Edgar Filing: NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

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Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[LOGO: NEUBERGER BERMAN]
A Lehman Brothers Company

NEUBERGER BERMAN CALIFORNIA INTERMEDIATE MUNICIPAL FUND INC.
NEUBERGER BERMAN DIVIDEND ADVANTAGE FUND INC.
NEUBERGER BERMAN INCOME OPPORTUNITY FUND INC.
NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC.
NEUBERGER BERMAN NEW YORK INTERMEDIATE MUNICIPAL FUND INC.
NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC.
NEUBERGER BERMAN REALTY INCOME FUND INC.

605 THIRD AVENUE
NEW YORK, NEW YORK 10158-0180

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

---------------------------

Dear Stockholder:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Meeting")
of each of Neuberger Berman California Intermediate Municipal Fund Inc.,
Neuberger Berman Dividend Advantage Fund Inc., Neuberger Berman Income
Opportunity Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc.,
Neuberger Berman New York Intermediate Municipal Fund Inc., Neuberger Berman
Real Estate Securities Income Fund Inc., and Neuberger Berman Realty Income Fund
Inc. (each, a "Fund" and, collectively, the "Funds"), will be held on Tuesday,
March 8, 2005, at 2:30 p.m. Eastern time at the offices of Neuberger Berman,
LLC, 605 Third Avenue, 41st Floor, New York, New York 10158-3698 for the
following purposes:

1. To elect five Class III Directors (one of which is to be elected only by
holders of each Fund's preferred stock) to serve until the annual meeting
of stockholders in 2008, or until their successors are elected and
qualified; and

2. To consider and act upon any other business that may properly come before
the Meeting or any adjournments thereof.

You are entitled to vote at the Meeting of your Fund and any adjournments
thereof if you owned Fund shares at the close of business on January 12, 2005
("Record Date"). If you attend the Meeting, you may vote your shares in person.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE REVIEW THE ENCLOSED MATERIALS
AND FOLLOW THE INSTRUCTIONS THAT APPEAR ON THE ENCLOSED PROXY CARD(S). If you
have any questions about the proposals or the voting instructions, please call
us at 877-461-1899. Any proposal submitted to a vote at the meeting by anyone
other than the officers or directors of the Funds may be voted only in person or
by written proxy.

We will admit to the Meeting (1) all stockholders of record of the Funds as
of the Record Date, (2) persons holding proof of beneficial ownership at the
Record Date such as a letter or account statement from a broker, (3) persons who
have been granted proxies, and (4) such other persons that we, in our sole
discretion, may elect to admit. ALL PERSONS WISHING TO BE ADMITTED TO THE
MEETING MUST PRESENT PHOTO IDENTIFICATION. IF YOU PLAN TO ATTEND THE MEETING,
PLEASE CONTACT US AT 877-461-1899.

Unless proxy cards submitted by corporations and partnerships are signed by
the appropriate persons as indicated in the voting instructions on the proxy
cards, they will not be voted.

By order of the Boards of Directors,

/s/ Claudia A. Brandon
Claudia A. Brandon
Secretary

Dated: February 4, 2005

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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY
SHARES OF STOCK YOU OWN.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.

IF YOU OWN SHARES OF MORE THAN ONE FUND OR SHARES OF BOTH COMMON STOCK AND
PREFERRED STOCK OF THE SAME FUND, THERE WILL BE MORE THAN ONE PROXY CARD
ENCLOSED. PLEASE FILL OUT AND RETURN EACH PROXY CARD.

STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY STOCKHOLDER
WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO REVIEW THE ENCLOSED
MATERIALS AND FOLLOW THE INSTRUCTIONS THAT APPEAR ON THE ENCLOSED PROXY CARD(S).

TO AVOID THE ADDITIONAL EXPENSE TO THE FUNDS OF FURTHER SOLICITATION, WE
ASK YOUR COOPERATION IN VOTING YOUR PROXY PROMPTLY, NO MATTER HOW LARGE OR SMALL
YOUR HOLDINGS MAY BE.
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[LOGO: NEUBERGER BERMAN]
A Lehman Brothers Company

605 THIRD AVENUE
NEW YORK, NEW YORK 10158-0180

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PROXY STATEMENT

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ANNUAL MEETING OF STOCKHOLDERS
MARCH 8, 2005

INTRODUCTION

This Proxy Statement is furnished to the stockholders of each of Neuberger
Berman California Intermediate Municipal Fund Inc., Neuberger Berman Dividend
Advantage Fund Inc., Neuberger Berman Income Opportunity Fund Inc., Neuberger
Berman Intermediate Municipal Fund Inc., Neuberger Berman New York Intermediate
Municipal Fund Inc., Neuberger Berman Real Estate Securities Income Fund Inc.,
and Neuberger Berman Realty Income Fund Inc. (each, a "Fund" and, collectively,
the "Funds"), by the Board of Directors of each respective Fund in connection
with the solicitation of stockholder votes by proxy to be voted at the Annual
Meeting of Stockholders or any adjournments thereof ("Meeting") to be held on
Tuesday, March 8, 2005, at 2:30 p.m. Eastern time at the offices of Neuberger
Berman, LLC ("Neuberger Berman"), 605 Third Avenue, 41st Floor, New York, New
York 10158-3698. The matters to be acted upon at the Meeting are set forth in
the accompanying Notice of Annual Meeting. It is expected that the Notice of
Annual Meeting, this Proxy Statement and form of proxy first will be mailed to
stockholders on or about February 4, 2005.

If an enclosed proxy card is executed properly and returned, shares
represented thereby will be voted at the Meeting in accordance with the
instructions on the proxy card. A proxy may nevertheless be revoked at any time
prior to its use by written notification received by the Fund, by the execution
of a subsequently dated proxy card or by attending the Meeting and voting in
person. However, if no instructions are specified on a proxy card, shares will
be voted "FOR" the election of each nominee for Director and "FOR" or "AGAINST"

any other matters acted upon at the Meeting in the discretion of the persons
named as proxies.

The close of business on January 12, 2005, has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting ("Record Date"). On that date, each Fund had the following number of
shares of common stock ("Common Shares") and preferred stock ("Preferred
Shares") outstanding and entitled to vote:

COMMON SHARES PREFERRED SHARES
FUND OUTSTANDING OUTSTANDING
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Neuberger Berman
California Intermediate Municipal Fund Inc. 6,791,981 2,360
Neuberger Berman
Dividend Advantage Fund Inc. 5,805,236 2,100
Neuberger Berman Income Opportunity Fund Inc. 17,723,648 5,020
Neuberger Berman
Intermediate Municipal Fund Inc. 20,705,124 7,176
Neuberger Berman
New York Intermediate Municipal Fund Inc. 5,574,550 1,930
Neuberger Berman
Real Estate Securities Income Fund Inc. 33,316,439 9,800
Neuberger Berman Realty Income Fund Inc. 27,372,139 9,120
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Holders of each Fund's outstanding Common Shares and Preferred Shares will
vote together as a single class to elect four of the Class III Directors. As
described herein under the section entitled "Election of Directors -- Proposal,"
holders of the Preferred Shares of each Fund will vote separately from holders
of the Common Shares to elect one additional Class III Director. As to any other
business that may properly come before the Meeting or any adjournments thereof,
holders of the Common Shares and Preferred Shares may vote together as a single
class or separately, depending on the requirements of the Investment Company Act
of 1940, as amended ("1940 Act"), the Maryland General Corporation Law and a
Fund's charter with respect to said item of business. Each full share of a
Fund's Common Shares or Preferred Shares is entitled to one vote and each
fractional share of a Fund's Common Shares or Preferred Shares is entitled to a
proportionate share of one vote.

Solicitation is made primarily by the mailing of this Proxy Statement and
the accompanying proxy card(s). Supplementary solicitations may be made by mail,
telephone, and electronic transmission or in person by regular employees of
Neuberger Berman Management Inc. ("NB Management"), affiliates of NB Management
or other representatives of the Funds. NB Management serves as each Fund's
investment manager and administrator. All expenses in connection with preparing
this Proxy Statement and its enclosures, and additional solicitation expenses
including reimbursement of brokerage firms and others for their expenses in
forwarding proxy solicitation material to the beneficial owners of shares, will
be borne by the Fund.

The presence at the Meeting, in person or by proxy, of stockholders
entitled to vote 33-1/3% of the shares outstanding and entitled to vote at the
Meeting is required for a quorum. The affirmative vote of the holders of a
majority of a Fund's outstanding Common Shares and Preferred Shares, voting as a
single class, is required to elect four of that Fund's Class III Directors. The
affirmative vote of the holders of a majority of a Fund's outstanding Preferred
Shares, voting separately from the holders of Common Shares, is required to
elect one additional Class III Director for that Fund. With respect to other
items of business (and the Funds are not currently aware of any other items to
be brought before the Meeting), the necessary affirmative vote will depend on
the requirements of the 1940 Act, the Maryland General Corporation Law and the
Fund's charter with respect to said item of business. If a quorum is not present
at the Meeting or a quorum is present but sufficient votes to approve a proposed
item are not received, or for any other reason, the persons named as proxies may
propose one or more adjournments of such Meeting to permit further solicitation
of proxies. Subject to the rules established by the Chairman of the Meeting, the
holders of a majority of the shares entitled to vote at the Meeting and present
in person or by proxy may vote to adjourn, or, if no stockholder entitled to
vote is present in person or by proxy, any officer present entitled to preside
or act as secretary of the Meeting may adjourn the Meeting. In the former case,
the persons named as proxies will vote those proxies that they are entitled to
vote in favor of such item "FOR" such an adjournment, and will vote those
proxies required to be voted against such item "AGAINST" such an adjournment. A
stockholder vote may be taken on the nominations in this Proxy Statement prior
to any such adjournment if sufficient votes have been received and it is
otherwise appropriate.

The Funds expect that broker-dealer firms holding shares of the Funds in
"street name" for the benefit of their customers and clients will request the
instructions of such customers and clients on how to vote their shares on each
proposal at the Meeting. The Funds understand that, under the rules of the New
York Stock Exchange ("NYSE") and the American Stock Exchange ("AMEX"), such
broker-dealers may grant authority to the proxies designated by the Funds to
vote on the election of Directors for the Funds if no instructions have been
received prior to the date specified in the broker-dealer firm's request for
voting instructions. Certain broker-dealer firms may exercise discretion over
shares held in their names for which no instructions are received by voting such
shares in the same proportion as they have voted shares for which they have
received instructions.

In tallying stockholder votes, abstentions and "broker non-votes" (i.e.,
shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or the persons entitled to vote and either
(i) the broker or nominee does not have discretionary voting power or (ii) the
broker or nominee returns the proxy but expressly declines to vote on a
particular matter) will be counted as shares that are present and entitled to
vote for purposes of determining the presence of a quorum. Accordingly,
abstentions and broker non-votes effectively will be a vote against any
adjournment and against the election of the Directors.

As of January 12, 2005, the Funds do not know of any person who owns
beneficially 5% or more of the outstanding Common Shares or Preferred Shares of
any Fund.

In addition, the Directors and officers of each Fund, in the aggregate,
owned less than 1% of each Fund's outstanding shares as of January 12, 2005.

NB Management serves as the investment manager and administrator to each
Fund. NB Management provides investment management and advisory services to
private accounts of institutional and individual clients and to mutual funds. NB
Management is located at 605 Third Avenue, New York, New York 10158-0180. NB
Management retains Neuberger Berman, 605 Third Avenue, New York, New York
10158-3698, as sub-adviser with respect to each Fund. As of September 30, 2004,
Neuberger Berman affiliates had approximately $65.6 billion in assets under
management. Neuberger Berman and NB Management are indirect wholly owned
subsidiaries of Lehman Brothers Holdings Inc., a publicly held company.

STOCKHOLDERS OF RECORD OR BENEFICIAL OWNERS AS OF THE RECORD DATE MAY
OBTAIN A FREE COPY OF THE ANNUAL REPORT FOR EACH FUND FOR THE FISCAL YEAR OR
PERIOD, AS APPLICABLE, ENDED OCTOBER 31, 2004, WHICH INCLUDE AUDITED FINANCIAL
STATEMENTS, BY WRITING NB MANAGEMENT AT 605 THIRD AVENUE, 2ND FLOOR, NEW YORK,
NEW YORK 10158-0180, OR BY CALLING TOLL FREE 877-461-1899.

Stockholders may send communications that they would like to direct to the
Board of Directors of a Fund to the attention of Philip R. Carroll, Chief
Compliance Officer of the Funds, Neuberger Berman Funds, 605 Third Avenue, 21st
Floor, New York, NY, 10158-0180. Each Board has directed Mr. Carroll to send
such communications to the chairperson of the applicable Fund's Code of Ethics
Committee. Nominee recommendations and stockholder proposals should be directed
to the attention of Claudia A. Brandon, Secretary of the Funds, Neuberger Berman
Funds, 605 Third Avenue, 21st Floor, New York, NY, 10158-0180 as described in
this Proxy Statement under "Information Regarding the Funds' Process for
Nominating Director Candidates" and "Stockholder Proposals."

ELECTION OF DIRECTORS
PROPOSAL

The Board of Directors of each Fund is divided into three classes (Class I,
Class II and Class III). The terms of office of Class I, Class II and Class III
Directors will expire at the annual meeting of stockholders held in 2006, 2007
and 2005, respectively, and at each third annual meeting of stockholders
thereafter. Each Director shall hold office until his or her successor is
elected and qualified or until his or her earlier death, resignation or removal.
The classification of each Fund's Directors helps to promote the continuity and
stability of each Fund's management and policies because the majority of the
Directors at any given time will have prior experience as Directors of the Fund.
At least two stockholder meetings, instead of one, are required to effect a
change in a majority of the Directors, except in the event of vacancies
resulting from removal for cause or other reasons, in which case the remaining
Directors may fill the vacancies so created, to the extent permitted by the 1940
Act.

Holders of each Fund's Preferred Shares are entitled, as a class, to the
exclusion of the holders of all other classes of stock of the Fund, to elect two
Directors of the Fund (regardless of the total number of Directors serving on
the Fund's Board of Directors). One of those two Directors, Howard A. Mileaf, is
a Class III Director currently up for election. The other is a Class II Director
up for election in 2007. The Class II Director is not a nominee to be considered
at the Meeting.

The term of each current Class III Director expires in 2005, but each
expressed his or her willingness to serve another term as Director of the Funds
if nominated by the Boards of Directors.

The Nominating Committee of each Fund reviewed the qualifications,
experience and background of each incumbent Director. Based upon this review,
each Committee determined that nominating the incumbents would be in the best
interests of its Fund's stockholders. Each Fund's Board believes that the
incumbents are well suited for service on the Board due to their familiarity
with the Fund as a result of their prior service as Directors, their knowledge
of the financial services sector, and their substantial experience in serving as
directors or trustees, officers or advisers of public companies and business
organizations, including other investment companies.

At a meeting on December 15, 2004, the Boards of Directors received the
recommendations of the Nominating Committees. After discussion and consideration
of, among other things, the backgrounds of the incumbents, each Fund's Board
voted to nominate Robert A. Kavesh, Howard A. Mileaf, Edward I. O'Brien, William
E. Rulon, and Candace L. Straight for election as Class III Directors with a
term expiring in 2008. Each Fund has a policy that at least three-fourths of all
Directors be Independent Fund Directors. Independent Fund Directors are those
who are not associated with the Funds' investment adviser or sub-adviser or
their affiliates, or with any broker-dealer used by the Funds, the investment
adviser or the sub-adviser in the past six months.

It is the intention of the persons named in the enclosed proxy card(s) to
vote in favor of the election of each nominee named in this Proxy Statement.
Each nominee has consented to be named in this Proxy Statement and to serve as

Director if elected. Each Fund's Board of Directors has no reason to believe
that any nominee will become unavailable for election as a Director, but if that
should occur before the Meeting, the proxies will be voted for such other
nominees as the Board of Directors may recommend.

None of the Directors is related to any other. The following tables set
forth certain information regarding each Director of the Funds. Unless otherwise
noted, each Director has engaged in the principal occupation listed in the
following table for five years or more. The business address of each listed
person is 605 Third Avenue, New York, New York 10158.

INFORMATION REGARDING NOMINEES
FOR ELECTION AT 2005 ANNUAL MEETING

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NUMBER OF
PORTFOLIOS IN
FUND COMPLEX OTHER DIRECTORSHIPS
OVERSEEN BY HELD OUTSIDE FUND COMPLEX
NAME AND AGE PRINCIPAL OCCUPATION(S) DIRECTOR BY DIRECTOR
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CLASS III
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Independent Fund Directors
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Robert A. Kavesh Marcus Nadler 41 Director, DEL
(77) Professor Emeritus of Laboratories, Inc.
Finance and Economics, (cosmetics and
New York University pharmaceuticals) since
Stern School of 1978; Director, The
Business. Caring Community
( not-for-profit).
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Howard A. Mileaf Retired. Formerly, Vice 41 Director, WHX
(68) President and Special Corporation (holding
Counsel, WHX company) since August
Corporation (holding 2002; Director,
company) 1993 to 2001. Webfinancial Corporation
(holding company) since
December 2002; Director,
State Theatre of New
Jersey (not-for-profit
theater) since 2000;
formerly, Director,
Kevlin Corporation
(manufacturer of
microwave and
other products).
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William E. Rulon Retired. Formerly, 41 Director, Pro-Kids Golf
(72) Senior Vice President, and Learning Academy
Foodmaker, Inc. (teach golf and computer
(operator and franchiser usage to "at risk"
of restaurants) until children) since 1998;
January 1997. formerly, Director,
Prandium, Inc.
(restaurants) from March
2001 until July 2002.
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Candace L. Straight Private investor and 41 Director, The
(57) consultant specializing Proformance Insurance
in the insurance Company (personal lines
industry; formerly, property and casualty
Advisory Director, insurance) since March
Securitas Capital LLC 2004; Director,
(a global private equity Providence Washington
investment firm (property and casualty
dedicated to making insurance company) since
investments in the December 1998; Director,
insurance sector) 1998 Summit Global Partners
to December 2002. (insurance brokerage
firm) since October 2000.
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Director who is an "Interested Person"
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Edward I. O'Brien* Formerly, Member, 41 Director, Legg Mason,
(76) Investment Policy Inc. (financial services
Committee, Edward holding company) since
Jones 1993 to 2001; 1993; formerly, Director,
President, Securities Boston Financial Group
Industry Association (real estate and tax
(SIA) (securities shelters) 1993 to 1999.
industry's representative
in government relations
and regulatory matters
at the federal and state
levels) from 1974 to
1992; Adviser to SIA,
November 1992 to
November 1993.
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INFORMATION REGARDING DIRECTORS

WHOSE CURRENT TERMS CONTINUE

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NUMBER OF
PORTFOLIOS IN
FUND COMPLEX OTHER DIRECTORSHIPS
OVERSEEN BY HELD OUTSIDE FUND COMPLEX
NAME AND AGE PRINCIPAL OCCUPATION(S) DIRECTOR BY DIRECTOR
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CLASS I
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Independent Fund Directors
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Faith Colish (69) Counsel, Carter Ledyard 41 Director, American Bar
& Millburn LLP (law Retirement Association
firm) since October (ABRA) since 1997
2002; formerly, (not-for-profit
Attorney-at-Law and membership association).
President, Faith Colish,
A Professional Corporation,
1980 to 2002.
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C. Anne Harvey (67) Consultant, C. A. 41 President, Board of
Harvey Associates, Associates to The
since June 2001; National Rehabilitation
formerly, Director, Hospital's Board of
AARP, 1978 Directors, since 2002;
to December 2001. formerly, Member,
Individual Investors
Advisory Committee to
the New York Stock
Exchange Board of
Directors, 1998 to June
2002; formerly, Member,
American Savings
Education Council's
Policy Board (ASEC),
1998 to 2000; formerly,
Member, Executive
Committee, Crime
Prevention Coalition of
America, 1997 to 2000.
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Cornelius T. Ryan Founding General 41 Director, Capital Cash
(73) Partner, Oxford Partners Management Trust
and Oxford Bioscience (money market fund),
Partners (venture capital Naragansett Insured
partnerships) and Tax-Free Income Fund,
President, Oxford Rocky Mountain Equity
Venture Corporation. Fund, Prime Cash Fund,
several private companies
and QuadraMed
Corporation (NASDAQ).
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NUMBER OF
PORTFOLIOS IN
FUND COMPLEX OTHER DIRECTORSHIPS
OVERSEEN BY HELD OUTSIDE FUND COMPLEX
NAME AND AGE PRINCIPAL OCCUPATION(S) DIRECTOR BY DIRECTOR
------------------------------------------------------------------------------------------------------------

Peter P. Trapp (60) Regional Manager for 41 None
Atlanta Region, Ford
Motor Credit Company
since August 1997;
formerly, President,
Ford Life Insurance
Company, April 1995
to August 1997.
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Director who is an "Interested Person"
------------------------------------------------------------------------------------------------------------
Peter E. Sundman* Executive Vice 41 Director and Vice
(45) President, Neuberger President, Neuberger &
Berman Inc. (holding Berman Agency, Inc.
company) since 1999; since 2000; formerly,
Head of Neuberger Director, Neuberger
Berman Inc.'s Mutual Berman Inc. (holding
Funds and Institutional company) from October
Business since 1999; 1999 through March
President and Director, 2003; Trustee, Frost
NB Management since Valley YMCA.
1999; Executive Vice
President, Neuberger
Berman since 1999;
formerly, Principal,
Neuberger Berman from
1997 until 1999;
formerly, Senior Vice
President, NB
Management from
1996 to 1999.
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CLASS II
------------------------------------------------------------------------------------------------------------
Independent Fund Directors
------------------------------------------------------------------------------------------------------------
John Cannon (75) Consultant. Formerly, 41 Independent Trustee or
Chairman, CDC Director of three series of
Investment Advisers OppenheimerFunds:
(registered investment Limited Term New York
adviser), 1993 to Municipal Fund,
January 1999; formerly, Rochester Fund
President and Chief Municipals, and
Executive Officer, AMA Oppenheimer Convertible
Investment Advisors, an Securities Fund,
affiliate of the American since 1992.
Medical Association.
------------------------------------------------------------------------------------------------------------

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NUMBER OF
PORTFOLIOS IN
FUND COMPLEX OTHER DIRECTORSHIPS
OVERSEEN BY HELD OUTSIDE FUND COMPLEX
NAME AND AGE PRINCIPAL OCCUPATION(S) DIRECTOR BY DIRECTOR
------------------------------------------------------------------------------------------

Barry Hirsch (71) Attorney-at-Law. 41 None
Formerly, Senior
Counsel, Loews
Corporation (diversified
financial corporation)
May 2002 until April
2003; formerly, Senior
Vice President,
Secretary and General
Counsel, Loews
Corporation.
------------------------------------------------------------------------------------------
Tom D. Seip (54) General Partner, Seip 41 Director, H&R Block,
Investments LP (a Inc. (financial services
private investment company) since May
partnership); formerly, 2001; Director, Forward
President and CEO, Management, Inc. (asset
Westaff, Inc. (temporary management) since 2001;
staffing), May 2001 to formerly, Director,
January 2002; Senior General Magic (voice
Executive at the Charles recognition software)
Schwab Corporation 2001 to 2002; Director,
from 1983 to 1999, E-Finance Corporation
including Chief (credit decisioning
Executive Officer, services) 1999 to 2003;
Charles Schwab formerly, Director, Save-
Investment Daily.com (micro
Management, Inc. and investing services) 1999
Trustee, Schwab Family to 2003; Director,
of Funds and Schwab Offroad Capital Inc.
Investments from 1997 (pre-public internet
to 1998 and Executive commerce company).
Vice President-Retail
Brokerage, Charles
Schwab Investment
Management from 1994
to 1997.
------------------------------------------------------------------------------------------

Jack L. Rivkin*(64) Executive Vice 41 Director, Dale Carnegie
President and Chief and Associates, Inc.
Investment Officer, (private company) since
Neuberger Berman Inc. 1998; Director, Emagin
(holding company) Corp. (public company)
since 2002 and 2003, since 1997; Director,
respectively; Executive Solbright, Inc. (private
Vice President and company) since 1998;
Chief Investment Director, Infogate, Inc.
Officer, Neuberger (private company) since
Berman since December 1997; Director, Broadway
2002 and 2003, Television Network
respectively; Director (private company)
and Chairman, NB since 2000.
Management since
December 2002;
formerly, Executive
Vice President,
Citigroup Investments,
Inc. from September
1995 to February 2002;
formerly, Executive
Vice President,
Citigroup Inc. from
September 1995 to
February 2002.
------------------------------------------------------------------------------------------

* Indicates a director who is an "interested person" within the meaning of the
1940 Act. Mr. Sundman and Mr. Rivkin are interested persons of the Funds by
virtue of the fact that each is an officer and/or director of NB Management
and Executive Vice President of Neuberger Berman. Mr. O'Brien is an
interested person of the Funds by virtue of the fact that he is a director of
Legg Mason, Inc., a wholly owned subsidiary of which, from time to time,
serves as a broker or dealer to the Funds and other funds or accounts for
which NB Management serves as investment manager.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Securities Exchange Act of 1934, as amended
("1934 Act"), Section 30(h) of the 1940 Act and Securities and Exchange
Commission ("SEC") regulations thereunder, certain of each Fund's officers and
each Fund's Directors and portfolio managers, persons owning more than 10% of
each Fund's stock and certain officers and principals of the Funds' investment
manager and sub-adviser are required to report their transactions in each Fund's
stock to the SEC and either the NYSE (with respect to Neuberger Berman Realty
Income Fund Inc.) or the AMEX (with respect to the other Funds). Based solely on
the review by each Fund of the copies of such reports received by each Fund,
each Fund believes that, during its fiscal period ended October 31, 2004, all
filing requirements applicable to such persons were met.

BOARD OF DIRECTORS AND COMMITTEE MEETINGS

The following table sets forth the number of times each Fund's Board met
during the fiscal period ended October 31, 2004. Each Director attended at least
75% of the total number of meetings of each Board and of any committee of which
he or she was a member during that period.

FUND BOARD MEETINGS HELD
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Neuberger Berman California Intermediate Municipal Fund Inc. 5
Neuberger Berman Dividend Advantage Fund Inc.(1) 5
Neuberger Berman Income Opportunity Fund Inc. 5
Neuberger Berman Intermediate Municipal Fund Inc. 5
Neuberger Berman New York Intermediate Municipal Fund Inc. 5
Neuberger Berman Real Estate Securities Income Fund Inc. 5
Neuberger Berman Realty Income Fund Inc. 5
-------------------------------------------------------------------------------

(1) The Fund commenced investment operations on March 30, 2004

The Boards have established several standing committees to oversee
particular aspects of the Funds' management. The standing committees of each
Board are described below. The Boards do not have a standing compensation
committee.

AUDIT COMMITTEE. Each Audit Committee's purposes are (a) to oversee the
accounting and financial reporting processes of the Fund and its internal
control over financial reporting and, as the Committee deems appropriate, to
inquire into the internal control over financial reporting of certain
third-party service providers; (b) to oversee the quality and integrity of the
Fund's financial statements and the independent audit thereof; (c) to oversee,
or, as appropriate, assist Board oversight of, the Fund's compliance with legal
and regulatory requirements that relate to the Fund's accounting and financial
reporting, internal control over financial reporting and independent audits; (d)
to approve prior to appointment the engagement of the Fund's independent
auditors and, in connection therewith, to review and evaluate the
qualifications, independence and performance of the Fund's independent auditors;
(e) to act as a liaison between the Fund's independent auditors and the full
Board; and (f) to prepare an audit committee report as required by Item 306 of
Regulation S-K to be included in proxy statements relating to the election of
directors/trustees. The charter of the Audit Committees was attached to the
Funds' proxy statement dated January 12, 2004. The Audit Committee of each Fund
has delegated the authority to grant pre-approval of permissible non-audit
services and all audit, review or attest engagements of the Fund's independent
auditors to the Chairman of the Audit Committee.

The Audit Committee of each Fund is composed entirely of Independent Fund
Directors who are also considered independent under the listing standards
applicable to each Fund. For each Fund, its members are John Cannon, Cornelius
T. Ryan (Chairman), Tom D. Seip and Peter P. Trapp. Members of the Audit
Committee receive additional compensation for serving on this committee. The
Report of the Audit Committees relating to the audit of Fund financial
statements for the fiscal year ended October 31, 2004 is attached hereto as
Appendix A. During the fiscal year ended October 31, 2004, the Committee of each

Fund except Neuberger Berman Dividend Advantage Fund Inc. ("Dividend Advantage
Fund") met three times before Dividend Advantage Fund commenced investment
operations and the Committee of each Fund met four times after Dividend
Advantage Fund commenced operations.

CODE OF ETHICS COMMITTEE. The Code of Ethics Committee oversees the
administration of a Fund's Code of Ethics, which restricts the personal
securities transactions of employees and officers of NB Management and Neuberger
Berman, and the Directors. For each Fund, its members are Faith Colish, C. Anne
Harvey, Robert A. Kavesh (Chairman), Howard A. Mileaf and Edward I. O'Brien. All
members except for Mr. O'Brien are Independent Fund Directors. During the fiscal
year ended October 31, 2004, the Committee of each Fund met once.

CONTRACT REVIEW COMMITTEE. The Contract Review Committee is responsible for
review and oversight of a Fund's principal contractual arrangements. For each
Fund, its members are Faith Colish (Chairwoman), Barry Hirsch, Howard A. Mileaf,
William E. Rulon and Candace L. Straight. All members are Independent Fund
Directors. During the fiscal year ended October 31, 2004, the Committee of each
Fund met twice.

EXECUTIVE COMMITTEE. The Executive Committee is responsible for acting in
an emergency when the full board is not available. It has all the powers of the
Directors when the Directors are not in session, to the extent permitted by
Maryland law. For each Fund, its members are John Cannon, Howard A. Mileaf,
Edward I. O'Brien, Jack L. Rivkin, William E. Rulon, Cornelius T. Ryan and Peter
E. Sundman (Chairman). All members except for Messrs. O'Brien, Rivkin and
Sundman are Independent Fund Directors. During the fiscal year ended October 31,
2004, the Committee of each Fund did not meet.

NOMINATING COMMITTEE. The Nominating Committee is responsible for
nominating individuals to serve as Directors, including as Independent Fund
Directors, as members of committees, and as officers of a Fund. The Committees
met to discuss matters relating to the nomination of Class III Directors with
respect to each Fund. For each Fund, its members are C. Anne Harvey
(Chairwoman), Barry Hirsch, Robert A. Kavesh, Howard A. Mileaf and Tom D. Seip.
All members are Independent Fund Directors. During the fiscal year ended October
31, 2004, the Committee of each Fund except Dividend Advantage Fund met once
before Dividend Advantage Fund commenced investment operations and the Committee
of each Fund met once after Dividend Advantage Fund commenced operations.

PORTFOLIO TRANSACTIONS COMMITTEE. The Portfolio Transactions Committee from
time to time reviews, among other things, data on the quality of execution of
portfolio trades, actual and potential uses of portfolio brokerage commissions,
agency cross-transactions, information relating to the commissions charged by
Neuberger Berman and Lehman Brothers Inc. ("Lehman Brothers") to the Funds, and
information concerning the prevailing level of commissions charged by other
brokers having comparable execution capability, reports prepared by third party
consultants regarding the execution of the Funds' trades and the consideration
given to alternative trading systems. The members of the Committee of each Fund

are Faith Colish, C. Anne Harvey, Cornelius T. Ryan, Candace L. Straight
(Chairwoman) and Peter P. Trapp. All members are Independent Fund Directors.
During the fiscal year ended October 31, 2004, the Committee of each Fund except
Dividend Advantage Fund met three times before Dividend Advantage Fund commenced
investment operations and the Committee of each Fund met once after Dividend
Advantage Fund commenced operations.

PRICING COMMITTEE. The Pricing Committee oversees the procedures for
pricing a Fund's portfolio securities and, from time to time, may be called upon
to establish or ratify the fair value of portfolio securities for which market
prices are not readily available. For each Fund, its members are John Cannon,
Edward I. O'Brien, Jack L. Rivkin (Vice Chairman), William E. Rulon and Tom D.
Seip (Chairman). All members except for Mr. Rivkin and Mr. O'Brien are
Independent Fund Directors. During the fiscal year ended October 31, 2004, the
Committee of each Fund except Dividend Advantage Fund met once before Dividend
Advantage Fund commenced investment operations. The Committee of each Fund other
than Neuberger Berman Real Estate Securities Income Fund Inc. and Neuberger
Berman Realty Income Fund Inc. met once after Dividend Advantage Fund commenced
operations; the Committees of Neuberger Berman Real Estate Securities Income
Fund Inc. and Neuberger Berman Realty Income Fund Inc. met twice after Dividend
Advantage Fund commenced operations.

INFORMATION REGARDING THE FUNDS' PROCESS FOR NOMINATING DIRECTOR CANDIDATES

NOMINATING COMMITTEE CHARTER. Each Fund's Nominating Committee is currently
reviewing a written charter.

STOCKHOLDER COMMUNICATIONS. Each Fund's Nominating Committee will consider
nominees recommended by stockholders; stockholders may send resumes of
recommended persons to the attention of Claudia A. Brandon, Secretary, Neuberger
Berman Funds, 605 Third Avenue, 21st Floor, New York, NY, 10158-0180. No nominee
recommendation has been received from a stockholder within the past 120 days.

NOMINEE QUALIFICATIONS. While there is no formal list of qualifications,
the Nominating Committees consider, among other things, whether prospective
nominees have distinguished records in their primary careers, unimpeachable
integrity, and substantive knowledge in areas important to the Boards'
operations, such as background or education in finance, auditing, securities
law, the workings of the securities markets, or investment advice. For
candidates to serve as independent directors, independence from the Funds'
investment adviser, its affiliates and other principal service providers is
critical, as is an independent and questioning mindset. The Committees also
consider whether the prospective candidates' workloads would allow them to
attend the vast majority of Board meetings, be available for service on Board
committees, and devote the additional time and effort necessary to keep up with
Board matters and the rapidly changing regulatory environment in which the Funds
operate. Different substantive areas may assume greater or lesser significance
at particular times, in light of the Boards' present composition and the
Committees' (or the Boards') perceptions about future issues and needs.

IDENTIFYING NOMINEES. The Nominating Committees consider prospective
candidates from any reasonable source. The Committees initially evaluate
prospective candidates on the basis of their resumes, considered in light of the
criteria discussed above. Those prospective candidates that appear likely to be
able to fill a significant need of the Boards would be contacted by a Committee
member by telephone to discuss the position; if there appeared to be sufficient
interest, an in-person meeting with one or more Committee members would be
arranged. If the Committees, based on the results of these contacts, believed
they had identified a viable candidate, they would air the matter with the full
group of independent Board members for input. Any request by management to meet
with the prospective candidate would be given appropriate consideration. The
Funds have not paid a fee to third parties to assist in finding nominees.

DIRECTOR ATTENDANCE AT ANNUAL MEETINGS

The Funds do not have a policy on Director attendance at the annual meeting
of stockholders. For each Fund other than Dividend Advantage Fund one Board
member attended the 2004 annual meeting of stockholders. For Dividend Advantage
Fund, the Meeting will be the first annual meeting of stockholders.

OWNERSHIP OF SECURITIES

Set forth below is the dollar range of equity securities owned by each
Director as of December 31, 2004.

AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT
DOLLAR RANGE OF COMPANIES OVERSEEN BY
EQUITY SECURITIES DIRECTOR IN FAMILY
NAME OF DIRECTOR OWNED IN EACH FUND* OF INVESTMENT COMPANIES*
-----------------------------------------------------------------------------
Independent Fund Directors
-----------------------------------------------------------------------------

John Cannon None $50,001 - $100,000
Faith Colish None Over $100,000
C. Anne Harvey None $50,001 - $100,000
Barry Hirsch None Over $100,000
Robert A. Kavesh None $10,001 - $50,000
Howard A. Mileaf None Over $100,000
William E. Rulon None $50,001 - $100,000
Cornelius T. Ryan None Over $100,000
Tom D. Seip None Over $100,000
Candace L. Straight None Over $100,000
Peter P. Trapp None $50,001 - $100,000
-----------------------------------------------------------------------------
Directors who are "Interested Persons"
-----------------------------------------------------------------------------
Edward I. O'Brien None Over $100,000
Jack L. Rivkin None $10,001 - $50,000
Peter E. Sundman None Over $100,000
-----------------------------------------------------------------------------

* Valuation as of December 31, 2004.

INDEPENDENT FUND DIRECTORS' OWNERSHIP OF SECURITIES

As of December 31, 2004, no Independent Fund Director (or his/her immediate
family members) owned securities of NB Management or securities in an entity
controlling, controlled by or under common control with NB Management (not
including registered investment companies).

OFFICERS OF THE FUNDS

The following table sets forth certain information regarding the officers
of the Funds. Except as otherwise noted, each individual has held the positions
shown in the table below for at least the last five years. The business address
of each listed person is 605 Third Avenue, New York, New York 10158. Officers of
the Funds are appointed by the Directors and serve at the pleasure of the Board.

--------------------------------------------------------------------------------------
POSITION AND LENGTH
NAME AND AGE OF TIME SERVED PRINCIPAL OCCUPATION(S)
--------------------------------------------------------------------------------------

Claudia A. Brandon (48) Secretary since Vice President-Mutual Fund Board
Inception* Relations, NB Management since
2000; Vice President, Neuberger
Berman since 2002 and employee
since 1999; formerly, Vice
President, NB Management from
1986 to 1999; Secretary, fourteen
registered investment companies for
which NB Management acts as
investment manager and
administrator (four since 2002, three
since 2003 and four since 2004).
--------------------------------------------------------------------------------------
Philip R. Carroll (70) Chief Vice President, Neuberger Berman
Compliance since 2002; Associate General
Officer since Counsel, Neuberger Berman since
2004 2001; Director-Mutual Fund
Compliance, NB Management since
1995; Chief Legal Officer, fourteen
registered investment companies for
which NB Management acts as
investment manager and
administrator (ten since 2003, four
since 2004); Chief Compliance
Officer, fourteen registered
investment companies for which
NB Management acts as investment
manager and administrator
(fourteen since 2004) and Lehman
Brothers/First Trust Income
Opportunity Fund.
--------------------------------------------------------------------------------------

----------------------------------------------------------------------------------
POSITION AND LENGTH
NAME AND AGE OF TIME SERVED PRINCIPAL OCCUPATION(S)
----------------------------------------------------------------------------------

Robert Conti (48) Vice President Senior Vice President, Neuberger
since Inception* Berman since 2003; formerly, Vice
President, Neuberger Berman from
1999 to 2003; Senior Vice
President, NB Management since
2000; formerly, Controller, NB
Management until 1996; formerly,
Treasurer, NB Management from
1996 to 1999; Vice President,
fourteen registered investment
companies for which NB
Management acts as investment
manager and administrator (three
since 2000, four since 2002, three
since 2003 and four since 2004).
----------------------------------------------------------------------------------
Brian J. Gaffney (51) Vice President Managing Director, Neuberger
since Inception* Berman since 1999; Senior Vice
President, NB Management since
2000; formerly, Vice President,
NB Management from 1997 until
1999; Vice President, fourteen
registered investment companies
for which NB Management acts
as investment manager and
administrator (three since 2000,
four since 2002, three since 2003
and four since 2004).
----------------------------------------------------------------------------------
Sheila R. James (39) Assistant Employee, Neuberger Berman
Secretary since since 1999; formerly, Employee,
Inception* NB Management from 1991 to
1999; Assistant Secretary, fourteen
registered investment companies
for which NB Management acts
as investment manager and
administrator (seven since 2002,
three since 2003 and four
since 2004).
----------------------------------------------------------------------------------

Kevin Lyons (49) Assistant Employee, Neuberger Berman
Secretary since since 1999; formerly, Employee,
2003 NB Management from 1993 to
1999; Assistant Secretary, fourteen
registered investment companies
for which NB Management acts as
investment manager and
administrator (ten since 2003 and
four since 2004).
----------------------------------------------------------------------------------
John M. McGovern (34) Assistant Vice President, Neuberger Berman
Treasurer since since January 2004; Employee, NB
Inception* Management since 1993; Assistant
Treasurer, fourteen registered
investment companies for which
NB Management acts as investment
manager and administrator (seven
since 2002, three since 2003 and
four since 2004).
----------------------------------------------------------------------------------
Barbara Muinos (46) Treasurer and Vice President, Neuberger Berman
Principal since 1999; formerly, Assistant
Financial and Vice President, NB Management
Accounting from 1993 to 1999; Treasurer and
Officer since Principal Financial and Accounting
Inception* Officer, fourteen registered
investment companies for which
NB Management acts as
investment manager and
administrator (seven since 2002,
three since 2003 and four since
2004); formerly, Assistant
Treasurer of three registered
investment companies for
which NB Management acts as
investment manager and
administrator from 1996 to 2002.
----------------------------------------------------------------------------------

Frederic B. Soule (58) Vice President Senior Vice President, Neuberger
since Inception* Berman since 2003; formerly, Vice
President, Neuberger Berman from
1999 to 2003; formerly, Vice
President, NB Management from
1995 to 1999; Vice President,
fourteen registered investment
companies for which NB
Management acts as investment
manager and administrator (three
since 2000, four since 2002, three
since 2003 and four since 2004).
----------------------------------------------------------------------------------

* Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger
Berman Intermediate Municipal Fund Inc. and Neuberger Berman New York
Intermediate Municipal Fund Inc. commenced operations in 2002. Neuberger
Berman Income Opportunity Fund Inc., Neuberger Berman Real Estate Securities
Income Fund Inc. and Neuberger Berman Realty Income Fund Inc. commenced
operations in 2003. Dividend Advantage Fund commenced operations in 2004.

COMPENSATION OF DIRECTORS

The following table sets forth information concerning the compensation of
the Funds' Directors. The Funds do not have any retirement plan for their
Directors. For the fiscal year ended October 31, 2004, the Directors received
the amounts set forth in the following table from each of Neuberger Berman
California Intermediate Municipal Fund Inc., Neuberger Berman Income Opportunity
Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman
New York Intermediate Municipal Fund Inc., Neuberger Berman Real Estate
Securities Income Fund Inc., and Neuberger Berman Realty Income Fund Inc.
Dividend Advantage Fund has not completed a full fiscal year since its
organization. The estimated compensation that the Directors will receive from
that Fund for the fiscal year ending October 31, 2005 is set forth in the
following table. For the calendar year ended December 31, 2004, the Directors
received the compensation set forth in the following table for serving as
Trustees or Directors of investment companies in the "Fund Complex." Each
officer and Director who is a director, officer or employee of NB Management,
Neuberger Berman or any entity controlling, controlled by or under common
control with NB Management or Neuberger Berman serves as a Fund Director and/or
officer without any compensation from the Funds.

TABLE OF COMPENSATION

TOTAL COMPENSATION
FROM REGISTERED
ACTUAL ESTIMATED INVESTMENT COMPANIES IN THE
COMPENSATION COMPENSATION NEUBERGER BERMAN FUND
FOR FISCAL FOR FISCAL COMPLEX PAID TO DIRECTORS
NAME AND POSITION YEAR ENDING YEAR ENDING FOR CALENDAR YEAR ENDED
WITH EACH FUND 10/31/04* 10/31/05** 12/31/04
----------------------------------------------------------------------------------------------
Independent Fund Directors
----------------------------------------------------------------------------------------------

John Cannon
Director $2,266 $2,395 $ 91,000
Faith Colish
Director $2,498 $2,237 $ 92,500
C. Anne Harvey
Director $2,498 $2,237 $ 92,500
Barry Hirsch
Director $2,300 $2,237 $ 85,000
Robert A. Kavesh
Director $2,300 $2,237 $ 85,000
Howard A. Mileaf
Director $2,300 $2,237 $ 85,000
William E. Rulon
Director $1,906 $2,237 $ 70,000
Cornelius T. Ryan
Director $2,762 $2,526 $103,500
Tom D. Seip
Director $2,436 $2,395 $ 91,000
Candace L. Straight
Director $2,498 $2,237 $ 92,500
Peter P. Trapp
Director $2,661 $2,395 $ 98,500
----------------------------------------------------------------------------------------------
Directors who are "Interested Persons"
----------------------------------------------------------------------------------------------
Edward I. O'Brien
Director $2,498 $2,237 $ 92,500
Jack L. Rivkin
Director and President $ 0 $ 0 $ 0
Peter E. Sundman
Director, Chairman of
the Board and Chief
Executive Officer $ 0 $ 0 $ 0
----------------------------------------------------------------------------------------------

* This column only applies to the following Funds, which have each completed a
full fiscal year: Neuberger Berman California Intermediate Municipal Fund
Inc., Neuberger Berman Income Opportunity Fund Inc., Neuberger Berman
Intermediate Municipal Fund Inc., Neuberger Berman New York Intermediate
Municipal Fund Inc., Neuberger Berman Real Estate Securities Income Fund
Inc., and Neuberger Berman Realty Income Fund Inc.

** This column only applies to Dividend Advantage Fund, which has not completed
a full fiscal year.

VOTE REQUIRED

With respect to each Fund, Robert A. Kavesh, William E. Rulon, Candace L.
Straight, and Edward I. O'Brien must be elected by the holders of a majority of
the Fund's outstanding Common Shares and Preferred Shares, voting together. With
respect to each Fund, Howard A. Mileaf must be elected by the holders of a
majority of the outstanding Preferred Shares, voting separately from the holders
of the Common Shares.

THE BOARD OF DIRECTORS OF EACH FUND UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" EACH NOMINEE.

INFORMATION ON THE FUNDS' INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Ernst & Young LLP ("Ernst & Young") audited the financial statements for
the fiscal year ended October 31, 2004 for Neuberger Berman California
Intermediate Municipal Fund Inc., Neuberger Berman Income Opportunity Fund Inc.,
Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman New York
Intermediate Municipal Fund Inc., Neuberger Berman Real Estate Securities Income
Fund Inc., and Neuberger Berman Realty Income Fund Inc. and for the fiscal
period ended October 31, 2004 for Dividend Advantage Fund. Ernst & Young, 200
Clarendon Street, Boston, MA 02116, serves as the independent registered public
accounting firm for each Fund and provides audit services, tax compliance
services and assistance and consultation in connection with the review of each
Fund's filings with the SEC. In the opinion of the Audit Committees, the
services provided by Ernst & Young are compatible with maintaining the
independence of the Funds' independent registered public accounting firm. The
Board of Directors of each Fund has selected Ernst & Young as the independent
registered public accounting firm for the Fund for the fiscal year ending
October 31, 2005. Ernst & Young has served as each Fund's independent auditors
since the Fund's inception. Ernst & Young has informed the Funds that it has no
material direct or indirect financial interest in any Fund.

Representatives of Ernst & Young are not expected to be present at the
Meeting but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.

AUDIT FEES

The aggregate fees billed by Ernst & Young for the audit of the annual
financial statements of the Funds for the fiscal years or periods ended October
31, 2003 and October 31, 2004 and for the review of the financial statements
included in the Funds' regulatory filings were as shown in the table below.

AUDIT FEES BILLED
----------------------------------
FISCAL YEAR OR FISCAL YEAR OR
PERIOD ENDED PERIOD ENDED
FUND 10/31/03 10/31/04
----------------------------------------------------------------------------------------

Neuberger Berman
California Intermediate Municipal Fund Inc. $56,000 $31,250
Neuberger Berman Dividend Advantage Fund Inc.(1) N/A $49,750
Neuberger Berman Income Opportunity Fund Inc.(2) $54,000 $31,250
Neuberger Berman Intermediate Municipal Fund Inc. $56,000 $31,250
Neuberger Berman
New York Intermediate Municipal Fund Inc. $56,000 $31,250
Neuberger Berman
Real Estate Securities Income Fund Inc.(3) $34,000 $31,250
Neuberger Berman Realty Income Fund Inc.(4) $74,000 $31,250
----------------------------------------------------------------------------------------

AUDIT-RELATED FEES

The aggregate audit-related fees billed by Ernst & Young for the fiscal
years or periods ended October 31, 2003 and October 31, 2004, for performing
agreed-upon procedures for the Preferred Shares of each Fund were as shown in
the table below.

AUDIT-RELATED FEES BILLED
----------------------------------
FISCAL YEAR OR FISCAL YEAR OR
PERIOD ENDED PERIOD ENDED
FUND 10/31/03 10/31/04
----------------------------------------------------------------------------------------

Neuberger Berman
California Intermediate Municipal Fund Inc. $1,667 $5,000
Neuberger Berman Dividend Advantage Fund Inc.(1) N/A N/A
Neuberger Berman Income Opportunity Fund Inc.(2) N/A N/A
Neuberger Berman Intermediate Municipal Fund Inc. $1,667 $5,000
Neuberger Berman
New York Intermediate Municipal Fund Inc. $1,666 $5,000
Neuberger Berman
Real Estate Securities Income Fund Inc.(3) N/A $5,000
Neuberger Berman Realty Income Fund Inc.(4) N/A $5,000
----------------------------------------------------------------------------------------

TAX FEES

The aggregate fees billed by Ernst & Young for the fiscal years or periods
ended October 31, 2003 and October 31, 2004, for tax compliance, tax advice, and
tax planning were as shown in the table below.

TAX FEES BILLED
----------------------------------
FISCAL YEAR OR FISCAL YEAR OR
PERIOD ENDED PERIOD ENDED
FUND 10/31/03 10/31/04
----------------------------------------------------------------------------------------

Neuberger Berman
California Intermediate Municipal Fund Inc. $ 8,000 $8,700
Neuberger Berman Dividend Advantage Fund Inc.(1) N/A $8,700
Neuberger Berman Income Opportunity Fund Inc.(2) $ 8,000 $8,700
Neuberger Berman Intermediate Municipal Fund Inc. $ 8,000 $8,700
Neuberger Berman
New York Intermediate Municipal Fund Inc. $10,450 $8,700
Neuberger Berman
Real Estate Securities Income Fund Inc.(3) $ 8,000 $8,700
Neuberger Berman Realty Income Fund Inc.(4) $ 8,000 $8,700
----------------------------------------------------------------------------------------

ALL OTHER FEES

Aggregate fees billed by Ernst & Young during the fiscal years or periods
ended October 31, 2003 and October 31, 2004 for other services provided to the
Funds were as shown in the table below.

ALL OTHER FEES
----------------------------------
FISCAL YEAR OR FISCAL YEAR OR
PERIOD ENDED PERIOD ENDED
FUND 10/31/03 10/31/04
----------------------------------------------------------------------------------------

Neuberger Berman
California Intermediate Municipal Fund Inc. $ 0 $ 0
Neuberger Berman Dividend Advantage Fund Inc.(1) N/A $ 0
Neuberger Berman Income Opportunity Fund Inc.(2) $ 0 $ 0
Neuberger Berman Intermediate Municipal Fund Inc. $ 0 $ 0
Neuberger Berman
New York Intermediate Municipal Fund Inc. $ 0 $ 0
Neuberger Berman
Real Estate Securities Income Fund Inc.(3) $ 0 $ 0
Neuberger Berman Realty Income Fund Inc.(4) $ 0 $ 0
----------------------------------------------------------------------------------------

Aggregate fees billed by Ernst & Young during the fiscal years or periods
ended October 31, 2003 and October 31, 2004 for non-audit services to the Funds,
NB Management and Neuberger Berman were as shown in the table below.

AGGREGATE NON-AUDIT FEES*
----------------------------------
FISCAL YEAR OR FISCAL YEAR OR
PERIOD ENDED PERIOD ENDED
FUND 10/31/03 10/31/04
----------------------------------------------------------------------------------------

Neuberger Berman
California Intermediate Municipal Fund Inc. $242,704 $269,750
Neuberger Berman Dividend Advantage Fund Inc.(1) $241,037 $264,750
Neuberger Berman Income Opportunity Fund Inc.(2) $241,037 $264,750
Neuberger Berman Intermediate Municipal Fund Inc. $242,704 $269,750
Neuberger Berman
New York Intermediate Municipal Fund Inc. $245,153 $269,750
Neuberger Berman
Real Estate Securities Income Fund Inc.(3) $241,037 $269,750
Neuberger Berman Realty Income Fund Inc.(4) $241,037 $269,750
----------------------------------------------------------------------------------------

* Because this is a combined proxy for multiple Funds, the aggregate total of
the fees billed to NB Management and Neuberger Berman is included in each
Fund's Aggregate Non-Audit Fees in this table.

Each Audit Committee has considered these fees and the nature of the
services rendered, and has concluded that they are compatible with maintaining
the independence of Ernst & Young. The Audit Committees did not approve any of
the services described above pursuant to the "de minimis exceptions" set forth
in Rule 2-01(c)(7)(i)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X. Ernst &
Young did not provide any audit-related services, tax services or other
non-audit services to NB Management or Neuberger Berman that the Audit
Committees were required to approve pursuant to Rule 2-01(c)(7)(ii) of
Regulation S-X.

(1) The Fund commenced investment operations on March 30, 2004.

(2) The Fund commenced investment operations on July 2, 2003.

(3) The Fund commenced investment operations on October 31, 2003.

(4) The Fund commenced investment operations on April 29, 2003.

OTHER MATTERS

No business, other than as set forth above, is expected to come before the
Meeting. Should any other matters requiring a vote of stockholders properly come
before the Meeting, the persons named in the enclosed proxy will vote thereon in
accordance with their best judgment in the interests of each respective Fund.

STOCKHOLDER PROPOSALS

Each Fund's Bylaws require stockholders wishing to nominate Directors or
make proposals to be voted on at the Fund's annual meeting to provide notice of
the nominations or proposals in writing delivered or mailed by first class
United States mail, postage prepaid, to the Secretary of the Fund. The Secretary
must receive the nomination or proposal not less than 90 days in advance of the
anniversary of the date of the Fund's proxy statement released to stockholders
in connection with the previous year's annual meeting. In order to be considered
at a Fund's 2006 annual meeting, stockholder nominations and proposals must be
received by the Fund no later than November 6, 2005 and must satisfy the other
requirements of the federal securities laws. The chairperson of the Meeting may
refuse to acknowledge a nomination or other proposal by a stockholder that is
not made in the manner described above.

NOTICE TO BANKS, BROKER-DEALERS AND VOTING
TRUSTEES AND THEIR NOMINEES

Please advise the Funds, at 605 Third Avenue New York, New York 10158,
whether other persons are beneficial owners of shares for which proxies are
being solicited and, if so, the number of copies of the Proxy Statement you wish
to receive in order to supply copies to such beneficial owners of shares.

By order of the Boards of Directors,

/s/ Claudia A. Brandon
Secretary

Dated: February 4, 2005

This page is intentionally left blank.

APPENDIX A

AUDIT COMMITTEE REPORT

NEUBERGER BERMAN DIVIDEND ADVANTAGE FUND INC.
NEUBERGER BERMAN INCOME OPPORTUNITY FUND INC.
NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC.
NEUBERGER BERMAN CALIFORNIA INTERMEDIATE MUNICIPAL FUND INC.
NEUBERGER BERMAN NEW YORK INTERMEDIATE MUNICIPAL FUND INC.
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC.
NEUBERGER BERMAN REALTY INCOME FUND INC.
(COLLECTIVELY, THE "FUNDS")

The Audit Committees of the Boards of Directors of the Funds operate
pursuant to a Charter, which sets forth the role of the Audit Committee in each
Fund's financial reporting process. Pursuant to the Charter, the role of the
Audit Committee is to oversee the Funds' accounting and financial reporting
processes and the quality and objectivity of the Funds' financial statements and
the independent audit of those financial statements. The Committee is
responsible for, among other things, selection of the auditors and reviewing the
scope and results of each Fund's annual audit with the Fund's independent
auditors. Fund management is responsible for the preparation, presentation and
integrity of the Funds' financial statements and for the procedures designed to
assure compliance with accounting standards and applicable laws and regulations.
The independent auditors for the Fund are responsible for planning and carrying
out proper audits and reviews.

The Audit Committee met on December 14, 2004 to review each Fund's audited
financial statements for the fiscal period ended October 31, 2004. In performing
this oversight function, the Audit Committee has reviewed and discussed the
audited financial statements with the Funds' management and their independent
auditors, Ernst & Young, LLP ("E&Y"). The Audit Committee has discussed with E&Y
the matters required to be discussed by Statement on Auditing Standards No. 61,
and has received the written disclosures and the letter from E&Y required by
Independence Standards Board Standard No. 1. The Audit Committee also has
discussed with E&Y its independence.

The members of the Audit Committee are not experts in the fields of
auditing or accounting and are not employed by the Funds for accounting,
financial management or internal control purposes. Members of the Audit
Committee rely without independent verification on the information provided and
the representations made to them by management and E&Y.

A-1

Based upon this review and related discussions, and subject to the
limitation on the role and responsibilities of the Audit Committee set forth
above and in the Charter, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in each Fund's
Annual Report to Stockholders for the fiscal period ended October 31, 2004, for
filing with the Securities and Exchange Commission.

The members of the Audit Committee are listed below. Each has been
determined to be independent pursuant to American Stock Exchange Rule 121B(b)(1)
and New York Stock Exchange Rule 303.01.

John Cannon
Walter G. Ehlers*
Cornelius T. Ryan (Chairman)
Tom D. Seip
Peter P. Trapp

December 14, 2004

----------------

* Retired from the Boards of Directors of all Funds, effective December 31,
2004.

A-2

[LOGO: NEUBERGER BERMAN]
A Lehman Brothers Company

Neuberger Berman Management Inc.
605 Third Avenue 2nd floor
New York, New York 10158-0180

www.nb.com

P06661
D0527 02/05

PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MARCH 8, 2005

FUND NAME PRINTS HERE

The undersigned appoints as proxies Robert Conti, Frederic B. Soule and Claudia
A. Brandon, and each of them (with power of substitution), to vote all the
undersigned's shares of common stock in the Neuberger Berman closed-end funds
listed above at the Annual Meeting of Stockholders to be held on March 8, 2005,
at 2:30 p.m. Eastern Time at the offices of Neuberger Berman, LLC, 605 Third
Avenue, 41st Floor, New York, New York 10158-3698, and any adjournments thereof
("Meeting"), with all the power the undersigned would have if personally
present. Receipt of the Notice of Annual Meeting of Stockholders and Proxy
Statement is acknowledged by your execution of this proxy. WITH RESPECT TO EACH
OF THE NEUBERGER BERMAN CLOSED-END FUNDS LISTED ABOVE, THIS PROXY IS BEING
SOLICITED ON BEHALF OF ITS BOARD OF DIRECTORS.

The shares of common stock represented by this proxy will be voted as
instructed. UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO
GRANT AUTHORITY TO VOTE "FOR" THE PROPOSAL SPECIFIED ON THE REVERSE SIDE. THIS
PROXY ALSO GRANTS DISCRETIONARY POWER TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY
SHARES YOU OWN. PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE.

Date: ___________________ , 2005

Signature (owner, trustee, custodian, etc.) (PLEASE SIGN IN THE BOX)

----------------------------------------------------------------------

Please sign exactly as name appears hereon. If shares are held in the
name of two or more persons, any may sign. Attorneys-in-fact, executors,
administrators, etc. should so indicate. If the stockholder is a
corporation or partnership, please sign in full corporate or partnership
name by authorized person. cnbcef-jh

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES OF STOCK YOU OWN.

PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. /X/

1. To elect four Class III Directors to serve until the annual meeting of
stockholders in 2008, or until their successors are elected and qualified:

ALL FUNDS FOR ALL WITHHOLD ALL FOR ALL EXCEPT*

(01) Robert A. Kavesh
(02) Edward I. O'Brien / / / / / /
(03) William E. Rulon
(04) Candace L. Straight

*TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S), MARK THE BOX "FOR ALL EXCEPT"
AND WRITE ON THE LINE BELOW THE NUMBER(S) OF THE NOMINEE(S) FOR WHOM YOU DO NOT
WANT TO VOTE.

------------------------------------

IF YOU PLAN TO ATTEND THE MEETING, PLEASE CALL 1-877-461-1899.

PLEASE SIGN ON THE REVERSE SIDE.
cnbcef-jh

PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MARCH 8, 2005

FUND NAME PRINTS HERE

Receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement is
acknowledged by your execution of this proxy. WITH RESPECT TO EACH OF THE
NEUBERGER BERMAN CLOSED-END FUNDS LISTED ABOVE, THIS PROXY IS BEING SOLICITED ON
BEHALF OF ITS BOARD OF DIRECTORS.

The shares of preferred stock represented by this proxy will be voted as
instructed. UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO
GRANT AUTHORITY TO VOTE "FOR" THE PROPOSAL SPECIFIED ON THE REVERSE SIDE. THIS
PROXY ALSO GRANTS DISCRETIONARY POWER TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY
SHARES YOU OWN. PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE.

Date: ___________________, 2005

Signature (owner, trustee, custodian, etc.) (PLEASE SIGN IN THE BOX)
--------------------------------------------------------------------

--------------------------------------------------------------------
Please sign exactly as name appears hereon. If shares are held in
the name of two or more persons, any may sign. Attorneys-in-fact,
executors, administrators, etc. should so indicate. If the
stockholder is a corporation or partnership, please sign in full
corporate or partnership name by authorized person.
cnbcef - jh P

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES OF STOCK YOU OWN.
PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. /X/

1. To elect five Class III Directors to serve until the annual meeting of
stockholders in 2008, or until their successors are elected and qualified:

ALL FUNDS FOR ALL WITHHOLD ALL FOR ALL EXCEPT*

(01) Robert A. Kavesh / / / / / /
(02) Howard A. Mileaf
(03) Edward I. O'Brien
(04) William E. Rulon
(05) Candace L. Straight

*TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S), MARK THE BOX "FOR ALL EXCEPT"
AND WRITE ON THE LINE BELOW THE NUMBER(S) OF THE NOMINEE(S) FOR WHOM YOU DO NOT
WANT TO VOTE.

--------------------------------------------------------------

IF YOU PLAN TO ATTEND THE MEETING, PLEASE CALL 1-877-461-1899.

PLEASE SIGN ON THE REVERSE SIDE.

cnbcef-jh P