SEC Division of Investment Management staff letter: Neuberger Berman Management Inc., et al.

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EFFECTIVE JANUARY 19, 2022, THIS LETTER IS WITHDRAWN. Please consult the following web page for more information: https://www.sec.gov/divisions/investment/im-modified-withdrawn-staff-statements .

Neuberger Berman Management Inc. et.al.

April 30, 2003 RESPONSE OF THE OFFICE OF Our Ref. No. 2003-1-ICR INVESTMENT COMPANY REGULATION Neuberger Berman DIVISION OF INVESTMENT MANAGEMENT Management Inc., et al.

Your letter of April 30, 2003 requests our assurance that we would not recommend that the Securities and Exchange Commission (the "Commission") take any enforcement action under section 12(d)(1)(A) or (B), section 17(a) or section 17(d) of the Investment Company Act of 1940 (the "Act") if certain registered closed-end investment companies for which Neuberger Berman Management Inc. ("NBMI") and Neuberger Berman LLC ("Neuberger Berman" and, together with NBMI, the "Adviser") or an entity controlling, controlled by, or under common control with the Adviser serves as investment adviser ("Closed-End Funds") rely on an exemptive order issued to NBMI, Neuberger Berman, Neuberger Berman Equity Funds ("NBEF"), and Neuberger Berman Income Funds ("NBIF") and certain other applicants under sections 6(c), 12(d)(1)(J) and 17(b) of the Act and rule 17d-1 under the Act (the "Existing Order"). 1

You state the that Existing Order permits the currently existing series of NBEF and NBIF, and all future registered open-end management investment companies, and series thereof, that are part of the same "group of investment companies" (as defined in section 12(d)(1)(G)(ii) of the Act) as NBEF or NBIF and that are advised by the Adviser or a person controlling, controlled by or under common control with the Adviser (the "Open-End Funds") to engage in certain transactions. Specifically, you state that the Existing Order permits (1) certain Open-End Funds ("Investing Funds") to use their uninvested cash and cash collateral from securities lending activities to purchase shares of money market Open-End Funds ("Money Market Funds"), and (2) the Money Market Funds to sell their shares to, and redeem their shares from, the Investing Funds. You state that allowing the Closed-End Funds to rely on the Existing Order would be appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. You further state that allowing the Closed-End Funds to engage in the proposed transactions, subject to the terms and conditions of the Existing Order, satisfies the standards of section 17(b) of the Act and rule 17d-1 under the Act. Based on the facts and representations made in your letter, we would not recommend enforcement action to the Commission if the Closed-End Funds rely on the Existing Order to use uninvested cash and cash collateral from securities lending activities to purchase shares of the Money Market Funds; the Money Market Funds sell their shares to, and redeem their shares from, the Closed-End Funds, provided that the transactions comply with the terms and conditions of the Existing Order. This response expresses the Division's position on enforcement action only, and does not purport to express any legal conclusions concerning the issues presented. Facts or representations different from those presented in your letter might require a different conclusion. Deepak T. Pai Senior Counsel Office of Investment Company Regulation April 30, 2003 INCOMING LETTER:

April 30, 2003 Nadya B. Roytblat, Esq Assistant Director Office of Investment Company Regulation Division of Investment Management U.S. Securities and Exchange Commission Judiciary Plaza, Room 5405 450 Fifth Street, NW Washington, DC 20549-0506 Dear Ms. Roytblat: On behalf of Neuberger Berman Management Inc. ("NBMI"), Neuberger Berman LLC ("Neuberger Berman" and, together with NBMI, the "Adviser"), Neuberger Berman Equity Funds ("NBEF"), Neuberger Berman Income Funds ("NBIF"), and any existing or future investment company advised by the Adviser or by any entity controlling, controlled by, or under common control with the Adviser that is registered under the Investment Company Act of 1940, as amended ("1940 Act") as a closed-end management investment company (collectively, the "Closed-End Funds"), 2 we respectfully request that the staff of the Division of Investment Management (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") advise us that it will not recommend to the Commission that it take any enforcement action under the 1940 Act in the circumstances described below. I. Background On October 30, 2000, NBEF, NBIF, the currently existing series of NBEF and NBIF, and all future registered open-end management investment companies and any series thereof that are part of the same "group of investment companies" (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act) as NBEF or NBIF and for which the Adviser or any entity controlling, controlled by, or under common control with the Adviser serves as investment adviser ("Open-End Funds"), NBMI and Neuberger Berman (together, the "Original Parties") received an exemptive order (the "Existing Order") 3 from the Commission. 4 The Existing Order was issued under Section 12(d)(1)(J) of the 1940 Act, exempting the Original Parties from Sections 12(d)(1)(A) and (B) of the 1940 Act, under Section 6(c) and 17(b) of the 1940 Act exempting the Original Parties from Section 17(a) of the 1940 Act, and under Section 17(d) of the 1940 Act and Rule 17d-1 thereunder. The Existing Order permits (i) certain Open-End Funds (the "Investing Funds") to use their uninvested cash and cash collateral from securities lending activities to purchase shares of one or more money market Open-End Funds (together, the "Money Market Funds"); and (ii) the Money Market Funds to sell their shares to, and to redeem their shares from, the Investing Funds. II. Request for No-Action Position On behalf of the Original Parties and the Closed-End Funds, we respectfully request that the Staff confirm that it will not recommend enforcement action if the Closed-End Funds rely on the Existing Order subject to the terms and conditions of the Existing Order. III. Rationale for Request At the time of the filing of the Third Amended and Restated Application for Exemptive Relief (the "Application") with the Commission on October 25, 2000 pertinent to the Existing Order, and at the time of the issuance of the Existing Order,
the Adviser served as the investment adviser exclusively to open-end registered management investment companies (or series thereof). 5 As a result of internal strategic planning decisions made by the Adviser subsequent to the issuance of the Existing Order, the Adviser has sponsored the organization of and now advises closed-end management investment companies, registered as such under the 1940 Act, and it is possible that the Adviser will organize one or more additional such funds in the future. It is expected that any future Closed-End Funds will be advised by the Adviser, or by an entity that controls, is controlled by, or is under common control (within the meaning of Section 2(a)(9) of the 1940 Act) with the Adviser. It is anticipated that the Closed-End Funds would benefit from the types of transactions permitted under the Existing Order. If the requested no-action position is granted, the Closed-End Funds, in reliance upon the Existing Order, will use uninvested cash and cash collateral to purchase shares of one or more Money Market Funds, and the Money Market Funds will sell shares to and redeem shares from the Closed-End Funds, all in compliance with all terms, representations and conditions contained in the Application and the Existing Order, as though the Closed-End Funds were Original Parties. The reasons for and factors supporting this request are the same as those set forth in the Application in support of the Original Parties' request for the Existing Order, which reasons and factors apply equally in the case of the Open-End Funds or the Closed-End Funds. Because the Closed-End Funds will engage in the transactions contemplated by the Existing Order only in compliance with all terms, representations and conditions set forth in the Application and the Existing Order, the standards set forth in Sections 6(c) and 17(b) of the 1940 Act and Rule 17d-1 under the 1940 Act would be met. We note that the reliance by the Closed-End Funds on the Existing Order would be consistent with the identity and nature of applicants who have received exemptive relief from the Commission for identical types of transactions. 6 Furthermore, the Staff has previously granted no-action relief in similar situations involving various parties who had sought to rely on previously-issued exemptive orders. 7

In compliance with the procedures set forth in Release Nos. 6269 (December 5, 1980) and 5127 (January 25, 1971) under the Securities Act of 1933, as amended, seven copies of this letter are submitted herewith, and the specific subsections of the particular statutes to which this letter relates are indicated in the upper right hand corner of the first page of this letter and each copy. If, for any reason, the Staff does not concur with our conclusions, we respectfully request a conference with the Staff before any adverse written response to this letter is issued. Please acknowledge receipt of this letter by date-stamping the enclosed receipt copy. Should you or any member of the Staff have any questions concerning the foregoing request or require any additional information or clarification, please contact the undersigned at 202/778-9042, or in my absence Fatima Sulaiman at 202/778-9223. We greatly appreciate the assistance received from your office in this matter Sincerely, Arthur C. Delibert Enclosures cc: Janet M. Grossnickle (via e-mail) Deepak T. Pai (via e-mail) Andrew Allard _____________________

1

Equity Managers Trust, et al. , Investment Company Act Release Nos. 24672 (Oct. 2, 2000) (notice) and 24718 (Oct. 30, 2000) (order). 2 The Adviser currently advises the following Closed-End Funds, all of which began operations since September 1, 2002: Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman New York Intermediate Municipal Fund Inc., Neuberger Berman Real Estate Income Fund Inc.; and Neuberger Berman Realty Income Fund Inc. In addition, a registration statement was filed on April 17, 2003 for Neuberger Berman Income Opportunity Fund, Inc. All are organized as Maryland corporations. 3 See Release No. IC-24718 (October 30, 2000). 4 In two transactions on December 15, 2000 and February 9, 2001, the Neuberger Berman Funds converted from a master-feeder structure to a multiple class structure. Accordingly, certain of the investment companies listed as applicants on the original application have been deregistered under the 1940 Act and no longer exist as entities. They are Equity Managers Trust, Global Managers Trust, Income Managers Trust, Neuberger Berman Equity Trust, Neuberger Berman Equity Assets, Neuberger Berman Equity Series, and Neuberger Berman Income Trust. 5 The Application requested relief for existing and future series of the named open-end investment company applicants and "all subsequently registered open-end investment companies or series thereof that are advised by the Adviser or by any entity controlling, controlled by or under common control (within the meaning of Section 2(a)(9) of the [1940] Act) with the Adviser." 6 See The Dreyfus Fund Incorporated et al., Investment Company Act Release Nos. 25099 (Aug. 2, 2001) (Notice) and 25141 (Aug. 28, 2001) (Order); and UBS PaineWebber Inc. et al., Investment Company Act Release Nos. 25049 (June 26, 2001) (Notice) and 25075 (July 24, 2001) (Order). 7 See Frank Russell Investment Company et al., SEC No-Action Letter (Oct. 18, 2002); AIM Advisor Funds, Inc., SEC No-Action Letter (Feb. 12, 2002) (Staff provided no-action assurance where parties sought to extend an existing order (pertaining to a joint lending and borrowing facility and interfund lending program) to a closed-end investment company not named in the exemptive order, and to additional closed-end investment companies that my be created in the future). The Staff has also, on several occasions, explicitly provided no-action assurance permitting a new entity to step into the shoes of an affiliate that previously had been granted exemptive relief (see e.g., the Great-West Life Assurance Company et al., SEC No-Action Letter (Sept. 30, 1996); Goldman Sachs Group of Funds, SEC No-Action letter (Nov. 22, 1991); American Capital Funds, SEC No-Action Letter (Aug. 26, 1991); Keystone America Fund Group, SEC No-Action Letter (May 10, 1991); and Federated Investors, Incorporated, SEC No-Action Letter (Sept. 22, 1989)).

http://www.sec.gov/divisions/investment/noaction/neuberger043003.htm

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Modified: 05/15/2003