As filed with the Securities and Exchange Commission on July 9, 2010
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM N-CSR
 
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
 
Investment Company Act file number: 811-21334
 
NEUBERGER BERMAN INCOME OPPORTUNITY FUND INC.
(Exact Name of the Registrant as Specified in Charter)
c/o Neuberger Berman Management LLC
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
(Address of Principal Executive Offices – Zip Code)
 
Registrant’s telephone number, including area code: (212) 476-8800
 
Robert Conti, Chief Executive Officer
c/o Neuberger Berman Management LLC
Neuberger Berman Income Opportunity Fund Inc.
605 Third Avenue, 2nd Floor
New York, New York  10158-0180
 
Arthur C. Delibert, Esq.
K&L Gates LLP
1601 K Street, N.W.
Washington, D.C. 20006-1600
(Names and Addresses of agents for service)
 
Date of fiscal year end: October 31, 2010
 
Date of reporting period: April 30, 2010
 
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
 
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 
 

 

Item 1. Report to Stockholders
 
 
 

 
 

 
 

 
 
Neuberger Berman
Income Opportunity
Fund Inc.
 
 

 
 

 
 

 
 

 
 
Semi-Annual Report
 
 
April 30, 2010
 


 
 

 

 
Contents
 
 
THE FUND
 
President's Letter
1
   
PORTFOLIO COMMENTARY
2
   
SCHEDULE OF INVESTMENTS
6
   
FINANCIAL STATEMENTS
16
   
FINANCIAL HIGHLIGHTS/PER SHARE DATA
29
   
Distribution Reinvestment Plan
31
   
Directory
33
   
Proxy Voting Policies and Procedures
34
   
Quarterly Portfolio Schedule
34

 

 
 

 
 

 
 

"Neuberger Berman" and the Neuberger Berman logo are service marks of Neuberger Berman LLC. "Neuberger Berman Management LLC" and the individual fund name in this shareholder report are either service marks or registered service marks of Neuberger Berman Management LLC. © 2010 Neuberger Berman Management LLC. All rights reserved.
 
 
 

 
 
President's Letter
 
 
Dear Shareholder,
 
I am pleased to present to you this semi-annual report for Neuberger Berman Income Opportunity Fund Inc. for the six months ended April 30, 2010. The report includes portfolio commentary, a listing of the Fund's investments, and its unaudited financial statements for the reporting period.
 
During the reporting period, the Fund changed its investment strategy and objective. Previously, the Fund employed an investment strategy whereby at least 80% of its total assets would be invested in a combination of high yield corporate debt securities and income-producing equity securities issued by real estate companies, including real estate investment trusts (REITs). Under its new strategy, the Fund invests primarily in high-yield debt securities of U.S. and foreign issuers. Additionally, the Fund is no longer required to invest at least 20% of its total assets in the securities of real estate companies. The Fund's new investment objective is to seek high total return (income plus capital appreciation).
 
In approving these changes, the Board of Directors considered the challenges associated with the Fund's hybrid investment strategy, the performance record of the high yield debt portion of its portfolio and the discount at which the Fund's common shares have historically traded to their net asset value (NAV). Implementation of the new investment strategy and objective resulted in the liquidation of virtually all of the Fund's equity securities issued by real estate companies by the end of the reporting period, the proceeds of which were invested in high yield debt securities.
 
The Fund's Board also approved a proposal to reorganize the Fund and Neuberger Berman High Yield Strategies Fund into a new closed-end fund. In determining to approve the proposed reorganization of the funds, the Board considered the potential benefits that the Fund's shareholders would derive from the larger combined fund, including a lower total expense ratio and enhanced liquidity. This proposal was submitted for approval by the stockholders at their annual meeting.
 
Please note that, in light of the proposed reorganization of the Fund, the commencement of the Fund's next measurement period under its tender offer program has been delayed. If the Fund's shareholders do not approve the proposed reorganization, the Fund will then announce the dates for its second measurement period. If the Fund's shareholders do approve the proposed reorganization, the new combined fund will adopt its own tender offer program, with substantially the same terms as the Fund's tender offer program and will conduct three measurement periods.
 
Before concluding, I am pleased to report that the Fund increased its distribution effective in February 2010 from $0.05 to $0.0575 per share. The factors considered in increasing the distribution rate included, among other things, the level of income being generated by the Fund's investments, which had increased based on portfolio composition and market conditions, and the Fund's current level of expenses.
 
Thank you for your confidence in the Fund. We will continue to do our best to earn your confidence and trust in the future.
 
 
Sincerely,
 
 
Robert Conti
President and CEO
Neuberger Berman Income Opportunity Fund Inc.
 
 
1
 
 

 
 
Income Opportunity Fund Inc. Portfolio Commentary
 
Neuberger Berman Income Opportunity Fund Inc. changed its investment strategy and objective on February 18, 2010. Previously, the Fund invested primarily in high yield bonds and real estate investment trusts (REITs). The Fund now generally owns only high yield bonds and as an investment objective seeks high total return, combining income and capital appreciation.
 
For the six months ended April 30, 2010, on a net asset value (NAV) basis, the Fund's high yield securities produced a positive return; its holdings in REITs, which were substantially liquidated, also did well. The use of leverage (typically a performance enhancer in up markets and a detractor during market retreats) was beneficial for performance as well.
 
The Fund's high yield securities posted a strong absolute return during the reporting period, performing in line with the Barclays Capital U.S. Corporate High Yield 2% Issuer Cap Index. For the four-month period through February 28, 2010, the Fund's REIT holdings outpaced the FTSE NAREIT Equity REITs Index.
 
The impressive rally in the high yield market that had begun in the spring of 2009 continued during the reporting period. The same themes that had supported the market since the beginning of the rebound remained in place, including encouraging economic news, corporate profits that generally exceeded expectations and robust demand from investors.
 
The high yield market's resiliency was noteworthy given ongoing high unemployment in the U.S., concerns regarding the debt crisis in Greece, and the possibility of increased federal government reforms in the financial sector. Despite these challenges, the index posted positive returns during all six months of the reporting period. Looking more closely at the high yield market, lower rated Caa bonds generated strong results, gaining 15.33%. In contrast, higher rated Ba securities returned 10.19%.
 
From an industry perspective, overweights in diversified financial services and consumer finance, in addition to our security selection in wireless, were the largest positive contributors to the Fund's performance relative to the index. In contrast, security selection in retail, as well as underweights in banking and insurance, were the largest detractors from relative results.
 
We made several adjustments to the portfolio during the reporting period, such as paring its exposure to CCC rated securities. This was due to several factors, including capturing profits by selling names that had appreciated and reached our target prices. In addition, a number of the portfolio's CCC rated holdings were upgraded, and, as a result, the Fund's exposure to B and BB rated securities increased. We also focused on buying B and BB names in the new issue market that we found to be attractively structured and priced.
 
Looking ahead, despite concerns about relatively slower economic growth in the second half of 2010, we maintain our overall positive outlook for the high yield market. We continue to believe that the economic recovery is sustainable and that the technicals and fundamentals in the high yield market will support a further narrowing in the yield difference (or spread) between high yield securities and duration-equivalent Treasuries. That said, we believe we could see increased volatility and, potentially, a correction given the length of the high yield rally. Should this occur, we would view it as an opportunity to add to existing holdings and initiate positions that we find to be attractively valued. As always, we will continue to conduct extensive research on potential securities for the portfolio as we seek to generate consistently strong risk-adjusted returns.
 
Sincerely,
 
 
 
 
 
Ann Benjamin and Tom O'Reilly,
Portfolio Co-Managers
 
2
 
 

 
 
 
TICKER SYMBOL
 
Income Opportunity Fund
NOX

RATING SUMMARY
 
(% of total investments)
 

AAA/Government/
Government Agency
 
0.0
%
AA
 
0.0
 
A
 
0.0
 
BBB
 
3.0
 
BB
 
29.5
 
B
 
44.1
 
CCC
 
21.1
 
CC
 
1.1
 
C
 
0.3
 
D
 
0.0
 
Not Rated
 
0.7
 
Short Term
 
0.0
 
Cash & Cash Equivalents
 
0.2
 
   
100.0
%
       
The Fund's portfolio holdings are categorized using the ratings assigned by Standard and Poor's, Moody's Investors Service, Inc., or Fitch, Inc., nationally recognized statistical rating organizations. All ratings are as of the report date and do not reflect any subsequent changes in ratings.
 
 
PERFORMANCE HIGHLIGHTS   
Neuberger Berman
 
NAV 1,3,4  
Inception
Date
  Six Month Period Ended 04/30/2010  
Average Annual Total Return
Ended 04/30/2010
 
 
1 Year
 
5 Years
 
Life of Fund
 
Income Opportunity
Fund
 
06/24/2003
   
24.52
%
   
85.12
%
   
0.08
%
   
4.22
%
 
Market Price 2,3,4  
Inception
Date
  Six Month Period Ended 04/30/2010  
Average Annual Total Return
Ended 04/30/2010
 
 
1 Year
 
5 Years
 
Life of Fund
 
Income Opportunity
Fund
 
06/24/2003
   
35.77
%
   
105.89
%
   
2.56
%
   
3.28
%
 
                                       
Closed-end funds, unlike open-end funds, are not continually offered. There is an initial public offering and, once issued, common shares of closed-end funds are sold in the open market through a stock exchange.
 
   
The composition, industries and holdings of the Fund are subject to change. Investment return will fluctuate. Past performance is no guarantee of future results.   
 
 
3
 
 

 
Endnotes
 
1
Returns based on the net asset value (NAV) of the Fund.
   
2
Returns based on the market price of Fund shares on the NYSE Amex.
   
3
Neuberger Berman Management LLC ("Management") has contractually agreed to waive a portion of the management fees that it would otherwise be entitled to receive from the Fund until October 31, 2011. Management has voluntarily extended these waivers for one year. Please see the notes to the financial statements for specific information regarding the rate of the management fees waived by Management. Absent such a waiver, the performance of the Fund would be lower.
   
4
Unaudited performance data current to the most recent month-end are available at www.nb.com.
 

 
4
 
 

 

 
Glossary
 
Barclays Capital U.S. Corporate High Yield 2% Issuer Cap Index:
An unmanaged sub-index of the Barclays Capital High Yield Index (which includes all U.S. dollar-denominated, taxable, fixed rate, non-investment grade debt), capped such that no single issuer accounts for more than 2% of the index weight.
   
FTSE NAREIT Equity REITs Index:
An unmanaged free float adjusted market capitalization weighted index that tracks the performance of all Equity REITs currently listed on the New York Stock Exchange, the NASDAQ National Market System and the NYSE Amex. REITs are classified as Equity REITs if 75% or more of their gross invested book assets are invested directly or indirectly in real property.
 
Please note that indices do not take into account any fees and expenses or any tax consequences of investing in the individual securities that they track and that individuals cannot invest directly in any index. Data about the performance of these indices are prepared or obtained by Management and include reinvestment of all income dividends and distributions. The Fund may invest in securities not included in the above-described indices.
 
 

 
 
5
 
 

 

 
Schedule of Investments Income Opportunity Fund Inc. (Unaudited)
 
PRINCIPAL AMOUNT
 
(000's omitted)
 
VALUE
 
(000's omitted)
 
Bank Loan Obligations µ (0.6%)
 
Electric—Generation (0.6%)
$
770
 
Texas Competitive Electric Holdings Co. LLC, Term Loan DD, 3.75%, due 10/10/14 (Cost $578)
 
$
623
 
 
Corporate Debt Securities (143.5%)
 
Airlines (3.6%)
 
243
 
American Airlines, Inc., Pass-Through Certificates, Ser. 2009-1, Class A, 10.38%, due 7/2/19
   
281
 
 
730
 
Delta Air Lines, Inc., Senior Secured Notes, 9.50%, due 9/15/14
   
773
ñ
 
1,060
 
United Airlines, Inc., Pass-Through Certificates, Ser. 2009-2, Class A, 9.75%, due 1/15/17
   
1,161
 
 
1,895
 
United Airlines, Inc., Pass-Through Certificates, Ser. 2007-1, Class A, 6.64%, due 7/2/22
   
1,781
 
     
3,996
 
Apparel/Textiles (0.4%)
 
390
 
Levi Strauss & Co., Senior Notes, 7.63%, due 5/15/20
   
394
ñØ
 
Auto Loans (3.8%)
 
950
 
Ford Motor Credit Co. LLC, Senior Unsecured Notes, 8.70%, due 10/1/14
   
1,025
 
 
2,935
 
Ford Motor Credit Co. LLC, Senior Unsecured Notes, 8.13%, due 1/15/20
   
3,109
 
     
4,134
 
Automakers (1.6%)
 
400
 
Ford Holdings, Inc., Guaranteed Notes, 9.30%, due 3/1/30
   
408
 
 
65
 
Ford Motor Co., Senior Unsecured Notes, 8.90%, due 1/15/32
   
65
 
 
300
 
Ford Motor Co., Senior Unsecured Notes, 9.98%, due 2/15/47
   
312
 
 
955
 
Navistar Int'l Corp., Guaranteed Notes, 8.25%, due 11/1/21
   
1,008
 
     
1,793
 
Banking (11.7%)
 
 
1,726
 
CIT Group, Inc., Senior Secured Notes, 7.00%, due 5/1/16
   
1,642
 
 
5,825
 
CIT Group, Inc., Senior Secured Notes, 7.00%, due 5/1/17
   
5,541
 
 
405
 
Ally Financial, Guaranteed Notes, Ser. 8, 6.75%, due 12/1/14
   
404
 
 
330
 
Ally Financial, Senior Unsecured Notes, 0.00%, due 6/15/15
   
220
 
 
2,120
 
Ally Financial, Subordinated Notes, 8.00%, due 12/31/18
   
2,112
 
 
1,730
 
Ally Financial, Guaranteed Notes, 8.00%, due 11/1/31
   
1,687
 
 
1,100
 
Ally Financial, Guaranteed Notes, 8.30%, due 2/12/15
   
1,148
ñ
 
120
 
Lloyds Banking Group PLC, Junior Subordinated Notes, 6.27%, due 11/14/16
   
79
ñµ
 
155
 
Lloyds Banking Group PLC, Junior Subordinated Notes, Ser. A, 6.41%, due 10/1/35
   
103
ñµ
     
12,936
 
Beverage (0.2%)
 
220
 
Constellation Brands, Inc., Guaranteed Notes, 7.25%, due 9/1/16
   
226
 
 
Building Materials (3.2%)
 
885
 
Goodman Global Group, Inc., Senior Discount Notes, 0.00%, due 12/15/14
   
540
ñ
 
205
 
Masco Corp., Senior Unsecured Notes, 6.13%, due 10/3/16
   
209
 
 
1,285
 
Ply Gem Industries, Inc., Senior Secured Notes, 11.75%, due 6/15/13
   
1,367
 
 
455
 
Ply Gem Industries, Inc., Senior Subordinated Notes, 13.13%, due 7/15/14
   
473
ñ
 
860
 
USG Corp., Guaranteed Notes, 9.75%, due 8/1/14
   
929
ñ
     
3,518
 
 
See Notes to Schedule of Investments
 
6
 
 

 

 
PRINCIPAL AMOUNT
 
(000's omitted)
 
VALUE
 
(000's omitted)
   
Chemicals (3.8%)
$
390
 
CF Industries, Inc., Senior Unsecured Notes, 6.88%, due 5/1/18
 
$
407
 
 
200
 
CF Industries, Inc., Senior Unsecured Notes, 7.13%, due 5/1/20
   
211
 
 
485
 
Huntsman Int'l LLC, Guaranteed Notes, 7.88%, due 11/15/14
   
492
 
 
1,180
 
LBI Escrow Corp., Senior Secured Notes, 8.00%, due 11/1/17
   
1,223
ñ
 
625
 
MacDermid, Inc., Senior Subordinated Notes, 9.50%, due 4/15/17
   
645
ñ
 
1,091
 
Momentive Performance Materials, Inc., Guaranteed Notes, 12.50%, due 6/15/14
   
1,227
ñÈ
     
4,205
 
Consumer/Commercial/Lease Financing (3.7%)
 
1,545
 
American General Finance Corp., Senior Unsecured Medium-Term Notes, Ser. I, 5.85%, due 6/1/13
   
1,426
 
 
1,000
 
American General Finance Corp., Senior Unsecured Medium-Term Notes, Ser. J, 6.90%, due 12/15/17
   
840
 
 
330
 
Int'l Lease Finance Corp., Senior Unsecured Medium-Term Notes, Ser. Q, 5.25%, due 1/10/13
   
310
 
 
515
 
Int'l Lease Finance Corp., Senior Unsecured Notes, 5.88%, due 5/1/13
   
486
 
 
1,045
 
Int'l Lease Finance Corp., Senior Unsecured Notes, 8.63%, due 9/15/15
   
1,032
ñ
     
4,094
 
Department Stores (0.7%)
 
450
 
Macy's Retail Holdings, Inc., Guaranteed Unsecured Notes, 7.00%, due 2/15/28
   
430
 
 
420
 
Macy's Retail Holdings, Inc., Guaranteed Senior Notes, 6.90%, due 4/1/29
   
399
 
     
829
 
Diversified Capital Goods (0.5%)
 
565
 
RBS Global & Rexnord Corp., Guaranteed Notes, 8.50%, due 5/1/18
   
566
ñ
 
Electric—Generation (9.2%)
 
305
 
Calpine Construction Finance Co. L.P., Senior Secured Notes, 8.00%, due 6/1/16
   
316
ñ
 
2,660
 
Dynegy Holdings, Inc., Senior Unsecured Notes, 7.75%, due 6/1/19
   
2,128
 
 
2,440
 
Edison Mission Energy, Senior Unsecured Notes, 7.63%, due 5/15/27
   
1,659
ØØ
 
3,120
 
Energy Future Holdings Corp., Guaranteed Notes, 10.88%, due 11/1/17
   
2,457
 
 
1,665
 
Energy Future Holdings Corp., Guaranteed Notes, 11.25%, due 11/1/17
   
1,207
 
 
175
 
Homer City Funding LLC, Senior Secured Notes, 8.14%, due 10/1/19
   
173
 
 
1,365
 
NRG Energy, Inc., Guaranteed Notes, 7.38%, due 2/1/16
   
1,352
 
 
910
 
NRG Energy, Inc., Guaranteed Notes, 7.38%, due 1/15/17
   
896
 
     
10,188
 
Electric—Integrated (0.4%)
 
405
 
IPALCO Enterprises, Inc., Senior Secured Notes, 7.25%, due 4/1/16
   
424
ñ
   
Electronics (3.6%)
 
885
 
Advanced Micro Devices, Inc., Senior Unsecured Notes, 8.13%, due 12/15/17
   
911
ñ
 
1,166
 
Flextronics Int'l Ltd., Senior Subordinated Notes, 6.25%, due 11/15/14
   
1,172
 
 
700
 
Freescale Semiconductor, Inc., Senior Secured Notes, 10.13%, due 3/15/18
   
756
ñ
 
1,050
 
Freescale Semiconductor, Inc., Senior Secured Notes, 9.25%, due 4/15/18
   
1,092
ñ
     
3,931
 
Energy—Exploration & Production (6.5%)
 
2,350
 
ATP Oil & Gas Corp., Senior Secured Notes, 11.88%, due 5/1/15
   
2,344
ñ
 
430
 
Chesapeake Energy Corp., Guaranteed Notes, 9.50%, due 2/15/15
   
471
 
 
2,135
 
Chesapeake Energy Corp., Guaranteed Notes, 6.88%, due 1/15/16
   
2,130
 
 
680
 
Cimarex Energy Co., Guaranteed Notes, 7.13%, due 5/1/17
   
701
 
 
573
 
Denbury Resources, Inc., Guaranteed Notes, 8.25%, due 2/15/20
   
615
 
 
285
 
Forest Oil Corp., Guaranteed Notes, 8.50%, due 2/15/14
   
303
 
 
565
 
Linn Energy LLC, Senior Unsecured Notes, 8.63%, due 4/15/20
   
586
ñ
     
7,150
 
See Notes to Schedule of Investments
 
7
 
 

 


PRINCIPAL AMOUNT
 
(000's omitted)
 
VALUE
 
(000's omitted)
   
Food & Drug Retailers (1.7%)
$
245
 
Ingles Markets, Inc., Senior Unsecured Notes, 8.88%, due 5/15/17
 
$
259
 
 
955
 
Rite Aid Corp., Senior Secured Notes, 9.75%, due 6/12/16
   
1,052
 
 
575
 
Rite Aid Corp., Senior Secured Notes, 10.38%, due 7/15/16
   
620
 
     
1,931
 
Forestry/Paper (1.8%)
 
1,240
 
Georgia-Pacific LLC, Guaranteed Notes, 7.00%, due 1/15/15
   
1,290
ñ
 
610
 
PE Paper Escrow GmbH, Senior Secured Notes, 12.00%, due 8/1/14
   
695
ñ
     
1,985
 
Gaming (7.2%)
 
1,155
 
FireKeepers Development Authority, Senior Secured Notes, 13.88%, due 5/15/15
   
1,340
ñ
 
530
 
Harrah's Operating Co., Inc., Guaranteed Notes, 5.63%, due 6/1/15
   
378
 
 
1,980
 
Harrah's Operating Co., Inc., Guaranteed Notes, 10.75%, due 2/1/16
   
1,742
 
 
575
 
MGM Mirage, Inc., Senior Secured Notes, 11.13%, due 11/15/17
   
653
ñ
 
855
 
MGM Mirage, Inc., Senior Secured Notes, 9.00%, due 3/15/20
   
898
ñ
 
765
 
Peninsula Gaming LLC, Senior Secured Notes, 8.38%, due 8/15/15
   
782
ñ
 
375
 
Peninsula Gaming LLC, Senior Unsecured Notes, 10.75%, due 8/15/17
   
384
ñ
 
1,308
 
Pokagon Gaming Authority, Senior Notes, 10.38%, due 6/15/14
   
1,373
ñ
 
355
 
San Pasqual Casino Development Group, Inc., Notes, 8.00%, due 9/15/13
   
345
ñ
     
7,895
 
Gas Distribution (8.7%)
 
320
 
AmeriGas Partners L.P., Senior Unsecured Notes, 7.13%, due 5/20/16
   
327
ØØ
 
230
 
Crosstex Energy L.P., Guaranteed Notes, 8.88%, due 2/15/18
   
239
ñ
 
2,470
 
El Paso Energy Corp., Medium-Term Notes, 7.80%, due 8/1/31
   
2,465
 
 
341
 
Ferrellgas L.P., Senior Unsecured Notes, 6.75%, due 5/1/14
   
335
ØØ
 
65
 
Ferrellgas Partners L.P., Senior Unsecured Notes, 6.75%, due 5/1/14
   
64
 
 
1,420
 
Ferrellgas Partners L.P., Senior Unsecured Notes, 9.13%, due 10/1/17
   
1,505
ñ
 
200
 
Ferrellgas Partners L.P., Senior Unsecured Notes, 8.63%, due 6/15/20
   
204
 
 
70
 
Inergy L.P., Guaranteed Notes, 8.25%, due 3/1/16
   
73
 
 
535
 
MarkWest Energy Partners L.P., Guaranteed Notes, Ser. B, 6.88%, due 11/1/14
   
524
 
 
1,445
 
MarkWest Energy Partners L.P., Guaranteed Notes, Ser. B, 8.75%, due 4/15/18
   
1,497
 
 
2,605
 
Sabine Pass LNG L.P., Senior Secured Notes, 7.50%, due 11/30/16
   
2,390
ØØ
     
9,623
 
Health Care (3.8%)
 
245
 
Columbia Healthcare Corp., Senior Unsecured Notes, 7.50%, due 12/15/23
   
238
 
 
280
 
Columbia/HCA Corp., Senior Unsecured Notes, 7.69%, due 6/15/25
   
268
 
 
370
 
Columbia/HCA Corp., Senior Unsecured Notes, 7.05%, due 12/1/27
   
331
 
 
1,665
 
HCA, Inc., Secured Notes, 9.25%, due 11/15/16
   
1,800
 
 
1,380
 
HCA, Inc., Senior Secured Notes, 8.50%, due 4/15/19
   
1,516
ñ
     
4,153
 
Health Facilities (2.4%)
 
680
 
Health Management Associates, Inc., Senior Secured Notes, 6.13%, due 4/15/16
   
657
 
 
185
 
LVB Acquisition, Inc., Guaranteed Notes, 11.63%, due 10/15/17
   
207
 
 
500
 
National MENTOR Holdings, Inc., Guaranteed Notes, 11.25%, due 7/1/14
   
500
 
 
865
 
NMH Holdings, Inc., Senior Unsecured Floating Rate Notes, 7.38%, due 6/15/10
   
651
ñµ
 
600
 
US Oncology, Inc., Senior Secured Notes, 9.13%, due 8/15/17
   
627
 
     
2,642
 
Health Services (0.8%)
 
960
 
Service Corp. Int'l, Senior Unsecured Notes, 7.50%, due 4/1/27
   
905
 
 
See Notes to Schedule of Investments
 
 
8
 
 

 


PRINCIPAL AMOUNT
 
(000's omitted)
VALUE
 
(000's omitted)
 
Hotels (1.8%)
$
495
 
Host Hotels & Resorts L.P., Guaranteed Notes, 6.88%, due 11/1/14
$
503
 
 
200
 
Host Hotels & Resorts L.P., Guaranteed Notes, Ser. O, 6.38%, due 3/15/15
 
201
 
 
1,225
 
Host Hotels & Resorts L.P., Guaranteed Notes, Ser. Q, 6.75%, due 6/1/16
 
1,250
 
   
1,954
 
Investments & Misc. Financial Services (1.4%)
 
1,590
 
Icahn Enterprises L.P., Guaranteed Notes, 7.75%, due 1/15/16
 
1,546
ñ
 
Machinery (0.3%)
 
350
 
The Manitowoc Co., Inc., Guaranteed Notes, 9.50%, due 2/15/18
 
367
 
 
Media—Broadcast (6.9%)
 
315
 
Allbritton Communications Co., Senior Subordinated Notes, 7.75%, due 12/15/12
 
320
 
 
575
 
Clear Channel Communications, Inc., Senior Unsecured Notes, 5.75%, due 1/15/13
 
477
 
 
930
 
Clear Channel Communications, Inc., Senior Unsecured Notes, 5.50%, due 9/15/14
 
609
 
 
850
 
Clear Channel Communications, Inc., Guaranteed Notes, 10.75%, due 8/1/16
 
713
 
 
965
 
LIN Television Corp., Guaranteed Notes, Ser. B, 6.50%, due 5/15/13
 
948
 
 
460
 
Sinclair Television Group, Inc., Senior Secured Notes, 9.25%, due 11/1/17
 
489
ñ
 
1,765
 
Sirius XM Radio, Inc., Guaranteed Notes, 8.75%, due 4/1/15
 
1,800
ñÈ
 
1,203
 
Umbrella Acquisition, Inc., Guaranteed Notes, 9.75%, due 3/15/15
 
1,092
ñ
 
355
 
Univision Communications, Inc., Senior Secured Notes, 12.00%, due 7/1/14
 
392
ñ
 
370
 
XM Satellite Radio, Inc., Senior Secured Notes, 11.25%, due 6/15/13
 
406
ñ
 
270
 
XM Satellite Radio, Inc., Guaranteed Notes, 13.00%, due 8/1/13
 
307
ñ
   
7,553
 
Media—Cable (7.8%)
 
580
 
CCO Holdings LLC, Guaranteed Notes, 8.13%, due 4/30/20
 
593
ñ
 
590
 
Cequel Communications Holdings I LLC, Senior Unsecured Notes, 8.63%, due 11/15/17
 
601
ñ
 
1,075
 
Cequel Communications Holdings I LLC, Senior Unsecured Notes, 8.63%, due 11/15/17
 
1,094
ñ
 
420
 
CSC Holdings, Inc., Senior Unsecured Notes, 8.50%, due 6/15/15
 
447
ñ
 
1,525
 
DISH DBS Corp., Guaranteed Notes, 7.88%, due 9/1/19
 
1,601
 
 
230
 
EchoStar DBS Corp., Guaranteed Notes, 6.63%, due 10/1/14
 
232
 
 
425
 
Mediacom Broadband LLC, Senior Unsecured Notes, 8.50%, due 10/15/15
 
437
 
 
820
 
UPC Holding BV, Secured Notes, 9.88%, due 4/15/18
 
865
ñ
 
1,105
 
Videotron Ltee, Guaranteed Senior Unsecured Notes, 6.88%, due 1/15/14
 
1,119
 
 
305
 
Videotron Ltee, Guaranteed Notes, 9.13%, due 4/15/18
 
339
 
 
255
 
Virgin Media Finance PLC, Guaranteed Notes, 9.13%, due 8/15/16
 
272
 
 
860
 
Virgin Media Finance PLC, Guaranteed Notes, Ser. 1, 9.50%, due 8/15/16
 
944
 
   
8,544
 
Media—Services (3.5%)
 
275
 
Nielsen Finance LLC, Guaranteed Notes, 11.50%, due 5/1/16
 
312
 
 
1,145
 
Nielsen Finance LLC, Guaranteed Notes, Step Up, 0.00%/12.50%, due 8/1/16
 
1,111
^^
 
835
 
The Interpublic Group of Cos., Inc., Senior Unsecured Notes, 10.00%, due 7/15/17
 
955
 
 
190
 
WMG Acquisition Corp., Guaranteed Notes, 7.38%, due 4/15/14
 
183
 
 
1,195
 
WMG Acquisition Corp., Senior Secured Notes, 9.50%, due 6/15/16
 
1,291
ñ
   
3,852
 
Metals/Mining Excluding Steel (1.5%)
 
830
 
Arch Coal, Inc., Guaranteed Notes, 8.75%, due 8/1/16
 
884
ñ
 
800
 
Arch Western Finance Corp., Guaranteed Notes, 6.75%, due 7/1/13
 
806
 
   
1,690
 
Multi-Line Insurance (0.8%)
 
1,035
 
American Int'l Group, Inc., Junior Subordinated Debentures, 8.18%, due 5/15/38
 
897
µ
 
See Notes to Schedule of Investments
 
 
9
 
 

 


PRINCIPAL AMOUNT
 
(000's omitted)
 
VALUE
 
(000's omitted)
   
Packaging (2.0%)
$
840
 
Ball Corp., Guaranteed Notes, 7.13%, due 9/1/16
 
$
893
 
 
230
 
Ball Corp., Guaranteed Notes, 6.63%, due 3/15/18
   
234
 
 
780
 
Crown Americas LLC, Guaranteed Notes, 7.75%, due 11/15/15
   
809
 
 
220
 
Crown Americas LLC, Guaranteed Notes, 7.63%, due 5/15/17
   
229
ñ
     
2,165
 
Printing & Publishing (1.9%)
 
870
 
Cengage Learning Acquisitions, Inc., Senior Notes, 10.50%, due 1/15/15
   
853
ñ
 
215
 
Gannett Co., Inc., Guaranteed Notes, 8.75%, due 11/15/14
   
236
ñ
 
890
 
Gannett Co., Inc., Guaranteed Notes, 9.38%, due 11/15/17
   
975
ñ
     
2,064
 
Real Estate Dev. & Mgt. (0.4%)
 
490
 
Realogy Corp., Guaranteed Notes, 10.50%, due 4/15/14
   
457
È
 
REITs (2.1%)
 
1,505
 
Ventas Realty L.P., Guaranteed Notes, 6.50%, due 6/1/16
   
1,554
 
 
425
 
Ventas Realty L.P., Guaranteed Notes, Ser. 1, 6.50%, due 6/1/16
   
439
 
 
275
 
Ventas Realty L.P., Guaranteed Notes, 6.75%, due 4/1/17
   
283
 
     
2,276
 
Restaurants (0.2%)
 
265
 
OSI Restaurant Partners, Inc., Guaranteed Notes, 10.00%, due 6/15/15
   
273
È
 
Software/Services (5.9%)
 
620
 
Ceridian Corp., Senior Unsecured Notes, 11.25%, due 11/15/15
   
639
 
 
1,308
 
Ceridian Corp., Guaranteed Notes, 12.25%, due 11/15/15
   
1,347
 
 
240
 
First Data Corp., Guaranteed Notes, 9.88%, due 9/24/15
   
220
 
 
1,524
 
First Data Corp., Guaranteed Notes, 10.55%, due 9/24/15
   
1,349
 
 
570
 
Lender Processing Services, Inc., Guaranteed Notes, 8.13%, due 7/1/16
   
608
 
 
400
 
SunGard Data Systems, Inc., Guaranteed Notes, 10.63%, due 5/15/15
   
441
 
 
1,775
 
SunGard Data Systems, Inc., Guaranteed Notes, 10.25%, due 8/15/15
   
1,870
 
     
6,474
 
Specialty Retail (1.1%)
 
1,040
 
Toys "R" Us Property Co. I LLC, Guaranteed Notes, 10.75%, due 7/15/17
   
1,180
ñØØ
 
Steel Producers/Products (2.6%)
 
255
 
AK Steel Corp., Guaranteed Notes, 7.63%, due 5/15/20
   
263
Ø
 
1,565
 
Tube City IMS Corp., Guaranteed Notes, 9.75%, due 2/1/15
   
1,580
 
 
1,130
 
United States Steel Corp., Senior Unsecured Notes, 6.65%, due 6/1/37
   
1,017
 
     
2,860
 
Support—Services (5.6%)
 
980
 
Cardtronics, Inc., Guaranteed Notes, 9.25%, due 8/15/13
   
1,016
 
 
485
 
Knowledge Learning Corp., Inc., Guaranteed Notes, 7.75%, due 2/1/15
   
463
ñ
 
485
 
Live Nation Entertainment, Inc., Senior Unsecured Notes, 8.13%, due 5/15/18
   
498
ñØ
 
945
 
RSC Equipment Rental, Inc., Guaranteed Notes, 9.50%, due 12/1/14
   
971
 
 
395
 
RSC Equipment Rental, Inc., Senior Notes, 10.25%, due 11/15/19
   
412
ñÈ
 
1,440
 
United Rentals N.A., Inc., Guaranteed Notes, 7.75%, due 11/15/13
   
1,451
È
 
515
 
United Rentals N.A., Inc., Guaranteed Notes, 7.00%, due 2/15/14
   
503
 
 
735
 
United Rentals N.A., Inc., Guaranteed Notes, 10.88%, due 6/15/16
   
827
 
     
6,141
 
 
See Notes to Schedule of Investments
 
 
10
 
 

 


PRINCIPAL AMOUNT
 
(000's omitted)
 
VALUE
 
(000's omitted)
 
Telecom—Integrated/Services (13.0%)
$
2,330
 
Citizens Communications Corp., Senior Unsecured Notes, 9.00%, due 8/15/31
 
$
2,353
 
 
305
 
Dycom Investments, Inc., Guaranteed Notes, 8.13%, due 10/15/15
   
294
 
 
915
 
GCI, Inc., Senior Unsecured Notes, 8.63%, due 11/15/19
   
931
ñ
 
1,185
 
Integra Telecom Holdings, Inc., Senior Secured Notes, 10.75%, due 4/15/16
   
1,209
ñ
 
2,237
 
Intelsat Bermuda Ltd., Guaranteed Notes, 11.50%, due 2/4/17
   
2,360
 
 
325
 
Intelsat Jackson Holdings Ltd., Guaranteed Notes, 8.50%, due 11/1/19
   
342
ñ
 
215
 
Intelsat Ltd., Senior Unsecured Notes, 6.50%, due 11/1/13
   
212
 
 
235
 
Intelsat Subsidiary Holdings Co. Ltd., Guaranteed Notes, Ser. B, 8.88%, due 1/15/15
   
243
ñ
 
290
 
Intelsat Subsidiary Holdings Co. Ltd., Guaranteed Notes, 8.88%, due 1/15/15
   
302
 
 
480
 
Level 3 Financing, Inc., Guaranteed Notes, 8.75%, due 2/15/17
   
452
 
 
1,080
 
Level 3 Financing, Inc., Guaranteed Notes, 10.00%, due 2/1/18
   
1,064
ñ
 
270
 
New Communications Holdings, Inc., Senior Notes, 7.88%, due 4/15/15
   
279
ñ
 
625
 
New Communications Holdings, Inc., Senior Notes, 8.25%, due 4/15/17
   
644
ñ
 
225
 
PAETEC Holding Corp., Senior Secured Notes, 8.88%, due 6/30/17
   
232
ñ
 
535
 
PAETEC Holding Corp., Guaranteed Notes, 8.88%, due 6/30/17
   
550
 
 
715
 
Qwest Corp., Senior Unsecured Notes, 8.38%, due 5/1/16
   
815
 
 
120
 
Valor Telecommunications Enterprises Finance Corp., Guaranteed Notes, 7.75%, due 2/15/15
   
123
 
 
580
 
Windstream Corp., Guaranteed Notes, 8.13%, due 8/1/13
   
606
 
 
1,110
 
Windstream Corp., Guaranteed Notes, 8.63%, due 8/1/16
   
1,136
 
 
135
 
Windstream Corp., Guaranteed Notes, 7.00%, due 3/15/19
   
127
 
     
14,274
 
Telecom—Wireless (5.4%)
 
1,185
 
Clearwire Communications LLC, Senior Secured Notes, 12.00%, due 12/1/15
   
1,229
ñ
 
745
 
Cricket Communications, Inc., Senior Secured Notes, 7.75%, due 5/15/16
   
773
 
 
1,525
 
MetroPCS Wireless, Inc., Guaranteed Notes, 9.25%, due 11/1/14
   
1,582
È
 
2,710
 
Sprint Capital Corp., Guaranteed Notes, 6.88%, due 11/15/28
   
2,358
 
     
5,942
 
  Total Corporate Debt Securities (Cost $148,264)    
158,027
 
     
NUMBER OF SHARES
   
 
Preferred Stocks (0.0%)
 
Lodging (0.0%)
 
109,000
 
W2007 Grace Acquisition I, Ser. B (Cost $2,357)
   
15
*
 
Short-Term Investments (9.7%)
 
6,164,473
 
Neuberger Berman Securities Lending Quality Fund, LLC
   
6,288
 
4,406,726
 
State Street Institutional Liquid Reserves Fund Institutional Class
   
4,407
 
               
  Total Short-Term Investments (Cost $10,695)    
10,695
 
           
  Total Investments (153.8%) (Cost $161,894)    
169,360
##
  Liabilities, less cash, receivables and other assets [(40.3%)]    
(44,338
)
  Liquidation Value of Perpetual Preferred Shares [(13.5%)]    
(14,875
)
           
  Total Net Assets Applicable to Common Shareholders (100.0%)  
$
110,147
 
 
See Notes to Schedule of Investments
 
 
11
 
 

 
Notes to Schedule of Investments (Unaudited)
 
The value of investments in debt securities by Neuberger Berman Income Opportunity Fund Inc. (the "Fund") is determined daily by Neuberger Berman Management LLC ("Management") primarily by obtaining valuations from independent pricing services based on readily available bid quotations, or if quotations are not available, by methods which include considerations such as: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions. The value of investments in equity securities by the Fund is determined by Management primarily by obtaining valuations from an independent pricing service based on the latest sale price when that price is readily available. Securities traded primarily on the NASDAQ Stock Market are normally valued by the Fund at the NASDAQ Official Closing Price ("NOCP") provided by NASDAQ each business day. The NOCP is the most recently reported price as of 4:00:02 p.m., Eastern time, unless that price is outside the range of the "inside" bid and asked prices (i.e., the bid and asked prices that dealers quote to each other when trading for their own accounts); in that case, NASDAQ will adjust the price to equal the inside bid or asked price, whichever is closer. Because of delays in reporting trades, the NOCP may not be based on the price of the last trade to occur before the market closes. If there is no reported sale of a security on a particular day, the independent pricing service may value the security based on reported market quotations. For both debt and equity securities, Management has developed a process to periodically review information provided by independent pricing services. For both debt and equity securities, if a valuation is not available from an independent pricing service or if Management has reason to believe that the valuation does not represent the amount a fund might reasonably expect to receive on a current sale, the Fund seeks to obtain quotations from principal market makers. If such quotations are not readily available, the security is valued using methods the Board of Directors of the Fund (the "Board") has approved on the belief that they reflect fair value. Numerous factors may be considered when determining the fair value of a security, including available analyst, media or other reports, trading in futures or ADRs and whether the issuer of the security being fair valued has other securities outstanding. Foreign security prices are furnished by independent quotation services and expressed in local currency values. Foreign security prices are currently translated from the local currency into U.S. dollars using the exchange rate as of 4:00 p.m., Eastern time. The Board has approved the use of Interactive Data Pricing and Reference Data, Inc. ("Interactive") to assist in determining the fair value of foreign equity securities when changes in the value of a certain index suggest that the closing prices on the foreign exchanges may no longer represent the amount that the Fund could expect to receive for those securities. In this event, Interactive will provide adjusted prices for certain foreign equity securities using a statistical analysis of historical correlations of multiple factors. In the absence of precise information about the market values of these foreign securities as of the close of the New York Stock Exchange, the Board has determined on the basis of available data that prices adjusted in this way are likely to be closer to the prices the Fund could realize on a current sale than are the prices of those securities established at the close of the foreign markets in which the securities primarily trade. Fair value prices are necessarily estimates, and there is no assurance that such a price will be at or close to the price at which the security is next quoted or next trades. Short-term debt securities with less than 60 days until maturity may be valued at cost, which, when combined with interest earned, is expected to approximate market value.
   
 
In accordance with Accounting Standards Codification ("ASC") 820 "Fair Value Measurements and Disclosures" ("ASC 820"), all investments held by the Fund are carried at "fair value" as defined by ASC 820. Fair value is defined as the price that a fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment under current market conditions. Various inputs, including the volume and level of activity for the asset or liability in the market, are considered in determining the value of the Fund's investments, some of which are discussed above. Significant management judgement may be necessary to estimate fair value in accordance with ASC 820.
 
See Notes to Financial Statements
 
 
12
 
 

 

Notes to Schedule of Investments (Unaudited) (cont'd)
 
 
In addition to defining fair value, ASC 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.

 
Level 1 – quoted prices in active markets for identical investments
 
Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, amortized cost, etc.)
 
Level 3 – significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

 
The inputs or methodology used for valuing an investment are not necessarily an indication of the risk associated with investing in those securities.
   
 
The following is a summary, by category of Level, of inputs used to value the Fund's investments as of April 30, 2010:
 
Asset Valuation Inputs
 
(000's omitted)
Level 1
 
Level 2
Level 3 §
Total
Investments:
Bank Loan Obligations
Electric—Generation
$
 
$
623
 
$
$
623
Corporate Debt Securities
Airlines
 
   
1,934
   
2,062
 
3,996
Apparel/Textiles
 
   
394
   
 
394
Auto Loans
 
   
4,134
   
 
4,134
Automakers
 
   
1,793
   
 
1,793
Banking
 
   
12,936
   
 
12,936
Beverage
 
   
226
   
 
226
Building Materials
 
   
3,518
   
 
3,518
Chemicals
 
   
4,205
   
 
4,205
Consumer/Commercial/Lease Financing
 
   
4,094
   
 
4,094
Department Stores
 
   
829
   
 
829
Diversified Capital Goods
 
   
566
   
 
566
Electric—Generation
 
   
10,188
   
 
10,188
Electric—Integrated
 
   
424
   
 
424
Electronics
 
   
3,931
   
 
3,931
Energy—Exploration & Production
 
   
7,150
   
 
7,150
Food & Drug Retailers
 
   
1,931
   
 
1,931
Forestry/Paper
 
   
1,985
   
 
1,985
Gaming
 
   
7,895
   
 
7,895
Gas Distribution
 
   
9,623
   
 
9,623
Health Care
 
   
4,153
   
 
4,153
Health Facilities
 
   
2,642
   
 
2,642
Health Services
 
   
905
   
 
905
Hotels
 
   
1,954
       
1,954
 
 
See Notes to Financial Statements
13
 
 

 
 
Notes to Schedule of Investments (Unaudited) (cont'd)
 
(000's omitted)
 
Level 1
 
Level 2
 
Level 3 §
 
Total
Investments & Misc. Financial Services
 
$
   
$
1,546
   
$
   
$
1,546
 
Machinery
   
     
367
     
     
367
 
Media—Broadcast
   
     
7,553
     
     
7,553
 
Media—Cable
   
     
8,544
     
     
8,544
 
Media—Services
   
     
3,852
     
     
3,852
 
Metals/Mining Excluding Steel
   
     
1,690
     
     
1,690
 
Multi-Line Insurance
   
     
897
     
     
897
 
Packaging
   
     
2,165
     
     
2,165
 
Printing & Publishing
   
     
2,064
     
     
2,064
 
Real Estate Dev. & Mgt.
   
     
457
     
     
457
 
REITs
   
     
2,276
     
     
2,276
 
Restaurants
   
     
273
     
     
273
 
Software/Services
   
     
6,474
     
     
6,474
 
Specialty Retail
   
     
1,180
     
     
1,180
 
Steel Producers/Products
   
     
2,860
     
     
2,860
 
Support—Services
   
     
6,141
     
     
6,141
 
Telecom—Integrated/Services
   
     
14,274
     
     
14,274
 
Telecom—Wireless
   
     
5,942
     
     
5,942
 
Total Corporate Debt Securities
   
     
155,965
     
2,062
     
158,027
 
Preferred Stocks
Lodging
   
     
15
     
     
15
 
Short-Term Investments
   
     
10,695
     
     
10,695
 
Total Investments
         
$
167,298
   
$
2,062
   
$
169,360
 

§
The following is a reconciliation between the beginning and ending balances of investments in which significant unobservable inputs (Level 3) were used in determining value:

(000's omitted)
 
Beginning
balance, as
of 11/1/09
 
Accrued
discounts/
(premiums)
 
Realized
gain/loss
and change
in unrealized
appreciation/
(depreciation)
 
Net
purchases/
(sales)
 
Net
transfers in
and/or out
of Level 3
 
Balance, as
of 4/30/10
 
Net change in
unrealized
appreciation/
(depreciation)
from
investments
still held
as of 4/30/10
Investments in
Securities:
Corporate Debt
Securities
Airlines
 
$
1,572
   
$
15
   
$
92
   
$
116
   
$
267
   
$
2,062
   
$
(126
)
 
 
See Notes to Financial Statements
 
14
 
 

 

Notes to Schedule of Investments (Unaudited) (cont'd)
 
  ##  
At April 30, 2010, the cost of investments for U.S. federal income tax purposes was $162,188,000. Gross unrealized appreciation of investments was $10,107,000 and gross unrealized depreciation of investments was $2,935,000, resulting in net unrealized appreciation of $7,172,000 based on cost for U.S. federal income tax purposes.
       
  È  
All or a portion of this security is on loan (see Note A of Notes to Financial Statements).
       
   
Managed by an affiliate of Management and could be deemed an affiliate of the Fund (see Notes A & E of Notes to Financial Statements).
       
  Ñ  
Restricted security subject to restrictions on resale under federal securities laws. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended, and have been deemed by the investment manager to be liquid. At April 30, 2010, these securities amounted to approximately $50,058,000 or 45.4% of net assets applicable to common shareholders.
       
  ØØ  
All or a portion of this security is segregated in connection with obligations for when-issued securities.
       
  µ  
Floating rate securities are securities whose yields vary with a designated market index or market rate. These securities are shown at their current rates as of April 30, 2010.
       
 
^^
 
Denotes a step-up bond: a zero coupon bond that converts to a fixed rate of interest at a designated future date.
       
  *  
Security did not produce income for the last twelve months.
       
  Ø  
All or a portion of this security was purchased on a when-issued basis. At April 30, 2010 these securities amounted to $1,155,000 or 1.0% of net assets applicable to common shareholders.
 
 
See Notes to Financial Statements
 
15
 
 

 

 
Statement of Assets and Liabilities (Unaudited)
 
 
Neuberger Berman
 
(000's omitted except per share amounts)
 
   
INCOME
OPPORTUNITY
FUND
   
April 30, 2010
Assets
Investments in securities, at value *† (Notes A & E)—see Schedule of Investments:
Unaffiliated issuers
 
$
163,072
 
Affiliated issuers
   
6,288
 
     
169,360
 
Interest receivable
   
3,919
 
Receivable for securities sold
   
2,359
 
Receivable for collateral on securities loaned (Note A)
   
657
 
Receivable for securities lending income—net (Note A)
   
2
 
Prepaid expenses and other assets
   
420
 
Total Assets
   
176,717
 
         
Liabilities
Notes payable (Note A)
   
36,700
 
Payable for collateral on securities loaned (Note A)
   
6,213
 
Distributions payable—preferred shares
   
43
 
Distributions payable—common shares
   
78
 
Payable for securities purchased
   
8,244
 
Payable to investment manager—net (Notes A & B)
   
54
 
Payable to administrator (Note B)
   
33
 
Payable for merger fees (Note G)
   
130
 
Interest payable
   
54
 
Accrued expenses and other payables
   
146
 
Total Liabilities
   
51,695
 
         
Perpetual Preferred Shares Series A (595 shares issued and outstanding) at liquidation value (Note A)
   
14,875
 
Net Assets applicable to Common Shareholders at value
 
$
110,147
 
         
Net Assets applicable to Common Shareholders consist of:
Paid-in capital—common shares
 
$
223,574
 
Distributions in excess of net investment income
   
(322
)
Accumulated net realized gains (losses) on investments
   
(120,570
)
Net unrealized appreciation (depreciation) in value of investments
   
7,465
 
Net Assets applicable to Common Shareholders at value
 
$
110,147
 
Common Shares Outstanding ($.0001 par value, 999,994,000 shares authorized)
   
14,374
 
         
Net Asset Value Per Common Share Outstanding
 
$
7.66
 
         
†Securities on loan, at value
 
$
6,093
 
         
*Cost of Investments:
Unaffiliated issuers
 
$
155,606
 
Affiliated issuers
   
6,288
 
Total cost of investments
 
$
161,894
 
 
See Notes to Financial Statements
 
16
 
 

 
Statement of Operations (Unaudited)
 
 
Neuberger Berman
 
(000's omitted)
 
   
INCOME
OPPORTUNITY
FUND
   
For the Six
Months Ended
April 30, 2010
Investment Income:
 
Income (Note A):
Dividend income—unaffiliated issuers
 
$
595
 
Interest income—unaffiliated issuers
   
5,774
 
Income from securities loaned—net (Note E)
   
8
 
Foreign taxes withheld
   
(3
)
Total income
 
$
6,374
 
         
Expenses:
Investment management fees (Note B)
   
455
 
Administration fees (Note B)
   
190
 
Audit fees
   
40
 
Basic maintenance expense (Note B)
   
17
 
Custodian fees (Note B)
   
43
 
Insurance expense
   
2
 
Legal fees
   
69
 
Shareholder reports
   
48
 
Stock exchange listing fees
   
1
 
Stock transfer agent fees
   
12
 
Interest expense (Note A)
   
366
 
Directors' fees and expenses
   
25
 
Tender offer fees (Note F)
   
18
 
Merger fees (Note G)
   
130
 
Miscellaneous
   
11
 
Total expenses
   
1,427
 
Investment management fees waived (Notes A & B)
   
(144
)
Expenses reduced by custodian fee expense offset arrangement (Note B)
   
 
Total net expenses
   
1,283
 
Net investment income (loss)
 
$
5,091
 
         
Realized and Unrealized Gain (Loss) on Investments (Note A)
 
Net realized gain (loss) on:
Sales of investment securities of unaffiliated issuers
   
9,796
 
Sales of investment securities of affiliated issuers
   
32
 
         
Change in net unrealized appreciation (depreciation) in value of:
Unaffiliated investment securities
   
7,421
 
Affiliated investment securities
   
(32
)
Net gain (loss) on investments
   
17,217
 
Distributions to Preferred Shareholders
   
(237
)
Net increase (decrease) in net assets applicable to Common Shareholders resulting from operations
 
$
22,071
 
 
 
See Notes to Financial Statements
 
17
 
 

 

Statements of Changes in Net Assets
 
 
Neuberger Berman
 
(000's omitted)
 
   
INCOME OPPORTUNITY FUND
   
Six Months
Ended
April 30, 2010
(Unaudited)
 
Year Ended
October 31, 2009
Increase (Decrease) in Net Assets Applicable to Common Shareholders:
 
From Operations (Note A):
Net investment income (loss)
 
$
5,091
   
$
9,896
 
Net realized gain (loss) on investments
   
9,828
     
(27,932
)
Change in net unrealized appreciation (depreciation) of investments
   
7,389
     
59,609
 
 
Distributions to Preferred Shareholders From (Note A):
Net investment income
   
(237
)
   
(615
)
Net increase (decrease) in net assets applicable to common shareholders resulting
from operations
   
22,071
     
40,958
 
 
Distributions to Common Shareholders From (Note A):
Net investment income
   
(5,063
)
   
(9,855
)
Tax return of capital
   
     
(2,337
)
Total distributions to common shareholders
   
(5,063
)
   
(12,192
)
 
From Capital Share Transactions (Note D):
Proceeds from reinvestment of dividends and distributions
   
71
     
 
Payments for shares redeemed in connection with tender offer (Note F)
   
     
(18,856
)
Total net proceeds from capital share transactions
   
71
     
(18,856
)
                 
Net Increase (Decrease) in Net Assets Applicable to Common Shareholders
   
17,079
     
9,910
 
 
Net Assets Applicable to Common Shareholders:
Beginning of period
   
93,068
     
83,158
 
End of period
 
$
110,147
   
$
93,068
 
Distributions in excess of net investment income at end of period
 
$
(322
)
 
$
(113
)
 
 
See Notes to Financial Statements
 
18
 
 

 

Statement of Cash Flows (Unaudited)
 
 
Neuberger Berman
 
(000's omitted)
             
     INCOME OPPORTUNITY FUND INC.  
  For the Six Months Ended April 30, 2010
Increase (decrease) in cash:
 
Cash flows from operating activities:
Net increase in net assets applicable to Common Shareholders
resulting from operations
 
$
22,071
         
Adjustments to reconcile net increase in net assets applicable to
Common Shareholders resulting from operations to net
cash provided in operating activities:
Changes in assets and liabilities:
Purchase of investment securities
   
(145,056
)
       
Proceeds from disposition of investment securities
   
143,748
         
Sale of short-term investment securities, net
   
(1,657
)
       
Decrease in collateral for securities loaned
   
93
         
Increase in dividends and interest receivable
   
(1,383
)
       
Decrease in receivable for securities lending income
   
2
         
Increase in receivable for securities sold
   
(575
)
       
Decrease in prepaid expenses and other assets
   
91
         
Decrease in accumulated unpaid distributions on Preferred Shares
   
(1
)
       
Decrease in payable for collateral on securities loaned
   
(93
)
       
Decrease in payable for securities lending fees
   
(1
)
       
Increase in payable for investment securities purchased
   
5,607
         
Decrease in interest payable
   
(1
)
       
Net accretion of discount on investments
   
(926
)
       
Increase in accrued expenses and other payables
   
109
         
Unrealized appreciation on securities
   
(7,389
)
       
Net realized gain from investments
   
(9,828
)
       
                 
Net cash provided by operating activities
         
$
4,811
 
 
Cash flows from financing activities:
Cash distributions paid on Common Shares
   
(4,983)
         
                 
Net cash used in financing activities
           
(4,983
)
                 
Net decrease in cash
           
(172
)
 
Cash:
Beginning balance
           
172
 
Ending balance
         
$
0
 
 
Supplemental disclosure
Cash paid for interest
         
$
367
 
 
See Notes to Financial Statements
 
19
 
 

 
 
Notes to Financial Statements Income Opportunity
Fund Inc. (Unaudited)
 
Note A—Summary of Significant Accounting Policies:
 
1
General: The Fund was organized as a Maryland corporation on April 17, 2003 as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The Board may classify or re-classify any unissued shares of capital stock into one or more classes of preferred stock without the approval of common shareholders.
   
 
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires Management to make estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates.
   
2
Portfolio valuation: Investment securities are valued as indicated in the notes following the Schedule of Investments.
   
3
Foreign currency translation: The accounting records of the Fund are maintained in U.S. dollars. Foreign currency amounts are currently translated into U.S. dollars using the exchange rate as of 4:00 p.m., Eastern time, to determine the value of investments, other assets and liabilities. Purchase and sale prices of securities, and income and expenses, are translated into U.S. dollars at the prevailing rate of exchange on the respective dates of such transactions. Net unrealized foreign currency gain (loss), if any, arises from changes in the value of assets and liabilities, other than investments in securities, as a result of changes in exchange rates and is stated separately in the Statement of Operations.
   
4
Securities transactions and investment income: Securities transactions are recorded on trade date for financial reporting purposes. Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, including accretion of discount (adjusted for original issue discount, where applicable), and amortization of premium, where applicable, is recorded on the accrual basis. Realized gains and losses from securities transactions and foreign currency transactions, if any, are recorded on the basis of identified cost and stated separately in the Statement of Operations.
   
5
Income tax information: It is the policy of the Fund to continue to qualify as a regulated investment company by complying with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its earnings to its shareholders. Therefore, no federal income or excise tax provision is required.
   
 
The Fund has adopted the provisions of ASC 740 "Income Taxes" ("ASC 740"). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken, or expected to be taken, in a tax return. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for the prior three fiscal years 2006 - 2008. As of April 30, 2010, the Fund did not have any unrecognized tax benefits.
   
 
Income distributions and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences and differing characterization of distributions made by the Fund as a whole.
 
 
20
 
 

 
 
 
As determined on October 31, 2009, permanent differences resulting primarily from different book and tax accounting for amortization of bond premium, non-deductible organization expense, delayed compensation on bank loans and prior year real estate investment trust ("REITs") adjustment were reclassified at fiscal year-end. These reclassifications had no effect on net income, net asset value applicable to common shareholders or net asset value per common share of the Fund.
   
 
The tax character of distributions paid during the years ended October 31, 2009 and October 31, 2008 was as follows:

 
Distributions Paid From:
 
Ordinary Income
 
Long-Term
Capital Gain
 
Tax Return of
Capital
 
Total
 
2009
 
2008
 
2009
 
2008
 
2009
 
2008
 
2009
 
2008
                                             
  $ 10,469,609     $ 25,023,020     $   $ 16,785,567     $ 2,337,275     $ 5,021,169     $ 12,806,884     $ 46,829,756  

 
As of October 31, 2009, the components of distributable earnings (accumulated losses) on a U.S. federal income tax basis were as follows:

Undistributed
Ordinary
Income
 
Undistributed
Long-Term
Gain
 
Unrealized
Appreciation
(Depreciation)
 
Loss
Carryforwards
and Deferrals
 
Total
$
   
$
    $ (673,338 )   $ (129,648,681 )   $ (130,322,019 )

 
The difference between book basis and tax basis distributable earnings is attributable primarily to timing differences of distribution payments, capital loss carryforwards, wash sales, premium amortization, delayed compensation on bank loans and partnership basis adjustments.
 
 
To the extent the Fund's net realized capital gains, if any, can be offset by capital loss carryforwards, it is the policy of the Fund not to distribute such gains. As determined at October 31, 2009, the Fund had unused capital loss carryforwards available for federal income tax purposes to offset net realized capital gains, if any, as follows:

 
Expiring In:
 
2016
 
2017
           
  $ 100,730,426     $ 28,918,255  
 
6
Distributions to shareholders: The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to declare and pay monthly distributions to common shareholders. The Fund has adopted a policy to pay common shareholders a stable monthly distribution. The Fund's ability to satisfy its policy will depend on a number of factors, including the stability of income received from its investments, the availability of capital gains, distributions paid on preferred shares, interest paid on notes and the level of Fund expenses. In an effort to maintain a stable distribution amount, the Fund may pay distributions consisting of net investment income, realized gains and paid-in capital. There is no assurance that the Fund will always be able to pay distributions of a particular size, or that distributions will consist solely of net investment income and realized capital gains. The composition of the Fund's distributions for the calendar year 2010 will be reported to Fund shareholders on IRS Form 1099DIV. The Fund may pay distributions in excess of those required by its stable distribution policy to avoid excise tax or to satisfy the requirements of Subchapter M of the Internal Revenue Code. Distributions to common shareholders are recorded on the ex-date. Net realized capital gains, if any, will be offset to the extent of any available capital loss carryforwards. Any such offset will not reduce the level of the stable distribution paid by the Fund. Distributions to preferred shareholders are accrued and determined as described in Note A-8.
 
21
 
 

 

 
During part of the reporting period, the Fund invested a significant portion of its assets in securities issued by real estate companies, including REITs. The distributions the Fund receives from REITs are generally comprised of income, capital gains, and return of capital, but the REITs do not report this information to the Fund until the following calendar year. At October 31, 2009, the Fund estimated these amounts within the financial statements since the information is not available from the REITs until after the Fund's fiscal year-end. At April 30, 2010, the Fund estimated these amounts for the period January 1, 2010 to April 30, 2010 within the financial statements since the 2010 information is not available from the REITs until after the Fund's fiscal period. For the year ended October 31, 2009, the character of distributions paid to shareholders disclosed within the Statements of Changes in Net Assets is based on estimates made at that time. All estimates are based upon REIT information sources available to the Fund together with actual IRS Forms 1099DIV received to date. Based on past experience it is possible that a portion of the Fund's distributions during the current fiscal year will be considered tax return of capital but the actual amount of tax return of capital, if any, is not determinable until after the Fund's fiscal year-end. After calendar year-end, when the Fund learns the nature of the distributions paid by REITs during that year, distributions previously identified as income are often recharacterized as return of capital and/or capital gain. After all applicable REITs have informed the Fund of the actual breakdown of distributions paid to the Fund during its fiscal year, estimates previously recorded are adjusted on the books of the Fund to reflect actual results. As a result, the composition of the Fund's distributions as reported herein may differ from the final composition determined after calendar year-end and reported to Fund shareholders on IRS Form 1099DIV.
   
 
On April 30, 2010, the Fund declared a monthly distribution to common shareholders in the amount of $0.0575 per share, payable on May 28, 2010 to shareholders of record on May 17, 2010, with an ex-date of May 13, 2010. Subsequent to April 30, 2010, the Fund declared a monthly distribution to common shareholders in the amount of $0.0575 per share, payable on June 30, 2010 to shareholders of record on June 15, 2010, with an ex-date of June 11, 2010.
   
  7
Expense allocation: Certain expenses are applicable to multiple funds. Expenses directly attributable to the Fund are charged to the Fund. Expenses borne by the complex of related investment companies, which includes open-end and closed-end investment companies for which Management serves as investment manager, that are not directly attributable to a particular investment company (e.g., the Fund) are allocated among the Fund and the other investment companies in the complex or series thereof on the basis of relative net assets, except where a more appropriate allocation of expenses to each of the investment companies in the complex or series thereof can otherwise be made fairly.
   
  8
Financial leverage: On June 5, 2003, the Fund re-classified 6,000 unissued shares of capital stock as Series A Auction Preferred Shares and Series B Auction Preferred Shares ("Preferred Shares"). On September 26, 2003, the Fund issued 2,510 Series A Preferred Shares and 2,510 Series B Preferred Shares. All Preferred Shares had a liquidation preference of $25,000 per share plus any accumulated unpaid distributions, whether or not earned or declared by the Fund, but excluding interest thereon ("Liquidation Value").
   
 
In September 2008, the Fund entered into a Master Securities Purchase Agreement and a Master Note Purchase Agreement pursuant to which it could issue privately placed notes ("PNs") and privately placed perpetual preferred shares ("PPS" and, together with PNs, "Private Securities") and use the proceeds to redeem outstanding Preferred Shares. On October 27, 2008, the Fund redeemed all of its outstanding Series A Preferred Shares, having an aggregate liquidation preference of $62,750,000. On October 29, 2008, the Fund redeemed half of its outstanding Series B Preferred Shares, having an aggregate liquidation preference of $31,375,000, and issued PNs with an aggregate principal amount of $19,000,000. On November 12, 2008, the Fund redeemed the remaining outstanding Series B Preferred Shares, having an aggregate liquidation value of $31,375,000, and issued additional PNs with an aggregate principal value of $23,400,000 and issued 595 PPS with an aggregate liquidation preference of $14,875,000. All Preferred Shares redemptions were effected at the liquidation price of $25,000 per share plus any accumulated and unpaid dividends.
 
 
22
 
 

 

 
 
The PNs mature in October 2013 and interest thereon is accrued daily and paid quarterly. The PPS have a liquidation preference of $25,000 per share plus any accumulated unpaid distributions, whether or not earned or declared by the Fund, but excluding interest thereon ("PPS Liquidation Value"). Distributions are accrued daily and paid quarterly for PPS. For the six months ended April 30, 2010, the distribution rates on the PPS ranged from 3.15% to 3.19% and the interest rates on the PNs ranged from 1.65% to 1.69%. The Fund has paid upfront offering and organizational expenses which are being amortized over the life of the PNs. These expenses are included in the interest expense that is reflected in the Statement of Operations.
   
 
The Fund may redeem PPS or prepay the PNs, in whole or in part, at its option after giving a minimum amount of notice to the relevant holders of the Private Securities, but will incur additional expenses if it chooses to so redeem or prepay. The Fund is also subject to certain restrictions relating to the Private Securities. Failure to comply with these restrictions could preclude the Fund from declaring any distributions to common shareholders or repurchasing common shares and/or could trigger the mandatory redemption of PPS at PPS Liquidation Value and/or mandatory prepayment of PNs at par plus accrued but unpaid interest. The holders of PPS are entitled to one vote per share and will vote with holders of common shares as a single class, except that the holders of PPS will vote separately as a class on certain matters, as required by law or the Fund's charter. The holders of the PPS, voting as a separate class, are entitled at all times to elect two Directors of the Fund, and to elect a majority of the Directors of the Fund if the Fund fails to pay distributions on PPS for two consecutive years.
   
 
During the year ended October 31, 2009, the Fund prepaid $5,700,000 of the aggregate principal amount of the PNs outstanding and incurred certain additional expenses in connection therewith. For the year ended October 31, 2009, the expenses amounted to $228,000.
   
  9
Security lending: A third party, eSecLending, currently serves as exclusive lending agent for the Fund. eSecLending, as agent, has assisted the Fund in conducting a bidding process to try to identify a principal that would pay a guaranteed amount to the Fund in consideration of the Fund entering into an exclusive securities lending arrangement. During the fiscal period, no principal had, and none currently has, an exclusive securities lending arrangement with the Fund; as such, the Fund is not guaranteed any particular level of income.
   
 
Under the securities lending arrangement, the Fund receives cash collateral at the beginning of each transaction equal to at least 102% of the prior day's market value of the loaned securities (105% in the case of international securities). The Fund may invest all the cash collateral in Neuberger Berman Securities Lending Quality Fund, LLC ("Quality Fund"), a fund managed by Neuberger Berman Fixed Income LLC ("NBFI"), an affiliate of Management, and sub-advised by Dwight Asset Management Company LLC. Quality Fund is not a money market fund that is registered under the 1940 Act and does not operate in accordance with all requirements of Rule 2a-7 under the 1940 Act. There is no assurance that Quality Fund will maintain a $1.00 share price.
   
 
The market value of the Fund's investments in Quality Fund as of the fiscal period ended April 30, 2010, if any, is reflected in the Fund's Schedule of Investments. The price at which the Fund redeems Quality Fund shares may be less than the price at which the Fund purchased those shares and so the Fund may not receive back from Quality Fund an amount that equals the amount of the collateral it received from the borrower. In such cases, the Fund would have to make up the shortfall. In addition, as a result of recent reduced liquidity in the credit and fixed income markets, it may be difficult to dispose quickly of some securities in Quality Fund at the price at which Quality Fund is carrying them.
   
 
Net income from the lending program represents any amounts received from a principal plus income earned on the cash collateral invested in Quality Fund or in other investments, if applicable, less cash collateral fees and other expenses associated with the loans. For the fiscal period ended April 30, 2010, the Fund received net income under the securities lending arrangement of approximately $7,984, which is reflected in the Statement of Operations under the caption "Income from securities loaned — net," which includes approximately $4,309 of interest income which was earned from the Quality Fund.
 
 
23
 
 

 

 
 
The "Receivable for collateral on securities loaned" includes $657,350 as a result of a claim for cash which was due to the Fund from stock loan transactions, but was frozen in an account after Lehman Brothers Holdings Inc. ("LBHI") filed for bankruptcy in September 2008. In the event the Fund experiences a significant delay in collecting this receivable, Management has agreed to advance the amount owed to the Fund.
   
  10
Repurchase agreements: The Fund may enter into repurchase agreements with institutions that Management has determined are creditworthy. Each repurchase agreement is recorded at cost. The Fund requires that the securities purchased in a repurchase agreement be transferred to the custodian in a manner sufficient to enable the Fund to assert a perfected security interest in those securities in the event of a default under the repurchase agreement. The Fund monitors, on a daily basis, the value of the securities transferred to ensure that their value, including accrued interest, is greater than amounts owed to the Fund under each such repurchase agreement.
   
  11
Concentration of risk: During part of the reporting period, the Fund's equity investments were concentrated in income-producing common equity securities, preferred securities, convertible securities and non-convertible debt securities issued by companies deriving the majority of their revenue from the ownership, construction, financing, management and/or sale of commercial, industrial, and/or residential real estate. During that time, the value of the Fund's shares may have fluctuated more due to economic, legal, cultural, geopolitical or technological developments affecting the United States real estate industry, or a segment of the United States real estate industry in which the Fund owned a substantial position, than would the shares of a fund not concentrated in the real estate industry.
   
 
The Fund's debt investments will be concentrated in high-yield corporate debt securities rated, at the time of investment, Ba or lower by Moody's Investors Service, Inc. or BB or lower by Standard & Poor's, or if unrated by either of those entities, determined by Management to be of comparable quality. Due to the inherent volatility and illiquidity of the high yield securities in which the Fund invests and the real or perceived difficulty of issuers of those high yield securities to meet their payment obligations during economic downturns or because of negative business developments relating to the issuer or its industry in general, the value of the Fund's shares may fluctuate more than would be the case if the Fund did not concentrate in high yield securities.
   
  12
Derivative instruments: Management has evaluated the requirements of ASC 815 "Disclosures about Derivative Instruments and Hedging Activities"("ASC 815"), which are effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. ASC 815 requires enhanced disclosures about a fund's derivative and hedging activities. Management has concluded that, since the Fund did not hold any derivative instruments during the six months ended April 30, 2010, no additional disclosures pursuant to ASC 815 are required at this time.
   
  13
Investments in foreign securities: Investing in foreign securities may involve certain sovereign and other risks, in addition to the credit and market risks normally associated with domestic securities. These additional risks include the possibility of adverse political and economic developments (including political instability, nationalization, expropriation, or confiscatory taxation) and the potentially adverse effects of unavailability of public information regarding issuers, less governmental supervision and regulation of financial markets, reduced liquidity of certain financial markets, and the lack of uniform accounting, auditing, and financial reporting standards or the application of standards that are different or less stringent than those applied in the United States. Foreign securities also may experience greater price volatility, higher rates of inflation, and delays in settlement.
   
  14
Indemnifications: Like many other companies, the Fund's organizational documents provide that its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, both in some of its principal service contracts and in the normal course of its business, the Fund enters into contracts that provide indemnifications to other parties for certain types of losses or liabilities. The Fund's maximum exposure under these arrangements is unknown as this could involve future claims against the Fund.
 
 
24
 
 

 
Note B—Management Fees, Administration Fees, and Other Transactions with Affiliates:
 
The Fund retains Management as its investment manager under a Management Agreement. For such investment management services, the Fund pays Management a fee at the annual rate of 0.60% of its average daily Managed Assets. Managed Assets equal the total assets of the Fund, less liabilities other than the aggregate indebtedness entered into for purposes of leverage. For purposes of calculating Managed Assets, the Liquidation Value of any PPS or other Preferred Shares outstanding and principal balance of PNs issued is not considered a liability.
 
Management has contractually agreed to waive a portion of the management fees it is entitled to receive from the Fund at the following annual rates:
 
Year Ended
October 31,
 
% of Average
Daily Managed Assets
 
               
 
2010
     
0.13
   
               
 
2011
     
0.07
   
 
 
Management has not contractually agreed to waive any portion of its fees beyond October 31, 2011.
 
In connection with the May 2009 tender offer and the Tender Offer Program more fully described in Note F, Management has agreed to voluntarily extend for one year the contractual fee waivers currently in place, so that the fee waiver as a percentage of average daily Managed Assets would be:
 
Year Ended
October 31,
 
% of Average
Daily Managed Assets
 
               
 
2010
     
0.19
   
               
 
2011
     
0.13
   
               
 
2012
     
0.07
   
 
For the six months ended April 30, 2010, such waived fees amounted to $144,141.
 
The Fund retains Management as its administrator under an Administration Agreement. The Fund pays Management an administration fee at the annual rate of 0.25% of its average daily Managed Assets under this agreement. Additionally, Management retains State Street Bank and Trust Company ("State Street") as its sub-administrator under a Sub-Administration Agreement. Management pays State Street a fee for all services received under the agreement.
 
Neuberger Berman LLC ("Neuberger") and NBFI are retained by Management to furnish it with investment recommendations and research information without added cost to the Fund. Several individuals who are officers and/or Directors of the Fund are also employees of NBFI, Neuberger and/or Management.
 
On May 4, 2009, NBSH Acquisition, LLC ("NBSH"), an entity organized by key members of Neuberger Berman's senior management, acquired a majority interest in Neuberger Berman's business and the fixed income and certain alternative asset management businesses of LBHI's Investment Management Division (together with Neuberger Berman, the "Acquired Businesses") (the "Acquisition"). Prior to that date, the predecessor of Management, Neuberger and NBFI were wholly owned subsidiaries of LBHI. On September 15, 2008, LBHI filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code, and on December 22, 2008, the bankruptcy court having jurisdiction over the LBHI matter approved the sale of the Acquired Businesses to NBSH (or its successor or assign), as the successful bidder in a public auction.
 
 
25
 
 

 
The Acquired Businesses are now indirectly owned by, among others, portfolio managers, Neuberger Berman's management team, and certain key members and senior professionals who are employed in various parts of the Neuberger Berman complex of companies, with a minority interest retained by LBHI and certain affiliates of LBHI. The closing of the Acquisition resulted in an "assignment" of the Fund's Management Agreement and Sub-Advisory Agreements. Such an assignment, by law, automatically terminated those agreements. Accordingly, prior to the closing the Board, including the Directors who are not "interested persons" of the Fund's investment manager and its affiliates or the Fund, considered and approved a new Management Agreement and Sub-Advisory Agreements for the Fund. The new agreements, which are virtually identical to those previously in effect, were also approved by a vote of the Fund's shareholders.
 
These events have not had a material impact on the Fund or its operations. Management, NBFI and Neuberger continue to operate in the ordinary course of business as the investment manager and sub-advisers of the Fund.
 
The Fund has an expense offset arrangement in connection with its custodian contract. For the six months ended April 30, 2010, the impact of this arrangement was a reduction of expenses of $147.
 
In connection with the settlement of each Preferred Share auction, the Fund paid, through the auction agent, a service fee to each participating broker-dealer based upon the aggregate liquidation preference of the Preferred Shares held by the broker-dealer's customers. For any auction preceding a rate period of less than one year, the service fee was paid at the annual rate of 1/4 of 1%; for any auction preceding a rate period of one year or more, the service fee was paid at a rate agreed to by the Fund and the broker-dealer.
 
In order to satisfy rating agency requirements and the terms of the Private Securities, the Fund is required to provide the rating agency a report on a monthly basis verifying that the Fund is maintaining eligible assets having a discounted value equal to or greater than a Basic Maintenance Amount, which is a minimum level set by the rating agency as one of the conditions to maintain the AAA rating on the Private Securities. "Discounted value" refers to the fact that the rating agency requires the Fund, in performing this calculation, to discount portfolio securities below their face value, at rates determined by the rating agency. The Fund pays a fee to State Street for the preparation of these reports, which is reflected in the Statement of Operations under the caption "Basic maintenance expense."
 
Note C—Securities Transactions:
 
During the six months ended April 30, 2010, there were purchase and sale transactions (excluding short-term securities) of $131,485,837 and $127,028,678, respectively.
 
During the six months ended April 30, 2010, no brokerage commissions on securities transactions were paid to affiliated brokers.
 
Note D—Capital:
 
At April 30, 2010, the common shares outstanding and the common shares of the Fund owned by Neuberger were as follows:
 
Common Shares
Outstanding
 
Common Shares
Owned by Neuberger
 
               
 
14,374,332
     
6,981
   
 
 
 
26
 
 

 
 
Transactions in common shares for the six months ended April 30, 2010 and for the year ended October 31, 2009 were as follows:
 
   
Shares Issued on
Reinvestment of Dividends
and Distributions
 
Redemption of
Common Shares
 
Net Increase (Decrease)
in Common Shares
Outstanding
 
 
 
2010
 
2009
 
2010
 
2009
 
2010
    2009    
                                                   
 
 
9,482
 
 
 
 
(3,369,533)
 
  9,482
 
(3,369,533)
 
 
Note E—Investments In Affiliates:
 
Name of Issuer
 
Balance of
Shares Held
October 31,
2009
 
Gross
Purchases
and Additions
 
Gross
Sales and
Reductions
 
Balance of
Shares Held
April 30, 2010
 
Value
April 30, 2010
 
Income from
Investments
in Affiliated
Issuers Included
in Total Income
Neuberger Berman Securities
Lending Quality Fund, LLC *
   
6,255,707
     
19,378,794
     
19,470,028
     
6,164,473
   
$
6,287,762
   
$
4,309
 
 
Total
 
 
*
Quality Fund, a fund managed by NBFI, an affiliate of Management, is used to invest cash the Fund receives as collateral for securities loans as approved by the Board. Because all shares of Quality Fund are held by funds in the related investment management complex, Quality Fund may be considered an affiliate of the Fund.
   
Note F—Tender Offer Program:
 
The Fund conducted a tender offer in May 2009 for up to 10% of its outstanding common shares at a price equal to 98% of its net asset value ("NAV") per share determined on the day the tender offer expired. Under the terms of the tender offer, on June 5, 2009, the Fund accepted 1,773,438 common shares, representing approximately 10% of its then outstanding common shares. Final payment was made at $4.89 per share, representing 98% of the NAV per share on May 29, 2009.
 
In 2009, the Fund's Board authorized a semi-annual tender offer program consisting of up to four tender offers over a two-year period ("Tender Offer Program"). Under the Tender Offer Program, if the Fund's common shares trade at an average daily discount to NAV per share of greater than 10% during a 12-week measurement period, the Fund would conduct a tender offer for between 5% and 20% of its outstanding common shares at a price equal to 98% of its NAV per share determined on the day the tender offer expires.
 
During the initial measurement period under the Tender Offer Program, the Fund traded at an average daily discount to NAV per share of greater than 10%. As a result, the Fund conducted a tender offer for up to 10% of its outstanding common shares that commenced September 18, 2009 and ended October 16, 2009. Under the terms of the tender offer, on October 23, 2009, the Fund accepted 1,596,095 common shares, representing approximately 10% of its then-outstanding common shares. Final payment was made at $6.38 per share, representing 98% of the NAV per share on October 16, 2009.
 
The Fund has not yet identified a second measurement period under its Tender Offer Program for 2010 due to the outstanding proposal to merge the Fund and Neuberger Berman High Yield Strategies Fund into Neuberger Berman High Yield Strategies Fund Inc. Shareholders will vote on that proposal at the annual meeting of the shareholders. If the merger proposal does not pass, the Fund will identify a measurement period under its Tender Offer Program.
 
 
27
 
 

 
In connection with the May 2009 tender offer and the adoption of the Tender Offer Program, Management agreed to voluntarily extend for one year the contractual fee waivers currently in place to offset some of the expenses associated with, or possible increases in the Fund's expense ratio resulting from, the tender offers (see Note B for additional disclosure). The Board retains the ability, consistent with its fiduciary duty, to opt out of the Tender Offer Program should circumstances arise that the Board believes could cause a material negative effect on the Fund or the Fund's shareholders.
 
Note G—Subsequent Events:
 
In accordance with the provision set forth in ASC 855 "Subsequent Events" ("ASC 855"), Management has evaluated the possibility of subsequent events existing in the Fund's financial statements through the date the financial statements were available to be issued. Except as discussed below, Management has determined that there are no subsequent events that, in accordance with ASC 855, would need to be disclosed in the Fund's financial statements.
 
In February 2010, the Board approved a proposal to reorganize the Fund, and Neuberger Berman High Yield Strategies Fund, into a newly formed Maryland corporation named Neuberger Berman High Yield Strategies Fund Inc. ("New Fund") pursuant to an Agreement and Plan of Reorganization ("Agreement") pending shareholder approval. Fund shareholders will consider this proposal at the Fund's 2010 annual meeting of shareholders. The Agreement provides for the Fund to transfer its assets to New Fund in exchange for shares of New Fund's common stock and preferred stock and New Fund's assumption of the Fund's liabilities and for the Fund to dissolve under applicable state law. If approved by shareholders, it is currently anticipated that the reorganization will occur during the third calendar quarter of 2010.
 
Note H—Recent Market Events:
 
During the six month period covered by this report, the U.S. and global economies and the financial markets experienced significant disruptions, the effects of which are continuing to work their way through the economy. Because these market events are widespread and unprecedented, it is difficult to predict their ultimate severity or duration or the way in which they will affect particular issuers or market sectors.
 
Note I—Change in Investment Strategy and Objective:
 
Effective February 2010, the Fund's Board approved a change in its investment strategy and objective. The Fund now invests primarily in high-yield debt securities of U.S. and foreign issuers. Under its new investment strategy, the Fund is no longer required to have at least 20% of its total assets in the securities of real estate companies. The Board also modified the Fund's investment objective so that it will seek high total return (income plus capital appreciation). Previously, the Fund's investment objectives were to seek high current income with capital appreciation as a secondary objective.
 
Note J—Unaudited Financial Information:
 
The financial information included in this interim report is taken from the records of the Fund without audit by an independent registered public accounting firm. Annual reports contain audited financial statements.
 
 
28
 
 

 

 
Financial Highlights
 
Income Opportunity Fund Inc.
 
The following table includes selected data for a share outstanding throughout each period and other performance information derived from the Financial Statements.
 
   
Six Months
Ended
April 30,
 
Year Ended October 31,
   
2010
 
2009
 
2008
 
2007
 
2006
 
2005
   
(Unaudited)
                   
Common Share Net Asset Value,
Beginning of Period
 
$
6.48
   
$
4.69
   
$
15.26
   
$
18.82
   
$
16.37
   
$
16.69
 
                                                 
Income From Investment Operations Applicable to Common Shareholders:
Net Investment Income (Loss) ¢
   
.35
     
.58
     
1.43
     
1.38
     
1.24
     
1.07
 
Net Gains or Losses on Securities
(both realized and unrealized)
   
1.20
     
1.93
     
(9.36
)
   
(2.29
)
   
2.86
     
.57
 
                                                 
Common Share Equivalent of Distributions to
Preferred Shareholders From:
Net Investment Income ¢
   
(.02
)
   
(.04
)
   
(.17
)
   
(.21
)
   
(.28
)
   
(.13
)
Net Capital Gains ¢
   
     
     
(.10
)
   
(.16
)
   
(.05
)
   
(.07
)
Tax Return of Capital ¢
   
     
     
     
     
     
(.01
)
Total Distributions to Preferred Shareholders
   
(.02
)
   
(.04
)
   
(.27
)
   
(.37
)
   
(.33
)
   
(.21
)
Total From Investment Operations Applicable to Common Shareholders
 
 
   
 
 
   
 
     
 
 
     
1.53
     
2.47
     
(8.20
)
   
(1.28
)
   
3.77
     
1.43
 
 
Less Distributions to Common Shareholders From:
Net Investment Income
   
(.35
)
   
(.57
)
   
(1.24
)
   
(1.30
)
   
(1.11
)
   
(1.03
)
Net Capital Gains
   
     
     
(.85
)
   
(.98
)
   
(.21
)
   
(.61
)
Tax Return of Capital
   
     
(.14
)
   
(.28
)
   
     
     
(.11
)
Total Distributions to Common Shareholders
   
(.35
)
   
(.71
)
   
(2.37
)
   
(2.28
)
   
(1.32
)
   
(1.75
)
Accretive Effect of Tender Offer
   
     
.03
     
     
     
     
 
Common Share Net Asset Value, End of Period
$
7.66
   
$
6.48
   
$
4.69
   
$
15.26
   
$
18.82
   
$
16.37
 
Common Share Market Value, End of Period
$
7.54
   
$
5.85
   
$
4.40
   
$
13.49
   
$
17.22
   
$
14.23
 
Total Return, Common Share Net Asset Value
   
24.52
%**
 
65.55
%
   
(61.28
)%
   
(7.32
)%
   
25.13
%
   
10.33
%
Total Return, Common Share Market Value
   
35.77
%**
 
59.31
%
   
(58.91
)%
   
(10.46
)%
   
31.71
%
   
6.22
%
 
Supplemental Data/Ratios ††
Net Assets Applicable to Common Shareholders,
End of Period (in millions)
 
$
110.1
   
$
93.1
   
$
83.2
   
$
270.7
   
$
333.5
   
$
290.0
 
Preferred Shares Outstanding, End of Period
(in millions) ¢¢
$
14.9
   
$
14.9
   
$
31.4
   
$
125.5
   
$
125.5
   
$
125.5
 
Preferred Shares Liquidation and Market
Value Per Share
 
$
25,000
   
$
25,000
   
$
25,000
   
$
25,000
   
$
25,000
   
$
25,000
 
Ratios are calculated using Average Net Assets
Applicable to Common Shareholders
Ratio of Gross Expenses #
   
2.55
%* Ø
3.87
% Ø
1.37
%
   
1.11
%
   
1.11
%
   
1.13
%
Ratio of Net Expenses
   
2.55
%* Ø
3.87
% Ø
1.36
%
   
1.10
%
   
1.10
%
   
1.13
%
Ratio of Net Investment Income (Loss) Excluding
Preferred Share Distributions ØØ
 
10.12
%*
12.25
%
   
12.94
%
   
7.94
%
   
7.18
%
   
6.49
%
                                                 
Portfolio Turnover Rate
   
86
%**
 
124
%
   
79
%
   
76
%
   
61
%
   
49
%
Asset Coverage Per Preferred Share,
End of Period @
 
$
210,194
   
$
181,491
   
$
91,277
   
$
78,931
   
$
91,462
   
$
82,794
 
Notes Payable (in millions)
 
$
37
   
$
37
   
$
19
   
$
   
$
   
$
 
Asset Coverage Per $1,000 of Notes Payable @@
 
$
4,408
   
$
3,942
   
$
7,029
   
$
   
$
   
$
 
 
 
See Notes to Financial Highlights
 
29
 
 

 
 
Notes to Financial Highlights Income Opportunity
Fund Inc. (Unaudited)
 
 
 † Total return based on per share net asset value reflects the effects of changes in net asset value on the performance of the Fund during each fiscal period. Total return based on per share market value assumes the purchase of common shares at the market price on the first day and sale of common shares at the market price on the last day of the period indicated. Distributions, if any, are assumed to be reinvested at prices obtained under the Fund's distribution reinvestment plan. Results represent past performance and do not guarantee future results. Current returns may be lower or higher than the performance data quoted. Investment returns may fluctuate and shares when sold may be worth more or less than original cost. Total return would have been lower if Management had not waived a portion of the investment management fee.
   
 #  The Fund is required to calculate an operating expense ratio without taking into consideration any expense reductions related to expense offset arrangements.
   
 ‡
After waiver of a portion of the investment management fee by Management. Had Management not undertaken such action, the annualized ratios of net operating expenses to average daily net assets applicable to common shareholders would have been:
   
 
Six Months
Ended April 30,
 
Year Ended October 31,
 
2010
 
       2009
 
     2008
 
      2007
 
    2006
 
    2005
 
                                               
  2.84 %       
4.19
%
   
1.77
%
   
1.45
%
   
1.45
%
   
1.48
%
 
 
 @ Calculated by subtracting the Fund's total liabilities (excluding accumulated unpaid distributions on PPS (Preferred Shares prior to November 12, 2008)) from the Fund's total assets and dividing by the number of PPS/Preferred Shares outstanding.
   
 @@ Calculated by subtracting the Fund's total liabilities (excluding accumulated unpaid distributions on PPS (Preferred Shares prior to November 12, 2008) and the Notes payable) from the Fund's total assets and dividing by the outstanding notes payable balance.
   
 ††  Expense ratios do not include the effect of distribution payments to preferred shareholders. Income ratios include income earned on assets attributable to Private Securities (Preferred Shares prior to November 12, 2008) outstanding.
   
 ¢  Calculated based on the average number of shares outstanding during each fiscal period.
   
 ¢¢  
From September 26, 2003 to October 27, 2008, the Fund had 2,510 Preferred Shares Series A outstanding; and from September 26, 2003 to November 12, 2008, the Fund had 2,510 Preferred Shares Series B outstanding; since November 12, 2008, the Fund has 595 PPS outstanding (see Note A-8 of Notes to Financial Statements).
   
 Ø  The annualized ratios of interest expense to average net assets applicable to common shareholders were:
 
Six Months
Ended April 30,
2010
 
Year Ended
October 31,
2009
 
               
  .61 %        1.55 %  
 
 ØØ The annualized ratios of preferred share distributions to average net assets applicable to common shareholders were:
  
Six Months
Ended April 30,
 
Year Ended October 31,
 
2010
 
2009
 
2008
 
2007
 
2006
 
2005
 
                                               
  .47 %          
.76
%
   
2.46
%
   
2.13
%
   
1.89
%
   
1.26
%
 
 
 
 
*  Annualized.
 
**  Not Annualized.
 

 
 
See Notes to Financial Highlights
 
30
 
 

 

Distribution Reinvestment Plan
 
The Bank of New York Mellon ("Plan Agent") will act as Plan Agent for shareholders who have not elected in writing to receive dividends and distributions in cash (each a "Participant"), will open an account for each Participant under the Distribution Reinvestment Plan ("Plan") in the same name as their then current Shares are registered, and will put the Plan into effect for each Participant as of the first record date for a dividend or capital gains distribution.
 
Whenever the Fund declares a dividend or distribution with respect to the common stock of the Fund ("Shares"), each Participant will receive such dividends and distributions in additional Shares, including fractional Shares acquired by the Plan Agent and credited to each Participant's account. If on the payment date for a cash dividend or distribution, the net asset value is equal to or less than the market price per Share plus estimated brokerage commissions, the Plan Agent shall automatically receive such Shares, including fractions, for each Participant's account. Except in the circumstances described in the next paragraph, the number of additional Shares to be credited to each Participant's account shall be determined by dividing the dollar amount of the dividend or distribution payable on their Shares by the greater of the net asset value per Share determined as of the date of purchase or 95% of the then current market price per Share on the payment date.
 
Should the net asset value per Share exceed the market price per Share plus estimated brokerage commissions on the payment date for a cash dividend or distribution, the Plan Agent or a broker-dealer selected by the Plan Agent shall endeavor, for a purchase period lasting until the last business day before the next date on which the Shares trade on an "ex-dividend" basis, but in no event, except as provided below, more than 30 days after the payment date, to apply the amount of such dividend or distribution on each Participant's Shares (less their pro rata share of brokerage commissions incurred with respect to the Plan Agent's open-market purchases in connection with the reinvestment of such dividend or distribution) to purchase Shares on the open market for each Participant's account. No such purchases may be made more than 30 days after the payment date for such dividend or distribution except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of federal securities laws. If, at the close of business on any day during the purchase period the net asset value per Share equals or is less than the market price per Share plus estimated brokerage commissions, the Plan Agent will not make any further open-market purchases in connection with the reinvestment of such dividend or distribution. If the Plan Agent is unable to invest the full dividend or distribution amount through open-market purchases during the purchase period, the Plan Agent shall request that, with respect to the uninvested portion of such dividend or distribution amount, the Fund issue new Shares at the close of business on the earlier of the last day of the purchase period or the first day during the purchase period on which the net asset value per Share equals or is less than the market price per Share, plus estimated brokerage commissions, such Shares to be issued in accordance with the terms specified in the third paragraph hereof. These newly issued Shares will be valued at the then-current market price per Share at the time such Shares are to be issued.
 
For purposes of making the reinvestment purchase comparison under the Plan, (a) the market price of the Shares on a particular date shall be the last sales price on the New York Stock Exchange (or if the Shares are not listed on the New York Stock Exchange, such other exchange on which the Shares are principally traded) on that date, or, if there is no sale on such Exchange (or if not so listed, in the over-the-counter market) on that date, then the mean between the closing bid and asked quotations for such Shares on such Exchange on such date and (b) the net asset value per Share on a particular date shall be the net asset value per Share most recently calculated by or on behalf of the Fund. All dividends, distributions and other payments (whether made in cash or Shares) shall be made net of any applicable withholding tax.
 
Open-market purchases provided for above may be made on any securities exchange where the Fund's Shares are traded, in the over-the-counter market or in negotiated transactions and may be on such terms as to price, delivery and otherwise as the Plan Agent shall determine. Each Participant's uninvested funds held by the Plan Agent will not bear interest, and it is understood that, in any event, the Plan Agent shall have no liability in connection with any inability to purchase Shares within 30 days after the initial date of such purchase as herein provided, or with the timing of any purchases effected. The Plan Agent shall have no responsibility as to the value of the Shares acquired for each Participant's account. For the
 
 
31
 
 

 

purpose of cash investments, the Plan Agent may commingle each Participant's funds with those of other shareholders of the Fund for whom the Plan Agent similarly acts as agent, and the average price (including brokerage commissions) of all Shares purchased by the Plan Agent as Plan Agent shall be the price per Share allocable to each Participant in connection therewith.
 
The Plan Agent may hold each Participant's Shares acquired pursuant to the Plan together with the Shares of other shareholders of the Fund acquired pursuant to the Plan in noncertificated form in the Plan Agent's name or that of the Plan Agent's nominee. The Plan Agent will forward to each Participant any proxy solicitation material and will vote any Shares so held for each Participant only in accordance with the instructions set forth on proxies returned by the Participant to the Fund.
 
The Plan Agent will confirm to each Participant each acquisition made for their account as soon as practicable but not later than 60 days after the date thereof. Although each Participant may from time to time have an undivided fractional interest (computed to three decimal places) in a Share, no certificates for a fractional Share will be issued. However, dividends and distributions on fractional Shares will be credited to each Participant's account. In the event of termination of a Participant's account under the Plan, the Plan Agent will adjust for any such undivided fractional interest in cash at the market value of the Shares at the time of termination, less the pro rata expense of any sale required to make such an adjustment.
 
Any Share dividends or split Shares distributed by the Fund on Shares held by the Plan Agent for Participants will be credited to their accounts. In the event that the Fund makes available to its shareholders rights to purchase additional Shares or other securities, the Shares held for each Participant under the Plan will be added to other Shares held by the Participant in calculating the number of rights to be issued to each Participant.
 
The Plan Agent's service fee for handling capital gains distributions or income dividends will be paid by the Fund. Participants will be charged their pro rata share of brokerage commissions on all open-market purchases.
 
Each Participant may terminate their account under the Plan by notifying the Plan Agent in writing. Such termination will be effective immediately if the Participant's notice is received by the Plan Agent not less than ten days prior to any dividend or distribution record date, otherwise such termination will be effective the first trading day after the payment date for such dividend or distribution with respect to any subsequent dividend or distribution. The Plan may be terminated by the Plan Agent or the Fund upon notice in writing mailed to each Participant at least 30 days prior to any record date for the payment of any dividend or distribution by the Fund.
 
These terms and conditions may be amended or supplemented by the Plan Agent or the Fund at any time or times but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by mailing to each Participant appropriate written notice at least 30 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Plan Agent receives written notice of the termination of their account under the Plan. Any such amendment may include an appointment by the Plan Agent in its place and stead of a successor Plan Agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Plan Agent under these terms and conditions. Upon any such appointment of any Plan Agent for the purpose of receiving dividends and distributions, the Fund will be authorized to pay to such successor Plan Agent, for each Participant's account, all dividends and distributions payable on Shares held in their name or under the Plan for retention or application by such successor Plan Agent as provided in these terms and conditions.
 
The Plan Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by the Plan Agent's negligence, bad faith, or willful misconduct or that of its employees.
 
These terms and conditions shall be governed by the laws of the State of Maryland.
 
 
32
 
 

 

Directory
 
 
  Investment Manager and Administrator   Stock Transfer Agent
   
 Neuberger Berman Management LLC  The Bank of New York Mellon
 605 Third Avenue, 2nd Floor  480 Washington Boulevard
 New York, NY 10158-0180  Jersey City, NJ 07317
 877.461.1899 or 212.476.8800  
    Legal Counsel
  Sub-Advisers  
   K&L Gates LLP
 Neuberger Berman LLC  1601 K Street, NW
 605 Third Avenue  Washington, DC 20006
 New York, NY 10158-3698  
    Independent Registered Public Accounting Firm
 Neuberger Berman Fixed Income LLC  
 200 South Wacker Drive  Ernst & Young LLP
 Suite 2100  200 Clarendon Street
 Chicago, IL 60601  Boston, MA 02116
   
  Custodian  
   
 State Street Bank and Trust Company  
 2 Avenue de Lafayette  
 Boston, MA 02111  
 
 
 
33
 
 

 

Proxy Voting Policies and Procedures
 
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, by calling 1-800-877-9700 (toll-free) and on the website of the Securities and Exchange Commission at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is also available, without charge, by calling 1-800-877-9700 (toll-free), on the website of the Securities and Exchange Commission at www.sec.gov, and on Management's website at www.nb.com.
 
Quarterly Portfolio Schedule
 
The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available on the Securities and Exchange Commission's website at www.sec.gov and may be reviewed and copied at the Securities and Exchange Commission's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The information on Form N-Q is available upon request, without charge, by calling 1-800-877-9700 (toll-free).
 
 
34
 
 

 

 
This page has been left blank intentionally
 


 
 

 

 
 
Neuberger Berman Management LLC
605 Third Avenue, 2nd Floor
New York, NY 10158–0180
Internal Sales & Services
877.461.1899
www.nb.com
 
 
Statistics and projections in this report are derived from sources deemed to be reliable but cannot be regarded as a representation of future results of the Fund. This report is prepared for the general information of shareholders and is not an offer of shares of the Fund.
 
 
 I0212 06/10
 

 
 

 
 

 

Item 2. Code of Ethics
 
The Board of Directors (“Board”) of Neuberger Berman Income Opportunity Fund Inc. (“Registrant”) adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (“Code of Ethics”).  For the period covered by this Form N-CSR, there were no amendments to the Code of Ethics and there were no waivers from the Code of Ethics granted to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
 
A copy of the Code of Ethics is incorporated by reference to the Registrant’s Form N-CSR, Investment Company Act file number 811-21334 (filed on July 10, 2006).  The Code of Ethics is also available, without charge, by calling 1-800-877-9700 (toll-free).
 
Item 3. Audit Committee Financial Expert
 
The Board has determined that the Registrant has three audit committee financial experts serving on its audit committee. The Registrant’s audit committee financial experts are Martha Goss, George Morriss and Candace Straight. Ms. Goss, Mr. Morriss and Ms. Straight are independent directors as defined by Form N-CSR.
 
Item 4. Principal Accountant Fees and Services
 
Only required in the annual report.
 
Item 5. Audit Committee of Listed Registrants
 
Only required in the annual report.
 
Item 6. Schedule of Investments
 
The complete schedule of investments for the Registrant is disclosed in the Registrant’s Semi-Annual Report, which is included as Item 1 of this Form N-CSR.
 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
 
Only required in the annual report.
 
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
 
Since the Registrant’s most recent annual report on Form   N-CSR, Ann H. Benjamin and Thomas P. O’Reilly have assumed sole day-to-day management responsibility of the Registrant’s portfolio.

 
 

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
 
No reportable purchases for the period covered by this report.
 
Item 10.  Submission of Matters to a Vote of Security Holders
 
There were no changes to the procedures by which stockholders may recommend nominees to the Board.
 
Item 11. Controls and Procedures
 
(a)
Based on an evaluation of the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “Act”)) as of a date within 90 days of the filing date of this document, the Chief Executive Officer and Treasurer and Principal Financial and Accounting Officer of the Registrant have concluded that such disclosure controls and procedures are effectively designed to ensure that information required to be disclosed by the Registrant on Form N-CSR and Form N-Q is accumulated and communicated to the Registrant’s management to allow timely decisions regarding required disclosure.
 
(b)
There were no significant changes in the Registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
 
Item 12. Exhibits
 
(a)(1)
A copy of the Code of Ethics is incorporated by reference to the Registrant’s Form N-CSR, Investment Company Act file number 811-21334 (filed July 10, 2006).
 
(a)(2)
The certifications required by Rule 30a-2(a) of the Act and Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) are filed herewith.
 
(a)(3)
Not applicable to the Registrant.
 
(b)
The certifications required by Rule 30a-2(b) of the Act and Section 906 of the Sarbanes-Oxley Act are filed herewith.
 
The certifications provided pursuant to Rule 30a-2(b) of the Act and Section 906 of the Sarbanes-Oxley Act are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section.  Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates them by reference.
 

 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Neuberger Berman Income Opportunity Fund Inc.
 
By: /s/ Robert Conti
Robert Conti
Chief Executive Officer

Date: July 2, 2010


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



By: /s/ Robert Conti
Robert Conti
Chief Executive Officer

Date: July 2, 2010



By: /s/ John M. McGovern
John M. McGovern
Treasurer and Principal Financial
and Accounting Officer

Date: July 2, 2010

Neuberger Berman Income Opportunity Fund (AMEX:NOX)
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Neuberger Berman Income Opportunity Fund (AMEX:NOX)
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