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            K&L GATES LLP

            1601 K STREET, N.W.

              WASHINGTON, DC 20006-1600

            T  202.778.9000    F 202.778.9100    klgates.com

    June 1, 2023

    FILED VIA EDGAR

    Ms. Karen Rossotto

    Division of Investment Management

    Mr. Jeff Long

    Division of Investment Management

    Disclosure Review and Accounting Office

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, DC 20549

          Re:

            Neuberger Berman Municipal Fund Inc. (the “Fund” or “Acquiring Fund”)

              File Nos. 333-271308

    Dear Ms. Rossotto and Mr. Long:

    This letter responds to your comments that were provided telephonically by the staff (“Staff”) of the U.S. Securities and Exchange
      Commission (the “SEC”) on May 10, 2023, May 18, 2023 and May 29, 2023 regarding your review of the preliminary proxy statement/prospectus on Form N-14 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended
      (the “1940 Act”), as filed with the SEC on April 18, 2023 (“Proxy/Prospectus”) by the Fund.  The Registration Statement was filed for the purpose of registering shares of the Acquiring Fund for, and soliciting the vote of stockholders of the Fund and
      Neuberger Berman California Municipal Fund Inc. and Neuberger Berman New York Municipal Fund Inc. (the “Target Funds”) on, the proposed reorganization of each of the Target Funds into the Acquiring Fund (each a “Reorganization”).  Each of your
      comments is repeated below, followed by the Fund’s response.  Unless otherwise stated herein, defined terms have the same meaning as used in the Registration Statement.

    Disclosure Comments

    Comment

          1: In general, please revise the shareholder letter and Q&A section, to present the information shareholders need to know to make an informed decision in
        clear understandable plain English.  In revising, please avoid technical language, legalese and repetition.  Please disclose prominently the differences among the funds and the impact of the reorganizations on the shareholders of each fund,
        including any changes in the investment objectives and policies,

    Ms. Karen Rossotto
      Securities and Exchange Commission

      June 1, 2023

      Page 2

    risks, fees, management changes and why the
        Acquiring Fund is proposing the Reorganizations now.

    Response: The Fund has revised the stockholder letter and Q&A as requested. In particular, the Fund removed certain defined terms from the stockholder letter and added information
        regarding the Funds and the proposed transactions, including a description of the differences in the investment objectives and policies of the Funds; disclosure highlighting that if stockholders of the Target Funds become stockholders of the
        Acquiring Fund, “they will lose the favorable tax treatment in their respective states…” that they enjoyed prior to the reorganization; and disclosure regarding the Fund investment adviser’s projection regarding the relative tax-equivalent yields
        that may potentially outweigh the loss of the state tax benefits of investing in either Target Fund.

    Comment

          2: In an appropriate location, please explain how the transaction impacts the preferred stockholders from a legal and economic perspective.  Please tell us the
        securities law exemption you intend to rely on for the exchange of the preferred shares.  In addition, please explain why the preferred shareholders are not voting separately as a class to approve the transaction.

    Response: The Fund discloses in the section “PROPOSALS—REORGANIZATION OF EACH TARGET FUND INTO THE ACQUIRING FUND—A. SUMMARY—Background and Reasons for the Reorganization” that “upon the
        closing of the applicable Reorganization, holders of VMTPS outstanding immediately prior to the closing will receive, on a one-for-one basis, newly issued VMTPS of the Acquiring Fund having substantially similar terms to those of the VMTPS of the
        applicable Target Fund. The Board of each Target Fund also considered that there is only one holder of all VMTPS outstanding with respect to the Funds.” The Fund also discloses in the section “PROPOSALS—REORGANIZATION OF EACH TARGET FUND INTO THE
        ACQUIRING FUND—A. SUMMARY—Comparison of the Acquiring Fund and the Target Funds” tables showing that the preferred stock of each of the Funds has an identical par value and liquidation preference per share as well as the following disclosure in
        narrative form:

    “Each Fund’s VMTPS are entitled to one vote per share with respect to the Reorganizations.
      The VMTPS of the Acquiring Fund to be issued in connection with the Reorganizations will have substantially similar terms and equal priority with each other and with the Acquiring Fund’s other outstanding VMTPS as to the payment of dividends and the
      distribution of assets upon dissolution, liquidation or winding up of the affairs of the Acquiring Fund. In addition, the VMTPS of the Acquiring Fund, including any VMTPS of the Acquiring Fund to be issued in connection with the Reorganizations, will
      be senior in priority to the Acquiring Fund’s common stock as to payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Acquiring Fund. Any VMTPS of the Acquiring Fund to be issued in
      connection with the Reorganizations will have rights and preferences, including liquidation preferences, that are substantially similar to those of the corresponding Target Fund VMTPS. The number of VMTPS currently outstanding may change due to
      market or other conditions.”

      Ms. Karen Rossotto
        Securities and Exchange Commission

        June 1, 2023

        Page 3

    The Fund believes the foregoing disclosure, among other disclosure included in the joint proxy statement and
      prospectus describing the preferred stock of the Acquiring Fund, is sufficient to convey to the sole preferred stockholder of each Fund that if the Reorganizations are consummated, it would receive additional shares of preferred stock of the
      Acquiring Fund; would continue to be the sole holder of preferred stock of the Acquiring Fund; and that the terms of the preferred stock it receives in the Reorganization(s) will be the substantially the same as the Acquiring Fund preferred stock
      that it already owns and is familiar with.  The disclosure in the joint proxy statement and prospectus is also sufficient to convey that the Acquiring Fund’s level of leverage is not expected to materially change and so it will maintain a consistent
      level of asset coverage for the preferred stock.  Each Fund issued preferred stock to the single institutional investor in private transactions on the same date in reliance on Section 4(a)(2) of the Securities Act of 1933.  Likewise, the Acquiring
      Fund would issue preferred stock to the same institutional investor (and current preferred stockholder) following the reorganization(s) in reliance on Section 4(a)(2) of the Securities Act of 1933.

    The preferred stockholder of each Target Fund was not being asked to vote as a separate class on the respective
      reorganization(s) because the Acquiring Fund does not believe that a separate vote is required under the terms of the preferred stock or the 1940 Act.  Consistent with Section 18(a)(2)(D) of the 1940 Act, each Fund’s articles supplementary creating
      and fixing the rights and preferences of the preferred stock provide that “[u]nless a higher percentage is provided for in the Charter, (A) the affirmative vote of the Holders of a “majority of the outstanding” (as such term is defined in the 1940
      Act) preferred stock of the Fund, including Series A Shares, voting as a separate class, shall be required to approve (A) any plan of reorganization (as such term is used in the 1940 Act) adversely affecting such shares …”.  The Acquiring Fund does
      not believe that the proposed reorganizations would adversely affect the shares of preferred stock because the newly issued preferred stock of the Acquiring Fund would be substantially similar to the currently outstanding preferred stock of each
      Target Fund.  Notably, as the same institutional investor bought the currently outstanding preferred stock from each Fund at the same time in privately placed transactions and has been a preferred stockholder of each Fund for more than a decade, it
      is already both familiar and arguably satisfied with the terms of the preferred stock and the management of the Funds.  In addition, the sole preferred stockholder will have substantially the same level of asset coverage for its preferred stock after
      the reorganization(s) as each Fund maintains close to the same level of leverage currently and no increase or decrease in the amount of leverage outstanding is planned as part of the reorganizations.  Given that each of the Target Funds and Acquiring
      Fund invest in municipal obligations and have similar investment portfolios the Fund does not believe that the risk profile relating to any of the Funds will materially change as a result of the Reorganizations.  Moreover, the payment of
      distributions to the preferred stockholder is not based on the return generated by the investment portfolio and the asset coverage is sufficiently high that even were the portfolio return to become more volatile or decline, the payments received by
      the preferred stockholders would not change.  The sole institutional preferred stockholder will also retain the same ability to elect the two board members that Section 18 of the 1940 Act provides preferred

     Ms. Karen Rossotto
      Securities and Exchange Commission

      June 1, 2023

      Page 4

    stockholders get to elect; and will have the same charter terms governing its distribution rates, voting rights and rights in
      connection with any liquidation of the Fund.  Given that the same institution is already the sole stockholder of all the Funds, and has been for many years, and the level of leverage is not changing, it is hard to conclude that there could be an
      adverse effect on the shares of preferred stock or on that sole stockholder individually as a result of either or both reorganizations.  Without such adverse effect, there is no reason to require or provide for a separate vote on the transactions.

    Nonetheless, the Fund understands that the staff would need additional time to evaluate the Fund’s position to
      determine whether or not it agrees and has requested that the Target Funds ask for written consent from the sole preferred stockholder.  In the interest of time and in recognition that there is only one preferred stockholder, and without conceding
      that the proposed Reorganizations would cause any adverse effect on the preferred stock or that the Target Funds are required to do so under Section 18(a)(2)(D) of the 1940 Act or the Target Funds’ charter provisions, the Target Funds will ask the
      preferred stockholder to consent in writing to the Reorganizations and the Acquiring Fund has added a statement to that effect in the pre-effective amendment to its registration statement on Form N-14.

    Comment

          3: Are the reorganizations considered conditioned on each other.  Is it possible that one is approved and not the other? How is that reflected in the
        disclosure?

    Response: The Fund has added a new Q&A to that section of the Proxy/Prospectus to clarify that the closing of each reorganization is not contingent on the other. The added disclosure
        also states that “[i]f only one Reorganization is approved by the relevant stockholders, that Reorganization will be completed.”

    Comment

          4: Disclose in particular and prominently that shareholders would no longer be invested in a fund that provides state tax exemptions but only federal tax
        exemptions.

    Response: The Fund has revised the disclosure throughout the Proxy/Prospectus to clarify that if stockholders of the Target Funds become stockholders of the Acquiring Fund as a result of
        the Reorganizations they would lose the favorable tax treatment in their respective states.

    Comment

          5: If the Acquiring Fund’s investment adviser plans to increase leverage if the transactions are approved, please disclosure that plan.  In particular, disclose
        (i) what amount of additional leverage will be added, (ii) what will the adviser do with the leverage and (iii) what are the implications from a cost/risk perspective?

    Response: The Acquiring Fund does not intend to increase the percentage of its of leverage if the transactions are approved, although it will issue additional shares of preferred stock in
        exchange for the preferred stock of each Target Fund outstanding in the respective Reorganization. While this will increase the number of shares of Acquiring Fund preferred stock outstanding, based on the increased asset size of the combined fund,
        the percentage of leverage outstanding should remain constant before and following one or both Reorganizations.

    Ms. Karen Rossotto
      Securities and Exchange Commission

      June 1, 2023

      Page 5

    Comment

          6: Given the extent of differences among the Funds, please explain in the stockholder letter and Q&A why the Funds are considered substantially similar or
        revise the description.

    Response: The Fund has revised the description to remove references to the Funds being “substantially similar” and has added language that explains the Acquiring Fund has a national
        municipal security investment focus while the Target Funds each have a state focus, which results in certain state tax benefits that would be lost if a Reorganization is consummated.

    Comment

          7: In the section entitled “Reasons for the Reorganization” briefly balance bullets of disclosure regarding the reasons for the reorganization against
        significant risks and drawbacks the adviser presented or the board considered.

    Response: The Fund has revised the disclosure.  For example, it further notes the consideration of the primary drawback of stockholders losing the state tax benefits of an investment in
        the Target Funds along with the balancing factor of how this drawback could be outweighed in economic terms by the potential higher tax-equivalent yields of the Acquiring Fund compared to each Target Fund. The Fund also included information
        regarding the loss of state tax benefits and the potential offset of greater tax-equivalent yield in the Q&A.  Further, the disclosure referenced above also explains that the Boards considered the estimated costs associated with the
        Reorganizations and that these expenses would be borne entirely by the Funds and indirectly their common stockholders, which is another drawback of the proposed Reorganizations.

    Comment

          8: Please include a chart or otherwise highlight and explain the material differences between the Funds’ preferred stock.  Explain what is meant by the
        statement that the preferred stock is substantially similar.

    Response: The Funds have the same type of preferred stock (VMTPS) and entered into arrangements with the same single institutional investor at the same time and agreed to pay the same
        distribution rates when issuing the VMTPS.  That institutional investor has owned VMTPS of each of the Funds for more than a decade.  The Acquiring Fund believes that the preferred stock of the Acquiring Fund and each Target Fund is so similar that
        a chart or other separate side-by-side comparison disclosure is not necessary to explain the preferred stock features, particularly