UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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 ss.240.14a-12
NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC.
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(Name of Registrant as Specified In Its Charter)
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
[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
---------------------------
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
Thursday, April 6, 2006, 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 I Directors to serve until the annual meeting of
stockholders in 2009, 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 February 3, 2006
("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 28, 2006
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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
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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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
APRIL 6, 2006
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
Thursday, April 6, 2006, 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 28, 2006.
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 February 3, 2006, 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 five of the Class I Directors. 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 Funds.
With respect to each 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 five of that
Fund's Class I Directors. With respect to other items of
2
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 "FOR" or "AGAINST" any proposal in their
discretion. 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.
3
As of February 3, 2006, no Fund knows of any person who owns beneficially
more than 5% of its outstanding Common Shares or Preferred Shares other than
those listed below.
AMOUNT OF
CLASS OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF
FUND STOCK BENEFICIAL OWNER OWNERSHIP CLASS
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Neuberger Berman Common Deutsche Bank AG, 1,932,675 5.80%
Real Estate Shares London Branch
Securities Taunusanlage 12
Income Fund* D-60325
Frankfurt am Main
Federal Republic
of Germany
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Neuberger Berman Common Deutsche Bank AG, 1,880,206 6.87%
Realty Income Shares London Branch
Fund* Taunusanlage 12
D-60325
Frankfurt am Main
Federal Republic
of Germany
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* Based on a Schedule 13G filed by Deutsche Bank AG on February 1, 2006
In addition, the Directors and officers of each Fund, in the aggregate,
owned less than 1% of each Fund's outstanding shares as of February 3, 2006.
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 November 30, 2005,
Neuberger Berman affiliates had approximately $175 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 THE FISCAL YEAR ENDED OCTOBER 31,
2005, WHICH INCLUDES AUDITED FINANCIAL STATEMENTS FOR EACH FUND, 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 Chamaine Williams, Chief
Compliance Officer of the Funds, Neuberger Berman Funds, 605 Third Avenue, 21st
Floor, New York, NY, 10158-0180. Each Board has directed Ms. Williams to send
such communications to the chairperson of the applicable Fund's Ethics and
Compliance 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
4
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 2008, 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 is a Class II
Director up for election in 2007. The other is a Class III Director up for
election in 2008. The Class II and III Directors are not nominees to be
considered at the Meeting.
The term of each current Class I Director expires in 2006, but each
expressed his or her willingness to serve another term as Director of the Funds
if nominated by the Boards of Directors.
The Governance and 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 14, 2005, the Boards of Directors received the
recommendations of the Governance and Nominating Committees. After discussion
and consideration of, among other things, the backgrounds of the incumbents,
each Fund's Board voted to nominate Faith Colish, C. Anne Harvey, Cornelius T.
Ryan, Peter E. Sundman and Peter P. Trapp for election as Class I Directors
with a term expiring in 2009. 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
5
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 2006 ANNUAL MEETING
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NUMBER OF
NAME, AGE, POSITION, PORTFOLIOS IN
TERM OF OFFICE, AND FUND COMPLEX OTHER DIRECTORSHIPS HELD
LENGTH OF TIME OVERSEEN BY OUTSIDE FUND COMPLEX BY
SERVED(1) PRINCIPAL OCCUPATION(S) DIRECTOR(2) DIRECTOR
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CLASS I
Independent Fund Directors
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Faith Colish (70) Counsel, Carter Ledyard 48 Advisory Director,
Director & Milburn LLP (law ABA Retirement Funds
Since inception firm) since October (formerly, American Bar
2002; formerly, Attorney- Retirement Association
at-Law and President, (ABRA)) since 1997
Faith Colish, A (not-for-profit
Professional Corporation, membership association).
1980 to 2002.
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6
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NUMBER OF
NAME, AGE, POSITION, PORTFOLIOS IN
TERM OF OFFICE, AND FUND COMPLEX OTHER DIRECTORSHIPS HELD
LENGTH OF TIME OVERSEEN BY OUTSIDE FUND COMPLEX BY
SERVED(1) PRINCIPAL OCCUPATION(S) DIRECTOR(2) DIRECTOR
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C. Anne Harvey (68) President, C.A. Harvey 48 Formerly, President,
Director Associates since Board of Associates
Since inception October 2001; formerly, to the National
Director, AARP, 1978 to Rehabilitation Hospital's
December 2001. Board of Directors, 2001
to 2002; formerly,
Member, Individual
Investors Advisory
Committee to the New
York Stock Exchange
Board of Directors, 1998
to June 2002.
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Cornelius T. Ryan Founding General 48 None.
(74) Partner, Oxford Partners
Director and Oxford Bioscience
Since inception Partners (venture capital
investing) and President,
Oxford Venture
Corporation since 1981.
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Peter P. Trapp (61) Regional Manager for 48 None.
Director Mid-Southern Region,
Since inception Ford Motor Credit
Company since
September 1997;
formerly, President,
Ford Life Insurance
Company, April 1995 to
August 1997.
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7
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NUMBER OF
NAME, AGE, POSITION, PORTFOLIOS IN
TERM OF OFFICE, AND FUND COMPLEX OTHER DIRECTORSHIPS HELD
LENGTH OF TIME OVERSEEN BY OUTSIDE FUND COMPLEX BY
SERVED(1) PRINCIPAL OCCUPATION(S) DIRECTOR(2) DIRECTOR
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Director who is an "Interested Person"*
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Peter E. Sundman* Executive Vice 48 Director and Vice
(46) President, Neuberger President, Neuberger &
Chief Executive Berman Inc. (holding Berman Agency, Inc.
Officer, Director and company) since 1999; since 2000; formerly,
Chairman of the Head of Neuberger Director, Neuberger
Board Berman Inc.'s Mutual Berman Inc. (holding
Since inception Funds Business (since company) from October
1999) and Institutional 1999 to March 2003;
Business (from 1999 to Trustee, Frost Valley
October 2005); YMCA; Trustee, College
responsible for of Wooster.
Managed Accounts
Business and
intermediary distribution
since October 1999;
President and Director,
NB Management since
1999; Managing
Director, Neuberger
Berman since 2005;
formerly Executive Vice
President, Neuberger
Berman from 1999 to
December 2005;
formerly, Principal,
Neuberger Berman from
1997 to 1999; formerly,
Senior Vice President,
NB Management from
1996 to 1999.
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8
INFORMATION REGARDING DIRECTORS
WHOSE CURRENT TERMS CONTINUE
- ----------------------------------------------------------------------------------------------
NUMBER OF
NAME, AGE, POSITION, PORTFOLIOS IN
TERMS OF OFFICE, AND FUND COMPLEX OTHER DIRECTORSHIPS HELD
LENGTH OF TIME OVERSEEN BY OUTSIDE FUND COMPLEX BY
SERVED(1) PRINCIPAL OCCUPATION(S) DIRECTOR(2) DIRECTOR
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CLASS II
Independent Fund Directors
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John Cannon (76) Consultant. Formerly, 48 Independent Trustee or
Director Chairman, CDC Director of three series of
Since inception Investment Advisers Oppenheimer Funds:
(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 since
affiliate of the American 1992.
Medical Association.
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Barry Hirsch (72) Attorney-at-Law. 48 None.
Director Formerly, Senior
Since inception Counsel, Loews
Corporation (diversified
financial corporation),
May 2002 to April
2003; formerly, Senior
Vice President,
Secretary and General
Counsel, Loews
Corporation.
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9
- ----------------------------------------------------------------------------------------------
NUMBER OF
NAME, AGE, POSITION, PORTFOLIOS IN
TERMS OF OFFICE, AND FUND COMPLEX OTHER DIRECTORSHIPS HELD
LENGTH OF TIME OVERSEEN BY OUTSIDE FUND COMPLEX BY
SERVED(1) PRINCIPAL OCCUPATION(S) DIRECTOR(2) DIRECTOR
- ----------------------------------------------------------------------------------------------
Tom D. Seip (56) General Partner, Seip 48 Director, H&R Block,
Director Investments LP (a private Inc. (financial services
Since inception investment partnership); company) since May
Lead Director formerly, President and 2001; Director, America
Since 2006 CEO, Westaff, Inc. One Foundation since
(temporary staffing), May 1998; formerly, Director,
2001 to January 2002; Forward Management,
formerly, Senior Inc. (asset management),
Executive at the Charles 1999-2006; formerly
Schwab Corporation Director, E-Bay
from 1983 to 1999, Zoological Society
including Chief 1999-2003; formerly,
Executive Officer, Director, General Magic
Charles Schwab (voice recognition
Investment Management, software), 2001 to 2002;
Inc. and Trustee, Schwab formerly, Director,
Family of Funds and E-Finance Corporation
Schwab Investments (credit decisioning
from 1997 to 1998; and services), 1999 to 2003;
Executive Vice President- formerly, Director,
Retail Brokerage, Charles Save-Daily.com (micro
Schwab Investment investing services),
Management from 1994 1999 to 2003.
to 1997.
- ----------------------------------------------------------------------------------------------
10
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NUMBER OF
NAME, AGE, POSITION, PORTFOLIOS IN
TERMS OF OFFICE, AND FUND COMPLEX OTHER DIRECTORSHIPS HELD
LENGTH OF TIME OVERSEEN BY OUTSIDE FUND COMPLEX BY
SERVED(1) PRINCIPAL OCCUPATION(S) DIRECTOR(2) DIRECTOR
- ---------------------------------------------------------------------------------------------------------
Director who is an "Interested Person"*
- ---------------------------------------------------------------------------------------------------------
Jack L. Rivkin* (65) Executive Vice 48 Director, Dale Carnegie
President and President and Chief and Associates, Inc.
Director Investment Officer, (private company) since
Since December Neuberger Berman Inc. 1998; Director, Solbright,
2002 (holding company) Inc. (private company)
since 2002 and 2003, since 1998.
respectively; Managing
Director and Chief
Investment Officer,
Neuberger Berman since
December 2005 and
2003, respectively;
formerly, Executive
Vice President,
Neuberger Berman from
December 2002 to
2005; Director and
Chairman, NB
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.
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CLASS III
- ---------------------------------------------------------------------------------------------------------
Independent Fund Directors
- ---------------------------------------------------------------------------------------------------------
Robert A. Kavesh Marcus Nadler 48 Director, The Caring
(78) Professor Emeritus of Community (not-for-
Director Finance and Economics, profit); formerly, Director,
Since inception New York University DEL Laboratories, Inc.
Stern School of (cosmetics and
Business; formerly, pharmaceuticals), 1978 to
Executive Secretary- 2004; formerly, Director,
Treasurer, American Apple Bank for Savings,
Finance Association, 1979 to 1990; formerly,
1961 to 1979. Director, Western Pacific
Industries, Inc., 1972 to
1986 (public company).
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11
- ---------------------------------------------------------------------------------------------------------
NUMBER OF
NAME, AGE, POSITION, PORTFOLIOS IN
TERMS OF OFFICE, AND FUND COMPLEX OTHER DIRECTORSHIPS HELD
LENGTH OF TIME OVERSEEN BY OUTSIDE FUND COMPLEX BY
SERVED(1) PRINCIPAL OCCUPATION(S) DIRECTOR(2) DIRECTOR
- ---------------------------------------------------------------------------------------------------------
Howard A. Mileaf Retired. Formerly, Vice 48 Director, Webfinancial
(69) President and General Corporation (holding
Director Counsel, WHX company), since December
Since inception Corporation (holding 2002; formerly Director,
company), 1993 to WHX Corporation
2001. (holding company),
January 2002 to June
2005; formerly, Director,
State Theatre of New
Jersey (not-for-profit
theater), 2000 to 2005;
formerly, Director,
Kevlin Corporation
(manufacturer of
microwave and other
products).
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Edward I. O'Brien Formerly, Member, 48 Director, Legg Mason,
(77) Investment Policy Inc. (financial services
Director Committee, Edward holding company) since
Since inception 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), 1974 to 1992;
Adviser to SIA,
November 1992 to
November 1993.
- ---------------------------------------------------------------------------------------------------------
William E. Rulon Retired. Formerly, 48 Formerly, Director,
(73) Senior Vice President, Pro-Kids Golf and
Director Foodmaker, Inc. Learning Academy (teach
Since inception (operator and franchiser golf and computer usage
of restaurants) until to "at risk" children),
January 1997. 1998 to 2006; formerly,
Director, Prandium, Inc.
(restaurants) from March
2001 to July 2002.
- ---------------------------------------------------------------------------------------------------------
12
- ---------------------------------------------------------------------------------------------------------
NUMBER OF
NAME, AGE, POSITION, PORTFOLIOS IN
TERMS OF OFFICE, AND FUND COMPLEX OTHER DIRECTORSHIPS HELD
LENGTH OF TIME OVERSEEN BY OUTSIDE FUND COMPLEX BY
SERVED(1) PRINCIPAL OCCUPATION(S) DIRECTOR(2) DIRECTOR
- ---------------------------------------------------------------------------------------------------------
Candace L. Straight Private investor and 48 Director, National Atlantic
(58) consultant specializing Holdings Corporation
Director in the insurance (property and casualty
Since inception industry; formerly, insurance company) since
Advisory Director, 2004; Director, The
Securitas Capital LLC Proformance Insurance
(a global private equity Company (personal lines
investment firm property and casualty
dedicated to making insurance company) since
investments in the March 2004; Director,
insurance sector), 1998 Providence Washington
to December 2003. Insurance Company
(property and casualty
insurance company) since
December 1998; formerly
Director, Summit Global
Partners (insurance
brokerage firm)
2000-2005.
- ---------------------------------------------------------------------------------------------------------
(1) The Board of Directors shall at times be divided as equally as possible
into three classes of Directors designated Class I, Class II, and Class
III. The terms of office of Class I, Class II, and Class III Directors
shall expire at the annual meeting of shareholders held in 2006, 2007, and
2008, respectively, and at each third annual meeting of stockholders
thereafter.
(2) For funds organized in a master-feeder structure, we count the master fund
and its associated feeder funds as a single portfolio.
* 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 Fund by
virtue of the fact that they are officers and/or directors of NB Management
and Managing Directors of Neuberger Berman.
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 directors 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 year ended October 31,
2005, all filing requirements applicable to such persons were met.
13
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The following table sets forth the number of times each Fund's Board met
during the fiscal year ended October 31, 2005. 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 year.
FUND BOARD MEETINGS HELD
- ----------------------------------------------------------------------------
Neuberger Berman California Intermediate Municipal Fund Inc. 5
Neuberger Berman Dividend Advantage Fund Inc. 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
- ----------------------------------------------------------------------------
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. The purposes of each Fund's Audit Committee 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 registered public accounting firm and, in connection therewith, to
review and evaluate the qualifications, independence and performance of the
Fund's independent registered public accounting firm; (e) to act as a liaison
between the Fund's independent registered public accounting firm 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 independent registered public accounting firm for each
Fund shall report directly to the Audit Committee. 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
registered public accounting firm to the Chairman of the Audit Committee.
The Audit Committee of each Fund, established in accordance with Section
3(a)(58)(A) of the 1934 Act, 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, Howard A. Mileaf,
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
14
Committees relating to the audit of Fund financial statements for the fiscal
year ended October 31, 2005 is attached hereto as Appendix B. During the fiscal
year ended October 31, 2005, the Committee of each Fund met seven times.
CLOSED-END FUNDS COMMITTEE. Each Fund's Closed-End Funds Committee is
responsible for consideration and evaluation of issues specific to the Funds.
For each Fund, its members are Barry Hirsch (Vice Chairman), Edward I. O'Brien
(Chairman), Jack L. Rivkin, William E. Rulon and Tom D. Seip. All members other
than Mr. Rivkin are Independent Fund Directors. During the fiscal year ended
October 31, 2005, the Committee of each Fund met once.
CONTRACT REVIEW COMMITTEE. The Contract Review Committee of each Fund is
responsible for overseeing and guiding the process by which the Independent
Fund Directors annually consider whether to renew each Fund's principal
contractual arrangements. For each Fund, its members are Faith Colish
(Chairwoman), Barry Hirsch, Robert A. Kavesh, William E. Rulon and Candace L.
Straight. All members are Independent Fund Directors. During the fiscal year
ended October 31, 2005, the Committee of each Fund met three times.
ETHICS AND COMPLIANCE COMMITTEE. The Ethics and Compliance Committee of
each Fund oversees: (a) each Fund's program for compliance with Rule 38a-1 and
the Fund's implementation and enforcement of its compliance policies and
procedures; (b) compliance with each Fund's Code of Ethics (which restricts the
personal securities transactions, including transactions in Fund shares, of
employees, officers, and Directors), and (c) the activities of the Fund's Chief
Compliance Officer. The Committee shall not assume oversight duties to the
extent that such duties have been assigned by the Boards expressly to another
Committee of the Boards (such as oversight of internal controls over financial
reporting, which has been assigned to the Audit Committee.) The Committee's
primary function is oversight. Each investment adviser, sub-adviser, principal
underwriter, administrator and transfer agent (collectively, "Service
Providers") is responsible for its own compliance with the federal securities
laws and for devising, implementing, maintaining and updating appropriate
policies, procedures and codes of ethics to ensure compliance with applicable
laws and regulations. The CCO is responsible for administering each Fund's
Compliance Program, including devising and implementing appropriate methods of
testing compliance by the Fund and its Service Providers. For each Fund, its
members are John Cannon, Faith Colish, C. Anne Harvey, Robert A. Kavesh
(Chairman) and Edward I. O'Brien. All members are Independent Fund Directors.
The Boards will receive at least annually a report on the compliance programs
of the Funds and service providers and the required annual reports on the
administration of the Codes of Ethics and the required annual certifications
from the Funds, Neuberger Berman and NB Management. During the fiscal year
ended October 31, 2005, the Committee of each Fund met twice.
EXECUTIVE COMMITTEE. The Executive Committee of each Fund is responsible
for acting in an emergency when a quorum of the Board of Directors is not
available; the Committee has all the powers of the Boards of Directors when the
Boards are not in session to the extent permitted by Maryland law. For each
Fund, its members are John
15
Cannon, Howard A. Mileaf, Edward I. O'Brien, Tom D. Seip and Peter E. Sundman
(Chairman). All members except for Mr. Sundman are Independent Fund Directors.
During the fiscal year ended October 31, 2005, the Committee of each Fund did
not meet.
GOVERNANCE AND NOMINATING COMMITTEE. The Governance and Nominating
Committee of each Fund is responsible for: (a) considering and evaluating the
structure, composition and operation of the Board of Directors and each
committee thereof, including the operation of the annual self-evaluation by the
Board; (b) evaluating and nominating individuals to serve as Directors,
including as Independent Fund Directors, as members of committees, as Chair of
the Board and as officers of the Fund; and (c) considering and making
recommendations relating to the compensation of Independent Fund Directors and
of those officers as to whom the Boards are charged with approving
compensation. The Committees met to discuss matters relating to the nomination
of Class I 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 and are not
"interested parties" of the Funds as defined in section 2(a)(19) of the 1940
Act. During the fiscal year ended October 31, 2005, the Committee of each Fund
met four times.
INVESTMENT PERFORMANCE COMMITTEE. The Investment Performance Committee of
each Fund is responsible for overseeing and guiding the process by which the
Board reviews Fund performance. Its members are Robert A. Kavesh, Edward I.
O'Brien, Jack L. Rivkin (Vice Chairman), Cornelius T. Ryan and Peter P. Trapp
(Chairman). All members except for Mr. Rivkin are Independent Fund Directors.
During the fiscal year ended October 31, 2005, the Committee of each Fund met
twice.
PORTFOLIO TRANSACTIONS AND PRICING COMMITTEE. The Portfolio Transactions
and Pricing Committee of each Fund (a) monitors the operation of policies and
procedures reasonably designed to ensure that each portfolio holding is valued
in an appropriate and timely manner, reflecting information known to the
manager about current market conditions ("Pricing Procedures"); (b) considers
and evaluates, and recommends to the Board when the Committee deems it
appropriate, amendments to the Pricing Procedures proposed by management,
counsel, the independent registered public accounting firm and others; (c) from
time to time, as required or permitted by the Pricing Procedures, establishes
or ratifies a method of determining the fair value of portfolio securities for
which market pricing are not readily available; (d) oversees the program by
which the manager seeks to monitor and improve the quality of execution for
portfolio transactions; and (e) oversees the adequacy and fairness of the
arrangements for securities lending; in each case with special emphasis on any
situations in which a Fund deals with the manager or any affiliate of the
manager as principal or agent.
The members of the Committee of each Fund are John Cannon, Faith Colish,
Jack L. Rivkin, (Vice Chairman), William E. Rulon, Cornelius T. Ryan and
Candace L. Straight (Chairwoman). All members except for Mr. Rivkin are
Independent Fund Directors. During the fiscal year ended October 31, 2005, the
Committee of each Fund met five times.
16
INFORMATION REGARDING THE FUNDS' PROCESS FOR NOMINATING DIRECTOR CANDIDATES
GOVERNANCE AND NOMINATING COMMITTEE CHARTER. A copy of the Governance and
Nominating Committee Charter is available to stockholders on the Fund's website
at www.nb.com.
STOCKHOLDER COMMUNICATIONS. Each Fund's Governance and 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 Governance and 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 Governance and 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, one Board member attended the 2005
annual meeting of stockholders.
17
OWNERSHIP OF SECURITIES
Set forth below is the dollar range of equity securities owned by each
Director as of February 3, 2006.
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL REGISTERED
DOLLAR RANGE OF INVESTMENT COMPANIES OVERSEEN
EQUITY SECURITIES BY DIRECTOR IN FAMILY OF
NAME OF DIRECTOR OWNED IN EACH FUND* INVESTMENT COMPANIES*
- ------------------------------------------------------------------------------------
Independent Fund Directors
- ------------------------------------------------------------------------------------
John Cannon None Over $100,000
Faith Colish 100** 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
Edward I. O'Brien None Over $100,000
William E. Rulon None $1-$10,000
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 Over $100,000
- ------------------------------------------------------------------------------------
Directors who are "Interested Persons"
- ------------------------------------------------------------------------------------
Jack L. Rivkin None None
Peter E. Sundman None Over $100,000
- ------------------------------------------------------------------------------------
* Valuation as of February 3, 2006.
** Ms. Colish owns 100 shares of each Fund other than Neuberger Berman
California Intermediate Municipal Fund Inc.
INDEPENDENT FUND DIRECTORS' OWNERSHIP OF SECURITIES
As of January 31, 2006, 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.
18
POSITION AND
LENGTH OF
NAME AND AGE TIME SERVED PRINCIPAL OCCUPATION(S)
- --------------------------------------------------------------------------------
Andrew B. Allard (44) Anti-Money Senior Vice President, Neuberger
Laundering Berman since 2006; Deputy
Compliance General Counsel, Neuberger
Officer since Berman since 2004; formerly, Vice
inception (1) President, Neuberger Berman,
2000 to 2006; formerly, Associate
General Counsel, Neuberger
Berman, 1999 to 2004; formerly,
Associate General Counsel, NB
Management, 1994 to 1999;
Anti-Money Laundering
Compliance Officer, fifteen
registered investment companies
for which NB Management acts as
investment manager and
administrator (seven since 2002,
three since 2003, four since 2004
and one since 2005).
- --------------------------------------------------------------------------------
Michael J. Bradler (35) Assistant Vice President, Neuberger since
Treasurer since 2006; Employee, NB Management
2005 since 1997; Assistant Treasurer,
fifteen registered investment
companies for which NB
Management acts as investment
manager and administrator (fifteen
since 2005).
- --------------------------------------------------------------------------------
Claudia A. Brandon (49) Secretary since Vice President-Mutual Fund Board
inception (1) Relations, NB Management since
2000 and Assistant Secretary since
2004; Vice President, Neuberger
since 2002 and employee since
1999; formerly, Vice President, NB
Management from 1986 to 1999;
Secretary, fifteen registered
investment companies for which NB
Management acts as investment
manager and administrator (three
since 2000, four since 2002, three
since 2003, four since 2004 and one
since 2005).
- --------------------------------------------------------------------------------
19
POSITION AND
LENGTH OF
NAME AND AGE TIME SERVED PRINCIPAL OCCUPATION(S)
- --------------------------------------------------------------------------------
Robert Conti (49) Vice President Senior Vice President, Neuberger
since inception (1) since 2003; formerly, Vice
President, Neuberger 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, fifteen registered
investment companies for which NB
Management acts as investment
manager and administrator (three
since 2000, four since 2002, three
since 2003, four since 2004 and one
since 2005).
- --------------------------------------------------------------------------------
Brian J. Gaffney (52) Vice President Managing Director, Neuberger since
since inception (1) 1999; Senior Vice President, NB
Management since 2000; formerly,
Vice President, NB Management
from 1997 to 1999; Vice President,
fifteen registered investment
companies for which NB
Management acts as investment
manager and administrator (three
since 2000, four since 2002, three
since 2003, four since 2004 and one
since 2005).
- --------------------------------------------------------------------------------
Maxine Gerson (55) Chief Legal Senior Vice President, Neuberger
Officer since Berman since 2002; Deputy
2005 (only for General Counsel and Assistant
purposes of Secretary, Neuberger Berman since
sections 307 and 2001; formerly, Vice President,
406 of the Neuberger Berman, 2001 to 2002;
Sarbanes-Oxley formerly, Associate General
Act of 2002) Counsel, Neuberger Berman,
2001; formerly, Counsel,
Neuberger Berman, 2000;
Secretary and General Counsel,
NB Management since 2004.
- --------------------------------------------------------------------------------
20
POSITION AND
LENGTH OF
NAME AND AGE TIME SERVED PRINCIPAL OCCUPATION(S)
- --------------------------------------------------------------------------------
Sheila R. James (40) Assistant Employee, Neuberger since 1999;
Secretary since formerly, Employee, NB
inception (1) Management from 1991 to 1999;
Assistant Secretary, fifteen
registered investment companies
for which NB Management acts as
investment manager and
administrator (seven since 2002,
three since 2003, four since 2004
and one since 2005).
- --------------------------------------------------------------------------------
Kevin Lyons (50) Assistant Employee, Neuberger since 1999;
Secretary since formerly, Employee, NB
2003 (2) Management from 1993 to 1999;
Assistant Secretary, fifteen
registered investment companies
for which NB Management acts as
investment manager and
administrator (ten since 2003, four
since 2004 and one since 2005).
- --------------------------------------------------------------------------------
John M. McGovern (36) Treasurer and Vice President, Neuberger since
Principal 2004; Employee, NB Management
Financial and since 1993; Treasurer and
Accounting Principal Financial and Accounting
Officer since Officer, fifteen registered
2005; prior investment companies for which
thereto, Assistant NB Management acts as
Treasurer since investment manager and
inception (1) administrator (fifteen since 2005);
formerly, Assistant Treasurer,
fifteen registered investment
companies for which NB
Management acts as investment
manager and administrator from
2002 to 2005.
- --------------------------------------------------------------------------------
Frank Rosato (35) Assistant Vice President, Neuberger since
Treasurer since 2006; Employee, NB Management
2005 since 1995; Assistant Treasurer,
fifteen registered investment
companies for which NB
Management acts as investment
manager and administrator (fifteen
since 2005).
- --------------------------------------------------------------------------------
21
POSITION AND
LENGTH OF
NAME AND AGE TIME SERVED PRINCIPAL OCCUPATION(S)
- --------------------------------------------------------------------------------
Frederic B. Soule (59) Vice President Senior Vice President, Neuberger
since inception (1) since 2003; formerly, Vice
President, Neuberger from 1999 to
2003; formerly, Vice President,
NB Management from 1995 to
1999; Vice President, fifteen
registered investment companies
for which NB Management acts as
investment manager and
administrator (three since 2000,
four since 2002, three since 2003,
four since 2004 and one since
2005).
- --------------------------------------------------------------------------------
Chamaine Williams (35) Chief Vice President, Lehman Brothers
Compliance Inc. since 2003; Chief Compliance
Officer since Officer, fifteen registered
2005 investment companies for which
NB Management acts as
investment manager and
administrator (fifteen since 2005);
Chief Compliance Officer, Lehman
Brothers Asset Management Inc.
since 2003; Chief Compliance
Officer, Lehman Brothers
Alternative Investment
Management LLC since 2003;
formerly, Vice President, UBS
Global Asset Management (US)
Inc. (formerly, Mitchell Hutchins
Asset Management, a wholly-
owned subsidiary of PaineWebber
Inc.) from 1997-2003.
- --------------------------------------------------------------------------------
(1) The officer has served since each Fund's inception. The inception date of
Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman
California Intermediate Municipal Fund Inc., Neuberger Berman New York
Intermediate Municipal Fund Inc., and Neuberger Berman Real Estate Income
Fund Inc. is 2002. The inception date of Neuberger Berman Realty Income
Fund Inc., Neuberger Berman Real Estate Securities Income Fund Inc. and
Neuberger Berman Income Opportunity Fund Inc. is 2003. The inception date
of the Neuberger Berman Dividend Advantage Fund Inc. is 2004.
(2) For Neuberger Berman Dividend Advantage Fund Inc., the officer has served
since the Fund's inception in 2004.
22
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, 2005, the Directors received
the amounts set forth in the following table from each Fund. For the calendar
year ended December 31, 2005, 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 Director and/or officer without any compensation
from the Funds.
TABLE OF COMPENSATION
TOTAL COMPENSATION FROM REGISTERED
COMPENSATION FROM INVESTMENT COMPANIES IN THE NEUBERGER
NAME AND POSITION EACH FUND FOR FISCAL BERMAN FUND COMPLEX PAID TO DIRECTORS
WITH EACH FUND YEAR ENDED 10/31/05 FOR CALENDAR YEAR ENDED 12/31/05
- -----------------------------------------------------------------------------------------
Independent Fund Directors
- -----------------------------------------------------------------------------------------
John Cannon
Director $2,098 $92,785
Faith Colish
Director $1,956 $85,877
C. Anne Harvey
Director $1,956 $85,877
Barry Hirsch
Director $1,956 $85,877
Robert A. Kavesh
Director $1,956 $85,877
Howard A. Mileaf
Director $1,978 $88,809
Edward I. O'Brien
Director $1,956 $85,877
William E. Rulon
Director $1,956 $85,877
Cornelius T. Ryan
Director $2,217 $97,698
Tom D. Seip
Director $2,053 $90,808
Candace L. Straight
Director $1,956 $85,877
Peter P. Trapp
Director $2,098 $92,785
- -----------------------------------------------------------------------------------------
23
TOTAL COMPENSATION FROM REGISTERED
COMPENSATION FROM INVESTMENT COMPANIES IN THE NEUBERGER
NAME AND POSITION EACH FUND FOR FISCAL BERMAN FUND COMPLEX PAID TO DIRECTORS
WITH EACH FUND YEAR ENDED 10/31/05 FOR CALENDAR YEAR ENDED 12/31/05
- -----------------------------------------------------------------------------------------
Directors who are "Interested Persons"
- -----------------------------------------------------------------------------------------
Jack L. Rivkin
Director and President $0 $0
Peter E. Sundman
Director, Chairman of
the Board and Chief
Executive Officer $0 $0
- -----------------------------------------------------------------------------------------
VOTE REQUIRED
With respect to each Fund, Faith Colish, C. Anne Harvey, Cornelius T.
Ryan, Peter E. Sundman and Peter P. Trapp must be elected by the holders of a
majority of the Fund's outstanding Common Shares and Preferred Shares, voting
together.
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, 2005 for each 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, 2006. Ernst & Young has served as each Fund's independent
registered public accounting firm 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.
24
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, 2004 and October 31, 2005 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
PERIOD ENDED ENDED
FUND 10/31/04 10/31/05
- -------------------------------------------------------------------------------------
Neuberger Berman
California Intermediate Municipal Fund Inc. $31,250 $31,250
Neuberger Berman Dividend Advantage Fund Inc.(1) $49,750 $31,250
Neuberger Berman Income Opportunity Fund Inc. $31,250 $31,250
Neuberger Berman Intermediate Municipal Fund Inc. $31,250 $31,250
Neuberger Berman
New York Intermediate Municipal Fund Inc. $31,250 $31,250
Neuberger Berman
Real Estate Securities Income Fund Inc. $46,250 $31,250
Neuberger Berman Realty Income Fund Inc. $31,250 $31,250
- -------------------------------------------------------------------------------------
AUDIT-RELATED FEES
The aggregate audit-related fees billed by Ernst & Young for the fiscal
years or periods ended October 31, 2004 and October 31, 2005, 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
PERIOD ENDED ENDED
FUND 10/31/04 10/31/05
- -------------------------------------------------------------------------------------
Neuberger Berman
California Intermediate Municipal Fund Inc. $5,000 $6,000
Neuberger Berman Dividend Advantage Fund Inc.(1) N/A $6,000
Neuberger Berman Income Opportunity Fund Inc. $5,000 $6,000
Neuberger Berman Intermediate Municipal Fund Inc. $5,000 $6,000
Neuberger Berman
New York Intermediate Municipal Fund Inc. $5,000 $6,000
Neuberger Berman
Real Estate Securities Income Fund Inc. $5,000 $6,000
Neuberger Berman Realty Income Fund Inc. $5,000 $6,000
- -------------------------------------------------------------------------------------
25
TAX FEES
The aggregate fees billed by Ernst & Young for the fiscal years or periods
ended October 31, 2004 and October 31, 2005, for tax compliance, tax advice,
and tax planning were as shown in the table below.
TAX FEES BILLED
-------------------------------
FISCAL YEAR OR FISCAL YEAR
PERIOD ENDED ENDED
FUND 10/31/04 10/31/05
- -------------------------------------------------------------------------------------
Neuberger Berman
California Intermediate Municipal Fund Inc. $8,700 $8,700
Neuberger Berman Dividend Advantage Fund Inc.(1) $8,700 $8,700
Neuberger Berman Income Opportunity Fund Inc. $8,700 $8,700
Neuberger Berman Intermediate Municipal Fund Inc. $8,700 $8,700
Neuberger Berman
New York Intermediate Municipal Fund Inc. $8,700 $8,700
Neuberger Berman
Real Estate Securities Income Fund Inc. $8,700 $8,700
Neuberger Berman Realty Income Fund Inc. $8,700 $8,700
- -------------------------------------------------------------------------------------
ALL OTHER FEES
Aggregate fees billed by Ernst & Young during the fiscal years or periods
ended October 31, 2004 and October 31, 2005 for other services provided to the
Funds were as shown in the table below.
ALL OTHER FEES
-------------------------------
FISCAL YEAR OR FISCAL YEAR
PERIOD ENDED ENDED
FUND 10/31/04 10/31/05
- -------------------------------------------------------------------------------------
Neuberger Berman
California Intermediate Municipal Fund Inc. $0 $0
Neuberger Berman Dividend Advantage Fund Inc.(1) $0 $0
Neuberger Berman Income Opportunity Fund Inc. $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. $0 $0
Neuberger Berman Realty Income Fund Inc. $0 $0
- -------------------------------------------------------------------------------------
26
Aggregate fees billed by Ernst & Young during the fiscal years or periods
ended October 31, 2004 and October 31, 2005 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
PERIOD ENDED ENDED
FUND 10/31/04 10/31/05
- -------------------------------------------------------------------------------------
Neuberger Berman
California Intermediate Municipal Fund Inc. $269,750 $175,350
Neuberger Berman Dividend Advantage Fund Inc.(1) $264,750 $175,350
Neuberger Berman Income Opportunity Fund Inc. $264,750 $175,350
Neuberger Berman Intermediate Municipal Fund Inc. $269,750 $175,350
Neuberger Berman
New York Intermediate Municipal Fund Inc. $269,750 $175,350
Neuberger Berman
Real Estate Securities Income Fund Inc. $269,750 $175,350
Neuberger Berman Realty Income Fund Inc. $269,750 $175,350
- -------------------------------------------------------------------------------------
* 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.
(1) The Fund commenced investment operations on March 30, 2004.
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.
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
27
meeting. In order to be considered at a Fund's 2007 annual meeting, stockholder
nominations and proposals must be received by the Fund no later than December
1, 2006 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 28, 2006
28
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 Governance
and 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;
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/trustees1; and
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 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;
1 This report is required only for closed-end funds. An example appears as
Attachment A to this charter.
A-2
(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 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
A-3
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 with respect to risk
assessment and risk management;
(p) to set clear policies relating to the hiring by entities within the
Fund's investment company complex2 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 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
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
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.
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.
A-5
(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
ATTACHMENT A
SAMPLE
AUDIT COMMITTEE REPORT
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 REALTY INCOME FUND INC.
NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC.
NEUBERGER BERMAN INCOME OPPORTUNITY FUND INC.
NEUBERGER BERMAN DIVIDEND ADVANTAGE FUND INC.
(COLLECTIVELY, THE "FUNDS")
The Audit Committee of the Boards of Directors of the Funds operates
pursuant to a Charter dated , which sets forth the role of the Audit
Committee in the Funds' 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 integrity of the Funds'
financial statements and the independent audit of those financial statements.
The Committee is responsible for, among other things, recommending the initial
and ongoing engagement 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 to review each Fund's audited
financial statements for the fiscal period ended October 31, . In
performing this oversight function, the Audit Committee has reviewed and
discussed the audited financial statements with the Funds' management and their
independent auditors, . The Audit Committee has discussed with
[Auditor] the matters required to be discussed by Statement on Auditing
Standards No. 61, and has received the written disclosures and the letter from
[Auditor] required by Independence Standards Board Standard No. 1. The Audit
Committee also has discussed with [Auditor] its independence.
The members of the Audit Committee 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 Committee rely without independent verification on the
information provided and the representations made to them by management and
[Auditor].
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
A-7
statements be included in each Fund's Annual Report to Stockholders for the
fiscal period ended October 31, .
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)
Peter P. Trapp
[Date]
A-8
APPENDIX B
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 an Audit Committee in a
Fund's financial reporting process. Pursuant to the Charter, the role of the
Audit Committee is to oversee a Fund's accounting and financial reporting
processes and the quality and integrity of the Fund's financial statements and
the independent audit of those financial statements. Each Fund's Audit
Committee is responsible for, among other things, recommending the initial and
ongoing engagement of the independent registered public accounting firm and
reviewing the scope and results of the Fund's annual audit with the Fund's
independent registered public accounting firm. 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 registered
public accounting firm for the Funds is responsible for planning and carrying
out proper audits and reviews.
The Audit Committees met on December 13, 2005 to review each Fund's
audited financial statements for the fiscal year ended October 31, 2005. In
performing this oversight function, the Audit Committees have reviewed and
discussed the audited financial statements with the Funds' management and their
independent registered public accounting firm, 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.
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, each Fund's Audit Committee recommended to its Board
of Directors that the audited
B-1
financial statements be included in the Fund's Annual Report to Stockholders
for the fiscal year ended October 31, 2005.
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.
John Cannon
Howard A. Mileaf
Cornelius T. Ryan (Chairman)
Tom D. Seip
Peter P. Trapp
December 13, 2005
B-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
P24111
D0527 02/06
PROXY TABULATOR TO VOTE BY MAIL
PO BOX 9112
FARMINGDALE, NY 11735 1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
Please fill in box as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS. NEUBG1 KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
====================================================================================================================================
NEUBERGER BERMAN
[FUND NAME PRINTS HERE]
VOTE ON DIRECTORS
1. To elect five Class I Directors to serve until the annual FOR WITHHOLD FOR ALL TO WITHHOLD AUTHORITY TO VOTE
meeting of stockholders in 2009, or until their successors ALL ALL EXCEPT FOR ANY NOMINEE(S), MARK THE
are elected and qualified: 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.
| | | | | |
ALL FUNDS -------------------------------
(01) Faith Colish
(02) C. Anne Harvey
(03) Cornelius T. Ryan
(04) Peter E. Sundman
(05) Peter P. Trapp
IF YOU PLAN TO ATTEND THE MEETING, PLEASE CALL 1-877-461-1899.
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.
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.
Signature (owner, trustee, custodian, etc.)
- -------------------------------------------------------
|
|
- -------------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date
====================================================================================================================================
- --------------------------------------------------------------------------------
================================================================================
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.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS ON APRIL 6, 2006
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 April 6, 2006
at 2:30 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 ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
================================================================================
PROXY TABULATOR TO VOTE BY MAIL
PO BOX 9112
FARMINGDALE, NY 11735 1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
Please fill in box as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS. NEUBG3 KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
====================================================================================================================================
NEUBERGER BERMAN
[FUND NAME PRINTS HERE]
VOTE ON DIRECTORS
1. To elect five Class I Directors to serve until the annual FOR WITHHOLD FOR ALL TO WITHHOLD AUTHORITY TO VOTE
meeting of stockholders in 2009, or until their successors ALL ALL EXCEPT FOR ANY NOMINEE(S), MARK THE
are elected and qualified: 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.
| | | | | |
ALL FUNDS -------------------------------
(01) Faith Colish
(02) C. Anne Harvey
(03) Cornelius T. Ryan
(04) Peter E. Sundman
(05) Peter P. Trapp
IF YOU PLAN TO ATTEND THE MEETING, PLEASE CALL 1-877-461-1899.
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.
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.
Signature (owner, trustee, custodian, etc.)
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Signature [PLEASE SIGN WITHIN BOX] Date
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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.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS ON APRIL 6, 2006
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 April 6, 2006
at 2:30 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 ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
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