SecProbe.io

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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

 April 7, 2025

 FILED VIA EDGAR

 Mses. Karen Rossotto and Christina DiAngelo Fettig
 Division of Investment Management
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, DC 20549

 Re:

 Neuberger Berman High Yield Strategies Fund Inc. (the “Fund”)

 File Nos. 333-282910; 811-22396

 Dear Mses. Rossotto and DiAngelo Fettig:

 On behalf of the Fund, we submit this letter in response to comments received by phone from the staff (the “Staff”) of the Securities
 and Exchange Commission (the “SEC”) on November 20, 2024, December 6, 2024, March 27, 2025 and April 7, 2025, regarding the Fund’s registration statement (the “Registration Statement”) on Form N-2, which was filed with the SEC on October 31, 2024.
 The Fund has filed Pre-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement, which reflects changes we discussed and made in response to your comments and certain other changes.  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 by the Fund in the Amendment.

 General

 Comment 1 : Please revise Article XI of the Fund’s Amended and Restated Bylaws (the
 “Forum Provision”) to exclude claims arising under the federal securities laws and please revise the disclosure in the Fund’s prospectus in an appropriate location to describe the Forum Provision. The Staff notes that such disclosure is currently
 located in the Statement of Additional Information.

 Response : As discussed with the Staff, the Fund respectfully declines to change its
 Forum Provision as courts have enforced various forms of forum selection bylaw provisions even when cases involved claims arising under the federal securities laws. For example, on September 26, 2023, the U.S. District Court for the Southern District
 of New York (the “SDNY”) ordered that certain claims under the Investment Company Act of 1940, as amended (the “1940 Act”) made by a stockholder activist plaintiff were subject to various forum selection clauses contained in certain of the defendant
 funds’ bylaws , and therefore could not be brought in the SDNY. See Saba Capital Master Fund, Ltd. et al. v. ClearBridge Energy Midstream Opportunity Fund Inc. et al. , 694
 F.Supp.3d 394 (S.D.N.Y. 2023). Most of the relevant forum selection bylaw provisions explicitly applied to claims that arise pursuant to a federal securities statute, including the 1940 Act. 1

 1 We note that another federal district court has granted a motion to dismiss a case that included federal securities claims pursuant to a forum selection
 bylaw provision even though the provision included a carve out for certain federal securities claims. ( See   Nathanson et al v. Tortoise Capital Advisors, L.L.C. et al ,
 No. 2:2022cv02328, 2023 WL 1434292 (D. Kan. Feb. 21, 2023)). In that case, the U.S. District Court for the District of Kansas granted the motion to dismiss in part on the grounds that the defendant funds’ bylaws designated Maryland as the
 exclusive forum for certain litigation and that derivative claims that were also part of the case.

 Ms. Karen Rossotto
 Ms. Christina DiAngelo Fettig
 Securities and Exchange Commission
 April 7, 2025
 Page 2

 The Fund has added the following disclosure to the prospectus under the section titled “Anti-Takeover Provisions in the Articles of
 Incorporation and Bylaws”:

 Reference should be made to the Articles and Bylaws on file with the SEC for the full text of
 certain of these provisions. See the SAI under “Certain Provisions in the Articles of Incorporation and Bylaws” for a discussion of the voting requirements applicable to certain other transactions and a
 description of the Bylaws’ exclusive forum provision which provides that certain federal or state courts in Maryland shall, to the fullest extent permitted by law, be the sole and exclusive forum in which certain types of litigation may be
 brought .

 Accounting Comments
 Comment 2 : Please provide the consent letter of the Fund’s auditor
 in connection with the Amendment.
 Response : The Fund confirms that the consent letter of the Fund’s
 auditor is included as an exhibit to the Amendment.
 Comment 3 : In the senior securities table on page 18 of the
 prospectus, please include all of the disclosure required by Item 4.3 of Form N-2, including instruction 1, which cross-references instructions 2, 3 and 8 to Item 4.1 of Form N-2.
 Response : The Fund added disclosure required by the Items of Form
 N-2 that the Staff noted under the heading “Senior Securities” in the prospectus. In particular, the Fund added the following disclosure to the paragraph under the heading “Senior Securities”:
 The report of Ernst & Young LLP relating to the senior securities table is
 included as an exhibit to a pre-effective amendment to the Fund’s registration statement.
 Comment 4 : Please describe the basis for the calculations made in
 connection with the senior securities table in the Amendment and confirm that, given the changes, there have been no lapses in compliance with Section 18 asset coverage requirements.
 Response : The Fund revised its senior securities table following
 discussions with the Staff to reflect the incorporation of its outstanding debt in the calculation of asset coverage for its preferred stock when both equity and debt senior securities are outstanding, in compliance with Item 4.3 of Form N-2 and
 Section 18(h) of the 1940 Act.  Such asset coverage calculations also use the full liquidation preference for any equity and full par value for any debt outstanding, without any adjustment for amortized costs. In the N-2 filing, the Fund had
 inadvertently used asset coverage numbers from the financial highlights in its semiannual report, which numbers were calculated using a different methodology (the “FiHi methodology”).  The Fund confirms that both the current and prior calculations
 show that it had significant cushion in meeting Section 18 asset coverage requirements for each time period reflected in the senior securities table and confirms that there have been no lapses in compliance with such asset coverage requirements or
 other any fund policies resulting from changes in calculations. The Fund did not use the FiHi methodology to monitor Section 18 compliance.  The Fund intends to use the revised form of calculations in any senior securities table on a going forward
 basis.  The Fund further notes that the primary change in calculation of preferred stock asset coverage does not impact the calculations when there is only equity senior securities outstanding and that no other fund in the complex currently has both
 equity and debt senior securities outstanding.  In addition, the Fund’s auditor has reviewed the senior securities table and issued a report that confirms that the information included therein reconciles to the underlying accounting and other records
 of the Fund, which have been subject to the audit procedures typical of registered investment companies for all fiscal periods included in the Amendment.

 Ms. Karen Rossotto
 Ms. Christina DiAngelo Fettig
 Securities and Exchange Commission
 April 7, 2025
 Page 3

 Comment 5:
 In the next Supplement to the Registration Statement, please revise footnote 2 to the senior securities table in the Prospectus to reflect that different series of mandatory redeemable preferred shares included in the table have different
 liquidation preferences and please confirm that the hyperlink to the financial statements incorporated by reference to the most recent shareholder report included in the Statement of Additional Information links to the correct filing on the SEC’s
 EDGAR website.
 Response:
 The Fund will make the appropriate updates in its next Supplement.  It will revise footnote 2 to the senior securities table by removing the numerical reference to the liquidation preference and revise, as needed, the hyperlink to ensure that it
 links to the shareholder report containing the most recent financial statements.

 *   *   *   *   *

 If you have any further comments or questions regarding the Fund’s responses, please contact me at (202) 778-9286 or
 jennifer.gonzalez@klgates.com.  Thank you for your attention to this matter.

 Sincerely,

 /s/ Jennifer R. Gonzalez

 Jennifer R. Gonzalez

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  Neuberger Berman Investment Advisers LLC

  1290 Avenue of the Americas

  New York, NY 10104

  Tel. 212.476.9000

October 7, 2021

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeff Long

 Re: NB Private Markets Fund II (Master) LLC; File No. 811-22476

NB Private Markets Fund II (TE) LLC; File
No. 811-22474

NB Private Markets Fund II (TI) LLC; File
No. 811-22475

NB Private Markets Fund III (Master) LLC;
File No. 811-22816

NB Private Markets Fund III (TE) LLC; File
No. 811-22815

NB Private Markets Fund III (TI) LLC; File
No. 811-22814

NB Crossroads Private Markets Fund IV Holdings
LLC; File No. 811-23176

NB Crossroads Private Markets Fund IV (TE)
- Client LLC; File No. 811-23170

NB Crossroads Private Markets Fund IV (TI)
- Client LLC; File No. 811-23171

NB Crossroads Private Markets Fund V Holdings
LP; File No. 811-23315

NB Crossroads Private Markets Fund V (TE)
LP; File No. 811-23245

NB Crossroads Private Markets Fund V (TI)
LP; File No. 811-23290

NB Crossroads Private Markets Fund V (TE)
Advisory LP; File No. 811-23292

NB Crossroads Private Markets Fund V (TI)
Advisory LP; File No. 811-23291

Dear Mr. Long,

On behalf of the above-listed
registrants (each, a "Fund" and collectively, the "Funds"), transmitted for filing as EDGAR correspondence
are the Funds' responses to comments from the accounting staff (the "Staff") of the Securities and Exchange Commission
(the "Commission"), provided by you to Kim Kaufman, outside counsel to the Funds, by telephone on September 13, 2021.
The Staff's comments related to the Funds' audited financial statements, included in each Fund's Annual Report for its fiscal year ended
March 31, 2021, as filed with the Commission on Form N-CSR (the "Annual Reports").1

Set forth below is a summary
of the Staff's comments, and the Funds' responses thereto. Capitalized terms used herein and not otherwise defined are used with the meanings
assigned to them in the Annual Report.

 1 We note that the Staff also reviewed the most recently filed annual reports of the following funds, but
did not provide any comments on such reports: Neuberger Berman MLP & Energy Income Fund Inc. (File No. 811-22770); Neuberger Berman
High Yield Strategies Fund Inc. (File No. 811-22396); Neuberger Berman New York Municipal Fund Inc. (File No. 811-21169); Neuberger Berman
Municipal Fund Inc. (File No. 811-21168); Neuberger Berman Real Estate Securities Income Fund Inc. (File No. 811-21421); Neuberger Berman
Advisers Management Trust (File No. 811-04255); Neuberger Berman California Municipal Fund Inc. (File No. 811-21167).

Comment 1. Note 2
 – Significant Accounting Policies – D. Cash and Cash Equivalents states "Cash and cash equivalents on the Statement
of Assets, Liabilities and Members' Equity – Net Assets can include deposits in money market accounts, which are classified as Level
1 assets. As of March 31, 2021, the Company held $[14,856,908] in an overnight sweep that is deposited into a money market account."
To the extent this constitutes an investment in a money market fund, such investment should be included on the Funds' Statement of Investments
per Article 12 of Regulation S-X.

Response 1. The Funds'
deposits in money market accounts are primarily for short-term purposes to sweep cash overnight, and not as a part of the investment strategy
of the Funds. As the purpose of these sweeps are short term in nature, the Funds believe the disclosures presented in the various sections
of the Funds' financial statements, including Note 2, reviewed by the Staff are reasonable and accurate. The Funds, however, acknowledge
the Staff's comment and will include their investments in money market accounts as part of each Fund's Statement of Investments in future
filings.

Comment 2. Note 6
 – Description of the Portfolio Funds lists the Portfolio Funds that represent 5% or more of Members' Equity – Net Assets
of the Company. To the extent these are considered affiliated investments, additional information as required by Regulation S-X Article
12-14 should be included in the financial statements. This comment applies to all Funds with greater than 5% investments in Portfolio
Funds.

Response 2. We
do not consider these Portfolio Fund holdings to be affiliated investments, as such listed holdings represent 5% of more of the net assets
of a Fund, and not holdings in which the Funds own 5% or more of the outstanding voting securities. Accordingly, we do not believe that
any additional disclosure is required to the financial statements pursuant to Article 12-14.

*    *     *     *     *     *     *     *

Should you have any questions
or comments, please feel free to contact me at 646.497.4798 (corey.issing@nb.com).

Very truly yours,

/s/ Corey Issing

Corey Issing

cc: Kim Kaufman, Esq., Proskauer Rose LLP

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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

      October 23, 2020

      VIA Email

      Ms. Karen Rossotto

      Division of Investment Management

      Securities and Exchange Commission

      100 F Street, NE

      Washington, DC 20549

            Re:

              Responses to U.S. Securities and Exchange Commission Staff Comments on the Proxy Statements on Schedule 14A for Neuberger Berman High Yield Strategies Fund Inc. (File No. 811-22396)

      Dear Ms. Rossotto:

      This letter addresses comments that were provided telephonically by the staff (“Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) regarding the preliminary
        and definitive proxy statements on Schedule 14A filed by Neuberger Berman High Yield Strategies Fund Inc. (the “Fund”) with the SEC and provides the Fund’s responses thereto, which were initially given orally.

      Comment 1:  On page 1 or elsewhere, please explain what “closed-end fund arbitrageur”
        means.

      Response:  The Fund has added the below disclosure immediately following the above
        mentioned statement:

      Saba has a long and public history of targeting closed-end funds and forcing funds to take actions that produce short-term gains for Saba in a manner that
        the Fund believes is at the expense of long-term stockholders.

      Comment 2:  Please qualify the statement on page 1 regarding the stockholder proposal
        that provides -- “to the detriment of the Fund and its stockholders” -- to clarify that it is the Fund’s belief.

      Response: The Fund has made the change marked below in the abovementioned disclosure:

          Saba has also submitted a self-serving proposal, which
            seeks to amend the Fund’s Amended and Restated Bylaws to make it easier for Saba to gain control of the Board and advance its own agenda, to the detriment of which the Fund believes would be detrimental to the Fund and its stockholders.

    Ms. Karen Rossotto

    Division of Investment Management

    Securities and Exchange Commission

    October 23, 2020

    Page 2

    Comment 3: Please explain in plain English
      what “non-binding proposal” means.

    Response:  The Fund has added the following
      disclosure to the first paragraph under Proposal 3:

    This stockholder proposal is advisory and the outcome of the vote will not require the Fund or the Board to take
      any specific action.

    Comment 4: Please update the disclosure
      regarding participation in the Meeting, if appropriate, to reflect the Fund’s current expectations regarding the conduct of the Meeting and put in Plain English the COVID-19 related disclosure on page 2.  For example, please revise the statement --
      “[t]he Board reserves the right to reconsider the date, time, and/or means of convening the Meeting.” Please also explain what “issue” means in the last sentence of the paragraph.

    Response: The Fund has revised the
      abovementioned disclosure in the definitive proxy statement as follows:

    We currently plan to hold the Meeting at the offices of NBIA, 1290
          Avenue of the Americas, New York, NY 10104. However, asAs part of our precautions regarding the novel coronavirus (“COVID-19”), we are sensitive to the public health and travel concerns that our stockholders may have, as well as any restrictions and/or protocols that federal, state, and local governments may impose. Accordingly, in order to maintain a safe and healthy environment at the Meeting due to the difficulties arising from COVID-19, the Fund and the Board are closely monitoring the advice and guidance of public health officials. The Board reserves the right to reconsider the date, time, and/or means of convening the Meeting. Subject have decided to hold a “hybrid” meeting, where
          stockholders may attend the Meeting either in person at the offices of NBIA or virtually by participating telephonically via conference call.  All persons wishing to attend the Meeting in person must present photo identification. To assist the Fund in facilitating attendance at the Meeting, if you plan to attend the Meeting in person please call
          877-461-1899.

    Any stockholder wishing to participate in the
          Meeting by means of remote communication can do so. If you held Fund shares through an intermediary, such as a broker-dealer, as of August 6, 2020, and you want to participate in the Meeting, please e-mail AST Fund Solutions, LLC (“AST”) at attendameeting@astfinancial.com no later than 3:00 p.m. Eastern Time on Wednesday, October 28, 2020 to register. Please include the Fund’s name in the subject line and provide your name, address and proof of
          ownership as of August 6, 2020 from your intermediary. Please be aware that if you wish to vote at the Meeting you must first obtain a legal proxy from your intermediary reflecting the Fund’s name,
          the number of Fund shares you held as of August 6, 2020, and your name and e-mail address. You may forward an e-mail from your intermediary containing the legal proxy or attach an image of the legal proxy via e-mail to AST at
        attendameeting@astfinancial.com and put “Legal Proxy” in the subject line.

        Ms. Karen Rossotto

        Division of Investment Management

        Securities and Exchange Commission

        October 23, 2020

        Page 3

      After receiving the appropriate information, AST will then e-mail you the conference call dial-in information and instructions for voting during the Meeting.

      If you want to participate in the Meeting by means of remote communication and held Fund shares directly in an account with the Fund’s transfer agent as of
          the Record Date, please e-mail AST at attendameeting@astfinancial.com no later than 3:00 p.m. Eastern Time on Wednesday, October 28, 2020 to register. Please include the Fund’s name in the subject line and provide your name and address in the
          body of the e-mail. After receiving the appropriate information, AST will then e-mail you the conference call dial-in information and instructions for voting during the Meeting.

      to any restrictions imposed by applicable law In light of the uncertainties relating to
            COVID-19, the Board may choose to conduct the Meeting as currently scheduled, hold the Meeting solely by means of remote communications, or hold a “hybrid” meeting where some participants attend in person and
            others attend by means of remote communications reconsider the date, time, and/or means of conducting the Meeting. If the Board chooses to change the date, time, and/or means of convening conducting the Meeting, including holding the Meeting by means of remote communications, the Fund will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the Fund, filed with the Securities and Exchange Commission (the “SEC”) as
          additional proxy material, and/or posted on our website: the internet at www.nb.com. We, which we encourage

        you stockholders to check the website prior to the meeting if you plan to attend. Attendees are also encouraged
            to review guidance from public health authorities on this issue. Meeting.

      Comment 5: Please confirm supplementally that the Fund can hold a hybrid or virtual
        meeting under its organizational documents and state law.

      Response:  The Fund confirms that a hybrid or virtual meeting is permitted under its
        charter documents and state law.

      Comment 6: Given the contested nature of the solicitation, please explain supplementally
        whether, and how, the Fund plans to hold a virtual meeting that gives investors an experience that is similar in all material respects to an in-person meeting.

      Response: As of the date the definitive proxy statement was filed, the Fund planned to
        hold a hybrid meeting, not a solely virtual meeting, so that stockholders who want to attend the meeting in-person can do so, and stockholders who want to attend virtually can do so.  The Fund subsequently determined to hold a virtual only
        meeting.  The Fund is using a service provider that has been used by several issuers to hold stockholder meetings involving contested elections.  Based on discussions with the service provider, the Fund has no reason to believe that stockholders
        participating virtually or in person would have a materially different experience.

        Comment 7: Please clarify the following
          statement regarding stockholder votes at adjourned Meetings: “You are entitled to vote at the Meeting and any adjournments or postponements thereof if you owned…”

      Ms. Karen Rossotto

      Division of Investment Management

      Securities and Exchange Commission

      October 23, 2020

      Page 4

      Response:  The Fund has revised the abovementioned disclosure as follows:

      You are entitled to vote at the Meeting and at any adjournments or postponements thereof if you owned Fund
        shares at the close of business on August 6, 2020 (“Record Date”).

      Comment 8: Please revise footnote 2 on page 2 to state that the SEC has not yet responded
        to the Fund’s no-action request submitted pursuant to Rule 14a-8.

      Response:  The Fund has deleted the footnote and added disclosure in the section
        regarding Proposal 3 regarding the status of the no-action letter.

      Comment 9: Please revise the disclosure on page 3 to clarify how stockholders can attend
        and/or call into the stockholder meeting.

      Response: The Fund has revised the abovementioned disclosure. Please see the Fund’s
        response to Comment 4 above.

      Comment 10: Please discuss the impact of “withhold” votes on the voting requirements.

      Response: The Fund has added the following sentence under the section titled “Voting
        Rights” under the section titled “Voting Information.”

      Withhold votes are effectively a vote against Proposals 1 and 2, but would have no effect on Proposal 3.

      Comment 11:  Please describe whether the proxies that the Fund receives will be voted on
        the stockholder proposal that is not included in the proxy statement. If so, disclose how the proxy holders intend to exercise discretion and why they are voting in discretion. In addition, please supplementally explain requirements to present a
        stockholder proposal at the meeting.

      Response: The proxy statement currently states that the stockholder’s additional proposal
        “is not included in the Fund’s Proxy Statement or the enclosed proxy card and the Fund is not soliciting your proxy to vote for or against this proposal.”  The Fund will not exercise discretion and will not vote any of the shares for which it has
        received proxies for or against that proposal. In addition, in order to present a stockholder proposal at the Meeting, a stockholder proposal (outside of Rule 14a-8) must comply with the requirements set forth in the Fund’s bylaws, which include,
        among other things, certain notice and timing requirements. The stockholder must be present in person or by proxy at the Meeting to introduce the proposal. The Board, or a Committee of the Board acting through delegated authority, determines
        whether the proposal meets the requirements to be presented for a vote of stockholders. The chairperson of the meeting may refuse to acknowledge the introduction of any stockholder proposal not made in compliance with the Bylaw provisions.

      Comment 12:  Please briefly describe the retirement policy for the Board that is referenced on page 8.

        Ms. Karen Rossotto

        Division of Investment Management

        Securities and Exchange Commission

        October 23, 2020

        Page 5

        Response: The Fund has revised the
          abovementioned disclosure as follows:

        The Fund has implemented a retirement policy, which generally calls for
              Directors of the Fund to retire by the end of the year in which they reach the age of 77.

        Comment 13:  Please clarify the disclosure regarding the Board’s decision to put
          the Class II Directors up for election.

        Response: The Fund has revised the
          abovementioned disclosure as follows:

        While the Fund is not obligated under either its Bylaws or the Maryland General Corporation Law
            (“MGCL”) to hold an election for these three Class II Directors until its annual meeting of stockholders in 2022, the Board has nonetheless determined chosen to do so at this Meeting and to nominate these
            incumbent Class II Directors to provide stockholders with another opportunity to vote.

        Comment 14:  Under the section titled
          “Proposals 1 and 2: Election of Class II and Class III Directors,” please clarify the disclosure regarding the actions to enhance investor value, including whether the actions have been taken or whether the Board intends to take such actions or
          is contemplating such actions.

        Response: The Fund has revised the
          abovementioned disclosure as follows:

        As part of their service on for the closed-end funds’ boards, they in

              the Neuberger Berman Fund Complex, the incumbent Directors regularly evaluate issues unique to closed-end funds, including the discount of closed-end funds’ market
          price prices relative to their net asset value per share (“NAV”). They, and have taken approved a variety of actions designed to enhance investor value and increase the funds’ competitiveness in the secondary market, which may narrow the discount between a
            fund’s market price and its NAV per share. Those. Over the years, those actions have included: (i) managing the funds’ distribution rates and making changes in distribution rates, when necessary; (ii) approving certain other discount mitigation measures, such as tender option programs where
            a fund would conduct a tender offer if its market price traded at a certain discount level compared to its NAV; (iii) approval of fund mergers; (iv) actively managing fund leverage structures in order to best position the fund to maintain its
            levered exposure at a reasonable cost; and (v) making changes to funds’ investment strategies when they believe a different strategy would enhance investor return potential without undue risk.

        Comment 15:  Please disclose the voting standard for Proposal 3 in the section
          that addresses Proposal 3.

        Response: The Fund has added the
          following disclosure under Proposal 3:

        Vote Required

        Approval of the stockholder proposal contained in Proposal 3 requires the affirmative vote of a majority of the votes validly cast at the Meeting.

            Ms. Karen Rossotto

            Division of Investment Management

            Securities and Exchange Commission

            October 23, 2020

            Page 6

            Comment 16:  On page 36, did the Fund
              “opt in” to the Maryland Control Share Acquisition Act (the “MCSAA”)?  If so, please include that phrase in the disclosure.

            Response: Yes, the Fund has opted in
              to the MCSAA. The Fund has revised the first sentence of the abovementioned disclosure as follows, and also included the below footnote:

            The Fund has opted into and is subject to the provisions of the Maryland Control Share Acquisition Act (the “MCSAA”).15 [Footnote: The Fund has been subject to the MCSAA
                  since it commenced operations in 2010 as a newly formed Maryland corporation resulting from the reorganization

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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

    August 27, 2019

    VIA EDGAR

    Mr. Jay Williamson

    Division of Investment Management

    Securities and Exchange Commission

    100 F Street, NE

    Washington, DC 20549

            Re:

            Responses to U.S. Securities and Exchange Commission Staff Comments on the

            Preliminary Proxy Statement on Schedule 14A for Neuberger Berman High Yield

            Strategies Fund Inc. (File No. 811-22396)

      Dear Mr. Williamson:

      This letter responds to your comments, discussed in our telephone conversation on August 21, 2019, regarding the preliminary proxy statement on
        Schedule 14A filed by Neuberger Berman High Yield Strategies Fund Inc. (the “Fund”) with the U.S. Securities and Exchange Commission (the “SEC”) on August 12, 2019, and the Fund’s responses thereto.

      Comment 1:  Please respond to our comments in writing in a correspondence filing. Where a comment asks
        for revised disclosure or revisions are contemplated by your response, please provide draft disclosure to be included in your definitive with your response.  Please resolve all material comments prior to printing and mailing.

      Response: The Fund will transmit this comment response letter to
        the SEC as a correspondence filing. The Fund has included revised disclosure herein, as appropriate.

      Comment 2:  Saba Capital Management, L.P.’s (“Saba”) proxy statement suggests that you intend to invoke
        the Maryland Control Share Acquisition Act (the “MCSAA”) and that you are taking a position contrary to staff guidance contained in the Boulder Total Return Fund no-action letter (November 15, 2010).
        Please confirm if this is accurate and, if so, tell us your basis for doing so.  Please note that we may have additional comments depending on your response.

      Response:  We note that the Fund’s proxy statement does not mention the MCSAA.  The Fund is not
        commenting on the accuracy of Saba’s recollection of any discussions it may have had with the Fund’s investment adviser. The Fund is aware of the SEC staff’s guidance in the Boulder Total Return Fund
        no-action letter and aware of other circumstances, not listed in that letter, in which the SEC staff has permitted registered funds to structure voting rights in a manner other than one vote per share, such as dollar-based voting.  See, e.g., SEC No-Action

          Mr. Jay Williamson

          Division of Investment Management

          Securities and Exchange Commission

          August 27, 2019

          Page 2

      Letter Sentinel Group Funds, Inc. (October 27, 1992).  When a fund uses dollar-based voting each stockholder has one vote for each dollar of net asset value per share,
        resulting in varying numbers of votes per share both across series/portfolios in a trust and among classes in a single series/portfolio. The Fund is also aware of the Maryland case in which the U.S. District Court allowed a closed-end fund
        organized in Maryland to rely on the MCSAA.  See Neuberger Berman Real Estate Income Fund Inc. v. Lola Brown Trust No. 1B, 342 F. Supp.2d 371 (D. Md. 2004).  The
        Fund understands that the SEC staff is currently evaluating its position on the MCSAA and looks forward to any additional views the SEC staff has as a result of that process.  The Fund will consider the guidance that is currently available and that
        may become available prior to its stockholder meeting and will make a determination on whether to rely on the MCSAA prior to its meeting.

      Comment 3: Please confirm your understanding of Item 4(b) of Schedule 14A and, in particular, paragraph
        6 as it relates to settlements between parties.

      Response: The Fund confirms that it is aware of Item 4(b)(6) of
        Schedule 14A. If a there is a settlement to which Item 4(b)(6) applies before the Fund files its definitive proxy statement, the Fund will disclose the appropriate information.

      Comment 4: On the cover page, please state the approximate date
        on which the proxy statement is first being sent to stockholders.

      Response:  The Fund will include the approximate date.

      Comment 5: On page 28 under “Vote Required,” we note your statement that the Class II Directors must be
        voted on by the holders of a majority of outstanding shares.  Please confirm if this is the correct standard for a contested election and, if so, clarify disclosure regarding what happens if no director receives that number of votes.

      Response: The voting standard on page 28 under the heading “Vote
        Required” is the correct voting standard for a contested election. The Fund has added the following statement in that paragraph:

      If no director nominee receives the required vote, each incumbent Class II Director will carry over and hold office until he or she
        receives the required vote or until his or her successor is elected and qualified.

      Comment 6:  On page 34 what does “improved by more than .93% than its Morningstar category mean”?
        Please revise to clarify.

          Mr. Jay Williamson

          Division of Investment Management

          Securities and Exchange Commission

          August 27, 2019

          Page 3

      Response:  The Fund has revised the relevant paragraph as follows:

      The Board and NBIA regularly review the Fund’s discount compared to other similar closed-end funds and notes that while the Fund
        did experience a significant widening of its discount at the end of 2018, as did many closed-end funds, the discount it has also
        narrowed substantially since that time. From December 21, 2018 through July 31, 2019, the Fund’s discount improved by 12.26% while the and has improved by 0.93% more than its Morningstar category average discount improved by 7.46%, through July 31, 2019.

      Comment 7: On page 34, we note your statement regarding the cost of a search for a replacement adviser
        and that diligence would be significant and would be borne by the Fund.  As there is a potential that a new adviser could reimburse these expenses in connection with the approval of a new agreement, please revise to include less definitive
        language.

      Response:  The Fund notes that it would be unusual for an
        adviser to reimburse expenses for a new advisory agreement absent a change of control of the adviser necessitating a stockholder vote on the new agreement or the fund being subject to an expense cap arrangement or for a new adviser to reimburse
        expenses for a new advisory agreement if it were not purchasing another adviser’s business.  Nonetheless, the Fund has revised the relevant statement as follows:

      The costs of the search for a replacement advisor, the required due diligence of any such potential replacement and the negotiation
        of a new advisory agreement would be significant and would very likely be borne by the Fund.

      Comment 8: On page 36, we note your statement that Saba acquired 73% of its holdings in the six month
        period ended April 11, 2019.  Please tell us when the other 27% was acquired and, if relevant, explain how these other holdings are not inconsistent with your statement that Saba is a short term investor.

      Response: The Fund has limited information regarding the purchases and sales of its shares by individual
        stockholders and groups.  Based on publicly available information, it appears that Saba, through the funds and accounts that it manages, has owned a small percentage of the Fund, in varying amounts, for several years.  (Saba manages funds and
        accounts that invest in many closed-end funds and that appear to hold these positions while waiting for potential arbitrage opportunities.)  However, as noted in the Fund’s proxy statement, a significant amount of Saba’s investment in the Fund was
        recently acquired.  For example, Saba owned approximately 2.91% of the Fund’s shares as of June 30, 2018 and, less than one year later, owned 19.27% of the Fund’s shares on April 11, 2019.

          Mr. Jay Williamson

          Division of Investment Management

          Securities and Exchange Commission

          August 27, 2019

          Page 4

      Saba has a history of quickly acquiring large positions in closed-end funds and, shortly thereafter, submitting one or more self-serving proposal(s)
        seeking to achieve a short-term gain through some sort of liquidity event such as a tender offer.  Shortly after a liquidity event or the proposal(s) passing, Saba typically sells all or most of its position (through the liquidity event or in the
        market during the lead up to or following the liquidity event).  This accelerated accumulation of significant position in a fund followed by an accelerated sale of all or a large portion of that position allows Saba to achieve significant
        short-term gain to the detriment of the fund’s actual, long-term stockholders and is emblematic of an investor with a short-term investment horizon. For example, Saba recently submitted a shareholder proposal(s) and/or nominees and then later
        withdrew them after entering into a standstill agreement with nine closed-end funds managed by four separate investment advisers.

      Comment 9: On page 36, please explain the basis for your statement that Saba is simply looking for a
        large, one-time liquidity event to realize profits for itself.  In this respect it appears that any benefits accruing to Saba as a result of a self-tender would also be available to other investors.

      Response: Please see the Fund’s response above to comment #8. Saba has a history of seeking large,
        one-time liquidity events to realize profits. Saba, through its ETF, private funds, and accounts, invests in closed-end funds and has a history of submitting proposals and/or nominations and later withdrawing them once funds agree to conduct one or
        more liquidity events such as tender offers, open-end fund conversions, and liquidations. The Fund believes that Saba does this to benefit its own clients, and not to benefit the stockholders of the closed-end funds it attacks.  The Fund believes,
        including for the reasons described in its proxy statement, that Saba’s actions are harmful to long-term stockholders. Based on public information, Saba is currently the Fund’s largest stockholder and therefore would stand to gain the largest
        return or benefit from its self-interested proposals. In addition, because stockholders have purchased shares of the Fund at different times (both prior to and after Saba) and at different prices, they may not achieve the same benefits as Saba (for
        example, a potential tender offer price may not be accretive to all stockholders if some purchased shares at a price higher than the potential tender offer price).  Given Saba’s pattern of selling its positions in closed-end funds that have
        conducted liquidity events, it is unlikely that it would remain in the Fund should the Fund implement the tender offer described in Saba’s proposal.  As a result, it would not incur the ongoing higher expenses and other consequences of such a
        tender offer described in the proxy statement, unlike long-term stockholders.

      As stated in the proxy statement, Saba is simply looking for a large, one-time liquidity event to realize profits for itself and has a history of
        attacking closed-end funds for its own short-term profit.  For example, Saba owned 12.05% of Delaware Enhanced Global Dividend and Income Fund’s outstanding shares as of Saba’s latest Schedule 13D amendment filing on March 9, 2018 but did not hold
        any shares after that fund’s tender offer based on Saba’s Schedule 13F filing

          Mr. Jay Williamson

          Division of Investment Management

          Securities and Exchange Commission

          August 27, 2019

          Page 5

      covering the period ended June 30, 2019.1  The Fund is not the first to because aware of this trend.  Please see, for example, page 7 of the definitive additional proxy materials filed by BlackRock Credit
        Allocation Income Trust on June 19, 2019, which includes a table that provides ten examples of when Saba has sold its entire position or significantly reduced its position in a closed-end fund after a liquidity event.2

      Comment 10: On page 36, starting with your statement that Saba knowingly fails to comply with regulatory
        requirements, you make several assertions that Saba has failed to comply with the Investment Company Act of 1940 (the “1940 Act’) and certain SEC orders.  We are not in a position to assess the reasonableness of your statement but supplementally
        request that you provide us with the underlying data you believe supports your position.  This data might include, for example, comparisons of creation redemption baskets against fund holdings on particular dates.  We further remind you that
        section b. of the note to Rule 14a-9 indicates that material that directly or indirectly charges improper, illegal or immoral conduct without sufficient foundation may be misleading for purposes of Rule 14a-9.

      Response:  Neuberger Berman Investment Advisers LLC, the Fund’s investment manager (“NBIA”), has
        observed certain practices related to Saba’s creation basket process for Saba Closed-End Funds ETF (BATS: CEFS) (the “ETF”), a series of an Exchange Traded Concepts LLC (“ETC”) sponsored “umbrella” trust Exchange Listed Funds Trust, that is
        sub-advised by Saba that appear to be impermissible under the exemptive application and order on which the ETF relies (the “Exemptive Order”) and in violation of the federal securities laws, including Section 17(d) of the Investment Company Act of
        1940, as amended and Rule 17d-1 thereunder.3

      The belief that Saba’s creation baskets are unlawful is based primarily on ETC’s Exemptive Order for its actively managed ETFs.  The Exemptive Order,
        requires a relying ETF’s baskets to be a pro rata slice of the portfolio, subject to narrow exceptions that do not appear applicable here.4  In practice, CEFS creation baskets bear little resemblance to a pro rata slice of the ETF’s
        holdings.  For example, Saba (i) excludes significant numbers of the ETFs holdings from the creation baskets; (ii) weights the positions that are selected for the creation basket in a manner that appears to be purely discretionary; and (iii)
        includes securities in the creation basket that are not in CEFS’ portfolio.  Unlike index based ETFs, actively managed ETFs relying on the Exemptive Order do not have the flexibility to representatively sample their target index or

      _________________________________

        1Available at https://www.sec.gov/Archives/edgar/data/1396167/000106299318001139/sched13da.htm and https://www.sec.gov/Archives/edgar/data/1510281/000106299319003423/xslForm13F_X01/form13fInfoTable.xml.

      2 Available at https://www.sec.gov/Archives/edgar/data/1379384/000119312519176581/d765756ddefa14a.htm.

       3 Available at https://www.sec.gov/Archives/edgar/data/732126/000114420413013284/v337241_40appa.htm.

      4 The permissible exceptions under the Exemptive Order are as follows: (a) in the case of bonds, for minor differences when it is impossible to break up bonds beyond certain minimum sizes needed for
        transfer and settlement; (b) for minor differences when rounding is necessary to eliminate fractional shares or lots that are not tradeable round lots; (or) TBA Transactions; short positions or other positions that cannot be transferred in-kind

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Neuberger Berman Investment Advisers  LLC

1290 Avenue of the Americas

New York, NY 10104

Tel. 212.476.9000

June 1, 2018

U.S. Securities and Exchange Commission

 Division of Investment Management

Disclosure Review & Accounting Office

100 F Street NE

Washington, DC 20549

Attn: David Manion

VIA Correspondence

Re:  SEC Review of N-CSR filings for Neuberger Berman MLP Income Fund Inc. (“NML”), Neuberger Berman Real Estate Securities Income Fund Inc. (“NRO”), Neuberger Berman High Yield Strategies Fund Inc. (“NHS”), Neuberger Berman California Intermediate Municipal Fund Inc. (“NBW”), Neuberger Berman Intermediate Municipal Fund Inc. (“NBH”), Neuberger Berman New York Intermediate Municipal Fund Inc. (“NBO”), and Neuberger Berman Advisers Management Trust (“AMT Funds”) (each a “Fund” and collectively, the “Funds”)

Dear Mr. Manion:

On behalf of the Funds, this letter is in response to the comments you provided by telephone on May 3, 2018, to Neuberger Berman Investment Advisers LLC (“NBIA”) personnel, in connection with the Securities and Exchange Commission (“Commission”) staff’s review of the N-CSR filing for the Funds, which are managed by NBIA, for the periods ending October 31, November 30 and December 31, 2017. Set forth below are the Staff’s comments with respect to the Funds’ annual reports, followed by the Funds’ response to each comment.

Your questions/comments are reflected in bold, and our responses are beneath.

1.

Comment: In the report for each of NBH, NBO and NBW (together, the “Muni Funds”) and for Advisers Management Trust, Short Duration Bond Portfolio (“Short Duration”) for the footnotes to the schedule of investments for each Fund that reads: “Weighted average coupon that changes/updates periodically,” consider whether, pursuant to Rule 12-12 of Reg S-X: (i) additional information is needed regarding the reference rate (i.e., base rate) for such securities; and (ii) whether additional information is needed to explain the basis for the “weighted average” nature of the coupon (i.e., does it contain multiple securities or assets the average weighted interest rate of which determines the coupon of the security).

Response:  The Muni Funds’ securities associated with the footnote described above to the schedule of investments for each Fund are either (i) municipal bonds that did not pay a variable interest rate during the reporting period and for which the footnote was inadvertently applied; or (2) a variable rate demand note (“VRDN”) that pays

Neuberger Berman Investment Advisers  LLC

1290 Avenue of the Americas

New York, NY 10104

Tel. 212.476.9000

an adjustable interest rate that is not based on a reference rate (i.e., base rate).  Instead, the stated interest rate for the VRDNs, which resets at predetermined periods (i.e., daily, weekly, etc.), is determined by the remarketing agent and contain a put feature that coincides with the timing of any such interest rate adjustment. Going forward, the Muni Funds will not footnote any holdings that are fixed rate municipal bonds and will consider revising the disclosure regarding VRDNs by replacing the current footnote with the following:

“Variable rate demand obligation where the stated interest rate is not based on a published reference rate and spread.  Rather, the interest rate generally resets daily or weekly and is determined by the remarketing agent.  The rate shown represents the rate in effect at period end.”

The adjustable rate security held by Short Duration that was associated with this footnote is no longer owned by the Fund.  However, like the VRDNs held by the Muni Funds, the rate was not based on a published reference rate or spread.  If similar securities are held in the future, Short Duration will provide disclosure that more clearly describes the factors used to determine the rate.

For the Muni Funds and Short Duration, we confirm that the “weighted average coupon” did not refer to a holding that contained multiple securities or assets.

2.

 Comment:  Please consider whether the disclosure regarding the leverage facilities for NRO, NHS, and the Muni Funds pursuant to Rule 6-07 of Reg S-X is sufficient, specifically relating to the disclosure of average interest rates and average dollar amount of borrowings during the reporting periods.

Response: Going forward, Management will add disclosure relating to average rates and average amounts outstanding to funds with leverage facilities. To the extent that the rate is fixed or the amounts outstanding did not change during the period, Management agrees to include disclosure to that effect.

Neuberger Berman Investment Advisers  LLC

1290 Avenue of the Americas

New York, NY 10104

Tel. 212.476.9000

3.

Comment: Please explain the amended N-SAR-B/A filing that was made for the AMT Funds on March 1, 2018.

Response: The N-SAR-B/A filing made by the AMT Funds was an amendment to the filing that was made on February 27, 2018, that unintentionally omitted the AMT Funds’ By-laws, as they were amended and restated during the reporting period.

If you have further questions, you can reach me at rconti@nb.com, or John McGovern, Treasurer of the Funds, at jmcgovern@nb.com, or Corey Issing, General Counsel, Mutual Funds of NBIA at corey.issing@nb.com.

Kind regards,

/s/ Robert Conti

Robert Conti

President

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Neuberger Berman Investment Advisers LLC

605 Third Avenue

New York, NY 10158-3698

July 8, 2016

Christina DiAngelo Fettig

Securities and Exchange Commission

100 F Street NE

Washington, D.C.  20549

Re:
SEC Questions on Neuberger Berman Registered Funds’ N-CSRs and other filings:

Neuberger Berman Income Funds

Neuberger Berman Alternative Funds

Neuberger Berman California Intermediate Municipal Fund Inc.

Neuberger Berman High Yield Strategies Fund Inc.

Neuberger Berman Intermediate Municipal Fund Inc.

Neuberger Berman New York Intermediate Municipal Fund Inc.

Neuberger Berman Real Estate Securities Income Fund Inc.

Dear Ms. Fettig:

This letter is in response to your phone call on September 2, 2015 with Neuberger Berman Investment Advisers LLC (“NBIA”), formerly Neuberger Berman Management LLC,1 personnel, during which you made inquiries on the N-CSR for the period ending October 31, 2014 and various other filings made with respect to each of the above captioned funds, each of which is managed by NBIA (each a “Fund” and collectively, the “Funds”).  Summarized below are the questions and comments from that discussion, along with our responses.

In providing our response, we acknowledge that:  (1) each Fund is responsible for the adequacy and accuracy of the disclosure in its filings, (2) Securities and Exchange Commission (“Commission”) staff comments, or changes to disclosure in response to staff comments, in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and (3) no Fund may assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please note that where changes are being made to future disclosure in response to staff comments, we do not thereby acknowledge that past practices were deficient. Rather, changes are being made primarily to accommodate staff requests.

Your questions/comments are reflected in bold, and our answers are beneath.

1 On January 1, 2016, Neuberger Berman Management LLC and Neuberger Berman LLC transferred to Neuberger Berman Fixed Income LLC (“NBFI”) their rights and obligations pertaining to all services they provided to any Fund under any investment management, investment sub-advisory, and/or administration agreement, as applicable (the “Agreements”). Following this transfer, NBFI was renamed Neuberger Berman Investment Advisers LLC.  The consolidation did not result in any change in personnel servicing the Funds, investment processes employed by any Fund, the nature or level of services provided to any Fund, or the fees any Fund pays under its advisory or administration agreements.

1.

Comment:  Please consider whether the benchmark for Neuberger Berman Emerging Markets Debt Fund meets the definition of an appropriate broad based benchmark under Item 27(b)(7)(ii)(A) of the instructions to Form N-1A.

Response:   We believe that the blended benchmark meets this definition.  Management is aware of several fund groups that similarly use a blended index as the “broad-based securities market index” for a fund registered on Form N-1A.  We believe that these blended indexes are often used across the industry because they reflect the market for the principal investments of these funds better than available non-blended indexes.

Management is not aware of any authoritative guidance from the SEC or the SEC staff indicating that a blended index cannot represent an “appropriate broad-based securities market index” as that term is used in Form N-1A.  We believe, however, that our approach is consistent with the limited authoritative guidance from the SEC and the SEC staff regarding this definition.

Form N-1A defines “appropriate broad-based securities market index” to mean an index “that is administered by an organization that is not an affiliated person of the Fund, its investment adviser, or principal underwriter, unless the index is widely recognized and used.” The SEC has stated that “[t]he purpose of including return information for a broad-based securities market index was to provide investors with a basis for evaluating a fund’s performance and risks relative  to the market.”2 In rejecting the mandatory use of peer group comparisons for all funds, the SEC stated that “[t]he index comparison requirement is designed to show how much value the management of the fund added by showing whether the fund ‘out-performed’ or ‘under-performed’ the market, and not so much whether one fund ‘out-performed’ another.”3 The SEC has also stated that a “broad-based index is one that provides investors with a performance indicator of the overall applicable stock or bond markets, as appropriate” and that an “index would not be considered to be broad-based if it is composed of securities of firms in a particular industry or group of related industries.”4  We respectfully note that the Fund’s blended primary benchmark index reflects the markets in which the Fund principally invests, and is not “composed of securities of firms in a particular industry or group of related industries.”  This chosen blended index is more relevant for shareholders than any other available non-blended index.

Early guidance on the meaning of an “appropriate broad-based securities market index” comes from SEC statements in 1972 regarding their use in the context of Section 205(b) of the Investment Advisers Act of 1940. Specifically, the SEC stated:

In determining whether an index is appropriate for a particular investment company, directors should consider factors such as the volatility, diversification of holdings, types of securities owned and objectives of the investment company. For example, a broadly based market value

2 Registration Form Used by Open-End Management Investment Companies, SEC Release No. IC-23064 (Mar. 13, 1998).

3 Disclosure of Mutual Fund Performance and Portfolio Managers, SEC Release No. IC-19382 (Apr. 6, 1993).

4 Id.

2

weighted index of common stocks ordinarily would be an appropriate index, but an index based upon a relatively few large ‘blue chip’ stocks would not. For investment companies that invest exclusively in a particular type of security or industry, either a specialized index that adequately represents the performance of that type of security or a broadly based market value weighted index ordinarily would be considered appropriate. Of course, if an investment company invests in a particular type of security an index which measures the performance of another particular type of security would be inappropriate.5 (emphasis added)

Finally, with regards to the ability of a fund to select a broad-based index, the SEC stated that “[the ‘appropriate index’ language] would give a fund a considerable degree of flexibility to select an index that it believes best reflects the markets in which the fund invests. In some cases, of course, there will not be an index available that encompasses the types of securities in which the fund invests. Nonetheless, a broad market index could always be used to serve as a benchmark for how an alternative, unmanaged investment in the securities market performed during the period” (emphasis added).6

We believe that using a blended primary benchmark index complies with the requirements of Form N-1A and the SEC guidance cited above. The comparison to an appropriate index appears intended to permit investors and potential investors to see how well a fund is accomplishing what it says it will do, and how much relative risk the fund is undertaking in the process.  This requires an index that reflects what the fund says it will do.  As the Staff is aware, funds are increasingly using diverse investment strategies which at times have multiple distinct components and asset classes with various weightings. As a result, a fund’s strategy may have a higher degree of correlation with a blended index than a more commonly used broad-based index.  In this regard, we believe that a blended primary benchmark index, consisting of component indexes that are intended to represent similar risk attributes as each distinct portion of the fund’s holdings, will provide investors with a more useful basis for evaluating the applicable Fund’s performance and risks relative to the markets in which the Fund invests. This comparison is consistent with the SEC’s stated purpose of including return information for a broad-based securities market index.

We emphasize that, consistent with the SEC’s guidance that funds should have “a considerable degree of flexibility to select an index that it believes best reflects the markets in which the fund invests”, we should be given considerable deference in determining whether a blended benchmark index is an “appropriate broad-based securities market index” for the Fund.

2.

Comment:  Please consider whether investments in derivatives should be in the financial report narrative for Neuberger Berman Absolute Return Multi-Manager Fund and Neuberger Berman Emerging Markets Debt Fund.

5 Factors to be Considered in Connection with Investment Advisory Contracts Containing Incentive Fee Arrangements, SEC Release Nos. IA-315, IC-7113 (Apr. 18, 1972).

6 Disclosure and Analysis of Mutual Fund Performance Information; Portfolio Manager Disclosure, SEC Release No. IC-17294 (Jan. 8, 1990).

3

Response:  The July 30, 2010, letter from Barry Miller, Associate Director, Office of Legal and Disclosure, Securities and Exchange Commission, to the Investment Company Institute states the following regarding the content of management’s discussion of fund performance (MDFP):

Further, the MDFP should be consistent with operations reflected in the financial statements, and a fund whose performance was materially affected by derivatives should discuss that fact, whether or not derivatives are reflected in the portfolio schedule at the close of the fiscal year.

For each Fund, the effect from derivatives was considered; however, it was not material enough to warrant discussion in the MDFP.

3.

Comment:  Please consider adding to the portfolio holdings chart a note indicating that derivatives are not included.

Response:  Management will include a footnote going forward.

4.

Comment:   For Neuberger Berman Flexible Select Fund, Golub Capital BDC was listed in the schedule of investments.  Please confirm that this was included in the Acquired Fund Fees and Expenses (“AFFEs”) line item in the prospectus fee table.

Response:  The Fund’s fee table showed 0.06% of AFFEs.  This was primarily due to its investment in the State Street Institutional Treasury Money Market Fund.  The AFFEs related to the Golub Capital BDC were included in this amount but were not material enough to affect this line item.

5.

Comment:   For floating rate securities listed in the Schedule of Investments, please consider adding a description of the rate terms within the description of the security- e.g. (Libor plus spread, 1.00% floor).

Response:   We reviewed multiple competitor fund disclosures and were not able to identify any funds that include this additional description for floating rate securities.  We also asked various fund service providers whether including such a description is a common practice.  They indicated that they have not seen this additional description for floating rate securities and are not aware of any requirement to disclose this level of information.

Comment:  Referring to PIK bonds and the AICPA Audit Risk Alert - Investment Company Industry Developments 2013/2014 (see excerpt below), the cash and PIK rates of interest should be disclosed.

Certain registrants have debt investments that pay both PIK and cash interest. The SEC staff has noticed certain registrants hold debt instruments that have a provision permitting the issuer to determine a range of PIK interest that will be paid, along with a minimum cash percentage to be paid. For example, a bond may have a 15-percent stated interest rate that includes two rate components: (a) a minimum cash interest rate of 10 percent and (b) a PIK interest rate with a range between 0 percent and 5 percent. The SEC staff believes that if an issuer has the

4

ability to pay a range of PIK interest, the current PIK and cash interest rates should be disclosed on the schedule of investments, along with the possible PIK interest rate range or the maximum PIK interest rate that could be paid. For example, if the issuer of the bond previously referenced with a 15-percent stated interest rate is currently paying 12 percent cash interest and 3 percent PIK interest as of the date of the financial statements, then the schedule of investments would disclose the current 12 percent cash and 3 percent PIK interest rates, along with the range of possible PIK interest rates that could be paid (0-5 percent) or the maximum allowable amount of PIK interest (0 percent to 5 percent).

Response:   Financial statements dating back to 1/31/15 started disclosing both the current PIK/cash rates as well as the range of allowable PIK rates.

6.

Comment:  Please consider adding a line item to the balance sheet for funds with unfunded commitments (Reg. SX 604-15).  Some examples of this will be sent to you.

Response:  We currently disclose unfunded commitments in the notes to the financial statements.  Going forward, we will include on the Statement of Assets and Liabilities a line item titled “Commitments and contingencies.”  Based on present conditions, the line item will show no value but will include a reference to the applicable note.   As it relates to Section 18, our current procedures require the full cost of unfunded commitments to be covered.

7.

Comment:   For Neuberger Berman Absolute Return Multi-Manager Fund, on page 47 of the annual report, please provide more detail describing the transfer of securities to/from Level 2 and Level 3.

Response:   The accounting standards require disclosure of the reason for a transfer of securities to/from Level 2 and Level 3.  While management believes the current language sufficiently describes the reasons for any such transfers, in the future we will attempt to provide additional detail that may be useful for shareholders, such as a methodology based on a single broker quote.

8.

Comment:  For Neuberger Berman Emerging Markets Debt Fund, please add to the notes any accounting policies for accruing foreign capital gain taxes.

Response:   A note will be added going forward.

9.

Comment:  For Neuberger Berman MLP Income Fund, please confirm that it is complying with Section 19A requirements.

Response:  Yes. 19a-1 notices are being sent, as appropriate, and the Fund is complying with Section 19A requirements.

10.

Comment:  For portfolio turnover rates including/excluding short sales that are disclosed in the financial highlights tables, are the denominators the same?

Response:  No. The denominator for portfolio turnover rates including short sales is the average market value of both long and short securities.  The denominator for portfolio turnover rates excluding short sales is the average market value of only long securities.

5

While N-1A is very specific regarding the treatment of short sales for the purchase and sales component of the portfolio turnover calculation (numerator) Form N-1A does not reference short sales for the monthly average value of portfolio securities’ component (denominator).  We understand the inclusion of the absolute value of securities sold short in the denominator to be the industry best practice.   We will continue to monitor industry best practices and will consider whether additional disclosure is warranted.

11.

Comment:   For Neuberger Berman Real Estate Income Fund Inc., in the financial highlights, please modify the heading (Ratio of net investment income excluding preferred share distributions) to reflect the current leverage structure.

Response:   We will mo

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Neuberger Berman Management LLC

605 Third Avenue

New York, NY 10158-3698

212-476-8800

June 15, 2012

Christina DiAngelo

Securities and Exchange Commission

100 F Street NE

Washington, D.C.  20549

Re:

SEC Questions on Neuberger Berman Registered Funds’ N-CSRs and other filings

Dear Ms. DiAngelo:

This letter is in response to your phone call with Neuberger Berman Management LLC (“NBM”) personnel, during which you made inquiries on N-CSR and various other filings made with respect to registered funds managed by NBM (the “Funds”).  Summarized below are the questions and comments, along with our responses.  These answers relate to the Funds listed on your communication of April 16, 2012 to John McGovern, Treasurer of Neuberger Berman Funds.

In providing our response, we acknowledge that:  1) each Fund is responsible for the adequacy and accuracy of the disclosure in its filings, 2) Securities and Exchange Commission (“Commission”) staff comments, or changes to disclosure in response to staff comments, in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and 3) no Fund may assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Your questions/comments are reflected in bold, and our answers are beneath.

I.

General Comments to N-CSR and other filings:

1)

Provide a status update for series and class identifiers on active or inactive Funds and their classes, and update as inactive where applicable, particularly:

a)

Neuberger Berman Small and Mid Cap Growth Fund

b)

Neuberger Berman Climate Change Fund

c)

Neuberger Berman Municipal Money Fund

d)

Neuberger Berman Tax Free Money Fund

e)

Neuberger Berman NY Municipal Money Fund

f)

Trust Class – Neuberger Berman Value Fund, formerly known as Large Cap Value Fund

g)

Trust Class – Neuberger Berman Multi-Cap Opportunities Fund

h)

Trust Class – Neuberger Berman Equity Income Fund

ANSWER:  The Funds listed in letters a-e have been liquidated.  The Trust Class of each of the Funds listed in letters f-h have been converted into the Institutional Class of each Fund, respectively. On June 13, 2012, we deactivated the identifiers for EDGAR purposes.

2)

Include ticker symbols, if they exist, for Neuberger Berman International Fund - Institutional and R3 Classes, where applicable.

ANSWER:  The Institutional and R3 Classes of the Neuberger Berman International Fund are not operational and do not have ticker symbols.

3)

Please file an amended N-SAR filing for the period ended August 31, 2011 for Neuberger Berman Equity Funds to include the accounting firm’s missing date below the signature and the city and state where the accounting firm is located where the accountant’s report on internal controls from Tait, Weller & Baker appears in the filing.

ANSWER:  On June 7, 2012 we filed an amended N-SAR to include the missing information.

4)

Please file an amended Form 40g-17 for the Fidelity Bond with final resolutions approved by the board, rather than using “form of” resolutions.

ANSWER:  On June 14, 2012, we filed an amended 40g-17 filing to include the final resolutions approved by the Funds’ Boards.

5)

Please provide a more specific phone number and contact person on the cover sheet of the N-CSR filings so that the SEC staff can contact the proper person to ask questions on filings.

ANSWER:  Currently, the name of the President for the Funds, Robert Conti, is provided on the cover, along with the main phone number answered by our team of registered representatives.  Anyone who has business with Mr. Conti, such as a regulator, will be promptly connected.

6)

Provide a brief explanation as to why there were 7 amended N-SAR filings in January 2010 for the Neuberger Berman Income Funds (the “Trust”).  Also, going forward, provide a cover sheet briefly explaining the reason for the amendment.

ANSWER:  The seven amended N-SAR filings in January 2010 were to provide corrected information for Item 74W for certain series of the Trust.  Going forward, we will consider if the amendment warrants providing a cover sheet briefly explaining the reasons for the amended filing.

7)

Provide more detail on what the tax services were under Item 4(c) Tax Fees.

ANSWER:  Going forward, we will add more detail on what tax services will be provided.

8)

Provide more detail on N-CSR Item 8, compensation of portfolio managers (Item 8(a)(3)) for the closed-end Funds.  Describe with specificity what the compensation is based on, such as time periods, links to indices or any other benchmarks.

ANSWER: Additional detail has been added to the portfolio manager compensation in recent reporting periods, which includes time periods.  Compensation is not specifically linked to benchmarks.  We think the current language sufficiently describes the criteria on which the compensation is based, and the disclosure in Item 8 mirrors the SAI disclosure for the open-end Funds. We would prefer not to tailor it more specifically to each closed-end portfolio manager.  This could raise privacy issues as well as concerns about proprietary information or personnel issues.  Nevertheless, some minor changes will be made in the next filing to conform to updates that are made in the open-end Funds’ SAI disclosure on compensation.

9)

Provide information related to disclosure from Form N-2, Item 10.1.e, on where and how distribution information can be obtained for the distribution reinvestment plans for the Neuberger Berman closed-end Funds.  This information should include the phone number, address and information describing the income tax consequences of a stockholder joining the plan.

ANSWER:  We will add additional information such as a phone number for future filings.  We typically do not provide more specific tax information to shareholders, but will advise them to contact their tax professional for advice on their personal tax situation.

10)

Update discussions, with more specificity, for both open- and closed-end Funds regarding the board’s consideration of advisory contract (i.e., 15(c) process).

ANSWER:   Board counsel will consider for future reports where more specificity can be provided.  The Funds’ Boards have a robust 15(c) process.  The Boards annually consider the comprehensiveness of their review and evaluation process, based on changes at the management company and other service providers, industry changes, regulatory events, court cases, and the Board members’ own extensive experience with investment management and regulatory matters.  Board counsel adds new questions for management every year, based on its and the Boards’ judgment as to their necessity and appropriateness.  However, the central issues, and the ones that are the focus of most of the Boards’ attention, are the very ones identified by the SEC in Item 27(d)(6) of Form N-1A and by the courts in Gartenberg and other decisions.  Accordingly, they form the core of the factors on which the Boards base their decisions on contract approval and are properly the focus of the disclosure in the annual and semi-annual reports.   Each time the disclosure is drafted, Board counsel considers the specific factors that were considered by the

Boards and the information reviewed by the Boards that was provided by management during the 15(c) process and throughout the year.  The disclosure is tailored each year as appropriate.  For example, the Neuberger Berman Income Funds April 30, 2009 report includes a discussion of the various factors considered by the Boards following management’s buy-out of Neuberger Berman, as it emerged as an independent firm from the Lehman Brothers’ organization.

II. Questions On Financial Statements within N-CSR

1)

Although not required by rule for closed-end funds, provide benchmark performance along with closed-end fund performance in each shareholder letter.

ANSWER: The closed-end Funds each provide general relative performance information in the commentary section of the report.  We indicate in the narrative whether the Fund is outperforming its benchmark or not.  We will add the specific numbers in the commentary for those Funds that do not already provide that information.

2)

Add disclosure to closed-end Fund reports that is similar to what open-end Fund reports include to reflect the deduction of taxes upon distributions, as required under Form N-1A Item 27 (b)(7)(ii)(B), i.e. that “the graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.”

ANSWER:  Although not required by Form N-2, we will add this type of disclosure to the closed end Funds’ reports going forward, as applicable. We will not include references to “the graph” as there is no equivalent requirement in Form N-2 to Item 27(b)(7)(ii) in Form N-1A, and the Funds do not include such a graph in their reports.

3)

Provide a more descriptive reason as to why a benchmark has been changed, such as if the strategy changed or the benchmark changed, not just that it more closely reflects the characteristics of the Fund.

ANSWER: We will provide additional descriptions on a going-forward basis when there is a more specific reason that can be identified for changing a benchmark.

4)

Provide in the schedule of investments the rates of preferred stock, particularly in the Neuberger Berman Real Estate Securities Income Fund Inc. (closed end).

ANSWER:  The Funds will add the rates of preferred stock in future filings.

5)

Provide disclosure for written options in Neuberger Berman Equity Income Fund’s financial statement of assets and liabilities that reflects the proceeds received from written option transactions.  Add a parenthetical reference to this line item within the statement of assets and liabilities, and provide for recalculation of unrealized appreciation and depreciation.

ANSWER:  Going forward, “Options contracts written, at value” will be footnoted in the liability section of the Statement of Assets and Liabilities and a line item corresponding to that footnote will be added at the end of the Statement of Assets and Liabilities with the caption “Premiums received from options written.”

6)

Provide, in accordance with Regulation S-X, Rule 6-04 12(b)(1), whether there are any payables to trustees or directors.  These should be listed in the statement of assets and liabilities separately.

ANSWER: Going forward, payables to trustees or directors will be listed separately within the statement of assets and liabilities if present at the end of the period.

7)

Ensure that the fund expense hypothetical has language that conforms to the first paragraph of Form N-1A instructions that states, in part: “As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution [and/or service] (12b-1) fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.”

ANSWER:  Going forward we will add that sentence to the annual report expense hypothetical, as appropriate.  The instructions to Item 27 of Form N-1A provide that: “A fund may modify the narrative explanations if the explanation contains comparable information to that shown, and is required to make any modifications necessary to reflect accurately the fund’s circumstances. A fund may eliminate any parts of the narrative explanations that are inapplicable.” The open-end Funds’ current narratives reflect modifications that Form N-1A permits or requires.

8)

Provide for NOTE B “Management, Administration Fees, Distribution Arrangements, and other Transactions with Affiliates,” for those Funds with a tiered fee, disclosure language that states that “the data includes the effective management fee rate for the period.  This statement is not required but is considered a “best practice”.

ANSWER:  Going forward, effective management fee rates will be disclosed in the Notes to Financial Statements.

9)

Provide in NOTE B for expense waivers a statement that any previously-reimbursed expenses repaid by a Fund to the manager under a Fund expense cap agreement did not cause the Fund to go over the original expense cap limit at the time the fees were waived.

ANSWER: The open-end Funds’ current descriptions of their contractual expense limitation arrangements include a statement that each of a Fund’s respective classes will repay the manager “for fees and expenses foregone or reimbursed for that class provided that repayment does not cause that class’ annual operating expenses to exceed its contractual expense limitation.” The open-end Funds will clarify the statement by adding, at the end of

the statement, the words “in place at the time the fees and expenses were foregone or reimbursed.”

10)

As per the 2011 AICPA expert panel, include a separate line item within the prospectus fee table showing previously waived/absorbed expenses that were recouped by management.

ANSWER:  Where the “Other expenses” line item includes a class’s repayment of fees or expenses foregone or reimbursed for that class, the “Other expenses” line item has a footnote that indicates that the class was in repayment and the amount of the repayment. We plan to continue to disclose that a class was in repayment and the amount of the repayment in this manner, rather than by including a separate line item within the prospectus fee table. Although Form N-1A permits a registrant to subdivide the " Other expenses" caption into no more than three subcaptions or, alternatively, to include the components of "Other expenses" in a parenthetical to the caption, it does not require a registrant to do so.

11)

Please confirm that the Funds accrue expense reimbursement and recoupment when a Fund is in recoupment mode under its expense cap contracts.

ANSWER:  This is confirmed.

12)

Conform the expense ratio columns in the financial highlights section of the financial statements to the financial highlight presentation in the prospectus Show gross expense ratio (ratio without reimbursement) within the financial highlights instead of “net custodian fee” Although not a statutory requirement, this change would be considered a “best practice”.

ANSWER:  Gross expense ratio (ratio without reimbursement) will be shown within the financial highlights going forward

13)

Provide disclosure relating to the effect on total performance of certain non-recurring payments, such as proceeds from class action settlements (seen on page 183 of Equity Funds financials and page 99 of recent Income Funds annual reports).

ANSWER:   Disclosure will be added to the Financial Highlights sections as applicable relating to effect on total performance.

14)

Confirm for Neuberger Berman International Fund, Neuberger Berman Real Estate Fund (open-end) and Neuberger Berman Real Estate Securities Income Fund Inc. (closed-end) that disclosure was made relating to return of capital in distributions.  Does the website correctly reflect the character of the distributions?

ANSWER:  Per our discussion, disclosure relating to distributions for those Funds was made in 2010, within a yearly notice that was posted on our website.  This disclosure included that

for REIT related funds, a reclassification of distributions might be made in the following year.  It should be noted, that at the time these distributions are posted, information on tax reclassification for REITs is not yet available.  When reclassifications were made available, during the following year, a 1099 notice reflecting the re-char