SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NEUBERGER BERMAN REALTY INCOME 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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[NEUBERGER BERMAN LOGO]
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 INCOME 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 Income Opportunity Fund Inc., Neuberger Berman 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., and Neuberger Berman Realty Income Fund
Inc. (each, a "Fund" and collectively, the "Funds"), will be held on Tuesday,
March 2, 2004, at 11:00 a.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 II 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 2007, 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 December 15, 2003
("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). However, 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: January 12, 2004
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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, there will be several proxy cards
enclosed. Please fill out and return each one.
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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[NEUBERGER BERMAN LOGO]
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 INCOME 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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PROXY STATEMENT
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Annual Meeting of Stockholders
March 2, 2004
INTRODUCTION
This Proxy Statement is furnished to the stockholders of 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 Income 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 2, 2004, at 11:00 a.m. Eastern time at the offices
of Neuberger Berman, LLC, 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 January 12, 2004.
If the enclosed form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. 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 or by attending the Meeting and voting in person.
However, if no instructions are specified on a proxy, shares will be voted
"FOR" the election of each nominee for Director and "FOR" or
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"AGAINST" any other matters acted upon at the Meeting in the discretion of the
persons named as proxies.
The close of business on December 15, 2003, 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 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
Income Fund Inc. 4,578,983 1,680
Neuberger Berman Real Estate
Securities Income Fund Inc.* 33,266,981 0
Neuberger Berman Realty
Income Fund Inc. 27,372,139 9,120
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* As of the Record Date, Neuberger Berman Real Estate Securities Income Fund
Inc. had no Preferred Shares outstanding.
All of each Fund's outstanding Common Shares and Preferred Shares will
vote together as a single class to elect four of the Class II Directors. As
described herein under the section entitled "Election of Directors --
Proposal," the Preferred Shares of each Fund will vote separately from the
Common Shares to elect one additional Class II Director. As to any other
business that may properly come before the Meeting or any adjournments thereof,
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
("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.
The solicitation is made primarily by the mailing of this Proxy Statement
and the accompanying proxy. Supplementary solicitations may be made by mail,
telephone, 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
4
manager and administrator and is located at 605 Third Avenue, 2nd Floor, New
York, New York 10158-0180. 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 each respective Fund.
The presence at the Meeting, in person or by proxy, of stockholders
entitled to cast 33 1/3% of the votes is required for a quorum. The affirmative
vote of a plurality 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 II
Directors. The affirmative vote of a plurality of a Fund's outstanding
Preferred Shares, voting separate from the Common Shares, is required to elect
one additional Class II 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), if a quorum is present at the Meeting but
sufficient votes to approve a proposed item are not received, 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, in the absence of a quorum, the holders of a majority
of shares entitled to vote at the Meeting and present in person or by proxy,
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
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adjournment but will have no effect on the election of the Directors because
the required vote is a plurality of the votes cast.
As of December 15, 2003, the Funds do not know of any person who owns
beneficially or of record 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 December 15, 2003.
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, LLC, 605 Third Avenue, New York, New York
10158-3698, as sub-adviser with respect to each Fund. As of September 30, 2003,
the Neuberger Berman affiliates had approximately $65.6 billion in assets under
management. On October 31, 2003, Neuberger Berman, LLC and NB Management became
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 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 Income Fund
Inc., Neuberger Berman Real Estate Securities Income Fund Inc., and Neuberger
Berman Realty Income Fund Inc. for the fiscal year or period, as applicable,
ended October 31, 2003, including 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.
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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,
2004 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, Barry Hirsch, is
a Class II Director currently up for election. The other is a Class III
Director up for election in 2005. The Class III Director is not a nominee to be
considered at the Meeting.
The term of each current Class II Director expires in 2004, 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 10, 2003, the Boards of Directors received the
recommendation of the Nominating Committees. After discussion and consideration
of, among other things, the backgrounds of the incumbents, each Fund's Board
voted to nominate John Cannon, Barry Hirsch, Jack L. Rivkin, John P. Rosenthal
and Tom D. Seip for election as Class II Directors with a term expiring in
2007. At that meeting, each Fund's Board of Directors also established a policy
that at least two-thirds 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.
7
It is the intention of the persons named in the enclosed form of proxy 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 of the Directors 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 2004 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 II
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Independent Fund Directors*
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John Cannon Consultant. Formerly, 38 Independent Trustee or
(73) Chairman and Chief Director of three series
Investment Officer, CDC of OppenheimerFunds:
Capital Management Limited Term New
(registered investment York Municipal Fund,
adviser), 1993-January Rochester Fund
1999; prior thereto, Municipals, and
President and Chief Oppenheimer Convertible
Executive Officer, AMA Securities Fund since
Investment Advisors, an 1992.
affiliate of the American
Medical Association.
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Barry Hirsch Attorney-at-law. Formerly, 38 None
(70) Senior Counsel, Loews
Corporation (diversified
financial corporation)
May 2002 until April
2003; prior thereto, Senior
Vice President, Secretary
and General Counsel,
Loews Corporation.
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8
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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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John P. Senior Vice President, 38 Director, 92nd Street Y
Rosenthal (71) Burnham Securities Inc. (non-profit) since 1967;
(a registered broker-dealer) Formerly, Director,
since 1991. Cancer Treatment
Holdings, Inc.
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Tom D. General Partner, Seip 38 Director, H&R Block,
Seip (53) Investments LP (a private Inc. (financial services
investment partnership); company) since May
Formerly, President and 2001; Director, Forward
CEO, Westaff, Inc. Management, Inc. (asset
(temporary staffing), May management) since 2001;
2001 to January 2002; Formerly, Director,
Senior Executive at the General Magic (voice
Charles Schwab recognition software)
Corporation from 1983 to 2001-2002; Director,
1999, including Chief E-Finance Corporation
Executive Officer, Charles (credit decisioning
Schwab Investment services) 1999-2003;
Management, Inc. and Director, Save-Daily.com
Trustee, Schwab Family (micro investing
of Funds and Schwab services) 1999-2003;
Investments from 1997 Director, Offroad Capital
to 1998 and Executive Inc. (pre-public internet
Vice President-Retail commerce company).
Brokerage, Charles
Schwab Investment
Management from 1994
to 1997.
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9
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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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Director who is an "Interested Person"
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Jack L. Rivkin** Executive Vice President 38 Director, Dale Carnegie
(63) of Neuberger Berman Inc. and Associates, Inc.
(holding company) since (private company) since
2002; Executive Vice 1998; Director, Emagin
President and Chief Corp. (public company)
Investment Officer, since 1997; Director,
Neuberger Berman Solbright, Inc. (private
since 2002 and 2003, company) since 1998;
respectively; Director and Director, Infogate, Inc.
Chairman, NB Management (private company)
since December 2002; since 1997.
Formerly, Executive Vice
President, Citigroup
Investments, Inc. from
September 1995 to
February 2002; Executive
Vice President, Citigroup
Inc. from September 1995
to February 2002.
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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 Counsel, Carter Ledyard 38 Director, American Bar
(68) & Millburn LLP (law Retirement Association
firm) since October 2002; (ABRA) since 1997
Formerly, Attorney at (not-for-profit
Law and President, Faith membership association).
Colish, A Professional
Corporation, 1980
to 2002.
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10
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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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C. Anne Harvey Consultant, C. A. Harvey 38 Formerly, Member,
(66) Associates, since June Individual Investors
2001; Formerly, Director, Advisory Committee to
AARP, 1978 to the New York Stock
December 2001. Exchange Board of
Directors, 1998 to June
2002; President, Board
of Associates to The
National Rehabilitation
Hospital's Board of
Directors, 2002;
Member, American
Savings Education
Council's Policy Board
(ASEC), 1998-2000;
Member, Executive
Committee, Crime
Prevention Coalition of
America, 1997-2000.
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Cornelius T. Founding General Partner, 38 Director, Capital Cash
Ryan (72) Oxford Partners and Management Trust
Oxford Bioscience (money market fund),
Partners (venture Naragansett Insured
capital partnerships) Tax-Free Income Fund,
and President, Oxford Rocky Mountain Equity
Venture Corporation. Fund, Prime Cash
Fund and QuadraMed
Corporation (NASDAQ).
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Peter P. Trapp Regional Manager for 38 None
(59) Atlanta Region, Ford
Motor Credit Company
since August 1997;
prior thereto, President,
Ford Life Insurance
Company, April 1995
until August 1997.
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11
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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
- ---------------------------------------------------------------------------------------------------------------
Director who is an "Interested Person"
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Peter E. Executive Vice President, 38 Director and Vice
Sundman** Neuberger Berman Inc. President, Neuberger &
(44) (holding company) since Berman Agency, Inc.
1999; President and since 2000. Formerly,
Director, NB Management Director, Neuberger
since 1999; Executive Berman Inc. from
Vice President, Neuberger October 1999 through
Berman since 1999; Head March 2003.
of Neuberger Berman
Inc.'s Mutual Funds and
Institutional Business
since 1999; Formerly,
Principal, Neuberger
Berman from 1997
until 1999; Senior
Vice President, NB
Management from
1996 until 1999.
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CLASS III
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Independent Fund Directors*
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Walter G. Ehlers Consultant; Retired 38 None
(70) President and Trustee,
Teachers Insurance &
Annuity (TIAA) and
College Retirement
Equities Fund (CREF).
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Robert A. Marcus Nadler Professor 38 Director, DEL
Kavesh (76) of Finance and Economics Laboratories, Inc.
Emeritus, New York (cosmetics and
University, Stern School pharmaceuticals)
of Business. since 1978; Director,
The Caring Community
(not-for-profit).
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12
- ---------------------------------------------------------------------------------------------------------------
Number of
Portfolios in
Fund Complex Other Directorships
Overseen by Held Outside Fund Complex
Name and Age Principal Occupation(s) Director by Director
- ---------------------------------------------------------------------------------------------------------------
Howard A. Retired. Formerly, Vice 38 Director, WHX
Mileaf (67) President and Special Corporation (holding
Counsel, WHX company) since
Corporation (holding August 2002; Director,
company) 1993-2001. 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).
- ---------------------------------------------------------------------------------------------------------------
William E. Retired. Senior Vice 38 Director, Pro-Kids Golf
Rulon (71) President, Foodmaker, Inc. and Learning Academy
(operator and franchiser (teach golf and computer
of restaurants) until usage to "at risk"
January 1997. children) since 1998;
Formerly, Director,
Prandium, Inc.
(restaurants) from March
2001 until July 2002.
- ---------------------------------------------------------------------------------------------------------------
Candace L. Private investor and 38 Director, Providence
Straight (56) consultant specializing in Washington (property
the insurance industry; and casualty insurance
Formerly, Advisory company) since
Director, Securitas Capital December 1998;
LLC (a global private Director, Summit Global
equity investment firm Partners (insurance
dedicated to making brokerage firm) since
investments in the October 2000.
insurance sector), 1998
until December 2002.
- ---------------------------------------------------------------------------------------------------------------
13
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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
- ----------------------------------------------------------------------------------------
Director who is an "Interested Person"
- ----------------------------------------------------------------------------------------
Edward I. Formerly, Member, 38 Director, Legg Mason,
O'Brien** (75) Investment Policy Inc. (financial services
Committee, Edward Jones holding company) since
1993-2001; President, 1993; Formerly, Director,
Securities Industry Boston Financial Group
Association ("SIA") (real estate and tax
(securities industry's shelters) 1993-1999.
representative in
government relations and
regulatory matters at the
federal and state levels)
1974-1992; Adviser to
SIA, November 1992-
November 1993.
- ----------------------------------------------------------------------------------------
* 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.
** 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.
14
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 New York Stock Exchange (with respect to
Neuberger Berman Real Estate Income Fund Inc. and Neuberger Berman Realty
Income Fund Inc.) or the American Stock Exchange (with respect to the other
Funds). Based solely on the review by 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 Income Fund Inc., Neuberger
Berman Real Estate Securities Income Fund Inc., and Neuberger Berman Realty
Income Fund Inc. of the copies of such reports received by each such Fund, each
Fund believes that, during its fiscal period ended October 31, 2003, 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, 2003. 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, except Messrs. Trapp and Seip.
Fund Board Meetings Held
- -------------------------------------------------------------------------------------
Neuberger Berman California Intermediate Municipal Fund Inc. 5
Neuberger Berman Income Opportunity Fund Inc.(1) 4
Neuberger Berman Intermediate Municipal Fund Inc. 5
Neuberger Berman New York Intermediate Municipal Fund Inc. 5
Neuberger Berman Real Estate Income Fund Inc. 5
Neuberger Berman Real Estate Securities Income Fund Inc.(2) 1
Neuberger Berman Realty Income Fund Inc.(3) 4
- -------------------------------------------------------------------------------------
(1) The Fund commenced investment operations on July 2, 2003.
(2) The Fund commenced investment operations on October 31, 2003.
(3) The Fund commenced investment operations on April 29, 2003.
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 Contract Review Committee, Executive Committee
and Pricing Committee of each Board described below did not meet during the
fiscal period ended October 31, 2003, with respect to each of the Funds. In
addition, no Committee of Neuberger Berman Real Estate Securities Income Fund
Inc. met during the fiscal period ended October 31, 2003.
15
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 is attached
hereto as Appendix A. 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, Walter G.
Ehlers, Cornelius T. Ryan (Chairman), Tom D. Seip and Peter P. Trapp. Members
of the Audit Committee receive additional compensation for serving on this
committee. During the fiscal year ended October 31, 2003, the Committees of
Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman California
Intermediate Municipal Fund Inc., and Neuberger Berman New York Intermediate
Municipal Fund Inc. met on December 12, 2002, to discuss matters relating to
the audit of Fund financial statements for the fiscal period ended October 31,
2002. The Committee for each Fund other than Neuberger Berman Real Estate
Securities Income Fund Inc. met on June 4, 2003, and September 10, 2003, to
consider implementation of measures required by the Sarbanes-Oxley Act of 2002
("SOX Act") and related rules, and to review with the auditors their audit plan
for fiscal year 2003, among other matters. The Committee of each Fund also met
on December 9, 2003, and December 10, 2003, to discuss matters relating to the
audit of Fund financial statements for the fiscal year ended October 31, 2003,
with respect to each Fund, and to consider implementation of SOX Act measures.
The Report of the Audit Committees is attached hereto as Appendix B.
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 period ended October 31, 2003, the Committees of
Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman
Intermediate Municipal Fund Inc., Neuberger Berman New
16
York Intermediate Municipal Fund Inc., and Neuberger Berman Real Estate Income
Fund Inc. met two times. During the fiscal period ended October 31, 2003 the
Committees of Neuberger Berman Income Opportunity Income Fund Inc. and
Neuberger Berman Realty Income Fund Inc. met one time.
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, John P. Rosenthal, William E. Rulon and Candace L. Straight. All
members are Independent Fund Directors. During the fiscal period ended October
31, 2003, the Committee of each Fund did not meet.
Executive Committee. The Executive Committee has all the powers of the
Directors when the Directors are not in session. For each Fund, its members are
John Cannon, Edward I. O'Brien, Jack L. Rivkin, John P. Rosenthal, William E.
Rulon, Cornelius T. Ryan and Peter E. Sundman (Chairman). All members except
for Mr. Rivkin and Mr. Sundman are Independent Fund Directors. During the
fiscal period ended October 31, 2003, the Committee of each Fund did not meet.
Portfolio Transactions Committee. The Portfolio Transactions Committee
from time to time reviews, among other things, 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 to a Fund and to its other customers, and information
concerning the prevailing level of commissions charged by other brokers having
comparable execution capability. The Committee of each Fund is composed
entirely of Independent Fund Directors; its members are Faith Colish, Walter G.
Ehlers, C. Anne Harvey, Cornelius T. Ryan, Candace L. Straight (Chairwoman) and
Peter P. Trapp. During the fiscal period ended October 31, 2003, the Committee
of each Fund except Neuberger Berman Real Estate Securities Income Fund Inc.
met one time.
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, John P. Rosenthal (Chairman), William E.
Rulon and Tom D. Seip. All members except for Mr. Rivkin and Mr. O'Brien are
Independent Fund Directors. During the fiscal period ended October 31, 2003,
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. For each Fund,
its members are C. Anne Harvey, Barry Hirsch, Robert A. Kavesh, Howard A.
Mileaf (Chairman) and Tom D. Seip. All members are Independent Fund Directors.
During the fiscal year ended October 31, 2003, the Committees met on December
11, 2002, to discuss matters relating to the nomination of Class I Directors
with respect to Neuberger Berman California Intermediate Municipal Fund Inc.,
Neuberger Berman Intermediate Municipal Fund
17
Inc., Neuberger Berman New York Intermediate Municipal Fund Inc., and Neuberger
Berman Real Estate Income Fund Inc. In addition, the Committee of each Fund
except Neuberger Berman Real Estate Securities Income Fund Inc. met on June 4,
2003. The Committee of each Fund except Neuberger Berman Real Estate Securities
Income Fund Inc. also met on September 9, 2003, to consider committee
memberships, retirement policy and whether to recommend increased compensation
for members of the Audit Committee, and on December 10, 2003, to consider
committee memberships and discuss matters relating to the nomination of Class
II Directors.
Information Regarding the Funds' Process for Nominating Director Candidates
Nominating Committee Charter. Each Fund's Nominating Committee does not
currently have a written charter. At its meeting of December 10, 2003, each
Board asked Fund counsel to prepare a written charter for the Committee.
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 it had identified a viable candidate, it 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.
18
Director Attendance at Annual Meetings
The Funds do not have a policy on Director attendance at the annual
meeting of stockholders. For the Neuberger Berman California Intermediate
Municipal Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc.,
Neuberger Berman New York Intermediate Municipal Fund Inc., and Neuberger
Berman Real Estate Income Fund Inc., one Board member attended the 2003 annual
meeting. For Neuberger Berman Income Opportunity Fund Inc., Neuberger Berman
Real Estate Securities Income Fund Inc., and Neuberger Berman Realty Income
Fund Inc., the Meeting will be the first annual meeting of each Fund's
stockholders.
Ownership of Securities
Set forth below is the dollar range of equity securities owned by each
Director as of November 28, 2003.
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
Walter G. Ehlers None Over $100,000
C. Anne Harvey None None
Barry Hirsch None Over $100,000
Robert A. Kavesh None $ 10,001 - $50,000
Howard A. Mileaf None Over $100,000
John P. Rosenthal None Over $100,000
William E. Rulon None Over $100,000
Cornelius T. Ryan None Over $100,000
Tom D. Seip None None
Candace L. Straight None Over $100,000
Peter P. Trapp None $ 10,001 - $50,000
- -----------------------------------------------------------------------------
Directors who are "Interested Persons"
- -----------------------------------------------------------------------------
Edward I. O'Brien None Over $100,000
Jack L. Rivkin** None None
Peter E. Sundman None Over $100,000
- -----------------------------------------------------------------------------
* Valuation as of November 28, 2003.
** Mr. Rivkin became a director and officer of each open-end Fund on December
12, 2002.
Independent Fund Directors' Ownership of Securities
As of November 28, 2003, no Independent Fund Director (or his/her
immediate family members) owned securities of Neuberger Berman or securities in
an entity controlling, controlled by or under common control with Neuberger
Berman (not including registered investment companies).
19
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 (47) Secretary Vice President-Mutual Fund Board
since Inception* Relations, NB Management since
2000; Vice President, Neuberger
Berman since 2002 and employee
since 1999; Vice President, NB
Management from 1986 to 1999;
Secretary, ten registered investment
companies for which NB Management
acts as investment manager and
administrator (four since 2002 and
three since 2003).
- ---------------------------------------------------------------------------------------
Robert Conti (47) Vice President Senior Vice President, Neuberger
since Inception* Berman since 2003; Vice President,
Neuberger Berman from 1999 until
2003; Senior Vice President, NB
Management since 2000; Controller,
NB Management until 1996;
Treasurer, NB Management from
1996 until 1999; Vice President, ten
registered investment companies for
which NB Management acts as
investment manager and administrator
(three since 2000, four since 2002 and
three since 2003).
- ---------------------------------------------------------------------------------------
20
- ---------------------------------------------------------------------------------------
Position and Length
Name and Age of Time Served Principal Occupation(s)
- ---------------------------------------------------------------------------------------
Brian P. Gaffney (50) Vice President Managing Director, Neuberger
since Inception* Berman since 1999; Senior Vice
President, NB Management since
2000; Vice President, NB
Management from 1997 until 1999;
Vice President, ten registered
investment companies for which
NB Management acts as investment
manager and administrator (three
since 2000, four since 2002 and
three since 2003).
- ---------------------------------------------------------------------------------------
Sheila R. James (38) Assistant Employee, Neuberger Berman since
Secretary 1999; Employee, NB Management
since Inception* from 1991 to 1999; Assistant
Secretary, ten registered investment
companies for which NB Management
acts as investment manager and
administrator (seven since 2002 and
three since 2003).
- ---------------------------------------------------------------------------------------
Kevin Lyons (48) Assistant Employee, Neuberger Berman since
Secretary 1999; Employee NB Management
Since 2003 from 1993 to 1999; Assistant
Secretary, ten registered investment
companies for which NB Management
acts as investment manager and
administrator (since 2003).
- ---------------------------------------------------------------------------------------
John M. McGovern (33) Assistant Employee, NB Management since
Treasurer 1993; Assistant Treasurer, ten registered
since Inception* investment companies for which NB
Management acts as investment
manager and administrator (seven
since 2002 and three since 2003).
- ---------------------------------------------------------------------------------------
21
- ---------------------------------------------------------------------------------------
Position and Length
Name and Age of Time Served Principal Occupation(s)
- ---------------------------------------------------------------------------------------
Barbara Muinos (45) Treasurer and Vice President, Neuberger Berman
Principal since 1999; Assistant Vice President,
Financial and NB Management from 1993 to 1999;
Accounting Treasurer and Principal Financial and
Officer since Accounting Officer, ten registered
Inception* investment companies for which
NB Management acts as investment
manager and administrator (seven
since 2002 and three since 2003);
Assistant Treasurer of three registered
investment companies for which NB
Management acts as investment
manager and administrator from 1996
until 2002.
- ---------------------------------------------------------------------------------------
Frederic B. Soule (57) Vice President Senior Vice President, Neuberger
since Inception* Berman since 2003; Vice President,
Neuberger Berman from 1999 until
2003; Vice President, NB Management
from 1995 until 1999; Vice President,
ten registered investment companies
for which NB Management acts as
investment manager and administrator
(three since 2000, four since 2002 and
three since 2003).
- ---------------------------------------------------------------------------------------
Trani Jo Wyman (34) Assistant Employee, NB Management since
Treasurer 1991; Assistant Treasurer, ten registered
since Inception* investment companies for which
NB Management acts as investment
manager and administrator (seven
since 2002 and three since 2003).
- ---------------------------------------------------------------------------------------
* Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger
Berman Intermediate Municipal Fund Inc., Neuberger Berman New York
Intermediate Municipal Fund Inc. and Neuberger Berman Real Estate Income
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.
22
Compensation of Directors
The following table sets forth information concerning the compensation of
the Directors of the Funds. The Funds do not have any retirement plan for their
Directors. For the fiscal year ended October 31, 2003, the Directors received
the amounts set forth in the following table from each of Neuberger Berman
California Intermediate Municipal Fund Inc., Neuberger Berman Intermediate
Municipal Fund Inc., and Neuberger Berman New York Intermediate Municipal Fund
Inc. Neuberger Berman Income Opportunity Fund Inc., Neuberger Berman Real
Estate Income Fund Inc., Neuberger Berman Real Estate Securities Income Fund
Inc., and Neuberger Berman Realty Income Fund Inc. have not completed a full
fiscal year since their organization. The estimated compensation that the
Directors will receive from each of these Funds for the fiscal year ending
October 31, 2004 is set forth in the following table. For the calendar year
ended December 31, 2003, 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 10/31/03* 10/31/04** 12/31/03
- ---------------------------------------------------------------------------------------
Independent Fund Directors
- ---------------------------------------------------------------------------------------
John Cannon
Director $2,053 $2,000 $72,000
Faith Colish
Director $2,046 $1,892 $70,000
Walter G. Ehlers
Director $2,053 $2,000 $72,000
C. Anne Harvey
Director $2,046 $1,892 $70,000
Barry Hirsch
Director $2,046 $1,892 $70,000
Robert A. Kavesh
Director $2,046 $1,892 $70,000
Howard A. Mileaf
Director $2,046 $1,892 $70,000
John P. Rosenthal
Director $2,046 $1,892 $70,000
23
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 10/31/03* 10/31/04** 12/31/03
- ---------------------------------------------------------------------------------------
William E. Rulon
Director $2,046 $1,892 $70,000
Cornelius T. Ryan
Director $2,072 $2,135 $74,500
Tom D. Seip
Director $1,838 $2,000 $62,500
Candace L. Straight
Director $2,046 $1,892 $70,000
Peter P. Trapp
Director $1,845 $2,000 $64,500
- ---------------------------------------------------------------------------------------
Directors who are "Interested Persons"
- ---------------------------------------------------------------------------------------
Edward I. O'Brien
Director $2,046 $1,892 $70,000
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 Intermediate Municipal Fund Inc., and Neuberger
Berman New York Intermediate Municipal Fund Inc.
** This column only applies to the following Funds, which have each not
completed a full fiscal year: Neuberger Berman Income Opportunity Fund
Inc., Neuberger Berman Real Estate Income Fund Inc., Neuberger Berman Real
Estate Securities Income Fund Inc., and Neuberger Berman Realty Income
Fund Inc.
*** Mr. Rivkin became a director and officer of each open-end Fund on December
12, 2002.
Vote Required
With respect to each Fund, John Cannon, Tom D. Seip, John P. Rosenthal and
Jack L. Rivkin must be elected by a plurality of the votes of the Fund's Common
Shares and Preferred Shares cast at the meeting, voting together. With respect
to each Fund other than Neuberger Berman Real Estate Securities Income Fund
Inc., Barry Hirsch must be elected by a plurality of the votes of Preferred
Shares cast at the Meeting, voting separately from the Common Shares. As of the
Record Date, there were no outstanding Preferred Shares of Neuberger Berman
Real Estate Securities Income Fund Inc.
The Board Of Directors Of Each Fund Unanimously Recommends That You Vote
"For" Each Nominee.
24
INFORMATION ON THE FUNDS' INDEPENDENT AUDITORS
Financial statements for the fiscal year ended October 31, 2003 for
Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman
Intermediate Municipal Fund Inc., and Neuberger Berman New York Intermediate
Municipal Fund Inc., and for the fiscal period ended October 31, 2003 for
Neuberger Berman Income Opportunity Fund Inc., Neuberger Berman Real Estate
Income Fund Inc., Neuberger Berman Real Estate Securities Income Fund Inc., and
Neuberger Berman Realty Income Fund Inc. were audited by Ernst & Young LLP.
Ernst & Young LLP, 200 Clarendon Street, Boston, MA 02116, serves as
independent auditors for each Fund and provides audit services, tax return
preparation 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 LLP are compatible with maintaining the
independence of the Funds' auditors. The Board of Directors of each Fund has
selected Ernst & Young LLP as the independent auditors for the Fund for the
fiscal year ending October 31, 2004. Ernst & Young LLP has been each Fund's
independent auditors since the Fund's inception. Ernst & Young LLP has informed
the Funds that it has no material direct or indirect financial interest in any
Fund.
Representatives of Ernst & Young LLP 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 LLP for professional services
rendered for the audit of the annual financial statements of Neuberger Berman
California Intermediate Municipal Fund Inc., Neuberger Berman Intermediate
Municipal Fund Inc., and Neuberger Berman New York Intermediate Municipal Fund
Inc. for the fiscal year ended October 31, 2003 and for Neuberger Berman Income
Opportunity Fund Inc., Neuberger Berman Real Estate Income Fund Inc., Neuberger
Berman Real Estate Securities Income Fund Inc., and Neuberger Berman Realty
Income Fund Inc. for the fiscal period ended October 31, 2003 for the review of
the financial statements included in the Funds' annual report to stockholders
were as shown in the table below. The audit fees billed to the seven Funds in
the aggregate were $140,000.
Fund Audit Fees Billed
- -----------------------------------------------------------------------------------
Neuberger Berman California Intermediate Municipal Fund Inc. $28,000
Neuberger Berman Income Opportunity Fund Inc. $14,000
Neuberger Berman Intermediate Municipal Fund Inc. $28,000
Neuberger Berman New York Intermediate Municipal Fund Inc. $28,000
Neuberger Berman Real Estate Income Fund Inc. $14,000
Neuberger Berman Real Estate Securities Income Fund Inc. $14,000
Neuberger Berman Realty Income Fund Inc. $14,000
- -----------------------------------------------------------------------------------
25
Financial Information Systems Design and Implementation Fees
Ernst & Young LLP billed no fees for professional services rendered to
Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman
Intermediate Municipal Fund Inc., and Neuberger Berman New York Intermediate
Municipal Fund Inc. for the fiscal year ended October 31, 2003 nor to Neuberger
Berman Income Opportunity Fund Inc., Neuberger Berman Real Estate Income Fund
Inc., Neuberger Berman Real Estate Securities Income Fund Inc., and Neuberger
Berman Realty Income Fund Inc. for the period ended October 31, 2003 for
information technology services relating to financial information systems
design and implementation. Similarly, Ernst & Young LLP billed no fees for
professional services rendered to NB Management for information technology
services relating to financial information systems design and implementation
for the calendar year ended December 31, 2003.
All Other Fees
With respect to Neuberger Berman California Intermediate Municipal Fund
Inc., Neuberger Berman Intermediate Municipal Fund Inc., and Neuberger Berman
New York Intermediate Municipal Fund Inc. for the fiscal year ended October 31,
2003 and to Neuberger Berman Income Opportunity Fund Inc., Neuberger Berman
Real Estate Income Fund Inc., Neuberger Berman Real Estate Securities Income
Fund Inc., and Neuberger Berman Realty Income Fund Inc., for the fiscal period
ended October 31, 2003, Ernst & Young LLP billed $110,989 for audited-related
services, which include services in connection with each Fund's initial public
offering. Aggregate fees billed by Ernst & Young LLP during the fiscal year
ended October 31, 2003 for other services provided to the Funds, NB Management
or Neuberger Berman were $250,113. The 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 LLP.
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 proposals in writing delivered or mailed by first class United States mail,
postage prepaid, to the Secretary of the Fund, and received by the Secretary
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 2005 annual meeting,
stockholder proposals must be received by the Fund no later than November 1,
2004 and must satisfy the other requirements of the federal securities laws.
26
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
Claudia A. Brandon
Secretary
Dated: January 12, 2004
27
APPENDIX A
Neuberger Berman Funds
Audit Committee Charter
I. Audit Committee Membership and Qualifications
The Audit Committee shall consist of at least three members appointed by
the Board of Directors/Trustees ("Board") upon recommendation by the Nominating
Committee. The Board may replace members of the Audit Committee for any reason.
No member of the Audit Committee shall be an "interested person" of the
Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act
of 1940 ("Investment Company Act"), nor shall any member receive any
compensation from the Fund except compensation for service as a member of the
Board or a committee of the Board. Each member of the Audit Committee must be
"financially literate" -- i.e., able to read and understand a company's
financial statements, including the balance sheet, income statement and cash
flow statement. In addition, at least one member of the Audit Committee must
have finance, accounting or related financial management expertise.
The Board shall determine annually whether any member of the Audit
Committee is an "audit committee financial expert" as defined in Item 3 of Form
N-CSR.
II. Purposes of the Audit Committee
The purposes of the Audit Committee are:
(a) to oversee the accounting and financial reporting processes of the
Fund (and each of its series) 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
A-1
(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.(1)
The independent auditors for the Fund shall report directly to the Audit
Committee.
III. Duties and Powers of the Audit Committee
To carry out its purposes, the Audit Committee shall have the following
duties and powers:
(a) to select and approve in advance the retention of auditors to
annually audit and provide their opinion on the Fund's financial
statements; to oversee the performance of the auditors and, if the
Committee deems it appropriate, to approve the termination of their
engagement; to recommend that those Board members who are not
"interested persons" (as that term is defined in Section 2(a)(19) of
the Investment Company Act) approve such retention or termination;
and, in connection with the foregoing, to review and evaluate matters
potentially affecting the independence and capabilities of the
auditors. In evaluating the auditor's qualifications, performance and
independence, the Audit Committee must, among other things, obtain and
review a report by the auditor, at least annually, describing the
following items:
(i) the audit firm's internal quality-control procedures;
(ii) any material issues raised by the most recent internal
quality-control review, or peer review, of the audit firm, or
by any inquiry or investigation by governmental or
professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the
firm, and any steps taken to deal with any such issues; and
(iii) all relationships between the independent auditor and the Fund,
as well as the Fund's investment adviser or any control
affiliate of the adviser that provides ongoing services to
the Fund.
It is a responsibility of the Audit Committee to engage actively in a
dialogue with the auditors with respect to any disclosed relationship or
services that may impact the objectivity and independence of the auditor and to
take, or recommend that the full Board take, appropriate action to oversee the
independence of the auditor.
(b) to approve prior to appointment the engagement of the auditor to
provide other audit services to the Fund or to provide non-audit
services to the Fund, its investment adviser or any entity
controlling, controlled by, or under common control with the
investment adviser ("adviser affiliate") that provides ongoing
- ----------------
(1) This report is required only for closed-end funds.
A-2
services to the Fund, if the engagement by the investment adviser or
adviser affiliate relates directly to the operations and financial
reporting of the Fund;
(c) to develop, to the extent deemed appropriate by the Audit Committee,
policies and procedures for pre-approval of the engagement of the
Fund's auditors to provide any of the services described in (b) above;
(d) to consider the controls applied by the auditors and any measures
taken by management in an effort to assure that all items requiring
pre-approval by the Audit Committee are identified and referred to the
Committee in a timely fashion;
(e) to consider whether the non-audit services provided by the Fund's
auditor to the Fund's investment adviser or any adviser affiliate that
provides ongoing services to the Fund, which services were not
pre-approved by the Audit Committee, are compatible with maintaining
the auditor's independence;
(f) to review the arrangements for and scope of the annual audit and any
special audits;
(g) to review and approve the fees proposed to be charged to the Fund by
the auditors for each audit and non-audit service;
(h) to consider information and comments from the auditors with respect to
the Fund's accounting and financial reporting policies, procedures and
internal control over financial reporting (including the Fund's
critical accounting policies and practices), to consider management's
responses to any such comments and, to the extent the Audit Committee
deems necessary or appropriate, to promote improvements in the quality
of the Fund's accounting and financial reporting;
(i) to consider information and comments from the auditors with respect
to, and meet with the auditors to discuss any matters of concern
relating to, the Fund's financial statements, including any
adjustments to such statements recommended by the auditors, to review
the auditors' opinion on the Fund's financial statements, and to
discuss with management and the independent auditor the Fund's annual
audited financial statements and other periodic financial statements,
including the Fund's disclosures under "Management's Discussion of
Fund Performance;"
(j) to resolve disagreements between management and the auditors
regarding financial reporting;
(k) to consider any difficulties that may have arisen in the course of the
audit, including any limitations upon the scope of the audit;
(l) to review with the Fund's principal executive officer and/or
principal financial officer in connection with required certifications
on Form N-CSR any significant deficiencies in the design or operation
of internal control over financial reporting or material weaknesses
therein and any reported evidence
A-3
of fraud involving management or other employees who have a
significant role in the Fund's internal control over financial
reporting;
(m) to establish procedures for the receipt, retention and treatment of
complaints received by the Fund relating to accounting, internal
accounting controls, or auditing matters, and the confidential,
anonymous submission by employees of the Fund, its investment adviser,
administrator, principal underwriter, or any other provider of
accounting related services for the Fund, of concerns about accounting
or auditing matters, and to address reports from attorneys or auditors
of possible violations of federal or state law or fiduciary duty;
(n) to discuss generally the Fund's earnings press releases, as well as
any financial information and earnings guidance provided to analysts
and rating agencies, e.g., the types of information to be disclosed
and the type of presentation to be made;
(o) to review in a general manner, but not as a committee to assume
responsibility for, the Fund's processes for assessing and managing
major financial risks;
(p) to set clear policies relating to the hiring by entities within the
Fund's investment company complex(2) of employees or former employees
of the independent auditors;
(q) to investigate or initiate an investigation of reports of
improprieties or suspected improprieties in connection with the Fund's
accounting or financial reporting;
(r) to report its activities to the full Board on a regular basis and to
make such recommendations with respect to the above and other matters
as the Audit Committee may deem necessary or appropriate; and
(s) to perform such other functions and to have such powers as may be
necessary or appropriate in the efficient and lawful discharge of the
powers provided in this Charter.
The Audit Committee shall have the resources and authority appropriate to
discharge its responsibilities, including appropriate funding, as determined by
the Committee, for payment of compensation to the auditors for the purpose of
conducting the audit and rendering their audit report, the authority to retain
and compensate special
- ----------------
(2) "Investment company complex" includes:
o the fund and its investment adviser or sponsor;
o any entity controlling, controlled by or under common control with the
investment adviser or sponsor, if the entity (i) is an investment adviser
or sponsor or (ii) is engaged in the business of providing administrative,
custodian, underwriting or transfer agent services to any investment
company, investment adviser or sponsor; and
o any investment company, hedge fund or unregistered fund that has an
investment adviser included in the definition set forth in either of the
two bullet points above.
A-4
counsel and other experts or consultants as the Committee deems necessary, and
the authority to obtain specialized training for Audit Committee members, at
the expense of the Fund or series, as appropriate.
The Audit Committee may delegate any portion of its authority, including
the authority to grant pre-approvals of audit and permitted non-audit services,
to a subcommittee of one or more members. Any decisions of the subcommittee to
grant pre-approvals shall be presented to the full Audit Committee at its next
regularly scheduled meeting.
IV. Role and Responsibilities of the Audit Committee
The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control over financial reporting, and the auditor's responsibility to plan and
carry out a proper audit. Specifically, Fund's management is responsible for:
(1) the preparation, presentation and integrity of the Fund's financial
statements; (2) the maintenance of appropriate accounting and financial
reporting principles and policies; and (3) the maintenance of internal control
over financial reporting and other procedures designed to assure compliance
with accounting standards and related laws and regulations. The independent
auditors are responsible for planning and carrying out an audit consistent with
applicable legal and professional standards and the terms of their engagement
letter. Nothing in this Charter shall be construed to reduce the
responsibilities or liabilities of the Fund's service providers, including the
auditors.
Although the Audit Committee is expected to take a detached and
questioning approach to the matters that come before it, the review of a Fund's
financial statements by the Audit Committee is not an audit, nor does the
Committee's review substitute for the responsibilities of the Fund's management
for preparing, or the independent auditors for auditing, the financial
statements. Members of the Audit Committee are not full-time employees of the
Fund and, in serving on this Committee, are not, and do not hold themselves out
to be, acting as accountants or auditors. As such, it is not the duty or
responsibility of the Committee or its members to conduct "field work" or other
types of auditing or accounting reviews or procedures.
In discharging their duties the members of the Audit Committee are
entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by: (1)
one or more officers of the Fund whom the director reasonably believes to be
reliable and competent in the matters presented; (2) legal counsel, public
accountants, or other persons as to matters the director reasonably believes
are within the person's professional or expert competence; or (3) a Board
committee of which the director is not a member.
A-5
V. Operations of the Audit Committee
(a) The Audit Committee shall meet on a regular basis and at least four
times per year and is empowered to hold special meetings as
circumstances require. The chair or a majority of the members shall be
authorized to call a meeting of the Audit Committee and send notice
thereof. Notice of meetings shall be made to each member by any
reasonable means at least one week in advance of a meeting, except two
days' notice of a meeting shall be sufficient when, in the judgment of
the chair or a majority of the members, more notice is impractical or
special circumstances exist requiring a meeting in less than a week's
time.
(b) The Audit Committee shall ordinarily meet in person; however, members
may attend telephonically, and the Committee may act by written
consent, to the extent permitted by law and by the Fund's bylaws.
(c) The Audit Committee shall have the authority to meet privately and to
admit non-members individually by invitation.
(d) The Audit Committee shall regularly meet, in separate executive
sessions, with representatives of Fund management, internal auditors
(if any) and the Fund's independent auditors. The Committee may also
request to meet with internal legal counsel and compliance personnel
of the Fund's investment adviser and with entities that provide
significant accounting or administrative services to the Fund to
discuss matters relating to the Fund's accounting and compliance as
well as other Fund-related matters.
(e) The Audit Committee shall prepare and retain minutes of its meetings
and appropriate documentation of decisions made outside of meetings by
delegated authority.
(f) The Audit Committee may select one of its members to be the chair and
may select a vice chair.
(g) A majority of the members of the Audit Committee shall constitute a
quorum for the transaction of business at any meeting of the
Committee. The action of a majority of the members of the Audit
Committee present at a meeting at which a quorum is present shall be
the action of the Committee.
(h) The Board shall adopt and approve this Charter and may amend it on the
Board's own motion. The Audit Committee shall review this Charter at
least annually and recommend to the full Board any changes the
Committee deems appropriate.
(i) The Audit Committee shall evaluate its performance at least annually.
A-6
APPENDIX B
Audit Committee Report
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 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 dated June 5, 2003, which sets forth the role of the
Audit Committee in the Funds' financial reporting process. Pursuant to the
Charter, the role of each Fund's Audit Committee is to oversee the Fund's
accounting and financial reporting processes and the quality and objectivity of
the Fund's financial statements and the independent audit of those financial
statements. Each Committee is responsible for, among other things, recommending
the initial and ongoing engagement of the auditors and reviewing the scope and
results of the 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 Funds are responsible for planning and carrying
out proper audits and reviews.
The Audit Committees met on December 9, 2003 to review audited financial
statements for Neuberger Berman California Intermediate Municipal Fund Inc.,
Neuberger Berman Intermediate Municipal Fund Inc., and Neuberger Berman New
York Intermediate Municipal Fund Inc. for the fiscal year ended October 31,
2003. The Audit Committees met on December 9, 2003 to review each other Fund's
audited financial statements for the fiscal period ended October 31, 2003. In
performing this oversight function, the Audit Committees have reviewed and
discussed the audited financial statements with the Funds' management and their
independent auditors, Ernst & Young LLP ("E&Y"). The Audit Committees have
discussed with E&Y the matters required to be discussed by Statement on
Auditing Standards No. 61, and have received the written disclosures and the
letter from E&Y required by Independence Standards Board Standard No. 1. The
Audit Committees also have discussed with E&Y its independence.
The members of the Audit Committees are not employed by the Funds as
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 Committees rely without independent verification on the
information provided and the representations made to them by management and
E&Y.
B-1
Based upon this review and related discussions, and subject to the
limitation on the role and responsibilities of the Audit Committees set forth
above and in the Charter, the Audit Committees of Neuberger Berman California
Intermediate Municipal Fund Inc., Neuberger Berman Intermediate Municipal Fund
Inc., and Neuberger Berman New York Intermediate Municipal Fund Inc.
recommended to each respective Fund's Board of Directors that the audited
financial statements be included in the Fund's Annual Report to Stockholders
for the fiscal year ended October 31, 2003. Based upon this review and related
discussions, and subject to the limitation on the role and responsibilities of
the Audit Committees set forth above and in the Charter, the Audit Committee of
each other Fund recommended to its Boards of Directors that the audited
financial statements be included in the Fund's Annual Report to Stockholders
for the fiscal period ended October 31, 2003.
The members of the Audit Committees 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.
Cornelius T. Ryan, Chairman
John Cannon
Walter G. Ehlers
Peter P. Trapp
December 9, 2003
B-2
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NEUBERGER BERMAN INCOME OPPORTUNITY FUND INC.
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC.
NEUBERGER BERMAN REALTY INCOME FUND INC.
The following information supplements the Annual Report to Shareholders for the
fiscal period ended October 31, 2003:
A description of the policies and procedures that the Fund uses to determine
how to vote proxies relating to portfolio securities is available (1) without
charge, upon request, by calling toll-free 877-461-1899; or (2) on the website
of the U.S. Securities and Exchange Commission at www.sec.gov.
[NEUBERGER BERMAN LOGO]
Neuberger Berman Management Inc.
605 Third Avenue 2nd floor
New York, New York 10158-0180
www.nb.com
P86405
D0527 01/04
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 INCOME FUND INC.
NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC.
NEUBERGER BERMAN REALTY INCOME FUND INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MARCH 2, 2004
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 2, 2004,
at 11:00 a.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: , 2004
--------
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 jl
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(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. /X/
1. To elect four Class II Directors to serve until the annual meeting of
stockholders in 2007, or until their successors are elected and qualified:
ALL FUNDS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*
(01) John Cannon
(02) Jack L. Rivkin / / / / / /
(03) John P. Rosenthal
(04) Tom D. Seip
*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 FOR.
- --------------------------------------------------------------
IF YOU PLAN TO ATTEND THE MEETING, PLEASE CALL 1-877-461-1899.
PLEASE SIGN ON THE REVERSE SIDE.
cnbcef jl
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 INCOME FUND INC.
NEUBERGER BERMAN REALTY INCOME FUND INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MARCH 2, 2004
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 preferred stock in the Neuberger Berman closed-end funds
listed above at the Annual Meeting of Stockholders to be held on March 2, 2004,
at 11:00 a.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 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: , 2004
--------
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 jl 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(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. /X/
1. To elect five Class II Directors to serve until the annual meeting of
stockholders in 2007, or until their successors are elected and qualified:
ALL FUNDS FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*
(01) John Cannon
(02) Barry Hirsch / / / / / /
(03) Jack L. Rivkin
(04) John P. Rosenthal
(05) Tom D. Seip
*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 jl p