stock Market Value, End of Year
|
$
|
9.98
|
$
|
13.91
|
$
|
12.86
|
$
|
13.92
|
$
|
12.08
|
||||||||||
Total Return, Common Stock Net Asset Valueb
|
(20.22
|
)%
|
4.97
|
%
|
1.57
|
%
|
13.19
|
%
|
(1.59
|
)%
|
||||||||||
Total Return, Common Stock Market Valueb
|
(24.92
|
)%
|
12.36
|
%
|
(3.82
|
)%
|
19.96
|
%
|
(9.23
|
)%
|
||||||||||
Supplemental Data/Ratios
|
||||||||||||||||||||
Net Assets Applicable to Common Stockholders, End of Year (in millions)
|
$
|
65.0
|
$
|
85.2
|
$
|
84.4
|
$
|
86.5
|
$
|
79.6
|
||||||||||
Preferred Stock Outstanding, End of Year (in millions)
|
$
|
51.2
|
$
|
55.0
|
c
|
$
|
55.0
|
c
|
$
|
55.0
|
c
|
$
|
59.0
|
c
|
||||||
Preferred Stock Liquidation Value Per Share
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
||||||||||
Ratios are Calculated Using Average Net Assets
Applicable to Common Stockholders
|
||||||||||||||||||||
Ratio of Gross Expensesd
|
2.63
|
%
|
1.86
|
%
|
2.35
|
%
|
3.05
|
%
|
3.17
|
%
|
||||||||||
Ratio of Net Expensesd
|
2.63
|
%
|
1.86
|
%
|
2.35
|
%
|
3.05
|
%
|
3.17
|
%
|
||||||||||
Ratio of Net Investment Income/(Loss)
|
3.57
|
%
|
4.08
|
%
|
4.06
|
%
|
3.59
|
%
|
3.41
|
%
|
||||||||||
Portfolio Turnover Rate
|
31
|
%
|
10
|
%
|
27
|
%
|
25
|
%
|
30
|
%
|
||||||||||
Asset Coverage Per Share of Preferred Stock, End of Yeare
|
$
|
227,209
|
$
|
255,063
|
$
|
253,442
|
$
|
257,409
|
$
|
235,042
|
|
Year Ended October 31,
|
|||||||||||||||||||
|
2022
|
2021
|
2020
|
2019
|
2018
|
|||||||||||||||
Common Stock Net Asset Value, Beginning of Year
|
$
|
14.88
|
$
|
14.75
|
$
|
15.33
|
$
|
14.52
|
$
|
15.49
|
||||||||||
Income/(Loss) From Investment Operations Applicable to
Common Stockholders:
|
||||||||||||||||||||
Net Investment Income/(Loss)a
|
0.61
|
0.73
|
0.68
|
0.66
|
0.69
|
|||||||||||||||
Net Gains or (Losses) on Securities (both realized and
unrealized)
|
(3.78
|
)
|
0.15
|
(0.51
|
)
|
0.90
|
(0.89
|
)
|
||||||||||||
Total From Investment Operations Applicable to Common
Stockholders
|
(3.17
|
)
|
0.88
|
0.17
|
1.56
|
(0.20
|
)
|
|||||||||||||
Less Distributions to Common Stockholders From:
|
||||||||||||||||||||
Net Investment Income
|
(0.66
|
)
|
(0.75
|
)
|
(0.75
|
)
|
(0.75
|
)
|
(0.77
|
)
|
||||||||||
Common Stock Net Asset Value, End of Year
|
$
|
11.05
|
$
|
14.88
|
$
|
14.75
|
$
|
15.33
|
$
|
14.52
|
||||||||||
Common Stock Market Value, End of Year
|
$
|
9.64
|
$
|
15.22
|
$
|
14.15
|
$
|
15.57
|
$
|
12.62
|
||||||||||
Total Return, Common Stock Net Asset Valueb
|
(21.57
|
)%
|
5.91
|
%
|
1.40
|
%
|
11.18
|
%
|
(0.85
|
)%
|
||||||||||
Total Return, Common Stock Market Valueb
|
(33.11
|
)%
|
12.92
|
%
|
(4.23
|
)%
|
29.92
|
%
|
(10.54
|
)%
|
||||||||||
Supplemental Data/Ratios
|
||||||||||||||||||||
Net Assets Applicable to Common Stockholders, End of Year (in
millions)
|
$
|
208.1
|
$
|
280.2
|
$
|
277.6
|
$
|
288.2
|
$
|
273.0
|
||||||||||
Preferred Stock Outstanding, End of Year (in millions)
|
$
|
165.7
|
$
|
170.4
|
c
|
$
|
170.4
|
c
|
$
|
170.4
|
c
|
$
|
179.4
|
c
|
||||||
Preferred Stock Liquidation Value Per Share
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
||||||||||
Ratios are Calculated Using Average Net Assets
Applicable to Common Stockholders
|
||||||||||||||||||||
Ratio of Gross Expensesd
|
2.25
|
%
|
1.58
|
%
|
2.03
|
%
|
2.66
|
%
|
2.69
|
%
|
||||||||||
Ratio of Net Expensesd
|
2.25
|
%
|
1.58
|
%
|
2.03
|
%
|
2.66
|
%
|
2.69
|
%
|
||||||||||
Ratio of Net Investment Income/(Loss)
|
4.62
|
%
|
4.77
|
%
|
4.54
|
%
|
4.39
|
%
|
4.54
|
%
|
||||||||||
Portfolio Turnover Rate
|
36
|
%
|
13
|
%
|
39
|
%
|
44
|
%
|
24
|
%
|
||||||||||
Asset Coverage Per Share of Preferred Stock, End of Yeare
|
$
|
225,878
|
$
|
264,533
|
$
|
262,958
|
$
|
269,321
|
$
|
252,390
|
|
Year Ended October 31,
|
|||||||||||||||||||
|
2022
|
2021
|
2020
|
2019
|
2018
|
|||||||||||||||
Common Stock Net Asset Value, Beginning of Year
|
$
|
13.93
|
$
|
13.72
|
$
|
14.06
|
$
|
13.29
|
$
|
14.10
|
||||||||||
Income/(Loss) From Investment Operations Applicable to
Common Stockholders:
|
||||||||||||||||||||
Net Investment Income/(Loss)a
|
0.47
|
0.52
|
0.49
|
0.48
|
0.50
|
|||||||||||||||
Net Gains or (Losses) on Securities (both realized and
unrealized)
|
(3.62
|
)
|
0.16
|
(0.36
|
)
|
0.76
|
(0.82
|
)
|
||||||||||||
Total From Investment Operations Applicable to Common
Stockholders
|
(3.15
|
)
|
0.68
|
0.13
|
1.24
|
(0.32
|
)
|
|||||||||||||
Less Distributions to Common Stockholders From:
|
||||||||||||||||||||
Net Investment Income
|
(0.47
|
)
|
(0.47
|
)
|
(0.47
|
)
|
(0.45
|
)
|
(0.49
|
)
|
||||||||||
Tax Return of Capital
|
—
|
—
|
—
|
(0.02
|
)
|
—
|
||||||||||||||
Total Distributions to Common Stockholders
|
(0.47
|
)
|
(0.47
|
)
|
(0.47
|
)
|
(0.47
|
)
|
(0.49
|
)
|
||||||||||
Common Stock Net Asset Value, End of Year
|
$
|
10.31
|
$
|
13.93
|
$
|
13.72
|
$
|
14.06
|
$
|
13.29
|
||||||||||
Common Stock Market Value, End of Year
|
$
|
8.82
|
$
|
12.54
|
$
|
11.64
|
$
|
12.39
|
$
|
11.13
|
||||||||||
Total Return, Common Stock Net Asset Valueb
|
(22.61
|
)%
|
5.32
|
%
|
1.45
|
%
|
9.96
|
%
|
(1.69
|
)%
|
||||||||||
Total Return, Common Stock Market Valueb
|
(26.44
|
)%
|
11.75
|
%
|
(2.33
|
)%
|
15.71
|
%
|
(6.68
|
)%
|
||||||||||
Supplemental Data/Ratios
|
||||||||||||||||||||
Net Assets Applicable to Common Stockholders, End of Year (in
millions)
|
$
|
52.4
|
$
|
70.8
|
$
|
69.7
|
$
|
71.4
|
$
|
67.5
|
||||||||||
Preferred Stock Outstanding, End of Year (in millions)
|
$
|
42.0
|
$
|
46.3
|
c
|
$
|
46.3
|
c
|
$
|
46.3
|
c
|
$
|
48.3
|
c
|
||||||
Preferred Stock Liquidation Value Per Share
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
||||||||||
Ratios are Calculated Using Average Net Assets
Applicable to Common Stockholders
|
||||||||||||||||||||
Ratio of Gross Expensesd
|
2.74
|
%
|
1.94
|
%
|
2.44
|
%
|
3.10
|
%
|
3.16
|
%
|
||||||||||
Ratio of Net Expensesd
|
2.74
|
%
|
1.94
|
%
|
2.44
|
%
|
3.10
|
%
|
3.16
|
%
|
||||||||||
Ratio of Net Investment Income/(Loss)
|
3.76
|
%
|
3.68
|
%
|
3.56
|
%
|
3.45
|
%
|
3.65
|
%
|
||||||||||
Portfolio Turnover Rate
|
12
|
%
|
15
|
%
|
29
|
%
|
29
|
%
|
19
|
%
|
||||||||||
Asset Coverage Per Share of Preferred Stock, End of Yeare
|
$
|
224,938
|
$
|
252,881
|
$
|
250,508
|
$
|
254,281
|
$
|
239,886
|
a
|
Calculated based on the average number of shares of common stock outstanding during each fiscal period.
|
b
|
Total return based on per share NAV reflects the effects of changes in NAV on the performance of each Fund during each fiscal period. Total return based on per share market value assumes the purchase of shares of common stock at the
market price on the first day and sale of common stock at the market price on the last day of the period indicated. Dividends and distributions, if any, are assumed to be reinvested at prices obtained under each Fund’s distribution
reinvestment plan. Results represent past performance and do not indicate future results. Current returns may be lower or higher than the performance data quoted. Investment returns will fluctuate and shares of common stock when sold
may be worth more or less than original cost.
|
c
|
Net of unamortized deferred issuance costs. The unamortized deferred issuance costs were:
|
|
Year Ended October 31,
|
|||
|
2021
|
2020
|
2019
|
2018
|
California Fund
|
$5,966
|
$20,479
|
$35,031
|
$19,412
|
Municipal Fund
|
5,962
|
20,475
|
35,027
|
37,703
|
New York Fund
|
5,966
|
20,479
|
35,031
|
18,355
|
d
|
Distributions on VMTPS are included in expense ratios. The annualized ratios of distributions on VMTPS to average net assets applicable to common stockholders were:
|
|
Year Ended October 31,
|
||||
|
2022
|
2021
|
2020
|
2019
|
2018
|
California Fund
|
1.20%
|
0.60%
|
1.07%
|
1.75%
|
1.83%
|
Municipal Fund
|
1.16%
|
0.56%
|
1.00%
|
1.59%
|
1.62%
|
New York Fund
|
1.21%
|
0.61%
|
1.09%
|
1.74%
|
1.78%
|
e
|
Calculated by subtracting the Fund’s total liabilities (excluding the liquidation preference of VMTPS and accumulated unpaid distributions on VMTPS) from the Fund’s total assets and dividing by the number of VMTPS outstanding.
|
|
||||||||||||||||||||||||
Year Ended October 31,
|
||||||||||||||||||||||||
|
2017 |
2016
|
2015
|
2014
|
2013
|
|||||||||||||||||||
Common Stock Net Asset Value,
|
||||||||||||||||||||||||
Beginning of Year
|
$
|
15.67
|
$
|
15.34
|
$
|
15.51
|
$
|
14.46
|
$
|
15.85
|
||||||||||||||
|
||||||||||||||||||||||||
Income From Investment Operations
|
||||||||||||||||||||||||
Applicable to Common Stockholders:
|
||||||||||||||||||||||||
Net Investment Income (Loss)@
|
0.61
|
0.63
|
0.64
|
0.72
|
0.79
|
|||||||||||||||||||
Net Gains or Losses on Securities
|
||||||||||||||||||||||||
(both realized and unrealized)
|
(0.41
|
)
|
0.47
|
0.01
|
1.16
|
(1.34
|
)
|
|||||||||||||||||
Common Stock Equivalent of Distributions to
|
||||||||||||||||||||||||
AMPS Preferred Stockholders From:
|
||||||||||||||||||||||||
Net Investment Income@
|
—
|
—
|
—
|
(0.01
|
)
|
(0.02
|
)
|
|||||||||||||||||
Total From Investment Operations
|
||||||||||||||||||||||||
Applicable to Common Stockholders
|
0.20
|
1.10
|
0.65
|
1.87
|
(0.57
|
)
|
||||||||||||||||||
|
||||||||||||||||||||||||
Less Distributions to Common
|
||||||||||||||||||||||||
Stockholders From:
|
||||||||||||||||||||||||
Net Investment Income
|
(0.65
|
)
|
(0.77
|
)
|
(0.82
|
)
|
(0.82
|
)
|
(0.82
|
)
|
||||||||||||||
Common Stock Net Asset Value,
|
||||||||||||||||||||||||
End of Year
|
$
|
15.22
|
$
|
15.67
|
$
|
15.34
|
$
|
15.51
|
$
|
14.46
|
||||||||||||||
Common Stock Market Value,
|
||||||||||||||||||||||||
End of Year
|
$
|
13.91
|
$
|
15.57
|
$
|
15.33
|
$
|
15.53
|
$
|
14.26
|
||||||||||||||
Total Return, Common Stock Net Asset Value†
|
1.60
|
%a
|
7.28
|
%
|
4.37
|
%
|
13.28
|
%
|
(3.65
|
)%
|
||||||||||||||
Total Return, Common Stock Market Value†
|
(6.55
|
)%a
|
6.67
|
%
|
4.16
|
%
|
15.02
|
%
|
(9.60
|
)%
|
||||||||||||||
|
||||||||||||||||||||||||
Supplemental Data/Ratios††
|
||||||||||||||||||||||||
Net Assets Applicable to Common Stockholders,
|
||||||||||||||||||||||||
End of Year (in millions)
|
$
|
84.5
|
$
|
87.0
|
$
|
85.0
|
$
|
85.9
|
$
|
80.0
|
||||||||||||||
Preferred Stock Outstanding,
|
||||||||||||||||||||||||
End of Year (in millions)^
|
|
$
|
59.0 | ØØ |
$
|
59.0
|
$
|
59.0
|
$
|
59.0
|
$
|
59.0
|
||||||||||||
Preferred Stock Liquidation Value Per Share^
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
$
|
25,000
|
||||||||||||||
Ratios are Calculated Using
|
||||||||||||||||||||||||
Average Net Assets Applicable to
|
||||||||||||||||||||||||
Common Stockholders
|
||||||||||||||||||||||||
Ratio of Gross ExpensesØ
|
2.76
|
%
|
2.40
|
%
|
2.20
|
%
|
1.70
|
%
|
1.43
|
%
|
||||||||||||||
Ratio of Net ExpensesØ
|
2.70
|
%b
|
2.40
|
%
|
2.20
|
%
|
1.70
|
%
|
1.43
|
%‡
|
||||||||||||||
Ratio of Net Investment Income (Loss) Excluding
|
||||||||||||||||||||||||
AMPS Preferred Stock Distributions^
|
4.04
|
%b
|
3.95
|
%
|
4.16
|
%
|
4.85
|
%c
|
5.19
|
%c
|
||||||||||||||
Portfolio Turnover Rate
|
36
|
%
|
12
|
%
|
9
|
%
|
24
|
%
|
47
|
%
|
||||||||||||||
Asset Coverage Per Share, of Preferred
|
||||||||||||||||||||||||
Stock, End of Year¢
|
$
|
243,283
|
$
|
247,614
|
$
|
244,175
|
$
|
245,704
|
$
|
58,900
|
|
||||||||||||||||||||||||
Year Ended October 31, | ||||||||||||||||||||||||
2017 |
2016 |
2015 |
2014 |
2013 |
||||||||||||||||||||
Common Stock Net Asset Value,
|
||||||||||||||||||||||||
Beginning of Year
|
$
|
16.06
|
$
|
15.84
|
$
|
16.11
|
$
|
14.54
|
$
|
15.96
|
||||||||||||||
|
||||||||||||||||||||||||
Income From Investment Operations
|
||||||||||||||||||||||||
Applicable to Common Stockholders:
|
||||||||||||||||||||||||
Net Investment Income (Loss)@
|
0.74
|
0.77
|
0.81
|
0.88
|
0.89
|
|||||||||||||||||||
Net Gains or Losses on Securities
|
||||||||||||||||||||||||
(both realized and unrealized)
|
(0.48
|
)
|
0.35
|
(0.18
|
)
|
1.55
|
(1.45
|
)
|
||||||||||||||||
Common Stock Equivalent of Distributions to
|
||||||||||||||||||||||||
AMPS Preferred Stockholders From:
|
||||||||||||||||||||||||
Net Investment Income@
|
—
|
—
|
—
|
(0.01
|
)
|
(0.02
|
)
|
|||||||||||||||||
Total From Investment Operations
|
||||||||||||||||||||||||
Applicable to Common Stockholders
|
0.26
|
1.12
|
0.63
|
2.42
|
(0.58
|
)
|
||||||||||||||||||
|
||||||||||||||||||||||||
Less Distributions to Common
|
||||||||||||||||||||||||
Stockholders From:
|
||||||||||||||||||||||||
Net Investment Income
|
(0.83
|
)
|
(0.90
|
)
|
(0.90
|
)
|
(0.85
|
)
|
(0.84
|
)
|
||||||||||||||
Common Stock Net Asset Value,
|
||||||||||||||||||||||||
End of Year
|
$
|
15.49
|
$
|
16.06
|
$
|
15.84
|
$
|
16.11
|
$
|
14.54
|
||||||||||||||
Common Stock Market Value,
|
||||||||||||||||||||||||
End of Year
|
$
|
14.92
|
$
|
15.34
|
$
|
15.53
|
$
|
15.42
|
$
|
14.10
|
||||||||||||||
Total Return, Common Stock Net Asset Value†
|
1.83
|
%a
|
7.19
|
%
|
4.21
|
%
|
17.24
|
%
|
(3.59
|
)%
|
||||||||||||||
Total Return, Common Stock Market Value†
|
2.68
|
%a
|
4.42
|
%
|
6.74
|
%
|
15.72
|
%
|
(9.19
|
)%
|
||||||||||||||
|
||||||||||||||||||||||||
Supplemental Data/Ratios
|
||||||||||||||||||||||||
Net Assets Applicable to Common Stockholders,
|
||||||||||||||||||||||||
End of Year (in millions)
|
$
|
291.3
|
$
|
301.8
|
$
|
297.3
|
$
|
302.3
|
$
|
272.9
|
||||||||||||||
Preferred Stock Outstanding,
|
||||||||||||||||||||||||
End of Year (in millions)^^
|
|
$
|
179.3 |
ØØ |
$
|
179.4
|
$
|
179.4
|
$
|
179.4
|
$
|
179.4
|
||||||||||||
Preferred Stock Liquidation Value Per Share^^
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
$
|
25,000
|
||||||||||||||
Ratios are Calculated Using
|
||||||||||||||||||||||||
Average Net Assets Applicable to
|
||||||||||||||||||||||||
Common Stockholders
|
||||||||||||||||||||||||
Ratio of Gross ExpensesØ
|
2.31
|
%
|
2.00
|
%
|
1.84
|
%
|
1.41
|
%
|
1.17
|
%
|
||||||||||||||
Ratio of Net ExpensesØ
|
2.29
|
%b
|
2.00
|
%
|
1.84
|
%
|
1.41
|
%
|
1.17
|
‡
|
||||||||||||||
Ratio of Net Investment Income (Loss) Excluding
|
||||||||||||||||||||||||
AMPS Preferred Stock Distributions^^
|
4.78
|
%b
|
4.70
|
%
|
5.05
|
%
|
5.77
|
%c
|
5.78
|
%c
|
||||||||||||||
Portfolio Turnover Rate
|
20
|
%
|
19
|
%
|
9
|
%
|
24
|
%
|
40
|
%
|
||||||||||||||
Asset Coverage Per Share, of Preferred
|
||||||||||||||||||||||||
Stock, End of Year¢
|
$
|
262,497
|
$
|
268,414
|
$
|
265,828
|
$
|
268,620
|
$
|
63,026
|
|
||||||||||||||||||||||||
Year Ended October 31, | ||||||||||||||||||||||||
2017 |
2016 |
2015 |
2014 |
2013 |
||||||||||||||||||||
Common Stock Net Asset Value,
|
||||||||||||||||||||||||
Beginning of Year
|
$
|
14.56
|
$
|
14.31
|
$
|
14.52
|
$
|
13.71
|
$
|
15.03
|
||||||||||||||
|
||||||||||||||||||||||||
Income From Investment Operations
|
||||||||||||||||||||||||
Applicable to Common Stockholders:
|
||||||||||||||||||||||||
Net Investment Income (Loss)@
|
0.55
|
0.57
|
0.60
|
0.67
|
0.71
|
|||||||||||||||||||
Net Gains or Losses on Securities
|
||||||||||||||||||||||||
(both realized and unrealized)
|
(0.47
|
)
|
0.30
|
(0.09
|
)
|
0.93
|
(1.23
|
)
|
||||||||||||||||
Common Stock Equivalent of Distributions to
|
||||||||||||||||||||||||
AMPS Preferred Stockholders From:
|
||||||||||||||||||||||||
Net Investment Income@
|
—
|
—
|
—
|
(0.01
|
)
|
(0.02
|
)
|
|||||||||||||||||
Total From Investment Operations
|
||||||||||||||||||||||||
Applicable to Common Stockholders
|
0.08
|
0.87
|
0.51
|
1.59
|
(0.54
|
)
|
||||||||||||||||||
|
||||||||||||||||||||||||
Less Distributions to Common
|
||||||||||||||||||||||||
Stockholders From:
|
||||||||||||||||||||||||
Net Investment Income
|
(0.54
|
)
|
(0.62
|
)
|
(0.72
|
)
|
(0.78
|
)
|
(0.78
|
)
|
||||||||||||||
Common Stock Net Asset Value,
|
||||||||||||||||||||||||
End of Year
|
$
|
14.10
|
$
|
14.56
|
$
|
14.31
|
$
|
14.52
|
$
|
13.71
|
||||||||||||||
Common Stock Market Value,
|
||||||||||||||||||||||||
End of Year
|
$
|
12.44
|
$
|
13.44
|
$
|
13.78
|
$
|
14.11
|
$
|
12.97
|
||||||||||||||
Total Return, Common Stock Net Asset Value†
|
1.04
|
%a
|
6.27
|
%
|
3.70
|
%
|
12.16
|
%
|
(3.50
|
)%
|
||||||||||||||
Total Return, Common Stock Market Value†
|
(3.43
|
)%a
|
1.87
|
%
|
2.76
|
%
|
15.21
|
%
|
(12.82
|
)%
|
||||||||||||||
|
||||||||||||||||||||||||
Supplemental Data/Ratios††
|
||||||||||||||||||||||||
Net Assets Applicable to Common Stockholders,
|
||||||||||||||||||||||||
End of Year (in millions)
|
$
|
71.6
|
$
|
73.9
|
$
|
72.6
|
$
|
73.7
|
$
|
69.6
|
||||||||||||||
Preferred Stock Outstanding,
|
||||||||||||||||||||||||
End of Year (in millions)^^^
|
|
$
|
48.3 |
ØØ |
$
|
48.3
|
$
|
48.3
|
$
|
48.3
|
$
|
48.3
|
||||||||||||
Preferred Stock Liquidation Value Per Share^^^
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
$
|
25,000
|
||||||||||||||
Ratios are Calculated Using
|
||||||||||||||||||||||||
Average Net Assets Applicable to
|
||||||||||||||||||||||||
Common Stockholders
|
||||||||||||||||||||||||
Ratio of Gross ExpensesØ
|
2.75
|
%
|
2.39
|
%
|
2.19
|
%
|
1.71
|
%
|
1.43
|
%
|
||||||||||||||
Ratio of Net ExpensesØ
|
2.69
|
%b
|
2.39
|
%
|
2.19
|
%
|
1.71
|
%
|
1.43
|
%‡
|
||||||||||||||
Ratio of Net Investment Income (Loss) Excluding
|
||||||||||||||||||||||||
AMPS Preferred Stock Distributions^^^
|
3.92
|
%b
|
3.90
|
%
|
4.14
|
%
|
4.75
|
%c
|
4.93
|
%c
|
||||||||||||||
Portfolio Turnover Rate
|
25
|
%
|
10
|
%
|
18
|
%
|
32
|
%
|
52
|
%
|
||||||||||||||
Asset Coverage Per Share, of Preferred
|
||||||||||||||||||||||||
Stock, End of Year¢
|
$
|
248,341
|
$
|
253,212
|
$
|
250,512
|
$
|
252,753
|
$
|
61,059
|
@
|
Calculated based on the average number of shares of common stock outstanding during each fiscal period.
|
|
|
||
†
|
|
Total return based on per share NAV reflects the effects of changes in NAV on the performance of each Fund during each fiscal period. Total return based on per share market value assumes the purchase of shares of common stock at the
market price on the first day and sale of common stock at the market price on the last day of the period indicated. Dividends and distributions, if any, are assumed to be reinvested at prices obtained under each Fund’s distribution
reinvestment plan. Results represent past performance and do not indicate future results. Current returns may be lower or higher than the performance data quoted. Investment returns may fluctuate and shares of common stock when sold may
be worth more or less than original cost.
|
|
||
††
|
Expense ratios do not include the effect of distributions on Auction Market Preferred Shares (“AMPS”). Income ratios include income earned on assets attributable to the VMTPS (AMPS prior to June 30, 2014, July 1, 2014 and July 2,
2014 for California, Intermediate and New York, respectively) outstanding.
|
|
|
||
^
|
Prior to June 30, 2014, California had AMPS outstanding. On June 30, 2014, California issued 590 VMTPS and redeemed its outstanding AMPS (see Note A to Financial Statements).
|
|
|
||
^^
|
Prior to July 1, 2014, Intermediate had AMPS outstanding. On July 1, 2014, Intermediate issued 1,794 VMTPS and redeemed its outstanding AMPS (see Note A to Financial Statements).
|
|
|
||
^^^
|
Prior to July 2, 2014, New York had AMPS outstanding. On July 2, 2014, New York issued 483 VMTPS and redeemed its outstanding AMPS.
|
|
|
||
Ø
|
Distributions on VMTPS are included in expense ratios. The annualized ratios of distributions on VMTPS to average net assets applicable to common stockholders were:
|
‡
|
|
Each Fund is required to calculate an expense ratio without taking into consideration any expense reductions related to expense offset arrangements. Prior to January 1, 2013, each Fund had an expense offset arrangement in connection
with its custodian contract. Had the Funds not received expense reductions related to expense offset arrangements, the annualized ratios of net expenses to average daily net assets applicable to common stockholders would have been:
|
Year Ended October 31,
|
||
2013 | ||
California
|
1.43%
|
|
Intermediate
|
1.17%
|
|
New York
|
1.43%
|
¢
|
Calculated by subtracting the Fund’s total liabilities (excluding the liquidation preference of VMTPS and accumulated unpaid distributions on VMTPS (AMPS prior to June 30, 2014, July 1, 2014 and July 2, 2014 for California,
Intermediate and New York, respectively)) from the Fund’s total assets and dividing by the number of VMTPS/AMPS outstanding.
|
|
|
||
a
|
The Custodian Out-of-Pocket Expenses Refunded listed in Note E of the Notes to Financial Statements had no impact on the Funds’ total returns for the year ended October 31, 2017.
|
|
|
||
b
|
|
Custodian Out-of-Pocket Expenses Refunded, as listed in Note E of the Notes to Financial Statements, which is non-recurring, is included in these ratios on a non-annualized basis. Had the Funds not received the refund the annualized
ratios of net expenses to average net assets and net investment income/(loss) to average net assets would have been:
|
Ratio of Net Expenses
|
Ratio of Net Investment Income/
|
|||||
to Average Net Assets
|
(Loss) to Average Net Assets
|
|||||
Year Ended
|
Year Ended
|
|||||
October 31, 2017
|
|
October 31, 2017
|
||||
California
|
2.76%
|
3.98%
|
|
|||
Intermediate
|
2.31%
|
4.75%
|
||||
New York
|
2.75%
|
3.86%
|
c
|
|
The annualized ratios of distributions on AMPS to average net assets applicable to common stockholders were:
|
Year Ended October 31,
|
|||||
2014 | 2013 | ||||
California
|
|
0.05%
|
|
0.13%
|
|
Intermediate
|
0.04%
|
0.12%
|
|||
New York |
0.05% |
0.12% |
INVESTMENT OBJECTIVES, POLICIES AND LIMITATIONS
|
3
|
INVESTMENT STRATEGIES, TECHNIQUES AND RISKS
|
5
|
MANAGEMENT OF THE FUNDS
|
18
|
COMPENSATION OF DIRECTORS
|
30
|
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
|
33
|
PORTFOLIO TRANSACTIONS
|
38
|
NET ASSET VALUE
|
41
|
DISTRIBUTIONS
|
42
|
CERTAIN PROVISIONS IN THE ARTICLES OF INCORPORATION
|
43
|
REPURCHASE OF COMMON STOCK; TENDER OFFERS; CONVERSION TO OPEN-END FUND
|
43
|
TAX MATTERS
|
45
|
REPORTS TO STOCKHOLDERS
|
52
|
CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSEMENT AGENT
|
52
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
52
|
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
|
52
|
COUNSEL
|
52
|
FINANCIAL STATEMENTS
|
52
|
SUPPLEMENTAL FINANCIAL INFORMATION
|
52
|
REGISTRATION STATEMENT
|
53
|
APPENDIX A |
A-1 |
Name, (Year of
Birth), and
Address(1)
|
Position(s) and
Length of Time
Served(2)
|
Principal Occupation(s)(3)
|
Number of
Portfolios in Fund Complex Overseen |
Other Directorships Held
Outside Fund Complex(3) |
Name, (Year of
Birth), and
Address(1)
|
Position(s) and
Length of Time
Served(2)
|
Principal Occupation(s)(3)
|
Number of
Portfolios in Fund Complex Overseen |
Other Directorships Held
Outside Fund Complex(3) |
Management, 2011 to 2014, President and Chief Executive Officer, Mutual Funds and Intermediary Business, GE Asset Management, 2007 to 2011, President, Institutional Sales and Marketing, GE Asset Management, 1998 to 2007, and Chief Financial Officer, GE Asset Management, and Deputy Treasurer, GE Company, 1988 to 1993. |
June 2016; formerly, Director, Skin Cancer Foundation (not-for-profit), 2006 to 2015; formerly, Director, GE Investments Funds, Inc., 1997 to 2014; formerly, Trustee, GE Institutional Funds, 1997 to 2014; formerly, Director, GE
Asset Management, 1988 to 2014; formerly, Director, Elfun Trusts, 1988 to 2014; formerly, Trustee, GE Pension & Benefit Plans, 1988 to 2014; formerly, Member of Board of Governors, Investment Company Institute.
|
|||
Deborah
C. McLean (1954) |
Director since 2015
|
Member, Circle Financial Group (private wealth management membership practice), since 2011; Managing Director, Golden Seeds LLC (an angel investing group), since 2009; Adjunct Professor (Corporate Finance), Columbia University School
of International and Public Affairs, since 2008; formerly, Visiting Assistant Professor, Fairfield University, Dolan School of Business, Fall 2007; formerly, Adjunct Associate Professor of Finance, Richmond, The American International
University in London, 1999 to 2007.
|
49
|
Board member, The Maritime Aquarium at Norwalk, since 2020; Board member, Norwalk Community College
Foundation, since 2014; Dean’s Advisory Council, Radcliffe Institute for Advanced Study, since 2014; formerly, Director and Treasurer, At Home in Darien (not-for-profit), 2012 to
2014; formerly, Director, National Executive Service Corps (not-for-profit), 2012 to 2013; formerly, Trustee, Richmond, The American International University in London,
1999 to 2013.
|
George W. Morriss
(1947) |
Director since 2007
|
Formerly, Adjunct Professor, Columbia University School
of International and Public Affairs, from 2012 to 2018;
formerly, Executive Vice President and Chief Financial
Officer, People’s United Bank, Connecticut (a financial services company),
|
49
|
Director, 1 WS Credit Income Fund; Chair, Audit Committee, since 2018; Director and Chair, Thrivent Church Loan and Income Fund, since 2018; formerly, Trustee, Steben Alternative Investment Funds, Steben
Select Multi-Strategy Fund,
|
Name, (Year of
Birth), and
Address(1)
|
Position(s) and
Length of Time
Served(2)
|
Principal Occupation(s)(3)
|
Number of
Portfolios in Fund Complex Overseen |
Other Directorships Held
Outside Fund Complex(3) |
Name, (Year of
Birth), and
Address(1)
|
Position(s) and
Length of Time
Served(2)
|
Principal Occupation(s)(3)
|
Number of
Portfolios in Fund Complex Overseen |
Other Directorships Held
Outside Fund Complex(3) |
(engineering consulting firm), 2007 to 2010; formerly, Director, Bank Leumi (commercial bank), 2005 to 2007; formerly, Advisory Board Member, Attensity (software developer), 2005 to 2007; formerly, Director, Foster Wheeler
Manufacturing, 1994 to 2004; formerly, Director, Dexter Corp., (manufacturer of Non-Wovens, Plastics, and Medical Supplies), 1992 to 2001.
|
||||
James G. Stavridis (1955)
|
Director since 2015
|
Vice Chairman Global Affairs, The Carlyle Group, since 2018; Commentator, NBC News, since 2015; formerly, Dean, Fletcher School of Law and Diplomacy, Tufts University, 2013 to 2018; formerly, Admiral, United States Navy, 1976 to
2013, including Supreme Allied Commander, NATO and Commander, European Command, 2009 to 2013, and Commander, United States Southern Command, 2006 to 2009.
|
49
|
Director, Fortinet (cybersecurity), since 2021; Director, Ankura, since 2020; Director, Vigor Shipyard, since 2019; Director, Rockefeller Foundation, since 2018; Director, American Water (water utility), since
2018; Director, NFP Corp. (insurance broker and consultant), since 2017; Director, Onassis Foundation, since 2014; Director, Michael Baker International (construction) since 2014; Director, Vertical Knowledge, LLC, since 2013; formerly,
Director, U.S. Naval Institute, 2014 to 2019; formerly, Director, Navy Federal Credit Union, 2000 to 2002; formerly, Director, BMC Software Federal, LLC, 2014 to 2019.
|
Fund Director who is an “Interested Person”
|
||||
Joseph V. Amato*
(1962) |
Chief Executive Officer and President since 2018; Director since 2009
|
President and Director, Neuberger Berman Group LLC, since 2009; President and Chief Executive Officer, Neuberger Berman BD LLC and Neuberger Berman Holdings LLC (including its
|
49
|
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
|
Name, (Year of
Birth), and
Address(1)
|
Position(s) and
Length of Time
Served(2)
|
Principal Occupation(s)(3)
|
Number of
Portfolios in Fund Complex Overseen |
Other Directorships Held
Outside Fund Complex(3) |
predecessor, Neuberger Berman Inc.), since 2007; Chief Investment Officer (Equities) and President (Equities), Neuberger Berman Investment Advisers LLC (“NBIA”) (formerly, Neuberger Berman Fixed Income LLC (“NBFI”) and including
predecessor entities), since 2007, and Board Member of NBIA since 2006; formerly, Global Head of Asset Management of Lehman Brothers Holdings Inc.’s (“LBHI”) Investment Management Division, 2006 to 2009; formerly, member of LBHI’s
Investment Management Division’s 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 LBI’s Equity Sales and a Member of its Equities Division Executive Committee, 2003 to 2005; President and Chief Executive Officer, twelve registered investment companies for which NBIA acts as investment manager and/or
administrator.
|
school), since 2007; Member of Board of Regents, Georgetown University, since 2013. |
Name, Address and
(Year of Birth)(1) |
Position(s)
and Length of Time Served(2) |
Principal Occupation(s) During Past 5 Years
|
Claudia A. Brandon (1956)
|
Executive Vice President since 2008; Secretary since 2003
|
Senior Vice President, Neuberger Berman, since 2007 and Employee since 1999; Senior Vice President, NBIA, since 2008 and Assistant Secretary since 2004; formerly, Vice President, Neuberger Berman, 2002 to
2006; formerly, Vice President – Mutual Fund Board Relations, NBIA, 2000 to 2008; formerly, Vice President, NBIA, 1986 to 1999 and Employee, 1984 to 1999; Executive Vice President and Secretary, thirty-three registered investment
companies for which NBIA acts as investment manager and/or administrator.
|
Agnes Diaz (1971)
|
Vice President since 2013
|
Senior Vice President, Neuberger Berman, since 2012; Senior Vice President, NBIA, since 2012 and Employee since 1996; formerly, Vice President, Neuberger Berman, 2007 to 2012; Vice President, twelve
registered investment companies for which NBIA acts as investment manager and/or administrator.
|
Anthony DiBernardo (1979)
|
Assistant Treasurer since 2011
|
Senior Vice President, Neuberger Berman, since 2014; Senior Vice President, NBIA, since 2014, and Employee since 2003; formerly, Vice President, Neuberger Berman, 2009 to 2014; Assistant Treasurer, twelve
registered investment companies for which NBIA acts as investment manager and/or administrator.
|
Savonne L. Ferguson (1973)
|
Chief Compliance Officer since 2018
|
Senior Vice President, Chief Compliance Officer (Mutual Funds) and Associate General Counsel, NBIA, since November 2018; formerly, Vice President T. Rowe Price Group, Inc. (2018), Vice President and
Senior Legal Counsel, T. Rowe Price Associates, Inc. (2014-2018), Vice President and Director of Regulatory Fund Administration, PNC Capital Advisors, LLC (2009-2014), Secretary, PNC Funds and PNC Advantage Funds (2010-2014); Chief
Compliance Officer, thirty-three registered investment companies for which NBIA acts as investment manager and/or administrator.
|
Corey A. Issing (1978)
|
Chief Legal Officer since 2016 (only
for purposes of sections 307 and 406 of
the Sarbanes-Oxley Act of 2002)
|
General Counsel – Mutual Funds since 2016 and Managing Director, NBIA, since 2017; formerly, Associate General Counsel (2015 to 2016), Counsel (2007 to 2015), Senior Vice President (2013
to 2016); Vice President (2009 to 2013); Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002), thirty-three registered investment companies for which NBIA acts as investment manager and/or
administrator.
|
Name, Address and
(Year of Birth)(1) |
Position(s)
and Length of Time Served(2) |
Principal Occupation(s) During Past 5 Years
|
Sheila R. James (1965)
|
Assistant Secretary since 2003
|
Senior Vice President, Neuberger Berman, since 2023 and Employee since 1999; Senior Vice President, NBIA, since 2023; formerly, Vice President, Neuberger Berman, 2008 to 2023; Assistant Vice President,
Neuberger Berman, 2007; Employee, NBIA, 1991 to 1999; Assistant Secretary, thirty-three registered investment companies for which NBIA acts as investment manager and/or administrator.
|
Brian Kerrane (1969)
|
Chief Operating Officer since 2015; Vice President since 2008
|
Managing Director, Neuberger Berman, since 2013; Chief Operating Officer – Mutual Funds and Managing Director, NBIA, since 2015; formerly, Senior Vice President, Neuberger Berman, 2006 to 2014; Vice
President, NBIA, 2008 to 2015 and Employee since 1991; Chief Operating Officer, twelve registered investment companies for which NBIA acts as investment manager and/or administrator; Vice President, thirt
|
Anthony Maltese (1959)
|
Vice President since 2015
|
Senior Vice President, Neuberger Berman, since 2014 and Employee since 2000; Senior Vice President, NBIA, since 2014; Vice President, twelve registered investment companies for which NBIA acts as
investment manager and/or administrator.
|
Josephine Marone (1963)
|
Assistant Secretary since 2017
|
Senior Paralegal, Neuberger Berman, since 2007 and Employee since 2007; Assistant Secretary, thirty-three registered investment companies for which NBIA acts as investment manager and/or administrator.
|
Owen F. McEntee, Jr. (1961)
|
Vice President since 2008
|
Vice President, Neuberger Berman, since 2006; Vice President, NBIA, since 2006 and Employee since 1992; Vice President, twelve registered investment companies for which NBIA acts as investment manager
and/or administrator.
|
John M. McGovern (1970)
|
Treasurer and Principal Financial and Accounting Officer since 2005
|
Managing Director, Neuberger Berman, since 2022; Senior Vice President, Neuberger Berman, 2007 to 2021; Senior Vice President, NBIA, since 2007 and Employee since 1993; formerly, Vice President, Neuberger
Berman, 2004 to 2006; formerly, Assistant Treasurer, 2002 to 2005; Treasurer and Principal Financial and Accounting Officer, twelve registered investment companies for which NBIA acts as investment manager and/or administrator.
|
Frank Rosato (1971)
|
Assistant Treasurer since 2005
|
Vice President, Neuberger Berman, since 2006; Vice President, NBIA, since 2006 and Employee since 1995; Assistant Treasurer, twelve registered investment companies for which NBIA acts as investment
manager and/or administrator.
|
Name and Position with the Fund
|
Aggregate Compensation from California Municipal Fund for the Fiscal Year Ended October 31, 2022
|
Aggregate Compensation from New York Municipal Fund for the Fiscal Year Ended October 31, 2022
|
Aggregate Compensation from Municipal Fund for the Fiscal Year Ended October 31, 2022
|
Total Compensation from Registered Investment Companies in the Neuberger Berman Fund Complex Paid to Directors for Calendar Year Ended December 31, 2022
|
Independent Fund Directors
|
||||
Michael J. Cosgrove
Director
|
$5,260
|
$5,260
|
$5,260
|
$255,000
|
Marc Gary
Director
|
$5,156
|
$5,156
|
$5,156
|
$250,000
|
Martha C. Goss
Director
|
$5,156
|
$5,156
|
$5,156
|
$250,000
|
Michael M. Knetter
Director
|
$5,156
|
$5,156
|
$5,156
|
$250,000
|
Deborah C. McLean
Director
|
$5,336
|
$5,336
|
$5,336
|
$258,750
|
George W. Morriss
Director
|
$5,260
|
$5,260
|
$5,260
|
$255,000
|
Tom D. Seip
Chairman of the Board and Director
|
$6,185
|
$6,185
|
$6,185
|
$300,000
|
James G. Stavridis
Director
|
$4,847
|
$4,847
|
$4,847
|
$235,000
|
Peter P. Trapp1
Director
|
$1,170
|
$1,170
|
$1,170
|
$55,000
|
Director who is an “Interested Person”
|
||||
Joseph V. Amato
President, Chief Executive Officer and Director
|
$0
|
$0
|
$0
|
$0
|
Name of Fund Director
|
Dollar Range of
Equity Securities
Held in California
Municipal Fund
|
Dollar Range of
Equity Securities
Held in New York
Municipal Fund
|
Dollar Range of
Equity Securities
Held in Municipal
Fund
|
Aggregate Dollar
Range of Equity
Securities Held in
all Registered
Investment
Companies
Overseen by Fund
Director in Family
of Investment
Companies
|
Independent Fund Directors
|
||||
Michael J. Cosgrove
|
A
|
A
|
A
|
E
|
Marc Gary
|
A
|
A
|
A
|
E
|
Martha C. Goss
|
A
|
A
|
A
|
E
|
Michael M. Knetter
|
A
|
A
|
A
|
E
|
Deborah C. McLean
|
A
|
A
|
A
|
E
|
George W. Morriss
|
A
|
A
|
A
|
E
|
Tom D. Seip
|
A
|
A
|
A
|
E
|
James G. Stavridis
|
A
|
A
|
A
|
E
|
Fund Director who is an “Interested Person”
|
|
|
|
|
Joseph V. Amato
|
A
|
A
|
A
|
E
|
Management and Administration Fees
Accrued for Fiscal Years Ended October 31, |
||||
2022
|
2021
|
2020
|
||
California Municipal Fund
|
$720,381
|
$779,847
|
$766,684
|
Management and Administration Fees
Accrued for Fiscal Years Ended October 31, |
||||
2022
|
2021
|
2020
|
||
New York Municipal Fund
|
$597,658
|
$651,919
|
$638,499
|
Management and Administration Fees
Accrued for Fiscal Years Ended October 31, |
||||
2022
|
2021
|
2020
|
||
Municipal Fund
|
$2,306,633
|
$2,517,454
|
$2,477,418
|
Type of Account
|
Number of Accounts Managed
|
Total Assets Managed
($ millions)
|
Number of Accounts Managed for which Advisory Fee is Performance-Based
|
Assets Managed for which Advisory Fee is Performance-Based
($ millions)
|
|||
James L. Iselin
|
|||||||
Registered Investment Companies*
|
5
|
$539
|
0
|
$0
|
|||
Other Pooled Investment Vehicles**
|
10
|
$445
|
0
|
$0
|
|||
Other Accounts***
|
93
|
$448
|
0
|
$0
|
|||
S. Blake Miller
|
|||||||
Registered Investment Companies*
|
5
|
$539
|
0
|
$0
|
|||
Other Pooled Investment Vehicles**
|
0
|
$0
|
0
|
$0
|
|||
Other Accounts***
|
90
|
$558
|
0
|
$0
|
|||
*
|
Registered Investment Companies include: Mutual Funds.
|
||||||
**
|
A portion of certain accounts may be managed by other portfolio managers; however, the total assets of such accounts are included above even though the
portfolio manager listed above is not involved in the day-to-day management of the entire account.
|
||||||
***
|
Other Accounts include: Institutional Separate Accounts, Sub-Advised Accounts and Managed Accounts (WRAP Accounts).
|
Portfolio Manager
|
Fund(s) Managed*
|
Dollar Range of Equity Securities Owned in the Fund
|
James L. Iselin
|
Neuberger Berman California Municipal Fund Inc.
|
B
|
Neuberger Berman Municipal Fund Inc.
|
D
|
A = None
|
|
E = $100,001-$500,000 |
|
B = $1-$10,000
|
|
F = $500,001-$1,000,000 |
|
C = $10,001 - $50,000
|
|
G = Over $1,000,001 |
|
D =$50,001-$100,000
|
|
|
|
Exhibit
Number
|
Description
|
|
|
||
(1)
|
(a)
|
|
(b)
|
||
(c)
|
||
(d)
|
||
|
||
(e)
|
||
(2)
|
||
(3)
|
Voting Trust Agreement. Not Applicable.
|
|
|
||
(4)
|
Plan of Reorganization and Termination. (Filed herewith as Appendix A to the Joint Proxy Statement/Prospectus).
|
|
|
||
(5)
|
(a)
|
|
|
||
(b)
|
||
|
||
(6)
|
(a)
|
|
(b)
|
||
(c)
|
||
|
(7)
|
Underwriting of Distribution Contract. None
|
|
(8)
|
Bonus or Profit Sharing Contracts. None.
|
|
|
||
(9)
|
(a)
|
|
|
||
(b)
|
||
(c)
|
||
(10)
|
Plan Pursuant to Rule 12b-1. None.
|
|
|
||
(11)
|
Opinion and Consent of Counsel. (To be filed by subsequent amendment).
|
|
|
||
(12)
|
Opinion of Counsel Supporting Tax Matters. (To be filed by subsequent amendment).
|
|
|
||
(13)
|
(a)
|
|
(b)
|
||
|
||
(c)
|
||
(d)
|
||
(e)
|
||
(14)
|
Consent of Auditor. (To be filed by subsequent amendment).
|
|
|
||
(15)
|
Financial Statements Omitted from Prospectus. None.
|
|
|
||
(16)
|
||
(17)
|
||
(18)
|
|
NEUBERGER BERMAN MUNICIPAL FUND INC. | |
|
|
|
By: |
/s/ Joseph V. Amato |
|
Name: |
Joseph V. Amato | |
Title: |
President and Chief Executive Officer |
Signature
|
Title
|
Date
|
/s/ Joseph V. Amato
|
President, Chief Executive Officer
and Director
|
April 17, 2023
|
Joseph V. Amato
|
||
/s/ John M. McGovern
|
Treasurer and Principal Financial and
Accounting Officer
|
April 17, 2023
|
John M. McGovern
|
||
/s/ Michael J. Cosgrove
|
Director
|
April 17, 2023
|
Michael J. Cosgrove*
|
||
/s/ Marc Gary
|
Director
|
April 17, 2023
|
Marc Gary*
|
||
/s/ Martha C. Goss
|
Director
|
April 17, 2023
|
Martha C. Goss*
|
||
/s/ Michael M. Knetter
|
Director
|
April 17, 2023
|
Michael M. Knetter*
|
||
/s/ Deborah C. McLean
|
Director
|
April 17, 2023
|
Deborah C. McLean*
|
||
/s/ George W. Morriss
|
Director
|
April 17, 2023
|
George W. Morriss*
|
||
/s/ Tom D. Seip
|
Chairman of the Board and Director
|
April 17, 2023
|
Tom D. Seip*
|
||
/s/ James G. Stavridis
|
Director
|
April 17, 2023
|
James G. Stavridis*
|
Item
|
Exhibit
|
(1)(b)
|
|
(1)(c)
|
|
(1)(d)
|
|
(1)(e)
|
|
(2)
|
|
(9)(b)
|
|
(9)(c)
|
|
(13)(b)
|
|
(13)(c)
|
|
(16)
|
|
(18)
|
1 Year Neuberger Berman Municipal Chart |
1 Month Neuberger Berman Municipal Chart |
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