As filed with the Securities and Exchange Commission on July 29, 2013
1933 Act Registration No. 002-85229
1940 Act Registration No. 811-03802
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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[ X ]
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Pre-Effective Amendment No.
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[ ]
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Post-Effective Amendment No.
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105
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[ X ]
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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[ X ]
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Amendment No.
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106
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[ X ]
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(Check appropriate box or boxes)
NEUBERGER BERMAN INCOME FUNDS
(Exact Name of Registrant as Specified in Charter)
c/o Neuberger Berman Management LLC
605 Third Avenue, 2
nd
Floor
New York, New York 10158-0180
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including Area Code: (212) 476-8800
Robert Conti
Chief Executive Officer and President
Neuberger Berman Income Funds
c/o Neuberger Berman Management LLC
605 Third Avenue, 2
nd
Floor
New York, New York 10158-0180
(Name and Address of Agent for Service)
With copies to:
Arthur C. Delibert, Esq.
K&L Gates LLP
1601 K Street, N.W.
Washington, D.C. 20006-1600
___________________________________
Approximate Date of Proposed Public Offering: Continuous
It is proposed that this filing will become effective (check appropriate box):
immediately upon filing pursuant to paragraph (b)
X
on _
August 2, 2013
_ pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on _________________ pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on _________________ pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
X
this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Explanatory Note: This Post-Effective Amendment No. 105 is being filed pursuant to Rule 485(b)(1)(iii) under the Securities Act of 1933, as amended (the “Securities Act”), solely to designate August 2, 2013 as the new effective date for Post-Effective Amendment No. 102 filed pursuant to Rule 485(a) under the Securities Act on May 15, 2013. This Amendment relates solely to Neuberger Berman Emerging Markets Income Fund (the “Fund”), a series of Neuberger Berman Income Funds (the “Registrant”). This Amendment does not supersede or amend any disclosure in the Registrant’s registration statement relating to any other series or class of the Registrant.
Title of Securities Being Registered:
Class A, Class C and Institutional Class shares of Neuberger Berman Emerging Markets Income Fund.
NEUBERGER BERMAN INCOME FUNDS
CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 105 ON FORM N-1A
This Post-Effective Amendment consists of the following papers and documents.
Cover Sheet
Contents of Post-Effective Amendment No. 105 on Form N-1A
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Part A -
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The Funds’ Prospectuses are incorporated by reference to Post-Effective Amendment No. 102 to the Registrant’s Registration Statement, as filed with the Securities and Exchange Commission on May 15, 2013 (0000898432-13-000854) (“PEA 102”).
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Part B -
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The Statement of Additional Information of the Funds is incorporated by reference to PEA 102.
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Part C -
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Other Information
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This registration statement does not affect the registration of any series or any class of a series of the Registrant not included herein.
NEUBERGER BERMAN INCOME FUNDS
POST-EFFECTIVE AMENDMENT NO. 105 ON FORM N-1A
PART C
OTHER INFORMATION
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Exhibit
Number
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Description
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(a)
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(1)
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Restated Certificate of Trust. Incorporated by Reference to Post-Effective Amendment No. 74 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed July 29, 2009).
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(2)
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Trust Instrument, Amended and Restated. Incorporated by Reference to Post-Effective Amendment No. 74 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802. (Filed July 29, 2009).
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(3)
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Amended Schedule A to Trust Instrument, Amended and Restated. Incorporated by Reference to Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802. (Filed May 15, 2013).
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(b)
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By-Laws, Amended and Restated. Incorporated by Reference to Post-Effective Amendment No. 74 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802. (Filed July 29, 2009).
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(c)
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(1)
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Trust Instrument, Amended and Restated, Article V. Incorporated by Reference to Item (a)(2) above.
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(2)
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By-Laws, Amended and Restated, Articles V, VI, and VIII. Incorporated by Reference to Item (b) above.
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(d)
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(1)
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(i)
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Management Agreement Between Registrant and Neuberger Berman Management LLC (“NB Management”) with respect to Neuberger Berman High Income Bond Fund, Neuberger Berman Municipal Intermediate Bond Fund, Neuberger Berman Short Duration Bond Fund and Neuberger Berman Strategic Income Fund. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(ii)
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Amended Management Agreement Schedules A and B. Incorporated by Reference to Post-Effective Amendment No. 88 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 27, 2012).
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Exhibit
Number
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Description
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(iii)
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Sub-Advisory Agreement Between NB Management and Neuberger Berman Fixed Income LLC with respect to Neuberger Berman High Income Bond Fund, Neuberger Berman Municipal Intermediate Bond Fund, Neuberger Berman Short Duration Bond Fund and Neuberger Berman Strategic Income Fund. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(iv)
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Amended Sub-Advisory Agreement Schedule A. Incorporated by Reference to Post-Effective Amendment No. 88 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 27, 2012).
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(2)
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(i)
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Management Agreement Between Registrant and NB Management with respect to Neuberger Berman Core Bond Fund, Neuberger Berman Emerging Markets Income Fund, Neuberger Berman Floating Rate Income Fund, Neuberger Berman New York Municipal Income Fund and Neuberger Berman Short Duration High Income Fund. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(ii)
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Amended Management Agreement Schedules A and B. Incorporated by Reference to Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802. (Filed May 15, 2013).
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(iii)
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Sub-Advisory Agreement Between NB Management and Neuberger Berman Fixed Income LLC with respect to Neuberger Berman Core Bond Fund, Neuberger Berman Emerging Markets Income Fund, Neuberger Berman Floating Rate Income Fund, Neuberger Berman New York Municipal Income Fund and Neuberger Berman Short Duration High Income Fund. Incorporated by Reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 29, 2009).
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(iv)
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Amended Sub-Advisory Agreement Schedules A and B. Incorporated by Reference to Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802. (Filed May 15, 2013).
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(e)
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(1)
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(i)
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Distribution Agreement Between Registrant and NB Management with Respect to Investor Class Shares of Neuberger Berman High Income Bond Fund, Neuberger Berman Municipal Intermediate Bond Fund and Neuberger Berman Short Duration Bond Fund. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(ii)
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Amended Distribution Agreement Schedule with Respect to Investor Class Shares of Neuberger Berman High Income Bond Fund, Neuberger Berman Municipal Intermediate Bond Fund and Neuberger Berman Short Duration Bond Fund. Incorporated by Reference to Post-Effective Amendment No. 88 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 27, 2012).
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(2)
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(i)
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Distribution Agreement Between Registrant and NB Management with Respect to Trust Class Shares of Neuberger Berman Short Duration Bond Fund. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(ii)
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Amended Distribution Agreement Schedule with Respect to Trust Class Shares of Neuberger Berman Short Duration Bond Fund. Incorporated by Reference to Post-Effective Amendment No. 88 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 27, 2012).
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(3)
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(i)
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Distribution Agreement Between Registrant and NB Management with Respect to Institutional Class Shares. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(ii)
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Amended Distribution Agreement Schedule with Respect to Institutional Class Shares. Incorporated by Reference to Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802. (Filed May 15, 2013).
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(4)
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(i)
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Distribution and Services Agreement Between Registrant and NB Management with Respect to Investor Class Shares of Neuberger Berman Core Bond Fund. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(ii)
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Amended Distribution and Services Agreement Schedule with Respect to Investor Class Shares of Neuberger Berman Core Bond Fund. Incorporated by Reference to Post-Effective Amendment No. 88 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 27, 2012).
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(5)
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(i)
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Distribution and Services Agreement Between Registrant and NB Management with Respect to Trust Class Shares of Neuberger Berman Strategic Income Fund. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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Exhibit
Number
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Description
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(ii)
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Amended Distribution and Services Agreement Schedule with Respect to Trust Class Shares of Neuberger Berman Strategic Income Fund. Incorporated by Reference to Post-Effective Amendment No. 88 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 27, 2012).
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(6)
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(i)
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Distribution and Services Agreement Between Registrant and NB Management with Respect to Class A Shares. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(ii)
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Amended Distribution and Services Agreement Schedule with Respect to Class A Shares. Incorporated by Reference to Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802. (Filed May 15, 2013).
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(7)
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(i)
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Distribution and Services Agreement Between Registrant and NB Management with Respect to Class C Shares. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(ii)
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Amended Distribution and Services Agreement Schedule with Respect to Class C Shares. Incorporated by Reference to Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802. (Filed May 15, 2013).
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(8)
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(i)
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Distribution and Services Agreement Between Registrant and NB Management with Respect to Class R3 Shares of Neuberger Berman High Income Bond Fund. Incorporated by Reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 29, 2009).
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(ii)
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Amended Distribution and Services Agreement Schedule with Respect to Class R3 Shares of Neuberger Berman High Income Bond Fund. Incorporated by Reference to Post-Effective Amendment No. 88 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 27, 2012).
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(9)
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Distribution Agreement Between Registrant and NB Management with Respect to Class R6 Shares. Incorporated by Reference to Post-Effective Amendment No. 99 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed March 14, 2013).
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(f)
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Bonus, Profit Sharing Contracts. None.
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(g)
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(1)
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(i)
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Custodian Contract Between Registrant and State Street Bank and Trust Company. Incorporated by Reference to Post-Effective Amendment No. 21 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 23, 1996).
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(ii)
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Schedule of Compensation under the Custodian Contract. Incorporated by Reference to Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed January 31, 1997).
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(iii)
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Amendment to Custodian Contract Between Registrant and State Street Bank and Trust Company. Incorporated by Reference to Post-Effective Amendment No. 88 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 27, 2012).
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(h)
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(1)
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Transfer Agency and Service Agreement Between Registrant and State Street Bank and Trust Company. Incorporated by Reference to Post-Effective Amendment No. 53 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 28, 2007).
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Exhibit
Number
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Description
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(2)
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(i)
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Administration Agreement Between Registrant and NB Management with Respect to Investor Class Shares. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(ii)
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Amended Administration Agreement Schedules A and B with Respect to Investor Class Shares. Incorporated by Reference to Post-Effective Amendment No. 88 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 27, 2012).
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(3)
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(i)
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Administration Agreement Between Registrant and NB Management with Respect to Trust Class Shares of Neuberger Berman Short Duration Bond Fund. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(ii)
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Amended Administration Agreement Schedules A and B with Respect to Trust Class Shares of Neuberger Berman Short Duration Bond Fund. Incorporated by Reference to Post-Effective Amendment No. 88 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 27, 2012).
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(4)
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(i)
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Administration Agreement Between Registrant and NB Management with Respect to Trust Class Shares of Neuberger Berman Strategic Income Fund. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(ii)
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Amended Administration Agreement Schedules A and B with Respect to Trust Class Shares of Neuberger Berman Strategic Income Fund. Incorporated by Reference to Post-Effective Amendment No. 88 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 27, 2012).
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(5)
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(i)
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Administration Agreement Between Registrant and NB Management with Respect to Institutional Class Shares. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(ii)
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Amended Administration Agreement Schedules A and B with Respect to Institutional Class Shares. Incorporated by Reference to Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802. (Filed May 15, 2013).
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(6)
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(i)
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Administration Agreement Between Registrant and NB Management with Respect to Class A Shares. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(ii)
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Amended Administration Agreement Schedules A and B with Respect to Class A Shares. Incorporated by Reference to Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802. (Filed May 15, 2013).
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(7)
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(i)
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Administration Agreement Between Registrant and NB Management with Respect to Class C Shares. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(ii)
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Amended Administration Agreement Schedules A and B with Respect to Class C Shares. Incorporated by Reference to Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802. (Filed May 15, 2013).
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(8)
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(i)
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Administration Agreement Between Registrant and NB Management with Respect to Class R3 Shares of Neuberger Berman High Income Bond Fund. Incorporated by Reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 29, 2009).
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Exhibit
Number
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Description
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(ii)
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Amended Administration Agreement Schedules A and B with Respect to Class R3 Shares of Neuberger Berman High Income Bond Fund. Incorporated by Reference to Post-Effective Amendment No. 88 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 27, 2012).
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(9)
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Administration Agreement Between Registrant and NB Management with Respect to Class R6 Shares. Incorporated by Reference to Post-Effective Amendment No. 99 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed March 14, 2013).
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(10)
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Expense Limitation Agreement Between Registrant and NB Management with Respect to the Funds and Classes listed on the attached Schedule A. Incorporated by Reference to Post-Effective Amendment No. 97 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 28, 2013).
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(11)
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Expense Limitation Agreement Between Registrant and NB Management with respect to Institutional Class shares of Neuberger Berman New York Municipal Income Fund. Incorporated by Reference to Post-Effective Amendment No. 94 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed December 28, 2012).
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(12)
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Expense Limitation Agreement Between Registrant and NB Management with respect to Class R6 shares of Neuberger Berman High Income Bond Fund and Neuberger Berman Strategic Income Fund. Incorporated by Reference to Post-Effective Amendment No. 99 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed March 14, 2013).
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(13)
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Expense Limitation Agreement with respect to Class A, Class C and Institutional Class shares for Neuberger Berman Emerging Markets Income Fund. (To be filed by subsequent amendment).
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(i)
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Opinion and Consent of Counsel. (To be filed by subsequent amendment).
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(j)
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Consent of Independent Registered Public Accounting Firm. None.
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(k)
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Financial Statements Omitted from Prospectus. None.
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(l)
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Letter of Investment Intent. None.
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(m)
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(1)
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(i)
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Plan Pursuant to Rule 12b-1 with Respect to Neuberger Berman Investor Class (now, Investor Class) Shares. Incorporated by Reference to Post-Effective Amendment No. 46 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed June 1, 2005).
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(ii)
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Amended Schedule A to the Plan Pursuant to Rule 12b-1 with Respect to Investor Class Shares of Neuberger Berman Core Bond Fund. Incorporated by Reference to Post-Effective Amendment No. 88 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 27, 2012).
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(2)
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(i)
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Plan Pursuant to Rule 12b-1 with Respect to Trust Class Shares of Neuberger Berman Strategic Income Fund. Incorporated by Reference to Post-Effective Amendment No. 53 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 28, 2007).
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(ii)
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Amended Schedule A to the Plan Pursuant to Rule 12b-1 with Respect to Trust Class Shares of Neuberger Berman Strategic Income Fund. Incorporated by Reference to Post-Effective Amendment No. 88 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 27, 2012).
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(3)
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(i)
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Plan Pursuant to Rule 12b-1 with Respect to Class A Shares. Incorporated by Reference to Post-Effective Amendment No. 61 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed December 17, 2007).
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(ii)
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Amended Schedule A to the Plan Pursuant to Rule 12b-1 with Respect to Class A Shares. Incorporated by Reference to Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802. (Filed May 15, 2013).
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Exhibit
Number
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Description
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(4)
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(i)
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Plan Pursuant to Rule 12b-1 with Respect to Class C Shares. Incorporated by Reference to Post-Effective Amendment No. 61 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed December 17, 2007).
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(ii)
|
Amended Schedule A to the Plan Pursuant to Rule 12b-1 with Respect to Class C Shares. Incorporated by Reference to Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802. (Filed May 15, 2013).
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(5)
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(i)
|
Plan Pursuant to Rule 12b-1 with respect to Class R3 Shares of Neuberger Berman High Income Bond Fund. Incorporated by Reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 29, 2009).
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(ii)
|
Amended Schedule A to the Plan Pursuant to Rule 12b-1 with Respect to Class R3 Shares of Neuberger Berman High Income Bond Fund. Incorporated by Reference to Post-Effective Amendment No. 88 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed February 27, 2012).
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(n)
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Plan Pursuant to Rule 18f-3. Incorporated by Reference to Post-Effective Amendment No. 99 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed March 14, 2013).
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(o)
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(1)
|
Power of Attorney for Registrant. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed May 15, 2009).
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(2)
|
Certified Board Resolutions Approving the Power of Attorney for Registrant. Incorporated by Reference to Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802 (Filed July 27, 2010).
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(p)
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Code of Ethics for Registrant, NB Management, Neuberger Berman LLC and Neuberger Berman Fixed Income LLC. Incorporated by Reference to Post-Effective Amendment No. 158 to the Registration Statement on Form N-1A of Neuberger Berman Equity Funds, File Nos. 2-11357 and 811-582 (Filed December 15, 2011).
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Item 29
.
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Persons Controlled By or Under Common Control with Registrant
.
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No person is controlled by or under common control with the Registrant.
|
Item 30
.
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Indemnification
.
|
A Delaware business trust may provide in its governing instrument for indemnification of its officers and trustees from and against any and all claims and demands whatsoever. Article IX, Section 2 of the Trust Instrument provides that the Registrant shall indemnify any present or former trustee, officer, employee or agent of the Registrant (“Covered Person”) to the fullest extent permitted by law against liability and all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding (“Action”) in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred by him or her in settlement thereof. Indemnification will not be provided to a person adjudged by a court or other body to be liable to the Registrant or its shareholders by reason of “willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office” (“Disabling Conduct”), or not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Registrant. In the event of a settlement, no indemnification may be provided unless there has been a determination that the officer or trustee did not engage in Disabling Conduct (i) by the court or other body approving the settlement; (ii) by at least a majority of those trustees who are neither interested persons, as that term is defined in the Investment Company Act of 1940 (“1940 Act”), of the Registrant (“Independent Trustees”), nor parties to the matter based upon a review of readily available facts; or (iii) by written opinion of independent legal counsel based upon a review of readily available facts.
Pursuant to Article IX, Section 3 of the Trust Instrument, if any present or former shareholder of any series (“Series”) of the Registrant shall be held personally liable solely by reason of his or her being or having been a shareholder and not because of his or her acts or omissions or for some other reason, the present or former shareholder (or his or her heirs, executors, administrators or other legal representatives or in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The
Registrant, on behalf of the affected Series, shall, upon request by such shareholder, assume the defense of any claim made against such shareholder for any act or obligation of the Series and satisfy any judgment thereon from the assets of the Series.
Section 9 of the Management Agreements between Neuberger Berman Management LLC (“NB Management”) and the Registrant provide that neither NB Management nor any director, officer or employee of NB Management performing services for any series of the Registrant at the direction or request of NB Management in connection with NB Management’s discharge of its obligations under the Agreements shall be liable for any error of judgment or mistake of law or for any loss suffered by a series in connection with any matter to which the Agreements relate; provided, that nothing in the Agreements shall be construed (i) to protect NB Management against any liability to the Registrant or any series thereof or its interest holders to which NB Management would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of NB Management’s reckless disregard of its obligations and duties under the Agreements, or (ii) to protect any director, officer or employee of NB Management who is or was a trustee or officer of the Registrant against any liability to the Registrant or any series thereof or its interest holders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office with the Registrant.
Section 1 of the Sub-Advisory Agreement between NB Management and Neuberger Berman Fixed Income LLC (“NBFI”) with respect to the Registrant provides that, in the absence of willful misfeasance, bad faith or gross negligence in the performance of its duties or of reckless disregard of its duties and obligations under the Agreement, NBFI will not be subject to any liability for any act or omission or any loss suffered by any series of the Registrant or their interest holders in connection with the matters to which the Agreements relate.
Section 6 of the Sub-Advisory Agreement between NB Management and NBFI and the Registrant provides that neither NBFI nor any director, officer or employee of NBFI performing services for any series of the Registrant at the direction or request of NBFI in connection with NBFI’s discharge of its obligations under the Agreement shall be liable for any error of judgment or mistake of law or for any loss suffered by a series in connection with any matter to which the Agreement relates; provided, that nothing in the Agreement shall be construed (i) to protect NBFI against any liability to the Registrant or any series thereof or its interest holders to which NBFI would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of NBFI’s reckless disregard of its obligations and duties under the Agreement, or (ii) to protect any director, officer or employee of NBFI who is or was a trustee or officer of the Registrant against any liability to the Registrant or any series thereof or its interest holders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office with the Registrant.
Section 11 of the Administration Agreements between the Registrant and NB Management on behalf of each of the classes of shares of each of the Registrant’s series provides that NB Management will not be liable to the Registrant for any action taken or omitted to be taken by NB Management or its employees, agents or contractors in carrying out the provisions of the Agreement if such action was taken or omitted in good faith and without negligence or misconduct on the part of NB Management, or its employees, agents or contractors. Section 12 of each Administration Agreement provides that the Registrant shall indemnify NB Management and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by NB Management that result from: (i) any claim, action, suit or proceeding in connection with NB Management’s entry into or performance of the Agreement; or (ii) any action taken or omission to act committed by NB Management in the performance of its obligations under the Agreement; or (iii) any action of NB Management upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of a Series; provided, that NB Management will not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of NB Management, or its employees, agents or contractors. Amounts payable by the Registrant under this provision shall be payable solely out of assets belonging to that Series, and not from assets belonging to any other Series of the Registrant. Section 13 of each Administration Agreement provides that NB Management will indemnify the Registrant and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by the Registrant that result from: (i) NB Management’s failure to comply with the terms of the Agreement; or (ii) NB Management’s lack of good faith in performing its obligations under the Agreement; or (iii) the negligence or misconduct of NB Management, or its employees, agents or contractors in connection with the Agreement. The Registrant shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of the Registrant or its employees, agents or contractors other than NB Management, unless such negligence or misconduct results from or is accompanied by negligence or misconduct on the part of NB Management, any affiliated person of NB Management, or any affiliated person of an affiliated person of NB Management.
Section 11 or Section 14 of the Distribution Agreements between the Registrant and NB Management (on behalf of each class of the Registrant) provides that NB Management shall look only to the assets of a Series for the Registrant’s performance of the Agreement by the Registrant on behalf of such Series, and neither the Trustees nor any of the Registrant’s officers, employees or agents, whether past, present or future, shall be personally liable herefore.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (“1933 Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
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Item 31
.
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Business and Other Connections of Investment Adviser and Sub-Adviser
.
|
There is set forth below information as to any other business, profession, vocation or employment of a substantial nature in which each director or officer of NB Management and each executive officer of NBFI is, or at any time during the past two years has been, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee.
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NAME
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BUSINESS AND OTHER CONNECTIONS
|
|
|
|
|
Andrew B. Allard
General Counsel and Senior Vice President, NB Management
|
Senior Vice President, Neuberger Berman LLC (“NB LLC”); Deputy General Counsel, NB LLC; Anti-Money Laundering Compliance Officer and Chief Legal Officer, Neuberger Berman Income Funds; Anti-Money Laundering Compliance Officer and Chief Legal Officer, Neuberger Berman Equity Funds; Anti-Money Laundering Compliance Officer and Chief Legal Officer, Neuberger Berman Advisers Management Trust; Anti-Money Laundering Compliance Officer and Chief Legal Officer, Neuberger Berman Alternative Funds; Anti-Money Laundering Compliance Officer and Chief Legal Officer, Neuberger Berman Intermediate Municipal Fund Inc.; Anti-Money Laundering Compliance Officer and Chief Legal Officer, Neuberger Berman MLP Income Fund Inc.; Anti-Money Laundering Compliance Officer and Chief Legal Officer, Neuberger Berman New York Intermediate Municipal Fund Inc.; Anti-Money Laundering Compliance Officer and Chief Legal Officer, Neuberger Berman California Intermediate Municipal Fund Inc.; Anti-Money Laundering Compliance Officer and Chief Legal Officer, Neuberger Berman Real Estate Securities Income Fund Inc.; Anti-Money Laundering Compliance Officer and Chief Legal Officer, Neuberger Berman High Yield Strategies Fund Inc.
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|
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|
|
Joseph V. Amato
Chief Investment Officer (Equities) and Managing Director, NB Management
|
Chief Executive Officer and President, Neuberger Berman Holdings LLC (including its predecessor, Neuberger Berman Inc.); President, Chief Executive Officer, NB LLC; Director and Managing Director of
NBFI
; Board member, NBFI; Trustee, Neuberger Berman Income Funds; Trustee, Neuberger Berman Equity Funds; Trustee, Neuberger Berman Advisers Management Trust; Trustee, Neuberger Berman Alternative Funds; Director, Neuberger Berman Intermediate Municipal Fund Inc.; Director, Neuberger Berman MLP Income Fund Inc.; Director, Neuberger Berman New York Intermediate Municipal Fund Inc.; Director, Neuberger Berman California Intermediate Municipal Fund Inc.; Director, Neuberger Berman Real Estate Securities Income Fund Inc.; Director, Neuberger Berman High Yield Strategies Fund Inc.; formerly, Global Head of Asset Management in the Investment Management Division, Lehman Brothers Holdings Inc., 2006-2009; formerly, Member of the Investment Management Division’s Executive Management Committee, Lehman Brothers Holdings Inc., 2006-2009.
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|
Thanos Bardas
Managing Director, NB Management
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Managing Director, NBFI; Managing Director, NB LLC; Portfolio Manager.
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NAME
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BUSINESS AND OTHER CONNECTIONS
|
|
|
|
|
John J. Barker
Managing Director, NB Management
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Managing Director, NB LLC; Portfolio Manager.
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Ann H. Benjamin
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
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Michael L. Bowyer
Managing Director, NB Management
|
Managing Director, NB LLC; Associate Portfolio Manager.
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|
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|
Claudia A. Brandon
Senior Vice President and Assistant Secretary, NB Management
|
Senior Vice President, NB LLC; Executive Vice President and Secretary, Neuberger Berman Advisers Management Trust; Executive Vice President and Secretary, Neuberger Berman Alternative Funds; Executive Vice President and Secretary, Neuberger Berman Equity Funds; Executive Vice President and Secretary, Neuberger Berman Income Funds; Executive Vice President and Secretary, Neuberger Berman Intermediate Municipal Fund Inc.; Executive Vice President and Secretary, Neuberger Berman MLP Income Fund Inc.; Executive Vice President and Secretary, Neuberger Berman New York Intermediate Municipal Fund Inc.; Executive Vice President and Secretary, Neuberger Berman California Intermediate Municipal Fund Inc.; Executive Vice President and Secretary, Neuberger Berman Real Estate Securities Income Fund Inc.; Executive Vice President and Secretary, Neuberger Berman High Yield Strategies Fund Inc.
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|
David M. Brown
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
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|
David H. Burshtan
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
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|
Stephen Casey
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
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|
Brad E. Cetron
Chief Compliance Officer, Managing Director and Director of Compliance (Broker Dealer), NB Management
|
Chief Compliance Officer and Managing Director, NB LLC.
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|
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|
|
Robert Conti
President and Chief Executive Officer, NB Management
|
Managing Director, NB LLC; Managing Director, NBFI; President, Chief Executive Officer and Trustee, Neuberger Berman Income Funds; President, Chief Executive Officer and Trustee, Neuberger Berman Equity Funds; President, Chief Executive Officer and Trustee, Neuberger Berman Advisers Management Trust; President, Chief Executive Officer and Trustee, Neuberger Berman Alternative Funds; President, Chief Executive Officer and Director, Neuberger Berman Intermediate Municipal Fund Inc.; President, Chief Executive Officer and Director, Neuberger Berman MLP Income Fund Inc.; President, Chief Executive Officer and Director, Neuberger Berman New York Intermediate Municipal Fund Inc.; President, Chief Executive Officer and Director, Neuberger Berman California Intermediate Municipal Fund Inc.; President, Chief Executive Officer and Director, Neuberger Berman Real Estate Securities Income Fund Inc.; President, Chief Executive Officer and Director, Neuberger Berman High Yield Strategies Fund Inc.
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|
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|
William R. Covode
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
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|
NAME
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BUSINESS AND OTHER CONNECTIONS
|
|
|
|
|
Timothy Creedon
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
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|
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Robert W. D’Alelio
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
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|
Alexandre Da Silva
Senior Vice President, NB Management
|
Senior Vice President, NB LLC; Senior Vice President, NBFI; Portfolio Manager.
|
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|
|
James Dempsey
Chief Financial Officer, Treasurer and Senior Vice President, NB Management
|
Chief Financial Officer, Treasurer and Senior Vice President, NB LLC; Treasurer and Senior Vice President, NBFI
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|
|
Rob Drijkoningen
Managing Director, NB Management
|
Managing Director, NBFI; Portfolio Manager.
|
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|
Ingrid Dyott
Managing Director, NB Management
|
Managing Director, NB LLC; Associate Portfolio Manager; Portfolio Manager.
|
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|
|
Michael Foster
Senior Vice President, NB Management
|
Senior Vice President, NB LLC; Senior Vice President, NBFI; Portfolio Manager.
|
|
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|
|
James Gartland
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
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|
Maxine L. Gerson
Secretary and Managing Director, NB Management
|
Managing Director and Secretary, NB LLC; and Managing Director and Secretary, Neuberger Berman Holdings LLC.
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|
|
Anthony Gleason
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
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|
Jennifer Gorgoll
Managing Director, NB Management
|
Managing Director, NBFI; Portfolio Manager.
|
|
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|
|
Richard Grau
Senior Vice President, NB Management
|
Senior Vice President, NB LLC; Senior Vice President, NBFI; Portfolio Manager.
|
|
|
|
|
Michael C. Greene
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Ian Haas
Senior Vice President, NB Management
|
Senior Vice President, NB LLC; Senior Vice President, NB Alternative Investment Management LLC (“NBAIM”); Portfolio Manager
|
|
|
|
|
William Hunter
Senior Vice President, NB Management
|
Senior Vice President, NB LLC; Portfolio Manager.
|
|
|
|
|
Fred Ingham
Managing Director, NB Management
|
Managing Director, NBAIM; Portfolio Manager.
|
|
NAME
|
BUSINESS AND OTHER CONNECTIONS
|
|
|
|
|
James L. Iselin
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
|
|
|
|
Andrew A. Johnson
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director and Board Member, NBFI; Portfolio Manager.
|
|
|
|
|
Brian Jones
Senior Vice President, NB Management
|
Senior Vice President, NB LLC; Portfolio Manager.
|
|
|
|
|
Gerald Kaminsky
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Michael Kaminsky
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Charles Kantor
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
|
|
|
|
Vera Kartseva
Vice President, NB Management
|
Vice President, NBFI; Portfolio Manager.
|
|
|
|
|
Hakan Kaya
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
|
|
|
|
Brian Kerrane
Chief Administrative Officer and Senior Vice President, NB Management
|
Vice President, Neuberger Berman Income Funds; Vice President, Neuberger Berman Equity Funds; Vice President, Neuberger Berman Advisers Management Trust; Vice President, Neuberger Berman Alternative Funds; Vice President, Neuberger Berman Intermediate Municipal Fund Inc.; Vice President, Neuberger Berman MLP Income Fund Inc.; Vice President, Neuberger Berman New York Intermediate Municipal Fund Inc.; Vice President, Neuberger Berman California Intermediate Municipal Fund Inc.; Vice President, Neuberger Berman Real Estate Securities Income Fund Inc.; Vice President, Neuberger Berman High Yield Strategies Fund Inc.
|
|
|
|
|
David Kupperman
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBAIM; Portfolio Manager.
|
|
|
|
|
Sajjad S. Ladiwala
Managing Director, NB Management
|
Managing Director, NB LLC; Associate Portfolio Manager.
|
|
|
|
|
Wai Lee
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
|
|
|
|
David M. Levine
Senior Vice President, NB Management
|
Senior Vice President, NB LLC; Portfolio Manager.
|
|
|
|
|
Richard S. Levine
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Raoul Luttik
Managing Director, NB Management
|
Managing Director, NBFI; Portfolio Manager.
|
|
|
|
|
Joseph Lynch
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
|
NAME
|
BUSINESS AND OTHER CONNECTIONS
|
|
|
|
|
Jeff Majit
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBAIM; Portfolio Manager.
|
|
|
|
|
Thomas J. Marthaler
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
|
|
|
|
James F. McAree
Senior Vice President, NB Management
|
Senior Vice President, NB LLC; Portfolio Manager.
|
|
|
|
|
S. Blake Miller
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
|
|
|
|
Arthur Moretti
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Richard S. Nackenson
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Benjamin H. Nahum
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Thomas P. O’Reilly
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
|
|
|
|
Alexandra Pomeroy
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Douglas A. Rachlin
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Brett S. Reiner
Managing Director, NB Management
|
Managing Director, NB LLC; Associate Portfolio Manager.
|
|
|
|
|
Daniel D. Rosenblatt
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Conrad A. Saldanha
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Eli M. Salzmann
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Mindy Schwartzapfel
Senior Vice President, NB Management
|
Senior Vice President, NB LLC; Portfolio Manager.
|
|
|
|
|
Benjamin E. Segal
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Saurin Shah
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Steve S. Shigekawa
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
NAME
|
BUSINESS AND OTHER CONNECTIONS
|
|
Neil S. Siegel
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBFI; Vice President, Neuberger Berman Income Funds; Vice President, Neuberger Berman Equity Funds; Vice President, Neuberger Berman Advisers Management Trust; Vice President, Neuberger Berman Alternative Funds; Vice President, Neuberger Berman Intermediate Municipal Fund Inc.; Vice President, Neuberger Berman MLP Income Fund Inc.; Vice President, Neuberger Berman New York Intermediate Municipal Fund Inc.; Vice President, Neuberger Berman California Intermediate Municipal Fund Inc.; Vice President, Neuberger Berman Real Estate Securities Income Fund Inc.; Vice President, Neuberger Berman High Yield Strategies Fund Inc.
|
|
|
|
|
Yves C. Siegal
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Amit Solomon
Senior Vice President, NB Management
|
Senior Vice President, NB LLC; Portfolio Manager.
|
|
|
|
|
Thomas A. Sontag
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
|
|
|
|
Mamundi Subhas
Senior Vice President, NB Management
|
Senior Vice President, NB LLC; Portfolio Manager.
|
|
|
|
|
Mark D. Sullivan
Senior Vice President, NB Management
|
Senior Vice President, NB LLC; Portfolio Manager.
|
|
|
|
|
Lihui Tang
Managing Director, NB Management
|
Managing Director, NB Asia; Portfolio Manager.
|
|
|
|
|
Bradley C. Tank
Chief Investment Officer (Fixed Income) and Managing Director, NB Management
|
Managing Director, NB LLC; Chief Executive Officer, Chairman and Managing Director, NBFI; Portfolio Manager.
|
|
|
|
|
Kenneth J. Turek
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Gorky Urquieta
Managing Director, NB Management
|
Managing Director, NBFI; Portfolio Manager.
|
|
|
|
|
Judith M. Vale
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
Bart Van der Made
Managing Director, NB Management
|
Managing Director, NBFI; Portfolio Manager.
|
|
|
|
|
Eric Weinstein
Managing Director, NB Management
|
Managing Director, NB LLC; Managing Director, NBAIM; Portfolio Manager.
|
|
|
|
|
Richard Werman
Managing Director, NB Management
|
Managing Director, NB LLC; Portfolio Manager.
|
|
|
|
|
NAME
|
BUSINESS AND OTHER CONNECTIONS
|
|
|
|
|
Chamaine Williams
Chief Compliance Officer, Senior Vice President and Director of Compliance (Investment Adviser), NB Management
|
Chief Compliance Officer, Neuberger Berman Income Funds; Chief Compliance Officer, Neuberger Berman Equity Funds; Chief Compliance Officer, Neuberger Berman Advisers Management Trust; Chief Compliance Officer, Neuberger Berman Alternative Funds; Chief Compliance Officer, Neuberger Berman Intermediate Municipal Fund Inc.; Chief Compliance Officer, Neuberger Berman MLP Income Fund Inc.; Chief Compliance Officer, Neuberger Berman New York Intermediate Municipal Fund Inc.; Chief Compliance Officer, Neuberger Berman California Intermediate Municipal Fund Inc.; Chief Compliance Officer, Neuberger Berman Real Estate Securities Income Fund Inc.; Chief Compliance Officer, Neuberger Berman High Yield Strategies Fund Inc.
|
|
|
|
|
Yulin (Frank) Yao
Managing Director, NB Management
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Managing Director, NB Asia; Portfolio Manager.
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Ping Zhou
Senior Vice President, NB Management
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Senior Vice President, NB LLC; Senior Vice President, NBFI; Portfolio Manager.
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The principal address of NB Management and each of the investment companies named above is 605 Third Avenue, New York, New York 10158. The principal address of NBFI is 190 LaSalle Street, Chicago, Illinois 60603.
Information as to the directors and officers of NBFI, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the directors and officers of NBFI in the last two years, is included in its application for registration as an investment adviser on Form ADV (File No. 801-61757) filed under the Investment Advisers Act of 1940, as amended, and is incorporated by reference thereto.
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Item 32
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Principal Underwriters
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(a) NB Management, the principal underwriter distributing securities of the Registrant, is also the principal underwriter and distributor for each of the following investment companies:
Neuberger Berman Advisers Management Trust
Neuberger Berman Alternative Funds
Neuberger Berman Equity Funds
(b) Set forth below is information concerning the directors and officers of the Registrant’s principal underwriter. The principal business address of each of the persons listed is 605 Third Avenue, New York, New York 10158-0180, which is also the address of the Registrant’s principal underwriter.
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NAME
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POSITIONS AND OFFICES
WITH UNDERWRITER
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POSITIONS AND OFFICES
WITH REGISTRANT
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Andrew B. Allard
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General Counsel and Senior Vice President
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Anti-Money Laundering Compliance Officer and Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes – Oxley Act of 2002)
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Joseph V. Amato
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Chief Investment Officer (Equities) and Managing Director
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Trustee
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Thanos Bardas
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Managing Director
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None
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John J. Barker
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Managing Director
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None
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Ann H. Benjamin
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Managing Director
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None
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Michael L. Bowyer
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Managing Director
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None
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NAME
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POSITIONS AND OFFICES
WITH UNDERWRITER
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POSITIONS AND OFFICES
WITH REGISTRANT
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Claudia A. Brandon
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Senior Vice President and Assistant Secretary
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Executive Vice President and Secretary
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David M. Brown
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Managing Director
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None
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David H. Burshtan
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Managing Director
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None
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Stephen Casey
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Managing Director
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None
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Brad E. Cetron
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Chief Compliance Officer, Managing Director and Director of Compliance (Broker Dealer)
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None
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Robert Conti
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President and Chief Executive Officer
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President, Chief Executive Officer and Trustee
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William R. Covode
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Managing Director
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None
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Timothy Creedon
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Managing Director
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None
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Robert W. D’Alelio
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Managing Director
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None
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Alexandre Da Silva
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Senior Vice President
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None
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James Dempsey
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Chief Financial Officer, Treasurer and Senior Vice President
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None
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Rob Drijkoningen
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Managing Director
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None
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Ingrid Dyott
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Managing Director
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None
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Michael Foster
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Senior Vice President
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None
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James Gartland
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Managing Director
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None
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Maxine L. Gerson
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Secretary and Managing Director
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None
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Anthony Gleason
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Managing Director
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None
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Jennifer Gorgoll
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Managing Director
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None
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Richard Grau
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Senior Vice President
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None
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Michael C. Greene
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Managing Director
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None
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Ian Haas
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Senior Vice President
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None
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William Hunter
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Senior Vice President
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None
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Fred Ingham
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Managing Director
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None
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James L. Iselin
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Managing Director
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None
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Andrew A. Johnson
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Managing Director
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None
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Brian Jones
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Senior Vice President
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None
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Gerald Kaminsky
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Managing Director
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None
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Michael Kaminsky
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Managing Director
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None
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Charles Kantor
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Managing Director
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None
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Vera Kartseva
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Vice President
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None
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Hakan Kaya
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Managing Director
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None
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Brian Kerrane
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Chief Administrative Officer and Senior Vice President
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Vice President
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David Kupperman
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Managing Director
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None
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Sajjad S. Ladiwala
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Managing Director
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None
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Wai Lee
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Managing Director
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None
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David M. Levine
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Senior Vice President
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None
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Richard S. Levine
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Managing Director
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None
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Raoul Luttik
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Managing Director
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None
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Joseph Lynch
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Managing Director
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None
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Jeff Majit
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Managing Director
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None
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Thomas J. Marthaler
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Managing Director
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None
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James F. McAree
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Senior Vice President
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None
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NAME
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POSITIONS AND OFFICES
WITH UNDERWRITER
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POSITIONS AND OFFICES
WITH REGISTRANT
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S. Blake Miller
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Managing Director
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None
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Arthur Moretti
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Managing Director
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None
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Richard S. Nackenson
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Managing Director
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None
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Benjamin H. Nahum
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Managing Director
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None
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Thomas P. O’Reilly
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Managing Director
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None
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Alexandra Pomeroy
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Managing Director
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None
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Douglas A. Rachlin
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Managing Director
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None
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Brett S. Reiner
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Managing Director
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None
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Daniel D. Rosenblatt
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Managing Director
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None
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Conrad A. Saldanha
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Managing Director
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None
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Eli M. Salzmann
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Managing Director
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None
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Mindy Schwartzapfel
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Senior Vice President
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None
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Benjamin E. Segal
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Managing Director
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None
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Saurin Shah
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Managing Director
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None
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Steve S. Shigekawa
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Managing Director
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None
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Neil S. Siegel
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Managing Director
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Vice President
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Yves C. Siegel
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Managing Director
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None
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Amit Solomon
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Senior Vice President
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None
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Thomas A. Sontag
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Managing Director
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None
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Mamundi Subhas
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Senior Vice President
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None
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Mark D. Sullivan
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Senior Vice President
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None
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Lihui Tang
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Managing Director
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None
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Bradley C. Tank
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Chief Investment Officer (Fixed Income) and Managing Director
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None
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Kenneth J. Turek
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Managing Director
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None
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Gorky Urquieta
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Managing Director
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None
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Judith M. Vale
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Managing Director
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None
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Bart Van der Made
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Managing Director
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None
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Eric Weinstein
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Managing Director
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None
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Richard Werman
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Managing Director
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None
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Chamaine Williams
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Chief Compliance Officer, Senior Vice President and Director of Compliance (Investment Adviser)
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Chief Compliance Officer
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Yulin (Frank) Yao
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Managing Director
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None
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Ping Zhou
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Senior Vice President
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None
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(c) No commissions or other compensation were received directly or indirectly from the Registrant by any principal underwriter who was not an affiliated person of the Registrant.
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Item 33
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Location of Accounts and Records
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All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, as amended, and the rules promulgated thereunder with respect to the Registrant are maintained at the offices of State Street Bank and Trust Company, 2 Avenue de Lafayette, Boston, Massachusetts 02111, except for the Registrant’s Trust Instrument and By-Laws, minutes of meetings of the Registrant’s Trustees and shareholders and the Registrant’s policies and contracts, which are maintained at the offices of the Registrant, 605 Third Avenue, New York, New York 10158-0180.
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Item 34
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Management Services
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Other than as set forth in Parts A and B of this Post-Effective Amendment, the Registrant is not a party to any management-related service contract.
None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the 1933 Act and has duly caused this Post-Effective Amendment No. 105 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and State of New York on the 29
th
day of July, 2013.
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NEUBERGER BERMAN INCOME FUNDS
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By:
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/s/ Robert Conti
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Name:
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Robert Conti
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Title:
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President and Chief Executive Officer
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Pursuant to the requirements of the 1933 Act, Post-Effective Amendment No. 105 has been signed below by the following persons in the capacities and on the dates indicated.
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Sig
nature
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Title
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Date
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/s/ Robert Conti
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President, Chief Executive Officer and Trustee
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July 29, 2013
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Robert Conti
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/s/ John M. McGovern
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Treasurer and Principal Financial and Accounting Officer
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July 29, 2013
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John M. McGovern
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/s/ Joseph V. Amato
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Trustee
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July 29, 2013
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Joseph V. Amato*
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/s/ Faith Colish
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Trustee
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July 29, 2013
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Faith Colish*
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/s/ Martha C. Goss
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Trustee
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July 29, 2013
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Martha C. Goss*
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/s/ Michael M. Knetter
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Trustee
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July 29, 2013
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Michael M. Knetter*
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/s/ Howard A. Mileaf
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Trustee
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July 29, 2013
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Howard A. Mileaf*
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/s/ George W. Morriss
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Trustee
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July 29, 2013
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George W. Morriss*
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/s/ Jack L. Rivkin
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Trustee
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July 29, 2013
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Jack L. Rivkin*
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/s/ Tom D. Seip
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Chairman of the Board and Trustee
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July 29, 2013
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Tom D. Seip*
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/s/ Candace L. Straight
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Trustee
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July 29, 2013
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Candace L. Straight*
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/s/ Peter P. Trapp
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Trustee
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July 29, 2013
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Peter P. Trapp*
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*Signatures affixed by Lori L. Schneider on July 29, 2013 pursuant to a power of attorney filed with Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-85229 and 811-3802, on May 15, 2009.