1933 Act File No. 333-100914
1940 Act File No. 811-21168
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ X ] Pre-Effective Amendment No. 2
[ ] Post-Effective Amendment No.
and
[ X ] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[ X ] Amendment No. 6
Neuberger Berman Intermediate Municipal Fund Inc.
(Exact Name of Registrant as Specified in Articles of Incorporation)
c/o Neuberger Berman Management Inc.
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
(Address of Principal Executive Offices)
(212) 476-8800
(Registrant's Telephone Number, including Area Code)
Peter E. Sundman
c/o Neuberger Berman Management Inc.
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
(Name and Address of Agent for Service)
Copies of Communications to:
Arthur C. Delibert, Esq. Ellen Metzger, Esq.
Kirkpatrick & Lockhart LLP Neuberger Berman, LLC
1800 Massachusetts Avenue, N.W. 605 Third Avenue
2nd Floor New York, New York 10158-3698
Washington, DC 20036-1800
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement
---------------------------
If any of the securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [_]
It is proposed that this filing will become effective (check appropriate box)
[ ] when declared effective pursuant to section 8(c)
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
-------------------------------------------------------------------------------------------------
Title of Securities Amount Being Proposed Maximum Proposed Maximum Amount of
Being Registered Registered Offering Price Aggregate Registration Fee
Per Unit Offering Price (1)
-------------------------------------------------------------------------------------------------
Preferred Stock 7,176 $25,000 $179,400,000 $16,504.80
-------------------------------------------------------------------------------------------------
(1) Previously paid.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such
dates as the Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.
NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC.
CONTENTS OF PRE-EFFECTIVE AMENDMENT NO. 2 ON FORM N-2
This pre-effective amendment consists of the following papers and documents:
Cover Sheet
Contents of Pre-Effective Amendment No. 2 on Form N-2
Part A - Prospectus*
Part B - Statement of Additional Information except Independent
Auditors Report and audited Financial Statement*
Audited Financial Statement
Unaudited Financial Statements
Part C - Other Information
Signature Pages
Exhibits
* Incorporated by Reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement, File Nos. 333-100914 and 811-21168 (Filed December
9, 2002).
This filing is being made solely to update the financial statements in the
Fund's Registration Statement.
REPORT OF INDEPENDENT AUDITORS
To the Shareholder and
Board of Directors of
Neuberger Berman Intermediate Municipal Fund Inc.
We have audited the accompanying statement of assets and liabilities of
Neuberger Berman Intermediate Municipal Fund Inc., (the "Fund") as of September
19, 2002. This financial statement is the responsibility of the Fund's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of Neuberger Berman Intermediate
Municipal Fund Inc., at September 19, 2002, in conformity with accounting
principles generally accepted in the United States.
ERNST & YOUNG LLP
Boston, Massachusetts
September 20, 2002
FINANCIAL STATEMENT
NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC.
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 19, 2002
ASSETS
Cash $ 100,005
Deferred offering costs 300,000
-----------------
Total assets 400,005
-----------------
LIABILITIES
Payable for offering costs 300,000
-----------------
NET ASSETS AT VALUE $ 100,005
=================
NET ASSETS CONSIST OF:
Paid-in capital $ 100,005
=================
SHARES OUTSTANDING ($.0001 PAR VALUE;
1,000,000,000 SHARES AUTHORIZED) 6,981
=================
NET ASSET VALUE, PER SHARE $14.325
=================
MAXIMUM OFFERING PRICE PER SHARE ($14.325/95.5%) $15.00
=================
See Notes to Financial Statement.
NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC.
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 19, 2002
NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. ORGANIZATION:
Neuberger Berman Intermediate Municipal Fund Inc. (the "Fund") was organized as
a Maryland corporation on July 29, 2002. The Fund is registered under the
Investment Company Act of 1940, as amended, as a non-diversified, closed-end
management investment company. The Fund has had no operations to date, other
than the sale to Neuberger Berman LLC ("Neuberger"), the Fund's sub-adviser, on
September 19, 2002 of 6,981 shares of common stock for $100,005 ($14.325 per
share).
2. ACCOUNTING POLICIES
The preparation of the financial statements in accordance with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities. Actual results may differ from those estimates.
3. CONCENTRATION OF RISK
The ability of the issuers of the debt securities held by the Fund to meet their
obligations may be affected by economic developments, including those particular
to a specific industry or region.
NOTE B -- INVESTMENT MANAGEMENT AGREEMENT, ADMINISTRATION AGREEMENT AND OTHER
TRANSACTIONS WITH AFFILIATES
Under the terms of an Investment Management Agreement, the Fund pays Neuberger
Berman Management Inc. ("Management") a monthly fee at an annualized rate of
0.25% of the Fund's average daily Managed Assets. Managed Assets means the total
assets of the Fund less liabilities other than the aggregate indebtedness
entered into for purposes of leverage. For purposes of calculating Managed
Assets, the liquidation preference of any preferred shares outstanding is not
considered a liability.
Management has contractually agreed to waive a portion of the management fees it
is entitled to receive from the Fund at the following annual rates:
Fiscal Period or Year Ended % of Average
October 31, Daily Managed Assets
--------------------------------------------------------------
2002 0.25%
2003 - 2007 0.25
2008 0.20
2009 0.15
2010 0.10
2011 0.05
Management has not agreed to waive any portion of its fees and expenses beyond
October 31, 2011.
Pursuant to an administration agreement between Management and the Fund, the
Fund has agreed to pay Management an administration fee payable on a monthly
basis at the annual rate of 0.30% of the Fund's average daily Managed Assets.
Additionally, Management retains State Street Corporation ("State Street") as
its sub-administrator under a Sub Administration Agreement. Management pays
State Street a fee for all services received under the agreement.
Management and Neuberger, a member firm of The New York Stock Exchange and
sub-adviser to the Fund, are wholly owned subsidiaries of Neuberger Berman Inc.,
a publicly held company. Neuberger is retained by Management to furnish it with
investment recommendations and research information without added cost to each
Fund. Several individuals who are officers and/or trustees of the Fund are also
employees of Neuberger and/or Management.
NOTE C -- ORGANIZATION EXPENSES AND OFFERING COSTS:
Based on an estimated Fund offering of 10,000,000 shares, organization and
offering costs are estimated to be $35,000 and $811,100, respectively.
Management has agreed to pay all organizational expenses and the amount by which
the aggregate of all of the Fund's offering costs (other than sales load) exceed
$0.03 per share. Such amount to be paid by Management is estimated to be
$511,100. The Fund will pay offering costs estimated at $300,000 from the
proceeds of the offering. Offering costs paid by the Fund will be charged as a
reduction of paid-in capital at the completion of the Fund offering.
NOTE D - FEDERAL INCOME TAXES
The Fund intends to qualify as a "regulated investment company" and to comply
with the applicable provisions of the Internal Revenue Code of 1986, as amended,
such that it will not be subject to Federal income tax.
FINANCIAL STATEMENTS (UNAUDITED)
NEUBERGER BERMAN OCTOBER 31, 2002
SCHEDULE OF INVESTMENTS INTERMEDIATE MUNICIPAL FUND INC.
PRINCIPAL AMOUNT SECURITY @ RATING * VALUE+
(000'S OMITTED) MOODY'S S&P (000'S OMITTED)
TAX-EXEMPT SECURITIES--BACKED BY INSURANCE (32.6%)
AMERICAN MUNICIPAL BOND ASSURANCE CORP.
$ 5,000 Chicago (IL) G.O., Ser. 1996 A-2, 6.25%, due 1/1/13 Aaa AAA $ 5,950
4,100 Fargo (ND) Hlth. Sys. Rev. (Meritcare Obligated Group),
Ser. 2002 A, 5.63%, due 6/1/17 AAA 4,452
FINANCIAL GUARANTY INSURANCE CO.
2,150 Cass Lake (MN) Independent Sch. Dist. No. 115 G.O.,
5.00%, due 2/1/18 AAA 2,246
4,000 Denver (CO) City & Co. Arpt. Sys. Ref. Rev., Ser. 2002 E,
5.25%, due 11/15/14 Aaa AAA 4,214
3,075 Detroit (MI) City Sch. Dist. Sch. Bldg. & Site Imp. G.O.,
Ser. 2002 A, 5.50%, due 5/1/15 AAA 3,442
4,935 Massachusetts St. Hlth. & Ed. Fac. Au. Rev.
(New England Med. Ctr. Hosp.), Ser. 2002 H, 5.38%,
due 5/15/16 AAA 5,251
2,140 Mt. Pleasant (SC) Wtr. & Swr. Ref. Rev., 5.25%, due 12/1/17 AAA 2,301
8,140 Orange Co. (FL) Sales Tax Ref. Rev., Ser. 2002 A, 5.13%,
due 1/1/18 Aaa AAA 8,605
5,500 Prince Georges Co. (MD) Cons. Pub. Imp. G.O., Ser. 2001,
5.25%, due 12/1/16 Aaa AAA 6,005
1,000 Sarasota Co. (FL) Util. Sys. Ref. Rev., Ser. 2002 C, 5.25%,
due 10/1/20 Aaa AAA 1,055
FINANCIAL SECURITY ASSURANCE INC.
7,000 Harris Co. (TX) Senior Lien Toll Road Rev., 5.38%, due 8/1/16 AAA 7,619
4,260 King Co. (WA) Pub. Trans. Sales Tax Ref. G.O., Ser. 2002,
5.38%, due 12/1/14 Aaa AAA 4,738
1,725 Maine Muni. Bond Bank Rev., Ser. 1998 C, 5.35%,
due 11/1/18 AAA 1,836
5,395 Truckee Meadows (NV) Wtr. Au. Wtr. Rev., Ser. 2001 A, 5.50%,
due 7/1/15 AAA 5,937
1,370 Wisconsin St. Hlth. & Ed. Fac. Au. Rev. (Aurora Med. Group,
Inc. Proj.), Ser. 1996, 6.00%, due 11/15/11 Aaa AAA 1,581
MUNICIPAL BOND INVESTORS ASSURANCE CORP.
1,465 Arizona St. Energy Mgt. Svcs. Energy Conservation Rev.
(Arizona St. Univ. Proj.), Ser. 2002, 5.25%, due 7/1/17 AAA 1,574
5,335 Clark Co. (NV) Passenger Fac. Charge Ref. Rev. (Las Vegas
McCarran Arpt. Proj.), Ser. 2002, 5.25%, due 7/1/10 AAA 5,768
5,000 Illinois G.O., First Ser. 2002, 5.25%, due 10/1/14 Aaa 5,507
3,000 Illinois Hlth. Fac. Au. Rev. (Loyola Univ.), Ser. 1997 A, 6.00%,
due 7/1/14 Aaa AAA 3,482
4,555 Washington St. G.O., Ser. 1998 C, 6.00%, due 7/1/12 AAA 5,359
1,000 Western (MI) Townships Util. Au. Sewage Disp. Sys. Ref. G.O.,
Ser. 2001 A, 5.25%, due 1/1/13 Aaa AAA 1,091
7,205 Wisconsin St. G.O., Ser. 2002 C, 5.25%, due 5/1/17 Aaa AAA 7,717
--------
95,730
--------
TAX-EXEMPT SECURITIES--OTHER (39.0%)
1,000 Austin (TX) Convention Enterprises, Inc. Convention Ctr. Hotel
First Tier Rev., Ser. 2001 A, 6.38%, due 1/1/16 Baa3 BBB- 1,035
2,000 Badger (WI) Tobacco Asset Securitization Corp. Asset-Backed
Rev., Ser. 2002, 5.50%, due 6/1/10 A1 A 2,004
2,635 Beaufort Co. (SC) Sch. Dist. G.O., Ser. 2001 A, 5.00%,
due 3/1/18 Aa1 2,739
1
PRINCIPAL AMOUNT SECURITY @ RATING * VALUE+
(000'S OMITTED) MOODY'S S&P (000'S OMITTED)
$ 6,000 Brazos River (TX) Harbor Navigation Dist. Rev. (Dow Chemical
Co. Proj.), Ser. 2002 B-2, 4.75%, due 5/15/33 A3 A $ 5,824
5,000 Burke Co. (GA) Dev. Au. PCR (Georgia Pwr. Co. Plant Vogtle Proj.),
Ser. 2001, 4.45%, due 1/1/32 A2 A 5,217
1,000 Clark Co. (WA) Sch. Dist. No. 037 G.O., Ser. 1998, 5.13%,
due 12/1/12 A3 1,108
1,765 Cumberland Co. (PA) West Shore Area Au. Hosp. Rev.,
(Holy Spirit Hosp. of the Sisters of Christian Charity Proj.),
6.05%, due 1/1/19 BBB+ 1,828
4,210 DCH Hlth. Care Au. (AL) Hlth. Care Fac. Rev., Ser. 2002, 5.25%,
due 6/1/14 A1 A+ 4,362
4,495 Dist. of Columbia Ref. G.O., Ser. 2002 C, 5.25%, due 6/1/13 AAA 4,897
825 Fort Bend Co. (TX) Ind. Dev. Corp. Ref. PCR (Frito-Lay Inc. Proj.),
Ser. 1987, 3.00%, due 10/1/11 A1 819
5,130 Illinois Ed. Fac. Au. Rev. (Field Museum of Natural History),
Ser. 2002, 4.30%, due 11/1/36 A2 A 5,094
3,500 Indiana St. Dev. Fin. Au. Solid Waste Disp. Rev. (Waste
Management, Inc. Proj.), Ser. 2001, 3.45%, due 10/1/31 BBB 3,492
2,000 Jasper (IN) Hosp. Au. Hosp. Fac. Ref. Rev. (Mem. Hosp. Ctr. Proj.),
5.50%, due 11/1/17 AA 2,072
2,000 Lubbock (TX) Hlth. Fac. Dev. Corp. Rev. (St. Joseph Hlth. Sys.),
Ser. 1998, 5.25%, due 7/1/16 Aa3 AA- 2,053
1,500 Maricopa Co. (AZ) IDA Multi-Family Hsg. Rev. (Sun King Arpts.
Proj.), Ser. 2000 A, 6.75%, due 11/1/18 A3 A 1,628
1,000 Martin Co. (NC) Ind. Fac. & Poll. Ctrl. Fin. Au. Solid Waste
Disp. Rev. (Weyerhaeuser Co. Proj.), Ser. 1994, 6.80%,
due 5/1/24 Baa2 BBB 1,042
1,000 Maryland St. Hlth. & Higher Ed. Fac. Au. Rev. (Union Hosp. of
Cecil Co.), Ser. 2002, 5.50%, due 7/1/14 A3 1,083
2,400 Mashnatucket Western Pequot Tribe (CT) Spec. Rev.,
Sub. Ser. 1997 B, 5.70%, due 9/1/12 Baa3 2,532
2,450 Massachusetts St. Hlth. & Ed. Fac. Au. Rev. (Caritas Christi
Oblig. Group.), Ser. 1999 A, 5.70%, due 7/1/15 A+ 2,467
2,810 Massachusetts St. Hlth. & Ed. Fac. Au. Rev. (Milford-Whitinsville
Reg. Hosp.), Ser. 1998 C, 5.75%, due 7/15/13 Baa2 BBB 2,966
3,085 Memphis-Shelby Co. (TN) Arpt. Au. Spec. Fac. Ref. Rev.
(Federal Express Corp.), Ser. 2002, 5.05%, due 9/1/12 Baa2 BBB 3,186
1,085 Mesa (AZ) IDA Std. Hsg. Rev. (Mesa Std. Hsg.), Ser. 2001,
5.70%, due 7/1/11 A 1,189
1,500 Michigan St. Bldg. Au. Rev. (Fac. Prog.), Ser. 2001 II, 5.50%,
due 10/15/18 Aa1 AA+ 1,621
3,235 Minneapolis (MN) G.O., 5.00%, due 12/1/18 AAA 3,381
2,000 Missouri St. Env. Imp. & Energy Res. Au. Wtr. Poll. Ctrl. Rev.,
Ser. 2002 B, 5.50%, due 7/1/16 AAA 2,225
1,500 Missouri St. Hsg. Dev. Comm. Multi-Family Hsg. Rev.,
Ser. 2001 II, 5.25%, due 12/1/16 AA 1,568
5,000 Montgomery Co. (PA) Higher Ed. & Hlth. Au. Hosp. Rev.
(Abington Mem. Hosp.), Ser. 2002 A, 5.00%, due 6/1/19 A 4,933
3,000 Moraine (OH) Solid Waste Disp. Rev. (General Motors Corp. Proj.),
Ser. 1994, 6.75%, due 7/1/14 A3 BBB 3,293
4,780 North Central (TX) Hlth. Fac. Dev. Corp. Ref. Hosp. Rev.
(Baylor Hlth. Care Sys. Proj.), Ser. 1998, 5.10%, due 5/15/13 Aa3 AA- 4,974
2,085 Palm Beach Co. (FL) Hlth. Fac. Au. Ref. Rev. (Boca Raton Comm.
Hosp. Corp.), Ser. 2001, 5.00%, due 12/1/12 A+ 2,170
See Notes to Schedule of Investments
2
PRINCIPAL AMOUNT SECURITY @ RATING * VALUE+
(000'S OMITTED) MOODY'S S&P (000'S OMITTED)
$ 8,000 Puerto Rico Children's Trust Tobacco Settlement Asset-Backed
Rev., Ser. 2002, 5.38%, due 5/15/33 A1 A $ 7,693
2,000 Sayre (PA) Hlth. Care Fac. Au. Rev. (Guthrie Hlth.), Ser. 2002 A,
5.75%, due 12/1/21 A- 2,049
1,000 Spokane Co. (WA) G.O., Ser. 1998, 5.10%, due 12/1/17 Aa3 1,042
2,500 St. Louis (MO) IDA Rev. (St. Louis Convention Center
Headquarters Hotel Proj.), Ser. 2000 A, 7.00%, due 12/15/15 Baa3 2,524
2,540 St. Paul (MN) Port Au. Lease Rev. (Office Bldg.), Ser. 2002,
5.00%, due 12/1/17 Aa1 2,623
500 Texas Std. Hsg. Corp. Std. Hsg. Rev. (Midwestern St. Univ. Proj.),
Ser. 2002, 5.50%, due 9/1/12 Baa3 495
3,000 Tobacco Settlement Au. (IA) Tobacco Settlement Rev.,
Ser. 2001 B, 5.30%, due 6/1/25 A1 A 2,651
3,500 Union Co. (SC) IDR (Federal Paper Board Co., Inc. Proj.),
Ser. 1989, 4.55%, due 11/1/09 Baa2 BBB 3,510
1,900 Univ. (WI) Hosp. & Clinics Au. Rev., Ser. 2002 B, 5.50%,
due 4/1/12 A1 2,012
3,155 Washington St. Hlth. Care Fac. Au. Rev. (Yakima Valley Mem.
Hosp. Assoc.), Ser. 2002, 5.00%, due 12/1/17 A 3,096
1,000 Washington St. Var. Purp. G.O., Ser. 1998 A, 4.75%, due 7/1/17 Aa1 AA+ 1,013
2,780 Wisconsin St. Hlth. & Ed. Fac. Au. Rev. (Kenosha Hosp. & Med.
Ctr., Inc. Proj.), Ser. 1999, 5.50%, due 5/15/15 A 2,861
--------
114,371
--------
TAX-EXEMPT CASH EQUIVALENT SECURITIES (16.0%)
700 Harris Co. (TX) IDC Solid Waste Disp. Rev. (Exxon Proj.),
Ser. 1997, 2.00%, VRDN due 4/1/32 VMIG1 A-1+ 700++
14,400 Jackson Co. (MS) Port Fac. Ref. Rev. (Chevron U.S.A., Inc. Proj.),
Ser. 1993, 2.00%, VRDN due 6/1/23 P-1 14,400++
3,500 Joliet (IL) Reg. Port Dist. Ref. Rev. (Exxon Proj.), Ser. 1989,
1.89%, VRDN due 10/1/24 VMIG1 A-1+ 3,500
10,000 Kentucky Econ. Dev. Fin. Au. Hosp. Fac. Rev. (Baptist Hlth.
Care Sys.), Ser. 1999 C, 2.00%, VRDN due 8/15/31 VMIG1 A-1 10,000
3,100 Lincoln Co. (WY) PCR (Exxon Proj.), Ser. 1984 C, 1.89%,
VRDN due 11/1/14 A-1+ 3,100++
2,900 Lincoln Co. (WY) PCR (Exxon Proj.), Ser. 1984 D, 1.89%,
VRDN due 11/1/14 P-1 A-1+ 2,900++
6,000 Lincoln Co. (WY) PCR (Exxon Proj.), Ser. 1987 C, 2.00%,
VRDN due 7/1/17 A-1+ 6,000++
6,200 Massachusetts St. Dev. Fin. Agcy. Rev. (Boston Univ.),
Ser. 2002 R-4, 1.69%, VRDN due 10/1/42 VMIG1 6,200
--------
46,800
--------
TAX-EXEMPT CASH EQUIVALENT SECURITIES-BACKED BY LETTERS OF CREDIT (19.1%)
BANK OF AMERICA
5,000 Missouri St. Hlth. & Ed. Fac. Au. Ed. Fac. Rev. (Rockhurst Univ.),
Ser. 2002, 1.95%, VRDN due 11/1/32 A-1+ 5,000
BANK OF NEW YORK
5,900 California Hsg. Fin. Agcy. Home Mtge. Rev., Ser. 2001 U, 1.98%,
VRDN due 8/1/32 VMIG1 A-1+ 5,900
BARCLAYS BANK INT'L., LTD.
4,800 Farmington City (NM) Ref. PCR (Arizona Pub. Svc. Co. Four
Corners Proj.), Ser. 1994 C, 2.00%, VRDN due 9/1/24 VMIG1 A-1+ 4,800
BAYERISCHE LANDESBANK GIROZENTRALE
6,500 Nashville (TN) Metro. Arpt. Au. Spec. Fac. Ref. Rev. (Amer. Airlines,
Inc. Proj.), Ser. 1995 B, 2.00%, VRDN due 10/1/12 A-1+ 6,500
3
PRINCIPAL AMOUNT SECURITY @ RATING * VALUE+
(000'S OMITTED) MOODY'S S&P (000'S OMITTED)
BNP PARIBAS
$ 5,000 Alachua Co. (FL) Hlth. Fac. Continuing Care Rev. (Oak Hammock
Univ. Proj.), Ser. 2002 A, 1.95%, VRDN due 10/1/32 VMIG1 $ 5,000
LANDESBANK HESSEN-THUERINGEN GIROZENTRALE
6,400 California Hsg. Fin. Agcy. Multi-Family Hsg. Rev., Ser. 2000 A,
2.01%, VRDN due 2/1/26 VMIG1 A-1+ 6,400
2,900 Univ. of North Carolina Board of Governors Univ. Hosp. at Chapel
Hill Rev., Ser. 2001 A, 1.99%, VRDN due 2/15/31 VMIG1 A-1+ 2,900
MORGAN GUARANTY TRUST CO.
6,900 New York City (NY) G.O., Sub. Ser. 1993 A-10, 1.95%,
VRDN due 8/1/16 VMIG1 A-1+ 6,900
6,900 New York City (NY) G.O., Sub. Ser. 1993 A-10, 1.95%,
VRDN due 8/1/17 VMIG1 A-1+ 6,900
5,700 New York City (NY) G.O., Sub. Ser. 1993 B-2, 1.95%,
VRDN due 8/15/20 VMIG1 A-1+ 5,700
--------
56,000
--------
TAX-EXEMPT CASH EQUIVALENT SECURITIES--BACKED BY INSURANCE (12.4%)
FINANCIAL GUARANTY INSURANCE CO.
170 Clark Co. (NV) Arpt. Rev., Ser. 2001 A, 2.09%,
VRDN due 7/1/36 VMIG1 A-1+ 170
FINANCIAL SECURITY ASSURANCE INC.
4,300 Clark Co. (NV) Sch. Dist. G.O., Ser. 2001 A, 1.95%,
VRDN due 6/15/21 VMIG1 4,300
2,200 Clark Co. (NV) Sch. Dist. Rev., Ser. 2001 B, 1.89%,
VRDN due 6/15/21 VMIG1 A-1+ 2,200
13,000 Illinois Hlth. Fac. Au. Rev. (Resurrection Hlth. Care),
Ser. 1999 A, 2.00%, VRDN due 5/15/29 VMIG1 A-1+ 13,000
MUNICIPAL BOND INVESTORS ASSURANCE CORP.
6,370 California Hsg. Fin. Agcy. Home Mtge. Rev., Ser. 2002 J,
1.98%, VRDN due 2/1/33 VMIG1 A-1+ 6,370
10,340 Massachusetts St. Hlth. & Ed. Fac. Au. Rev. (Cap. Asset Prog.),
Ser. 1985 D, 1.95%, VRDN due 1/1/35 VMIG1 10,340
--------
36,380
--------
TOTAL INVESTMENTS (119.1%) (COST $349,557) 349,281##
Liabilities, less cash, receivables and other assets [(19.1%)] (55,968)
--------
TOTAL NET ASSETS (100.0%) $293,313
--------
See Notes to Schedule of Investments
4
Only notes related to Neuberger Berman Intermediate Municipal Fund Inc. are
applicable to this filing.
NOTES TO SCHEDULE OF INVESTMENTS
+ Investment securities of the Fund are valued daily by obtaining bid price
quotations from independent pricing services on all securities available in
each service's data base. For all other securities requiring daily
quotations, bid prices are obtained from principal market makers in those
securities or, if quotations are not available, by a method the directors
of Neuberger Berman California Intermediate Municipal Fund Inc.
("California"), Neuberger Berman Intermediate Municipal Fund Inc.
("Intermediate"), and Neuberger Berman New York Intermediate Municipal Fund
Inc. ("New York") (individually a "Fund", collectively, the "Funds"),
believe accurately reflects fair value. Short-term debt securities with
less than 60 days until maturity may be valued at cost which, when combined
with interest earned, approximates market value.
## At October 31, 2002, selected Fund information on a U.S. Federal income tax
basis was as follows:
GROSS GROSS NET
UNREALIZED UNREALIZED UNREALIZED
NEUBERGER BERMAN COST APPRECIATION DEPRECIATION APPRECIATION
CALIFORNIA INTERMEDIATE MUNICIPAL FUND INC. $106,714,000 $511,000 $514,000 $(3,000)
INTERMEDIATE MUNICIPAL FUND INC. 349,557,000 1,983,000 2,259,000 (276,000)
NEW YORK INTERMEDIATE MUNICIPAL FUND INC. 83,747,000 547,000 506,000 41,000
@ Municipal securities held by the Funds are within the four highest ratings
categories (with respect to at least 80% of total assets) assigned by a
nationally recognized statistical rating organization ("NRSRO") such as
Moody's Investors Service, Inc., Standard & Poor's, or Fitch Investors
Services, Inc. or, where not rated, are determined by the Funds' investment
manager to be of comparable quality. Approximately 72%, 63%, and 49% of the
municipal securities held by California, Intermediate, and New York,
respectively, have credit enhancement features backing them, which the
Funds may rely on, such as letters of credit, insurance, or guarantees.
Without these credit enhancement features the securities may or may not
meet the quality standards of the Funds. Pre-refunded bonds are supported
by securities in escrow issued or guaranteed by the U.S. Government, its
agencies, or instrumentalities. The amount escrowed is sufficient to pay
the periodic interest due and the principal of these bonds. Putable bonds
give the Funds the right to sell back the issue on the date specified.
* Credit ratings are unaudited.
++ Security is guaranteed by the corporate obligor.
See Notes to Financial Statements
5
NEUBERGER BERMAN OCTOBER 31, 2002
STATEMENT OF ASSETS AND LIABILITIES
INTERMEDIATE
NEUBERGER BERMAN INTERMEDIATE MUNICIPAL CLOSED-END FUNDS MUNICIPAL
(000'S OMITTED EXCEPT PER SHARE AMOUNTS) FUND
ASSETS
INVESTMENTS IN SECURITIES, AT MARKET VALUE* (NOTE A)-SEE
SCHEDULE OF INVESTMENTS $349,281
Cash 4,688
----------------------------------------------------------------------------------------------------
Interest receivable 2,592
Receivable for securities sold 200
====================================================================================================
TOTAL ASSETS 356,761
====================================================================================================
LIABILITIES
Payable for securities purchased 63,326
Payable to administrator (Note B) 70
----------------------------------------------------------------------------------------------------
Accrued expenses and other payables 52
====================================================================================================
TOTAL LIABILITIES 63,448
====================================================================================================
NET ASSETS AT VALUE $293,313
====================================================================================================
NET ASSETS CONSIST OF:
Paid-in capital $293,147
Undistributed (dividends in excess of) net investment income 442
----------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) in value of investments (276)
====================================================================================================
NET ASSETS AT VALUE $293,313
====================================================================================================
SHARES OUTSTANDING ($.0001 PAR VALUE; 1,000,000,000 SHARES AUTHORIZED) 20,507
====================================================================================================
NET ASSET VALUE PER SHARE OUTSTANDING $ 14.30
====================================================================================================
*COST OF INVESTMENTS $349,557
====================================================================================================
See Notes to Financial Statements
6
STATEMENT OF OPERATIONS
INTERMEDIATE
MUNICIPAL FUND
--------------------
NEUBERGER BERMAN INTERMEDIATE MUNICIPAL CLOSED-END FUNDS For the
Period from
September 27,
2002
(Commencement
of Operations) to
October 31,
(000'S OMITTED) 2002
INVESTMENT INCOME
Interest income $ 579
==============================================================================================
EXPENSES:
Investment management fee (Note B) 68
Administration fee (Note B) 82
----------------------------------------------------------------------------------------------
Stock transfer agent fees 3
Auditing fees 22
Custodian fees (Note B) 17
----------------------------------------------------------------------------------------------
Shareholder reports 8
----------------------------------------------------------------------------------------------
Stock exchange listing fees 2
Directors' fees and expenses 3
Miscellaneous 1
==============================================================================================
Total expenses 206
Investment management fee waived and expenses reduced by custodian
fee expense offset arrangement (Note B) (69)
==============================================================================================
Total net expenses 137
==============================================================================================
Net investment income 442
==============================================================================================
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Change in net unrealized appreciation (depreciation) in value of:
Investment securities (Note A) (276)
=======================================================================================
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 166
==============================================================================================
See Notes to Financial Statements
7
NEUBERGER BERMAN OCTOBER 31, 2002
STATEMENT OF CHANGES IN NET ASSETS
INTERMEDIATE
MUNICIPAL FUND
------------------
NEUBERGER BERMAN INTERMEDIATE MUNICIPAL CLOSED-END FUNDS Period from
September 27,
2002
(Commencement
of Operations) to
October 31,
(000'S OMITTED) 2002
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) $ 442
Change in net unrealized appreciation (depreciation) of investments (276)
============================================================================================
Net increase (decrease) in net assets resulting from operations 166
============================================================================================
FROM FUND SHARE TRANSACTIONS:
Proceeds from issuance of common shares 278,852
Proceeds from underwriters' over-allotment option exercised 14,295
--------------------------------------------------------------------------------------------
Total proceeds from Fund share transactions 293,147
============================================================================================
NET INCREASE (DECREASE) IN NET ASSETS 293,313
NET ASSETS:
Beginning of period --
============================================================================================
End of period $293,313
============================================================================================
Accumulated undistributed net investment income at end of period $ 442
============================================================================================
See Notes to Financial Statements
8
Only notes related to Neuberger Berman Intermediate Municipal Fund Inc. are
applicable to this filing.
NOTES TO FINANCIAL STATEMENTS INTERMEDIATE MUNICIPAL CLOSED-END FUNDS
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1 GENERAL: Neuberger Berman California Intermediate Municipal Fund Inc.
("California"), Neuberger Berman Intermediate Municipal Fund Inc.
("Intermediate"), and Neuberger Berman New York Intermediate Municipal
Fund Inc. ("New York") (individually a "Fund", collectively, the
"Funds") were organized as Maryland corporations on July 29, 2002.
California and New York are registered as non-diversified, closed-end
management investment companies and Intermediate is registered as a
diversified, closed-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"). Each Fund
had no operations until September 27, 2002, other than matters
relating to their organization and the sale on September 19, 2002 of
6,981 shares of common stock for $100,005 ($14.325 per share) from
each Fund to Neuberger Berman LLC ("Neuberger"), the Funds'
sub-adviser.
The assets of each Fund belong only to that Fund, and the liabilities
of each Fund are borne solely by that Fund and no other.
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States requires Neuberger
Berman Management Inc. ("Management") to make estimates and
assumptions at the date of the financial statements. Actual results
could differ from those estimates.
2 PORTFOLIO VALUATION: Investment securities are valued as indicated in
the notes following the Funds' Schedule of Investments.
3 SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions
are recorded on a trade date basis. Interest income, including
accretion of discount (adjusted for original issue discount, where
applicable) and amortization of premium, where applicable, is recorded
on the accrual basis. Realized gains and losses from securities
transactions are recorded on the basis of identified cost.
4 FEDERAL INCOME TAXES: It is the intention of each Fund to qualify as a
regulated investment company by complying with the provisions
available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of
investment company taxable income and net capital gains (after
reduction for any amounts available for U.S. Federal income tax
purposes as capital loss carryforwards) sufficient to relieve them
from all, or substantially all, U.S. Federal income taxes.
Accordingly, each Fund paid no U.S. Federal income taxes and no
provision for U.S. Federal income taxes was required.
5 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Each Fund earns income,
net of expenses, daily on its investments. It is the policy of each
Fund to declare and pay dividends from net investment income on a
monthly basis. Distributions from net realized capital gains, if any,
are normally distributed in December. Income dividends and capital
gain distributions to shareholders are recorded on the ex-dividend
date. To the extent each Fund's net realized capital gains, if any,
can be offset by capital loss carryforwards, it is the policy of each
Fund not to distribute such gains.
9
NEUBERGER BERMAN OCTOBER 31, 2002
Each Fund distinguishes between dividends on a tax basis and a
financial reporting basis and only distributions in excess of tax
basis earnings and profits are reported in the financial statements as
a return of capital. Differences in the recognition or classification
of income between the financial statements and tax earnings and
profits which result in temporary over-distributions for financial
statement purposes are classified as distributions in excess of net
investment income or accumulated net realized gains in the components
of net assets on the Statements of Assets and Liabilities.
The Funds declared dividends from their net investment income which
were paid December 16, 2002, to shareholders of record on November 18,
2002, with an ex-dividend date of November 14, 2002, as follows:
DIVIDEND PER SHARE
CALIFORNIA $0.06250
INTERMEDIATE 0.06625
NEW YORK 0.06500
As of October 31, 2002, the components of distributable earnings
(accumulated losses) on a federal income tax basis were as follows:
UNDISTRIBUTED UNDISTRIBUTED UNREALIZED LOSS
TAX-EXEMPT LONG-TERM APPRECIATION CARRYFORWARDS
INCOME GAIN (DEPRECIATION) AND DEFERRALS TOTAL
CALIFORNIA $ 96,547 $0 $ (2,566) $0 $ 93,981
INTERMEDIATE 441,543 0 (276,028) 0 165,515
NEW YORK 87,508 0 40,553 0 128,061
There were no significant differences between book basis and tax
basis.
6 EXPENSE ALLOCATION: Expenses directly attributable to a Fund are
charged to that Fund. Expenses not directly attributed to a Fund are
allocated, on the basis of relative net assets, except where a more
appropriate allocation of expenses to each of the Funds can otherwise
be made fairly.
7 ORGANIZATION EXPENSES AND OFFERING COSTS: Management has agreed to pay
all organizational expenses and the amount by which each Fund's
offering costs for common stock (other than sales load) exceed $0.03
per share. Offering costs for common stock paid by each Fund were
charged as a reduction of paid-in-capital at the completion of each
Fund's offering and amounted to $198,209, $615,209, and $160,709 for
California, Intermediate, and New York, respectively.
8 CONCENTRATION OF RISK: The ability of the issuers of the debt
securities held by the Funds to meet their obligations may be affected
by economic developments, including those particular to a specific
industry or region. The investment policies of California and New York
involve investing substantially all of their assets in California and
New York municipal bonds, respectively. This policy makes those funds
more susceptible to adverse economic, political, regulatory or other
factors affecting the issuers of such municipal bonds than a fund that
does not limit its investments to such issuers.
10
NOTE B--MANAGEMENT FEES, ADMINISTRATION FEES, DISTRIBUTION
ARRANGEMENTS, AND OTHER TRANSACTIONS WITH AFFILIATES:
Each Fund retains Management as its investment manager under a
Management Agreement. For such investment management services, each
Fund pays Management a fee at the annual rate of 0.25% of its average
daily Managed Assets. Managed Assets equals the total assets of the
Fund less liabilities, other than the aggregate indebtedness entered
into for purposes of leverage. For purposes of calculating Managed
Assets, the liquidation preference of any preferred shares outstanding
is not considered a liability.
Management has contractually agreed to waive a portion of the
management fees it is entitled to receive from each Fund at the
following annual rates:
FISCAL PERIOD OR YEAR ENDED % OF AVERAGE
OCTOBER 31, DAILY MANAGED ASSETS
--------------------------------------------------------------------------------------
2002 - 2007 0.25%
2008 0.20
2009 0.15
2010 0.10
2011 0.05
Management has not agreed to waive any portion of its fees beyond
October 31, 2011.
For the period ended October 31, 2002, such waived fees amounted to
$21,955, $67,982, and $17,878 for California, Intermediate, and New
York, respectively.
Each Fund retains Management as its administrator under an
Administration Agreement ("Agreement"). Pursuant to this Agreement
each Fund pays Management an administration fee at the annual rate of
0.30% of its average daily Managed Assets.
Additionally, Management retains State Street Bank and Trust Company
("State Street") as its sub-administrator under a Sub-Administration
Agreement. Management pays State Street a fee for all services
received under the agreement.
Management and Neuberger, a member firm of The New York Stock Exchange
and sub-adviser to each Fund, are wholly owned subsidiaries of
Neuberger Berman Inc., a publicly held company. Neuberger is retained
by Management to furnish it with investment recommendations and
research information without added cost to each Fund. Several
individuals who are officers and/or directors of each Fund are also
employees of Neuberger and/or Management.
Each Fund has an expense offset arrangement in connection with its
custodian contract. The impact of this arrangement, reflected in the
Statements of Operations under the caption Custodian fees, was a
reduction of $1,289, $993, and $696 for California, Intermediate, and
New York, respectively.
11
Neuberger Berman october 31, 2002
NOTE C--SECURITIES TRANSACTIONS:
During the period ended October 31, 2002, there were purchase and sale
transactions (excluding short-term securities) as follows:
PURCHASES SALES
California $ 52,677,000 0
Intermediate 208,096,000 0
New York 60,056,000 0
NOTE D--CAPITAL:
At October 31, 2002, the shares outstanding and the shares owned by
Neuberger for each Fund were as follows:
COMMON SHARES COMMON SHARES OWNED
OUTSTANDING BY NEUBERGER
CALIFORNIA 6,606,981 6,981
INTERMEDIATE 20,506,981 6,981
NEW YORK 5,356,981 6,981
Transactions in common shares of capital stock for the period ended
October 31, 2002, were as follows:
SHARES ISSUED IN CONNECTION WITH:
UNDERWRITERS' REINVESTMENT OF NET INCREASE
INITIAL PUBLIC EXERCISE OF OVER- DIVIDENDS AND IN SHARES
OFFERING ALLOTMENT OPTION DISTRIBUTIONS OUTSTANDING
CALIFORNIA 6,306,981 300,000 - 6,606,981
INTERMEDIATE 19,506,981 1,000,000 - 20,506,981
NEW YORK 5,156,981 200,000 - 5,356,981
NOTE E--USE OF LEVERAGE:
Subject to market conditions, each Fund intends to offer Preferred
Shares representing approximately 38% of each Fund's capital after
issuance. The Funds also may add leverage to the portfolio through the
utilization of derivative instruments. The Funds may issue Preferred
Shares so long as after their issuance the liquidation value of the
Preferred Shares, plus the aggregate amount of senior securities
representing indebtedness, does not exceed 50% of each Fund's capital.
Once Preferred Shares are issued and/or other forms of leverage are
used, the net asset value and market price of the common shares and
the yield to common stockholders will be more volatile.
12
PART C -- OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
1. Financial Statements:
Report of Independent Auditors.
Statement of Assets and Liabilities.
Unaudited Financial Statements.
2. Exhibits:
a. (1) Articles of Incorporation. (Incorporated by reference
to the Registrant's Registration Statement, File Nos.
333-97283 and 811-21168, filed on July 29, 2002)
(2) Form of Articles Supplementary. (Incorporated by
reference to Appendix A of Part B of Pre-Effective
Amendment No. 1 to the Registrant's Registration
Statement, File Nos. 333-100914 and 811-21168, filed
on December 9, 2002)
b. Amended and Restated Bylaws. (Incorporated by reference to
Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement, File Nos. 333-97283 and 811-21168,
filed on September 24, 2002)
c. None.
d. Articles Sixth, Ninth, Tenth, Eleventh and Thirteenth of the
Articles of Incorporation and Articles II, VI and X of the
Bylaws.
e. Dividend Reinvestment Plan with respect to Registrant's
common stock. (Incorporated by reference to Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement,
File Nos. 333-100914 and 811-21168, filed on December 9,
2002)
f. None.
g. (1) Management Agreement. (Incorporated by reference to
Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement, File Nos. 333-100914 and
811-21168, filed on December 9, 2002)
(2) Sub-Advisory Agreement. (Incorporated by reference to
the Registrant's Registration Statement, File Nos.
333-100914 and 811-21168, filed on October 31, 2002)
h. (1) Underwriting Agreement with respect to Registrant's
common stock. (Incorporated by reference to the
Registrant's Registration Statement, File Nos.
333-100914 and 811-21168, filed on October 31, 2002)
(2) Form of Master Agreement Among Underwriters with
respect to Registrant's common stock. (Incorporated
by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement, File Nos.
333-97283 and 811-21168, filed on September 24, 2002)
(3) Form of Master Selected Dealer Agreement with respect
to Registrant's common stock. (Incorporated by
reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement, File Nos.
333-97283 and 811-21168, filed on September 24, 2002)
(4) Form of Underwriting Agreement with respect to
Registrant's preferred stock. (Incorporated by
reference to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement, File Nos.
333-100914 and 811-21168, filed on December 9, 2002)
i. None
j. Custodian Contract. (Incorporated by reference to the
Registrant's Registration Statement, File Nos. 333-100914
and 811-21168, filed on October 31, 2002)
k. (1) Transfer Agency and Service Agreement. (Incorporated
by reference to the Registrant's Registration
Statement, File Nos. 333-100914 and 811-21168, filed
on October 31, 2002)
(2) Administration Agreement. (Incorporated by reference
to Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement, File Nos. 333-100914 and
811-21168, filed on December 9, 2002)
(3) Fee Waiver Agreement. (Incorporated by reference to
the Registrant's Registration Statement, File Nos.
333-100914 and 811-21168, filed on October 31, 2002)
(4) Additional Compensation Agreement with respect to
Registrant's common stock. (Incorporated by reference
to the Registrant's Registration Statement, File Nos.
333-100914 and 811-21168, filed on October 31, 2002)
(5) Form of Auction Agency Agreement with respect to
Registrant's preferred stock. (Incorporated by
reference to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement, File Nos.
333-100914 and 811-21168, filed on December 9, 2002)
(6) Form of Broker-Dealer Agreement with respect to
Registrant's preferred stock. (Incorporated by
reference to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement, File Nos.
333-100914 and 811-21168, filed on December 9, 2002)
l. (1) Opinion and Consent of Counsel with respect to
Registrant's common stock. (Incorporated by reference
to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement, File Nos. 333-97283 and
811-21168, filed on September 24, 2002)
(2) Opinion and Consent of Counsel with respect to
Registrant's preferred stock. (Filed herewith)
m. None.
n. Consent of Independent Auditors. (Filed herewith)
o. None.
p. Letter of Investment Intent with respect to Registrant's
common stock. (Incorporated by reference to Pre-Effective
Amendment No. 2 to the Registrant's Registration Statement,
File Nos. 333-97283 and 811-21168, filed on September 24,
2002)
q. None.
r. Code of Ethics for Registrant, its Investment Adviser and
its Sub-Adviser. (Incorporated by reference to
Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement, File Nos. 333-97283 and 811-21168,
filed on September 24, 2002)
ITEM 25. MARKETING ARRANGEMENTS
See form of Underwriting Agreement filed as Exhibit h.(4) to this
Registration Statement.
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses to be incurred in connection
with the offering described in this Registration Statement:
Securities and Exchange Commission Fees................. $ 16,505
Rating Agency Fees ................................... $153,495
Federal Taxes ...................................
State Taxes and Fees ...................................
Printing and Engraving Expenses......................... $ 10,000
Legal Fees ................................... $150,000
Director Fees ...................................
Accounting Expenses ................................... $ 15,000
Miscellaneous Expenses..................................
Total ................................... $345,000
C-2
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None.
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
Number of Record
Shareholders as of
Title of Class November 30, 2002
-------------- ------------------
Shares of common stock, par value $0.0001 per share 1
Shares of preferred stock, par value $0.0001 per share 0
ITEM 29. INDEMNIFICATION
Article Twelfth of the Registrant's Articles of Incorporation and Article
IX of the Registrant's Bylaws provide that the Fund shall indemnify its present
and past directors, officers, employees and agents, and persons who are serving
or have served at the Fund's request in similar capacities for, other entities
to the maximum extent permitted by applicable law (including Maryland law and
the 1940 Act), provided, however, that a transfer agent is not entitled to such
indemnification unless specifically approved by the Fund's Board of Directors.
Section 2-418(b) of the Maryland General Corporation Law ("Maryland Code")
permits the Registrant to indemnify its directors unless it is proved that the
act or omission of the director was material to the cause of action adjudicated
in the proceeding, and (a) the act or omission was committed in bad faith or was
the result of active or deliberate dishonesty or (b) the director actually
received an improper personal benefit in money, property or services or (c) in
the case of a criminal proceeding, the director had reasonable cause to believe
the act or omission was unlawful. Indemnification may be made against judgments,
penalties, fines, settlements and reasonable expenses incurred in connection
with a proceeding, in accordance with the Maryland Code. Pursuant to Section
2-418(j)(1) and Section 4-418(j)(2) of the Maryland Code, the Registrant is
permitted to indemnify its officers, employees and agents to the same extent.
The provisions set forth above apply insofar as consistent with Section 17(h) of
the Investment Company Act of 1940, as amended ("1940 Act"), which prohibits
indemnification of any director or officer of the Registrant against any
liability to the Registrant or its shareholders to which such director or
officer otherwise would be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.
Sections 9.1 and 9.2 of the Management Agreement between Neuberger Berman
Management Inc. ("NB Management") and the Registrant provide that neither NB
Management nor any director, officer or employee of NB Management performing
services for the Registrant at the direction or request of NB Management in
connection with NB Management's discharge of its obligations under the
Management Agreement shall be liable for any error of judgment or mistake of law
or for any loss suffered by the Registrant in connection with any matter to
which the Management Agreement relates; provided, that nothing herein contained
shall be construed (i) to protect NB Management against any liability to the
Registrant or its Stockholders to which NB Management would otherwise be subject
by reason of NB Management's misfeasance, bad faith, or gross negligence in the
performance of NB Management's duties, or by reason of NB Management's reckless
disregard of its obligations and duties under the Management Agreement
("disabling conduct"), or (ii) to protect any director, officer or employee of
NB Management who is or was a Director or officer of the Registrant against any
liability to the Registrant or its Stockholders to which such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office with the Registrant. The Registrant will indemnify NB Management
against, and hold it harmless from, any and all expenses (including reasonable
counsel fees and expenses) incurred investigating or defending against claims
for losses or liabilities described above not resulting from negligence,
disregard of its obligations and duties under the Management Agreement or
disabling conduct by NB Management. Indemnification shall be made only
following: (i) a final decision on the merits by a court or other body before
whom the proceeding was brought that NB Management was not liable by reason of
negligence, disregard of its obligations and duties under the Management
Agreement or disabling conduct or (ii) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that NB Management
was not liable by reason of negligence, disregard of its obligations and duties
under the Management Agreement or disabling conduct by (a) the vote of a
majority of a quorum of directors of the Registrant who are neither "interested
persons" of the Registrant nor parties to the proceeding ("disinterested
non-party directors") or (b) an independent legal counsel in a written opinion.
NB Management shall be entitled to advances from the Registrant for payment of
C-3
the reasonable expenses incurred by it in connection with the matter as to which
it is seeking indemnification hereunder in the manner and to the fullest extent
permissible under the Maryland General Corporation Law. NB Management shall
provide to the Registrant a written affirmation of its good faith belief that
the standard of conduct necessary for indemnification by the Registrant has been
met and a written undertaking to repay any such advance if it should ultimately
be determined that the standard of conduct has not been met. In addition, at
least one of the following additional conditions shall be met: (a) NB Management
shall provide security in form and amount acceptable to the Registrant for its
undertaking; (b) the Registrant is insured against losses arising by reason of
the advance; or (c) a majority of a quorum of the full Board of Directors of the
Registrant, the members of which majority are disinterested non-party directors,
or independent legal counsel, in a written opinion, shall have determined, based
on a review of facts readily available to the Registrant at the time the advance
is proposed to be made, that there is reason to believe that NB Management will
ultimately be found to be entitled to indemnification under the Management
Agreement.
Section 1 of the Sub-Advisory Agreement between NB Management and
Neuberger Berman, LLC ("Neuberger Berman") with respect to the Registrant
provides that, in the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties, or of reckless disregard of its
duties and obligations under the Sub-Advisory Agreement, Neuberger Berman will
not be subject to liability for any act or omission or any loss suffered by the
Registrant or its security holders in connection with the matters to which the
Sub-Advisory Agreement relates.
Sections 11.1 and 11.2 of the Administration Agreement between the
Registrant and NB Management provide that neither NB Management nor any
director, officer or employee of NB Management performing services for the
Registrant at the direction or request of NB Management in connection with NB
Management's discharge of its obligations under the Administration Agreement
shall be liable for any error of judgment or mistake of law or for any loss
suffered by the Registrant in connection with any matter to which the
Administration Agreement relates; provided, that nothing herein contained shall
be construed (i) to protect NB Management against any liability to the
Registrant or its Stockholders to which NB Management would otherwise be subject
by reason of NB Management's misfeasance, bad faith, or gross negligence in the
performance of NB Management's duties, or by reason of NB Management's reckless
disregard of its obligations and duties under the Administration Agreement
("disabling conduct"), or (ii) to protect any director, officer or employee of
NB Management who is or was a Director or officer of the Registrant against any
liability to the Registrant or its Stockholders to which such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office with the Registrant. The Registrant will indemnify NB Management
against, and hold it harmless from, any and all expenses (including reasonable
counsel fees and expenses) incurred investigating or defending against claims
for losses or liabilities described above not resulting from negligence,
disregard of its obligations and duties under the Administration Agreement or
disabling conduct by NB Management. Indemnification shall be made only
following: (i) a final decision on the merits by a court or other body before
whom the proceeding was brought that NB Management was not liable by reason of
negligence, disregard of its obligations and duties under the Administration
Agreement or disabling conduct or (ii) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that NB Management
was not liable by reason of negligence, disregard of its obligations and duties
under the Administration Agreement or disabling conduct by (a) the vote of a
majority of a quorum of directors of the Registrant who are neither "interested
persons" of the Registrant nor parties to the proceeding ("disinterested
non-party directors") or (b) an independent legal counsel in a written opinion.
NB Management shall be entitled to advances from the Registrant for payment of
the reasonable expenses incurred by it in connection with the matter as to which
it is seeking indemnification under the Administration Agreement in the manner
and to the fullest extent permissible under the Maryland General Corporation
Law. NB Management shall provide to the Registrant a written affirmation of its
good faith belief that the standard of conduct necessary for indemnification by
the Registrant has been met and a written undertaking to repay any such advance
if it should ultimately be determined that the standard of conduct has not been
met. In addition, at least one of the following additional conditions shall be
met: (a) NB Management shall provide security in form and amount acceptable to
the Registrant for its undertaking; (b) the Registrant is insured against losses
arising by reason of the advance; or (c) a majority of a quorum of the full
Board of Directors of the Registrant, the members of which majority are
disinterested non-party directors, or independent legal counsel, in a written
opinion, shall have determined, based on a review of facts readily available to
the Registrant at the time the advance is proposed to be made, that there is
reason to believe that NB Management will ultimately be found to be entitled to
indemnification under the Administration Agreement.
C-4
Section 6(a) of the Underwriting Agreements between the Registrant, NB
Management, Neuberger Berman, Merrill Lynch & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated provides that the Registrant and the Advisers,
jointly and severally, agree to indemnify and hold harmless each Underwriter and
each person, if any, who controls any Underwriter within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act, and any director, officer,
employee or affiliate thereof as follows: (i) against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, arising out of any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto), including the Rule 430A
Information and the Rule 434 Information, if applicable, or the omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading or arising out of any
untrue statement or alleged untrue statement of a material fact included in any
preliminary prospectus or the final Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; (ii) against any and
all loss, liability, claim, damage and expense whatsoever, as incurred, to the
extent of the aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission; provided that
(subject to Section 6(e) below) any such settlement is effected with the prior
written consent of the Registrant and the Advisers; and (iii) against any and
all expense whatsoever, as incurred (including the fees and disbursements of
counsel chosen by Merrill Lynch), reasonably incurred in investigating,
preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense is not
paid under (i) or (ii) above; provided, however, that this indemnity agreement
shall not apply to any loss, liability, claim, damage or expense to the extent
arising out of any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with written information
furnished to the Registrant or the Advisers by any Underwriter through Merrill
Lynch expressly for use in the Registration Statement (or any amendment
thereto), including the Rule 430A Information and the Rule 434 Information, if
applicable, or any preliminary prospectus or the final Prospectus (or any
amendment or supplement thereto); and provided further that the Registrant or
the Advisers will not be liable to any Underwriter with respect to any
Prospectus to the extent that the Registrant or the Advisers shall sustain the
burden of proving that any such loss, liability, claim, damage or expense
resulted from the fact that such Underwriter, in contravention of a requirement
of the Underwriting Agreements or applicable law, sold Securities to a person to
whom such Underwriter failed to send or give, at or prior to the Closing Time, a
copy of the final Prospectus, as then amended or supplemented if: (i) the
Company has previously furnished copies thereof (sufficiently in advance of the
Closing Time to allow for distribution by the Closing Time) to the Underwriter
and the loss, liability, claim, damage or expense of such Underwriter resulted
from an untrue statement or omission of a material fact contained in or omitted
from the preliminary Prospectus which was corrected in the final Prospectus as,
if applicable, amended or supplemented prior to the Closing Time and such final
Prospectus was required by law to be delivered at or prior to the written
confirmation of sale to such person and (ii) such failure to give or send such
final Prospectus by the Closing Time to the party or parties asserting such
loss, liability, claim, damage or expense would have constituted a defense to
the claim asserted by such person.
Section 6(c) of the Underwriting Agreements provides that the Fund and the
Advisers, jointly and severally, agree to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any
and all loss, liability, claim, damage and expense described in the indemnity
contained in Section 6(a), as limited by the proviso set forth therein, with
respect to any sales material in the form approved by the Fund and the Advisers
or its affiliates for use by the Underwriters and securities firms to whom the
Fund or the Advisers shall have disseminated materials in connection with the
public offering of the Securities.
Section 7 of the Underwriting Agreements provides that, if the
indemnification provided for in Section 6 thereof is for any reason unavailable
to or insufficient to hold harmless an indemnified party in respect of any
losses, liabilities, claims, damages or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate amount of such losses,
liabilities, claims, damages and expenses incurred by such indemnified party, as
incurred, (i) in such proportion as is appropriate to reflect the relative
benefits received by the Fund and the Advisers on the one hand and the
Underwriters on the other hand from the offering of the Securities pursuant to
the Underwriting Agreements or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
C-5
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Fund and the Advisers on the one hand and of the
Underwriters on the other hand in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations.
The relative benefits received by the Fund and the Advisers on the one
hand and the Underwriters on the other hand in connection with the offering of
the Securities pursuant to the Underwriting Agreements shall be deemed to be in
the same respective proportions as the total net proceeds from the offering of
the Securities pursuant to the Underwriting Agreements (before deducting
expenses) received by the Fund and the total underwriting discount received by
the Underwriters (whether from the Fund or otherwise), in each case as set forth
on the cover of the Prospectus, or, if Rule 434 is used, the corresponding
location on the Term Sheet, bear to the aggregate initial public offering price
of the Securities as set forth on such cover.
The relative fault of the Fund and the Advisers on the one hand and the
Underwriters on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Fund or the Advisers or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. However, no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Securities underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of any such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.
Under Section 7 of the Underwriting Agreements, each person, if any, who
controls an Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Underwriter, and each director of the Fund and each director of the Advisers,
respectively, each officer of the Fund who signed the Registration Statement,
and each person, if any, who controls the Fund or the Advisers, within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as the Fund and the Advisers, respectively. The
Underwriters' respective obligations to contribute pursuant to Section 7 are
several in proportion to the number of Initial Securities allotted to them and
not joint.
Section 6(f) of the Underwriting Agreements provides that any
indemnification or contribution by the Fund shall be subject to the requirements
and limitations of Section 17(i) of the 1940 Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended ("1933 Act"), may be provided to directors, officers and
controlling persons of the Registrant, pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
connection with the successful defense of any action, suit or proceeding or
payment pursuant to any insurance policy) is asserted against the Registrant by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue. The Fund also maintains Directors and Officers
Insurance.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER AND SUB-ADVISER
There is set forth below information as to any other business, profession,
vocation or employment of a substantial nature in which each director or officer
of NB Management and each executive officer of Neuberger Berman is, or at any
time during the past two years has been, engaged for his or her own account or
in the capacity of director, officer, employee, partner or trustee.
C-6
NAME BUSINESS AND OTHER CONNECTIONS
---- ------------------------------
Claudia Brandon Secretary, Neuberger Berman Advisers
Vice President, Neuberger Berman Management Trust; Secretary, Neuberger
since 2002; Employee, Neuberger Berman Equity Funds; Secretary,
Berman since 1999; Vice Neuberger Berman Income Funds;
President/Mutual Fund Board Secretary, Neuberger Berman Real Estate
Relations, NB Management since May Income Fund Inc.; Secretary, Neuberger
2000; Vice President, NB Management Berman Intermediate Municipal Fund
from 1986-1999. Inc.; Secretary, Neuberger Berman New
York Intermediate Municipal Fund Inc.;
Secretary, Neuberger Berman California
Intermediate Municipal Fund Inc.
Thomas J. Brophy Portfolio manager, Neuberger Berman
Managing Director, Neuberger Berman; Intermediate Municipal Fund Inc.;
Vice President, NB Management since Portfolio manager, Neuberger Berman New
March 2000. York Intermediate Municipal Fund Inc.;
Portfolio manager, Neuberger Berman
California Intermediate Municipal Fund
Inc.
Steven R. Brown Portfolio manager, Neuberger Berman Real
Managing Director, Neuberger Berman; Estate Income Fund, Inc.
Vice President, NB Management since
2002.
Lori Canell Portfolio manager, Neuberger Berman
Managing Director, Neuberger Berman; Intermediate Municipal Fund Inc.;
Vice President, NB Management. Portfolio manager, Neuberger Berman New
York Intermediate Municipal Fund Inc.;
Portfolio manager, Neuberger Berman
California Intermediate Municipal Fund
Inc.
Valerie Chang None.
Managing Director, Neuberger Berman;
Vice President, NB Management.
Brooke A. Cobb None.
Managing Director, Neuberger Berman;
Vice President, NB Management.
Robert Conti Vice President, Neuberger Berman Income
Vice President, Neuberger Berman; Funds; Vice President, Neuberger Berman
Senior Vice President, NB Management Equity Funds; Vice President, Neuberger
since November 2000; Treasurer, NB Berman Advisers Management Trust; Vice
Management until May 2000. President, Neuberger Berman Real Estate
Income Fund Inc.; Vice President,
Neuberger Berman Intermediate Municipal
Fund Inc.; Vice President Neuberger
Berman New York Intermediate Municipal
Fund Inc.; Vice President, Neuberger
Berman California Intermediate
Municipal Fund Inc.
Robert W. D'Alelio None.
Managing Director, Neuberger Berman;
Vice President, NB Management.
Ingrid Dyott None.
Vice President, Neuberger Berman;
Vice President, NB Management.
Michael F. Fasciano President, Fasciano Company Inc. until
Managing Director, Neuberger Berman March 2001; Portfolio Manager, Fasciano
since March 2001; Vice President, Fund Inc. until March 2001.
NB Management since March 2001.
C-7
NAME BUSINESS AND OTHER CONNECTIONS
---- ------------------------------
Robert S. Franklin None.
Managing Director, Neuberger Berman;
Vice President, NB Management.
Brian P. Gaffney Vice President, Neuberger Berman Income
Managing Director, Neuberger Berman Funds; Vice President, Neuberger Berman
since 1999, Senior Vice President, Equity Funds; Vice President, Neuberger
NB Management since November 2000; Berman Advisers Management Trust; Vice
Vice President, NB Management from President, Neuberger Berman Real Estate
April 1997 through November 1999. Income Fund Inc.; Vice President,
Neuberger Berman Intermediate Municipal
Fund Inc.; Vice President Neuberger
Berman New York Intermediate Municipal
Fund Inc.; Vice President, Neuberger
Berman California Intermediate
Municipal Fund Inc.
Robert I. Gendelman None.
Managing Director, Neuberger Berman;
Vice President, NB Management.
Thomas E. Gengler, Jr. None.
Senior Vice President, Neuberger
Berman since February 2001, prior
thereto, Vice President, Neuberger
Berman since 1999; Senior Vice
President, NB Management since March
2001 prior thereto, Vice President,
NB Management.
Theodore P. Giuliano Portfolio manager, Neuberger Berman
Vice President (and Director until Intermediate Municipal Fund Inc.;
February 2001), NB Management; Portfolio manager, Neuberger Berman New
Managing Director, Neuberger Berman. York Intermediate Municipal Fund Inc.;
Portfolio manager, Neuberger Berman
California Intermediate Municipal Fund
Inc.
Kevin Handwerker Senior Vice President, General Counsel
Senior Vice President, General and Secretary, Neuberger Berman Inc.
Counsel and Secretary, Neuberger
Berman.
Joseph K. Herlihy Treasurer, Neuberger Berman Inc.
Senior Vice President, Treasurer,
Neuberger Berman; Treasurer,
NB Management.
Michael M. Kassen Executive Vice President, Chief
Executive Vice President and Chief Investment Officer and Director,
Investment Officer, Neuberger Berman; Neuberger Berman Inc.; President and
Chairman and Director, NB Management Director of Neuberger Berman Real
since May 2000, prior thereto, Estate Income Fund Inc; President and
Executive Vice President, Chief Director of Neuberger Berman
Investment Officer and Director, Intermediate Municipal Fund Inc.;
NB Management from November 1999 President and Director of Neuberger
until May 2000; Vice President from Berman New York Intermediate Municipal
June 1990 until November 1999. Fund Inc.; President and Director of
Neuberger Berman California
Intermediate Municipal Fund Inc.;
President and Trustee of Neuberger
Berman Advisers Management Trust;
President and Trustee of Neuberger
Berman Equity Funds; President and
Trustee, Neuberger Berman Income Funds.
C-8
NAME BUSINESS AND OTHER CONNECTIONS
---- ------------------------------
Barbara R. Katersky None.
Senior Vice President, Neuberger
Berman; Senior Vice President,
NB Management.
Robert B. Ladd None.
Managing Director, Neuberger Berman;
Vice President, NB Management.
Kelly M. Landron None.
Vice President, NB Management Inc.
since March 2000.
Jeffrey B. Lane Director, Chief Executive Officer and
Chief Executive Officer and President, Neuberger Berman Inc.;
President, Neuberger Berman; Director, Neuberger Berman Trust
Director, NB Management since Company from June 1999 until November
February 2001. 2000.
Michael F. Malouf None.
Managing Director, Neuberger Berman;
Vice President, NB Management.
Robert Matza Executive Vice President, Chief
Executive Vice President and Chief Operating Officer and Director,
Operating Officer, Neuberger Berman Neuberger Berman Inc. since January
since January 2001, prior thereto, 2001, prior thereto, Executive Vice
Executive Vice President and Chief President, Chief Administrative Officer
Administrative Officer, Neuberger and Director, Neuberger Berman Inc.
Berman; Director, NB Management since
April 2000.
Ellen Metzger Assistant Secretary, Neuberger Berman
Vice President, Neuberger Berman; Inc. since 2000.
Secretary, NB Management.
Arthur Moretti Managing Director, Eagle Capital from
Managing Director, Neuberger Berman January 1999 until June 2001.
since June 2001; Vice President,
NB Management since June 2001.
S. Basu Mullick None.
Managing Director, Neuberger Berman;
Vice President, NB Management.
Janet W. Prindle Director, Neuberger Berman National
Managing Director, Neuberger Berman; Trust Company since January 2001;
Vice President, NB Management. Director Neuberger Berman Trust Company
of Delaware since April 2001.
Kevin L. Risen None.
Managing Director, Neuberger Berman;
Vice President, NB Management.
C-9
NAME BUSINESS AND OTHER CONNECTIONS
---- ------------------------------
Jack L. Rivkin Executive Vice President, Neuberger
Executive Vice President, Berman Inc.
Neuberger Berman.
Benjamin E. Segal None.
Managing Director, Neuberger Berman
since November 2000, prior thereto,
Vice President, Neuberger Berman;
Vice President, NB Management.
Jennifer Silver None.
Managing Director, Neuberger Berman;
Vice President, NB Management.
Kent C. Simons None.
Managing Director, Neuberger Berman;
Vice President, NB Management.
Matthew S. Stadler Senior Vice President and Chief
Senior Vice President and Chief Financial Officer, Neuberger Berman
Financial Officer, Neuberger Berman Inc. since August 2000; Senior Vice
since August 2000, prior thereto, President and Chief Financial Officer,
Controller, Neuberger Berman from National Discount Brokers Group from
November 1999 to August 2000; Senior May 1999 until October 1999.
Vice President and Chief Financial
Officer, NB Management since August
2000.
Heidi S. Steiger Executive Vice President and Director,
Executive Vice President, Neuberger Neuberger Berman Inc.; Chair and
Berman; Director, NB Management since Director, Neuberger Berman National
February 2001. Trust Company since January 2001;
Director, Neuberger Berman Trust
Company of Delaware since February 2000
(and Chair until January 2001);
Director, Neuberger Berman Trust
Company until September 2001 (and Chair
from September 1999 until January
2001).
Peter E. Sundman Executive Vice President and Director,
President and Director, Neuberger Berman Inc.; Chairman of the
NB Management; Executive Vice Board, Chief Executive Officer and
President, Neuberger Berman. Trustee, Neuberger Berman Income Funds;
Chairman of the Board, Chief Executive
Officer and Trustee, Neuberger Berman
Advisers Management Trust; Chairman of
the Board, Chief Executive Officer and
Trustee Neuberger Berman Equity Funds;
Chairman of the Board, Chief Executive
Officer and Director, Neuberger Berman
Real Estate Income Fund Inc.; Chairman
of the Board, Chief Executive Officer
and Director, Neuberger Berman
Intermediate Municipal Fund Inc.;
Chairman of the Board, Chief Executive
Officer and Director, Neuberger Berman
New York Intermediate Municipal Fund
Inc.; Chairman of the Board, Chief
Executive Officer and Director,
Neuberger Berman California
Intermediate Municipal Fund Inc.
C-10
NAME BUSINESS AND OTHER CONNECTIONS
---- ------------------------------
Judith M. Vale None.
Managing Director, Neuberger Berman;
Vice President, NB Management.
Catherine Waterworth None.
Vice President, Neuberger Berman;
Vice President, NB Management.
Allan R. White, III None.
Managing Director, Neuberger Berman;
Vice President, NB Management.
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended ("1940 Act"),
and the rules promulgated thereunder with respect to the Registrant are
maintained at the offices of its custodian and accounting agent, State Street
Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, and
its transfer agent, The Bank of New York, 1 Wall Street, New York, New York
10286, except for the Registrant's Articles of Incorporation and Bylaws, minutes
of meetings of the Registrant's Directors and stockholders and the Registrant's
policies and contracts, which are maintained at the offices of the Registrant,
605 Third Avenue, New York, New York 10158-0180.
ITEM 32. MANAGEMENT SERVICES
None.
ITEM 33. UNDERTAKINGS
1. The Registrant hereby undertakes to suspend the offering of its shares
until it amends its Prospectus if:
(1) subsequent to the effective date of this Registration Statement,
the net asset value per share declines more than 10% from its net asset
value per share as of the effective date of the Registration Statement; or
(2) the net asset value increases to an amount greater than its net
proceeds as stated in the Prospectus.
2. N/A
3. N/A
4. N/A
5. The Registrant hereby undertakes:
(1) For purposes of determining any liability under the 1933 Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant under Rule 497(h) under the 1933 Act
shall be deemed to be part of this Registration Statement as of the time
it was declared effective; and
(2) For the purposes of determining any liability under the 1933 Act,
each post-effective amendment that contains a form of prospectus shall be
C-11
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
6. The Registrant hereby undertakes to send by first class mail or other
means designed to ensure equally prompt delivery, within two business days
of receipt of a written or oral request, any Statement of Additional
Information.
C-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form
N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, and the State of New York, on the 11th day of December
2002.
NEUBERGER BERMAN INTERMEDIATE
MUNICIPAL FUND INC.
By: /s/ Michael M. Kassen
----------------------------------
Name: Michael M. Kassen*
Title: President and Director
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Pre-Effective Amendment No. 2 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Chairman of the Board, December 11, 2002
/s/ Peter E. Sundman Chief Executive Officer
--------------------------- and Director
Peter E. Sundman*
/s/ Michael M. Kassen President and Director December 11, 2002
---------------------------
Michael M. Kassen*
Treasurer and Principal December 11, 2002
Financial and Accounting
/s/ Barbara Muinos Officer
---------------------------
Barbara Muinos
/s/ John Cannon Director December 11, 2002
---------------------------
John Cannon*
/s/ Faith Colish Director December 11, 2002
---------------------------
Faith Colish*
/s/ Walter G. Ehlers Director December 11, 2002
---------------------------
Walter G. Ehlers*
/s/ C. Anne Harvey Director December 11, 2002
---------------------------
C. Anne Harvey*
/s/ Barry Hirsch Director December 11, 2002
---------------------------
Barry Hirsch*
/s/ Robert A. Kavesh Director December 11, 2002
---------------------------
Robert A. Kavesh*
/s/ Howard A. Mileaf Director December 11, 2002
---------------------------
Howard A. Mileaf*
/s/ Edward I. O'Brien Director December 11, 2002
---------------------------
Edward I. O'Brien*
/s/ John P. Rosenthal Director December 11, 2002
---------------------------
John P. Rosenthal*
/s/ William E. Rulon Director December 11, 2002
---------------------------
William E. Rulon*
/s/ Cornelius T. Ryan Director December 11, 2002
---------------------------
Cornelius T. Ryan*
/s/ Tom Decker Seip Director December 11, 2002
---------------------------
Tom Decker Seip*
/s/ Candace L. Straight Director December 11, 2002
---------------------------
Candace L. Straight*
/s/ Peter P. Trapp Director December 11, 2002
---------------------------
Peter P. Trapp*
*Signatures affixed by Arthur C. Delibert on December 11, 2002 pursuant to
powers of attorney dated October 21, 2002, which were filed with the
Registrant's Registration Statement (File Nos. 333-100914 and 811-21168) on
October 31, 2002.
NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC.
EXHIBIT INDEX
Exhibit Document Description
------- --------------------
a. (1) Articles of Incorporation. (Incorporated by reference
to the Registrant's Registration Statement, File Nos.
333-97283 and 811-21168, filed on July 29, 2002)
(2) Form of Articles Supplementary. (Incorporated by
reference to Appendix A of Part B of Pre-Effective
Amendment No. 1 to the Registrant's Registration
Statement, File Nos. 333-100914 and 811-21168, filed
on December 9, 2002)
b. Amended and Restated Bylaws. (Incorporated by reference to
Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement, File Nos. 333-97283 and 811-21168,
filed on September 24, 2002)
c. None.
d. Articles Sixth, Ninth, Tenth, Eleventh and Thirteenth of the
Articles of Incorporation and Articles II, VI and X of the
Bylaws.
e. Dividend Reinvestment Plan with respect to Registrant's
common stock. (Incorporated by reference to Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement,
File Nos. 333-100914 and 811-21168, filed on December 9,
2002)
f. None.
g. (1) Management Agreement. (Incorporated by reference to
Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement, File Nos. 333-100914 and
811-21168, filed on December 9, 2002)
(2) Sub-Advisory Agreement. (Incorporated by reference to
the Registrant's Registration Statement, File Nos.
333-100914 and 811-21168, filed on October 31, 2002)
h. (1) Underwriting Agreement with respect to Registrant's
common stock. (Incorporated by reference to the
Registrant's Registration Statement, File Nos.
333-100914 and 811-21168, filed on October 31, 2002)
(2) Form of Master Agreement Among Underwriters with
respect to Registrant's common stock. (Incorporated
by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement, File Nos.
333-97283 and 811-21168, filed on September 24, 2002)
(3) Form of Master Selected Dealer Agreement with respect
to Registrant's common stock. (Incorporated by
reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement, File Nos.
333-97283 and 811-21168, filed on September 24, 2002)
(4) Form of Underwriting Agreement with respect to
Registrant's preferred stock. (Incorporated by
reference to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement, File Nos.
333-100914 and 811-21168, filed on December 9, 2002)
i. None
j. Custodian Contract. (Incorporated by reference to the
Registrant's Registration Statement, File Nos. 333-100914
and 811-21168, filed on October 31, 2002)
k. (1) Transfer Agency and Service Agreement. (Incorporated
by reference to the Registrant's Registration
Statement, File Nos. 333-100914 and 811-21168, filed
on October 31, 2002)
(2) Administration Agreement. (Incorporated by reference
to Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement, File Nos. 333-100914 and
811-21168, filed on December 9, 2002)
(3) Fee Waiver Agreement. (Incorporated by reference to
the Registrant's Registration Statement, File Nos.
333-100914 and 811-21168, filed on October 31, 2002)
(4) Additional Compensation Agreement with respect to
Registrant's common stock. (Incorporated by reference
to the Registrant's Registration Statement, File Nos.
333-100914 and 811-21168, filed on October 31, 2002)
(5) Form of Auction Agency Agreement with respect to
Registrant's preferred stock. (Incorporated by
reference to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement, File Nos.
333-100914 and 811-21168, filed on December 9, 2002)
(6) Form of Broker-Dealer Agreement with respect to
Registrant's preferred stock. (Incorporated by
reference to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement, File Nos.
333-100914 and 811-21168, filed on December 9, 2002)
l. (1) Opinion and Consent of Counsel with respect to
Registrant's common stock. (Incorporated by reference
to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement, File Nos. 333-97283 and
811-21168, filed on September 24, 2002)
(2) Opinion and Consent of Counsel with respect to
Registrant's preferred stock. (Filed herewith)
m. None.
n. Consent of Independent Auditors. (Filed herewith)
o. None.
p. Letter of Investment Intent with respect to Registrant's
common stock. (Incorporated by reference to Pre-Effective
Amendment No. 2 to the Registrant's Registration Statement,
File Nos. 333-97283 and 811-21168, filed on September 24,
2002)
q. None.
r. Code of Ethics for Registrant, its Investment Adviser and
its Sub-Adviser. (Incorporated by reference to
Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement, File Nos. 333-97283 and 811-21168,
filed on September 24, 2002)