SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
----------
NEUBERGER BERMAN CALIFORNIA INTERMEDIATE MUNICIPAL FUND INC.
(Name of Registrant as Specified in its Charter)
----------
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:
(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:
__________________________
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.
605 THIRD AVENUE
NEW YORK, NEW YORK 10158-0180
____________________
NOTICE OF ANNUAL JOINT 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., and
Neuberger Berman New York Intermediate Municipal Fund Inc. (each, a "Fund" and
collectively, the "Funds"), will be held jointly on Monday, April 14, 2008, at
10:30 a.m. Eastern time at the offices of Neuberger Berman, LLC, 605 Third
Avenue, 41st Floor, New York, New York 10158-3698 for the following purposes:
(1) To elect six Class III Directors as outlined below:
(a) Five Class III Directors, Martha C. Goss, Robert A. Kavesh, Edward
I. O'Brien, William E. Rulon and Candace L. Straight to be elected
by the holders of common stock and preferred stock (the "Preferred
Stock"), voting together as a single class, such Directors to serve
until the annual meeting of stockholders in 2011, or until their
successors are elected and qualified; and
(b) One Class III Director, Howard A. Mileaf, to be elected by the
holders of Preferred Stock only, voting separately as a single
class, such Director to serve until the annual meeting of
shareholders in 2011, or until such Director's 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 20, 2008
("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 proposal 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 on only in person or by
written proxy.
Each Fund 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 a Fund,
in its 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: March 13, 2008
New York, New York
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund(s) involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Any party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the
proxy card.
3. Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration.
For example:
REGISTRATION VALID SIGNATURE
--------------------------------------------------------------------------------
CORPORATE ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78 Jane B. Doe
CUSTODIAN OR ESTATE ACCOUNTS
(1) John B. Smith, Cust. f/b/o John B. Smith, Jr.
UGMA John B. Smith
(2) John B. Smith John B. Smith, Jr., Executor
--------------------------------------------------------------------------------
________________________________________________________________________________
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY
SHARES OF STOCK YOU OWN.
PLEASE RETURN YOUR PROXY CARD(S) 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.
________________________________________________________________________________
_______________________________
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.
605 THIRD AVENUE
NEW YORK, NEW YORK 10158-0180
____________________
PROXY STATEMENT
____________________
JOINT ANNUAL MEETING OF STOCKHOLDERS
APRIL 14, 2008
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., and Neuberger Berman New York
Intermediate Municipal Fund Inc. (each, a "Fund" and collectively, the "Funds")
by the Board of Directors of each respective Fund (each, a "Board" and
collectively, the "Boards") in connection with the solicitation of stockholder
votes by proxy to be voted at the Annual Meeting of Stockholders ("Meeting") or
any adjournments thereof to be held jointly on April 14, 2008, at 10:30 a.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 Joint Annual Meeting, this Proxy Statement and
form of proxy first will be mailed to stockholders on or about March 13, 2008.
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 Secretary of 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,"
"ABSTAIN" 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 20, 2008, 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
--------------------------------------------------------------------------------
Neuberger Berman
California Intermediate Municipal Fund Inc. 6,799,354 2,360
Neuberger Berman
Dividend Advantage Fund Inc. 5,805,236 2,100
Neuberger Berman
Income Opportunity Fund Inc. 17,734,383 5,020
Neuberger Berman
Intermediate Municipal Fund Inc. 20,705,124 7,176
Neuberger Berman
New York Intermediate Municipal Fund Inc. 5,582,218 1,930
--------------------------------------------------------------------------------
Holders of each Fund's outstanding Common Shares and Preferred Shares will
vote together as a single class to elect five Class III Directors. As described
herein under the section entitled "Election of Directors - Proposal," holders of
the Preffered Shares of each Fund will vote separately from holders of the
Common Shares to elect one additional Class III Director. As to any other
business that may properly come before the Meeting, holders of 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 ("MGCL") 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.
2
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
III Directors. The affirmative vote of the holders of a majority of a Fund's
outstanding Preferred Shares, voting separate from the Common Shares, is
required to elect one additional Class III Director for that Fund. With respect
to other items of business (and the Funds are not currently aware of any other
items to be brought before the Meeting), the necessary affirmative vote will
depend on the requirements of the 1940 Act, the MGCL and the Fund's charter with
respect to said item of business. If a quorum is not present at the Meeting, 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 and those
proxies they are required to "WITHHOLD" on all nominees in their discretion. If
a quorum is present at the Meeting, the Chairman of the Meeting may adjourn the
Meeting if sufficient votes are not received or for any other purpose. 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) effectively will be a vote against the election of the
Directors.
3
Pursuant to the rules of the NYSE, Preferred Stock of each Fund held in
"street name" may be voted under certain conditions by broker-dealer firms and
counted for purposes of establishing a quorum of that Fund if no instructions
are received by the date specified in the broker-dealer's statement accompanying
the proxy materials. These conditions include, among others, that (i) at least
30% of a Fund's Preferred Stock outstanding have voted on the proposal, and (ii)
less than 10% of a Fund's Preferred Stock outstanding have voted against such
proposal. In such instance, the broker-dealer firm may vote such uninstructed
Fund's Preferred Stock on the proposal in the same proportion as the votes cast
by all Preferred Stock voted on such proposal. Each Fund will include shares
held of record by broker-dealers as to which such authority has been granted in
its tabulation of the total number of shares present for purposes of determining
whether the necessary quorum of shareholders of such Fund exists.
As of February 20, 2008, 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
NAME AND ADDRESS OF BENEFICIAL BENEFICIAL PERCENT OF
FUND CLASS OF STOCK OWNER OWNERSHIP CLASS
-------------------------------------------------------------------------------------------------
Neuberger Common First Trust Portfolios L.P. 409,834 6.00%
Berman Shares First Trust Advisors L.P.
California The Charger Corporation
Intermediate 1001 Warrenville Road
Municipal Lisle, Illinois 60532
Fund Inc.*
-------------------------------------------------------------------------------------------------
Neuberger Common Lazard Asset Management 658,770 11.35%
Berman Shares LLC
Dividend The World Trust Fund
Advantage 30 Rockefeller Plaza
Fund Inc.** New York, NY 10112
-------------------------------------------------------------------------------------------------
Neuberger Common Morgan Stanley 1,028,718 5.8%
Berman Shares 1585 Broadway
Income New York, NY 10036
Opportunity
Fund Inc.*** Van Kampen Funds Inc.
Harborside Financial
Center II Floor 2
Jersey City, NJ 07311
-------------------------------------------------------------------------------------------------
4
AMOUNT OF
NAME AND ADDRESS OF BENEFICIAL BENEFICIAL PERCENT OF
FUND CLASS OF STOCK OWNER OWNERSHIP CLASS
----------------------------------------------------------------------------------------------------
Neuberger Common Claymore Securities Inc. 1,546,025 8.72%
Berman Shares 250 North Rock Road
Income Suite 150
Opportunity Wichita, KS 67206-2241
Fund Inc.****
Claymore Securities
Defined Portfolios,
Series 192, 224, 297, 311,
324, 349, 358, 367, 376,
384, 387,
399, 406, 419, 427, 433,
441 & 446.
2455 Corporate West Dr.
Lisle, IL 60532
----------------------------------------------------------------------------------------------------
* Based on Schedule 13G filed by First Trust Portfolios L.P. on February 13, 2008.
** Based on an amended Schedule 13G filed by Lazard Asset Management LLC on February 7, 2008.
*** Based on an amended Schedule 13G filed by Morgan Stanley on February 14, 2008.
**** Based on an amended Schedule 13G filed by Claymore Securities, Inc. on January 31, 2008.
In addition, the Directors and officers of each Fund, in the aggregate,
owned less than 1% of each class of the Fund's outstanding shares as of February
20, 2008.
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 December 31, 2007,
Neuberger Berman affiliates had approximately $258.1 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 OF EACH
FUND MAY OBTAIN A FREE COPY OF THE ANNUAL REPORT FOR THE FISCAL YEAR ENDED
OCTOBER 31, 2007, WHICH INCLUDES AUDITED FINANCIAL STATEMENTS FOR THE 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 a
Board of Directors or to an individual director of a Fund to the attention of
Chamaine Williams, Chief Compliance Officer ("CCO") 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
5
stockholder proposals should be directed to the attention of Claudia A. Brandon,
Secretary of the Funds, Neuberger Berman Funds, 605 Third Avenue, 21st Floor,
New York, NY, 10158-0180 as described in this Proxy Statement under "Information
Regarding the Funds' Process for Nominating Director Candidates" and
"Stockholder Proposals."
ELECTION OF DIRECTORS
PROPOSAL
The Board of each Fund is divided into three classes (Class I, Class II and
Class III). At meetings of the Boards held jointly on March 22, 2007, each
Fund's Board expanded the size of its Board from fifteen to sixteen members and
appointed Martha C. Goss as a Class III Director effective June 1, 2007.
The terms of office of Class I, Class II and Class III Directors will
expire at the annual meeting of stockholders held in 2009, 2010 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). One of those two Directors, Howard A. Mileaf, is a Class III
Director currently up for election. The other is a Class II Director up for
election in 2010. The Class II Director is not a nominee to be considered at the
Meeting.
The term of each current Class III Director expires at the annual meeting
of stockholders, but each expressed his or her willingness to serve another term
as Director of the Funds if nominated by the Boards.
The Governance and Nominating Committee of each Fund reviewed the
qualifications, experience and background of each Class III incumbent Director.
Based upon this review, each Committee determined that nominating the incumbent
Class III Directors 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.
6
At a meeting in December 2007, the Boards 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 Martha C. Goss, Robert A. Kavesh, Howard A. Mileaf, Edward I.
O'Brien, William E. Rulon and Candace L. Straight for election as Class III
Directors with a term expiring in 2011. Each Fund has a policy that at least
three-fourths of all Directors be Independent Fund Directors. Independent Fund
Directors are those who are not associated with the Funds' investment adviser or
sub-adviser or their affiliates, or with any broker-dealer used by the Funds,
the investment adviser or the sub-adviser in the past six months.
It is the intention of the persons named on 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 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 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.
7
INFORMATION REGARDING NOMINEES
FOR ELECTION AT 2008 ANNUAL MEETING
________________________________________________________________________________________________________________
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
________________________________________________________________________________________________________________
CLASS III
________________________________________________________________________________________________________________
Independent Fund Directors
________________________________________________________________________________________________________________
Martha C. Goss (58) President, Woodhill 62 Director, Ocwen
Director Enterprises Inc. Financial Corporation
Since June 2007 /Chase Hollow (mortgage servicing),
Associates LLC since 2005; Director,
(personal investment American Water (water
vehicle), since 2006; utility), since 2003;
Chief Operating and Non-Executive Chair
Financial Officer, and Director, Channel
Hopewell Holdings, Reinsurance (financial
LLC/Amwell guaranty reinsurance),
Holdings, LLC since 2006; Director,
(a holding company Allianz Life of New
for investments York (insurance), since
in the healthcare 2005; Director, Financial
space), since 2003; Women's Association of
formerly, Consultant, New York (not for profit
Resources association), since 2003;
Connection Trustee Emerita, Brown
(temporary staffing), University, since 1998.
2002 to 2006.
________________________________________________________________________________________________________________
Robert A. Kavesh (80) Marcus Nadler 62 Formerly, Director, The
Director Professor Emeritus Caring Community
Since inception (3) of Finance and (not-for-profit), 1997 to
Economics, New 2006; formerly, Director,
York University Stern DEL Laboratories,
School of Business; Inc. (cosmetics and
formerly, Executive pharmaceuticals), 1978
Secretary-Treasurer, to 2004; formerly,
American Finance Director, Apple Bank
Association, 1961 to for Savings,1979 to
1979. 1990; formerly, Director,
Western Pacific
Industries, Inc., 1972 to
1986 (public company).
________________________________________________________________________________________________________________
8
________________________________________________________________________________________________________________
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
________________________________________________________________________________________________________________
Howard A. Mileaf Retired; formerly, 62 Formerly, Director,
(71) Vice President and Webfinancial
Director General Counsel, Corporation (holding
Since inception (3) WHX Corporation company) December
(holding company), 2002 to February 2008;
1993 to 2001. formerly, Director, WHX
Corporation (holding
company), January 2002
to June 2005; formerly,
Director, State Theatre
of New Jersey (not-for-
profit theater), 2000 to
2005.
________________________________________________________________________________________________________________
Edward I. O'Brien Formerly, Member, 62 Director, Legg Mason,
(79) Investment Policy Inc. (financial services
Director Committee, Edward holding company) since
Since inception (3) Jones, 1993 to 1993; formerly, Director,
2001; President, Boston Financial Group
Securities Industry (real estate and tax
Association ("SIA") shelters), 1993 to 1999.
(securities 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, 62 Formerly, Director, Pro-
(75) Senior Vice Kids Golf and Learning
Director President, Academy (teach golf
Since inception (3) Foodmaker, Inc. and computer usage
(operator and to "at risk" children,
franchiser of 1998 to 2006; formerly,
restaurants) until Director, Prandium, Inc.
January 1997. (restaurants), March
2001 to July 2002.
________________________________________________________________________________________________________________
9
________________________________________________________________________________________________________________
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
________________________________________________________________________________________________________________
Candace L. Straight Private investor 62 Director, Montpelier Re
(60) and consultant (reinsurance company)
Director specializing in the since 2006; Director,
Since inception (3) insurance industry; National Atlantic
formerly, Advisory Holdings Corporation
Director, Securitas (property and casualty
Capital LLC (a insurance company)
global private equity since 2004; Director, The
investment firm Proformance Insurance
dedicated to making Company (property
investments in the and casualty insurance
insurance sector), company) since March
1998 to December 2004; formerly, Director,
2003. Providence Washington
Insurance Company
(property and casualty
insurance company),
December 1998 to March
2006; formerly, Director,
Summit Global Partners
(insurance brokerage
firm), 2000 to 2005.
________________________________________________________________________________________________________________
10
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
________________________________________________________________________________________________________________
CLASS I
________________________________________________________________________________________________________________
Independent Fund Directors
________________________________________________________________________________________________________________
Faith Colish (72) Counsel, Carter 62 Formerly, Director (1997
Director Ledyard & Milburn to 2003) and Advisory
Since inception (3) LLP (law firm) Director (2003 to 2006),
since October 2002; ABA Retirement Funds
formerly, Attorney- (formerly, American
at-Law and President, Bar Retirement
Faith Colish, Association) (not-for-
A Professional profit membership
Corporation, 1980 to corporation).
2002.
________________________________________________________________________________________________________________
Michael M. Knetter Dean, School of 62 Trustee, Northwestern
(47) Business, University Mutual Series Fund,
Director of Wisconsin Inc. since February
Since February 2007 - Madison; 2007; Director, Wausau
formerly, Professor Paper since 2005;
of International Director, Great Wolf
Economics and Resorts since 2004.
Associate Dean,
Amos Tuck School of
Business - Dartmouth
College, 1998 to
2002.
________________________________________________________________________________________________________________
Cornelius T. Ryan Founding General 62 Supply Pro, Inc.,
(76) Partner, Oxford since 2007;
Director Partners and Oxford Norwalk Hospital
Since inception (3) Bioscience Partners Foundation, since 1998
(venture capital
investing) and
President, Oxford
Venture Corporation
since 1981.
________________________________________________________________________________________________________________
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
________________________________________________________________________________________________________________
Peter P. Trapp (63) Retired; formerly, 62 None.
Director Regional Manager
Since inception (3) for Mid-Southern
Region, Ford Motor
Credit Company,
September 1997
to 2007; formerly,
President, Ford Life
Insurance
Company, April 1995
to August 1997.
________________________________________________________________________________________________________________
Director who is an "Interested Person"
________________________________________________________________________________________________________________
Peter E. Sundman* Executive Vice 62 Director and Vice
(48) President, Neuberger President, Neuberger &
Chief Executive Berman Inc. (holding Berman Agency, Inc.
Officer, Director company) since 1999; since 2000; formerly,
and Chairman of the Head of Neuberger Director, Neuberger
Board Berman Inc.'s Mutual Berman Inc. (holding
Since inception (3) Funds Business company), October 1999
(since 1999) and to March 2003; Trustee,
Institutional Business Frost Valley YMCA;
(1999 to October Trustee, College of
2005); responsible Wooster.
for Managed
Accounts Business
and intermediary
distribution (October
1999 to 2008);
________________________________________________________________________________________________________________
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
________________________________________________________________________________________________________________
President and
Director,
Management since
1999; Managing
Director, Neuberger
Berman since 2005;
formerly, Executive
Vice President,
Neuberger Berman,
1999 to December
2005; formerly,
Principal, Neuberger
Berman, 1997 to
1999; formerly,
Senior Vice
President, NB
Management, 1996 to
1999.
________________________________________________________________________________________________________________
13
________________________________________________________________________________________________________________
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
________________________________________________________________________________________________________________
CLASS II
________________________________________________________________________________________________________________
Independent Fund Directors
________________________________________________________________________________________________________________
John Cannon (78) Consultant; 62 Independent Trustee
Director formerly, Chairman, or Director of three
Since inception (3) CDC Investment series of Oppenheimer
Advisers (registered Funds: Oppenheimer
investment adviser), Limited Term
1993 to January 1999; New York Municipal
formerly, President Fund, Rochester
and Chief Executive Fund Municipals,
Officer, AMA and Oppenheimer
Investment Advisors, Convertible Securities
an affiliate of the Fund, since 1992.
American Medical
Association.
________________________________________________________________________________________________________________
C. Anne Harvey (70) President, C.A. 62 Formerly, President,
Director Harvey Associates Board of Associates
Since inception (3) since October 2001; to The National
formerly, Director, Rehabilitation Hospital's
AARP, 1978 to Board of Directors,
December 2001. 2001 to 2002; formerly,
Member, Individual
Investors Advisory
Committee to the New
York Stock Exchange
Board of Directors, 1998
to June 2002.
________________________________________________________________________________________________________________
George W. Morriss Formerly, Executive 62 Member, Old Mutual
(60) Vice President and 2100 fund complex
Director Chief Financial (consisting of six funds)
Since February 2007 Officer, People's since October 2006 for
Bank (a financial four funds and since
services company), February 2007 for two
1991 to 2001. funds.
________________________________________________________________________________________________________________
14
________________________________________________________________________________________________________________
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 (58) General Partner, Seip 62 Director, H&R Block,
Director Investments LP (a Inc. (financial services
Since inception (3); private investment company) since May
Lead Independent partnership); 2001; Chairman,
Director formerly, President Compensation
Since 2006 and CEO, Westaff, Committee, H&R Block,
Inc. (temporary Inc. since 2006; Director,
staffing), May 2001 America One Foundation
to January 2002; since 1998; formerly,
formerly, Senior Chairman, Governance
Executive at the and Nominating
Charles Schwab Committee, H&R
Corporation, 1983 Block, Inc., 2004 to
to 1998, including 2006; formerly, Director,
Chief Executive Forward Management,
Officer, Charles Inc. (asset management
Schwab Investment company), 1999 to 2006;
Management, Inc. formerly Director, E-
and Trustee, Schwab Bay Zoological Society,
Family of Funds and 1999 to 2003; formerly,
Schwab Investments, Director, General Magic
1997 to 1998, and (voice recognition
Executive Vice software), 2001 to 2002;
President-Retail formerly, Director,
Brokerage, Charles E-Finance Corporation
Schwab & Co., Inc., (credit decisioning
1994 to 1997. services), 1999 to 2003;
formerly, Director,
Save-Daily.com (micro
investing services), 1999
to 2003.
________________________________________________________________________________________________________________
15
________________________________________________________________________________________________________________
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* (67) Executive Vice 62 Director, Dale Carnegie
President and President and and Associates, Inc.
Director Chief Investment (private company)
Since December Officer, Neuberger since 1998; Director,
2002 (4) Berman Inc. Solbright, Inc. (private
(holding company) company) since 1998.
since 2002 and
2003, respectively;
Managing Director
and Chief Investment
Officer, Neuberger
Berman since
December 2005 and
2003, respectively;
formerly, Executive
Vice President,
Neuberger Berman,
December 2002
to 2005; Director
and Chairman,
NB Management
since December
2002; formerly,
Executive Vice
President, Citigroup
Investments, Inc.,
September 1995
to February 2002;
formerly, Executive
Vice President,
Citigroup Inc.,
September 1995 to
February 2002.
________________________________________________________________________________________________________________
(1) Each Board shall at all 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 stockholders held in 2009, 2010, 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.
16
(3) The inception date of Neuberger Berman Intermediate Municipal Fund Inc.,
Neuberger Berman California Intermediate Municipal Fund Inc., and Neuberger
Berman New York Intermediate Municipal Fund Inc. is 2002. The inception
date of Neuberger Berman Income Opportunity Fund Inc. is 2003. The
inception date of the Neuberger Berman Dividend Advantage Fund Inc. is
2004.
(4) For Neuberger Berman Dividend Advantage Fund Inc. and Neuberger Berman
Income Opportunity Fund Inc., Mr. Rivkin has served as President and
Director since each Fund's inception.
* 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 common 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 the AMEX. 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, 2007, all filing requirements
applicable to such persons were met.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The following table sets forth the number of times each Fund's Board met
during the fiscal year ended October 31, 2007. 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.
BOARD MEETINGS
FUND HELD
________________________________________________________________________________
Neuberger Berman California Intermediate Municipal Fund Inc. 7
Neuberger Berman Dividend Advantage Fund Inc. 7
Neuberger Berman Income Opportunity Fund Inc. 7
Neuberger Berman Intermediate Municipal Fund Inc. 7
Neuberger Berman New York Intermediate Municipal Fund Inc. 7
________________________________________________________________________________
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 although the Governance and Nominating Committees do consider and make
recommendations relating to Independent Director compensation to the Boards.
AUDIT COMMITTEE. The purposes of each Fund's Audit Committee are (a) in
accordance with exchange requirements and Rule 32a-4 under the 1940 Act, to
oversee the accounting and financial reporting processes of the Fund and, as the
Committee deems appropriate, to inquire into the internal control over financial
reporting of service providers; (b) in accordance with exchange requirements and
Rule 32a-4 under the 1940 Act, to oversee the quality and integrity of the
Fund's financial statements and the independent audit thereof; (c) in accordance
17
with exchange requirements and Rule 32a-4 under the 1940 Act, 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 407 of Regulation
S-K to be included in proxy statements relating to the election of directors.
The independent registered public accounting firm for each Fund shall report
directly to the Audit Committee. Each Fund has adopted a written charter for its
Audit Committee. The charter of each Audit Committee is available on NB
Management's website at www. nb.com. 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 Funds' independent registered
public accounting firm to each member of the Committee between meetings of the
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 Martha C. Goss, Howard A. Mileaf,
George W. Morriss, Cornelius T. Ryan (Chairman), Tom D. Seip and Peter P. Trapp.
The Chairman of the Audit Committee receives additional compensation for serving
on this Committee. The Report of each Audit Committee relating to the audit of
Fund financial statements for the fiscal year ended October 31, 2007 is attached
hereto as Appendix A. During the fiscal year ended October 31, 2007, the
Committee of each Fund met six times.
CLOSED-END FUNDS COMMITTEE. Each Fund's Closed-End Funds Committee is
responsible for consideration and evaluation of issues specific to such Fund.
For each Fund, its members are George W. Morriss (Chairman), Edward I. O'Brien,
Jack L. Rivkin, William E. Rulon (Vice Chairman), and Tom D. Seip. All members
other than Mr. Rivkin are Independent Fund Directors. The Chairman of the
Closed-End Funds Committee receives additional compensation for serving on this
Committee. During the fiscal year ended October 31, 2007, the Committee of each
of Neuberger Berman Dividend Advantage Fund Inc. and Neuberger Berman Income
Opportunity Fund Inc. met once and of each of Neuberger Berman California
Intermediate Municipal Fund Inc., Neuberger Berman Intermediate Municipal Fund
Inc. and Neuberger Berman New York Intermediate Municipal Fund Inc. met twice.
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 continue each Fund's principal
contractual arrangements. For each Fund, its members are Faith Colish
(Chairwoman), Martha C. Goss, Robert A. Kavesh, William E. Rulon and Candace L.
Straight. All members are Independent Fund Directors. The Chairwoman of the
18
Contract Review Committee receives additional compensation for serving on this
Committee. During the fiscal year ended October 31, 2007, the Committee of each
Fund met four 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 under
the 1940 Act 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 CCO. The Committee shall not assume oversight duties to the extent that
such duties have been assigned by the Board expressly to another Committee of
the Board (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, 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 (Chairman), Faith
Colish, C. Anne Harvey, Michael M. Knetter and Edward I. O'Brien. All members
are Independent Fund Directors. The Chairman of the Ethics and Compliance
Committee receives additional compensation for serving on this Committee. 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, 2007, the Committee of each Fund met four times.
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; each Committee has all the powers of the Board when the Board is not
in session to the extent permitted by Maryland law. For each Fund, its members
are John Cannon, Robert A. Kavesh, Howard A. Mileaf, 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, 2007, 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 Board is charged with approving compensation.
Each Committee met to discuss matters relating to the nomination of Class III
Directors with respect to each Fund. For each Fund, its members are C. Anne
19
Harvey (Chairwoman), Robert A. Kavesh, Michael M. Knetter, 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. The
Chairwoman of the Governance and Nominating Committee receives additional
compensation for serving on this Committee. During the fiscal year ended October
31, 2007, the Committee of each Fund met three 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 Martha C. Goss, 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. The Chairman of the Investment Performance Committee receives
additional compensation for serving on this Committee. During the fiscal year
ended October 31, 2007, the Committee of each Fund met two times.
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
prices 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 Faith Colish, George W.
Morriss, 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. The Chairwoman of the Portfolio Transactions and
Pricing Committee receives additional compensation for serving on this
Committee. During the fiscal year ended October 31, 2007, the Committee of each
Fund met four times.
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 NB Management'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,
20
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. The Governance and Nominating Committee will
consider nominees recommended by stockholders on the basis of the same criteria
used to consider and evaluate candidates recommended by other sources. 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, two Board members attended the 2007 annual
meeting of stockholders.
OWNERSHIP OF SECURITIES
Set forth below is the dollar range of equity securities owned by each
Director as of January 31, 2008.
21
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT
DOLLAR RANGE OF COMPANIES OVERSEEN BY
EQUITY SECURITIES DIRECTOR IN FAMILY OF
NAME OF DIRECTOR OWNED IN EACH FUND * INVESTMENT COMPANIES *
________________________________________________________________________________
Independent Fund Directors
________________________________________________________________________________
John Cannon None Over $100,000
Faith Colish $1-$10,000 ** Over $100,000
Martha C. Goss None None
C. Anne Harvey None $50,001-$100,000
Robert A. Kavesh None $10,001-$50,000
Michael M. Knetter None None
Howard A. Mileaf None Over $100,000
George W. Morriss None Over S100,000
Edward I. O'Brien None Over $100,000
William E. Rulon None Over $100,000
Cornelius T. Ryan None Over $100,000
Tom D. Seip None Over $100,000
Candace L. Straight None Over $100,000
Peter P. Trapp None Over $100,000
________________________________________________________________________________
Directors who are "Interested Persons"
________________________________________________________________________________
Jack L. Rivkin None $1-$10,000
Peter E. Sundman None Over $100,000
________________________________________________________________________________
* Valuation as of March 3, 2008.
** Ms. Colish owns 100 shares of common stock of each Fund other than
Neuberger Berman California Intermediate Municipal Fund Inc., constituting
less than 1% of each Fund's outstanding shares of common stock.
INDEPENDENT FUND DIRECTORS' OWNERSHIP OF SECURITIES
As of January 31, 2008, no Independent Fund Director (or his/her immediate
family members) owned securities of NB Management or Neuberger Berman or
securities in an entity controlling, controlled by or under common control with
NB Management or Neuberger Berman (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.
22
_____________________________________________________________________________________________
POSITION AND
LENGTH OF
NAME AND AGE TIME SERVED PRINCIPAL OCCUPATION(S)
_____________________________________________________________________________________________
Andrew B. Allard (46) Anti-Money Senior Vice President, Neuberger
Laundering Berman since 2006; Deputy General
Compliance Counsel, Neuberger Berman since
Officer since 2004; formerly, Vice President,
inception (1) Neuberger Berman, 2000 to 2005;
formerly, Associate General Counsel,
Neuberger Berman, 1999 to 2004;
Anti-Money Laundering Compliance
Officer, sixteen registered investment
companies for which NB Management
acts as investment manager and
administrator (six since 2002, three
since 2003, four since 2004, one since
2005 and two since 2006).
_____________________________________________________________________________________________
Michael J. Bradler (38) Assistant Vice President, Neuberger Berman
Treasurer since since 2006; Employee, NB Management
2005 since 1997; Assistant Treasurer, sixteen
registered investment companies
for which NB Management acts as
investment manager and administrator
(fourteen since 2005 and two since
2006).
_____________________________________________________________________________________________
Claudia A. Brandon (51) Secretary since Senior Vice President, Neuberger
inception (1) Berman since 2007; Vice President-
Mutual Fund Board Relations,
NB Management since 2000 and
Assistant Secretary since 2004;
formerly, Vice President, Neuberger
Berman 2002 to 2006 and Employee
since 1999; Secretary, sixteen registered
investment companies for which
NB Management acts as investment
manager and administrator (three since
1985, three since 2002, three since
2003, four since 2004, one since 2005
and two since 2006).
_____________________________________________________________________________________________
23
_____________________________________________________________________________________________
POSITION AND
LENGTH OF
NAME AND AGE TIME SERVED PRINCIPAL OCCUPATION(S)
_____________________________________________________________________________________________
Robert Conti (51) Vice President Managing Director, Neuberger Berman
since inception (1) since 2007; formerly, Senior Vice
President, Neuberger Berman, 2003
to 2006; formerly, Vice President,
Neuberger Berman, 1999 to 2003;
Senior Vice President, NB Management
since 2000; Vice President, sixteen
registered investment companies
for which NB Management acts as
investment manager and administrator
(three since 2000, three since 2002,
three since 2003, four since 2004, one
since 2005 and two since 2006).
_____________________________________________________________________________________________
Brian J. Gaffney (54) Vice President Managing Director, Neuberger Berman
since inception (1) since 1999; Senior Vice President,
NB Management since 2000; Vice
President, sixteen registered investment
companies for which NB Management
acts as investment manager and
administrator (three since 2000, three
since 2002, three since 2003, four since
2004, one since 2005 and two since
2006).
_____________________________________________________________________________________________
Maxine L. Gerson (57) Chief Legal Senior Vice President, Neuberger
Officer since Berman since 2002; Deputy General
2005 (only for Counsel and Assistant Secretary,
purposes of Neuberger Berman since 2001; Senior
sections 307 Vice President, NB Management since
and 406 of the 2006; Secretary and General Counsel,
Sarbanes-Oxley NB Management since 2004; Chief
Act of 2002) Legal Officer (only for purposes of
sections 307 and 406 of the Sarbanes-
Oxley Act of 2002), sixteen registered
investment companies for which
NB Management acts as investment
manager and administrator (fourteen
since 2005 and two since 2006).
_____________________________________________________________________________________________
24
_____________________________________________________________________________________________
POSITION AND
LENGTH OF
NAME AND AGE TIME SERVED PRINCIPAL OCCUPATION(S)
_____________________________________________________________________________________________
Sheila R. James (42) Assistant Vice President, Neuberger Berman
Secretary since since 2008 and Employee since 1999;
inception (1) formerly, Assistant Vice President,
2007-2008; Assistant Secretary, sixteen
registered investment companies
for which NB Management acts as
investment manager and administrator
(six since 2002, three since 2003, four
since 2004, one since 2005and two
since 2006).
_____________________________________________________________________________________________
Kevin Lyons (52) Assistant Assistant Vice President, Neuberger
Secretary since Berman since 2008 and Employee
2003 (2) since 1999; Assistant Secretary, sixteen
registered investment companies
for which NB Management acts as
investment manager and administrator
(nine since 2003, four since 2004, one
since 2005 and two since 2006).
_____________________________________________________________________________________________
John M. McGovern (38) Treasurer Senior Vice President, Neuberger
and Principal Berman since 2007; formerly, Vice
Financial and President, Neuberger Berman, 2004 to
Accounting 2006; Employee, NB Management since
Officer since 1993; Treasurer and Principal Financial
2005; prior and Accounting Officer, sixteen
thereto, registered investment companies
Assistant for which NB Management acts as
Treasurer from investment manager and administrator
inception (1) (fourteen since 2005 and two since
2006) formerly, Assistant Treasurer,
fourteen registered investment
companies for which NB Management
acts as investment manager and
administrator, 2002 to 2005.
_____________________________________________________________________________________________
Frank Rosato (37) Assistant Vice President, Neuberger Berman
Treasurer since since 2006; Employee, NB Management
2005 since 1995; Assistant Treasurer, sixteen
registered investment companies
for which NB Management acts as
investment manager and administrator
(fourteen since 2005 and two since
2006).
_____________________________________________________________________________________________
25
_____________________________________________________________________________________________
POSITION AND
LENGTH OF
NAME AND AGE TIME SERVED PRINCIPAL OCCUPATION(S)
_____________________________________________________________________________________________
Frederic B. Soule (61) Vice President Senior Vice President, Neuberger
since inception (1) Berman since 2003; formerly, Vice
President, Neuberger Berman, 1999 to
2002; Vice President, sixteen registered
investment companies for which
NB Management acts as investment
manager and administrator (three since
2000, three since 2002, three since
2003, four since 2004, one since 2005
and two since 2006).
_____________________________________________________________________________________________
Chamaine Williams Chief Senior Vice President, Neuberger
(37) Compliance Berman since 2007; Chief Compliance
Officer since Officer, NB Management since
2005 2006; Senior Vice President, Lehman
Brothers Inc. since 2007; formerly,
Vice President, Lehman Brothers Inc.
from 2003 to 2006; Chief Compliance
Officer, sixteen registered investment
companies for which NB Management
acts as investment manager and
administrator (fifteen since 2005 and
one since 2006); Chief Compliance
Officer, Lehman Brothers Asset
Management Inc. since 2003; Chief
Compliance Officer, Lehman Brothers
Alternative Investment LLC since 2003;
formerly, Vice President, UBS Global
Asset Management (US) Inc. (formerly,
Mitchell Hutchins Asset Management,
a wholly-owned subsidiary of
PaineWebber Inc.), 1997 to 2003.
_____________________________________________________________________________________________
(1) The inception date of Neuberger Berman Intermediate Municipal Fund Inc., Neuberger
Berman California Intermediate Municipal Fund Inc., and Neuberger Berman New York
Intermediate Municipal Fund Inc. is 2002. The inception date of 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.
26
COMPENSATION OF DIRECTORS
The following table sets forth information concerning the compensation of
the Funds' Directors. The Funds do not have any pension or retirement plan for
their Directors. For the fiscal year ended October 31, 2007, the Directors
received the amounts set forth in the following table from each Fund. For the
calendar year ended December 31, 2007, 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 INVESTMENT
COMPANIES IN THE NEUBERGER
COMPENSATION FROM BERMAN FUND COMPLEX PAID
NAME AND POSITION EACH FUND FOR FISCAL TO DIRECTORS FOR CALENDAR
WITH EACH FUND YEAR ENDED 10/31/07 YEAR ENDED 12/31/07
________________________________________________________________________________
INDEPENDENT FUND DIRECTORS
________________________________________________________________________________
John Cannon
Director $1,889.29 $104,536.24
Faith Colish
Director $1,853.04 $103,553.63
Martha C. Goss *
Director $ 774.47 $ 68,170.29
C. Anne Harvey
Director $1,720.30 $ 96,186.37
Robert A. Kavesh
Director $1,853.04 $103,553.63
Michael M. Knetter *
Director $1,128.41 $ 86,688.49
Howard A. Mileaf
Director $1,958.16 $109,483.52
George W. Morriss *
Director $1,197.28 $ 91,635.77
Edward I. O'Brien
Director $1,853.04 $103,553.63
William E. Rulon
Director $1,853.04 $103,553.63
Cornelius T. Ryan
Director $2,046.60 $113,417.63
Tom D. Seip
Director $2,311.97 $129,219.96
________________________________________________________________________________
27
TOTAL COMPENSATION FROM
REGISTERED INVESTMENT
COMPANIES IN THE NEUBERGER
COMPENSATION FROM BERMAN FUND COMPLEX PAID
NAME AND POSITION EACH FUND FOR FISCAL TO DIRECTORS FOR CALENDAR
WITH EACH FUND YEAR ENDED 10/31/07 YEAR ENDED 12/31/07
________________________________________________________________________________
Candace L. Straight
Director $1,853.04 $103,553.63
Peter P. Trapp
Director $1,958.16 $109,483.52
________________________________________________________________________________
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
________________________________________________________________________________
* Dr. Knetter and Mr. Morriss joined each Board in February 2007 and Ms. Goss
joined the Board in June 2007.
VOTE REQUIRED
With respect to each Fund, Martha C. Goss, Robert A. Kavesh, Edward I.
O'Brien, William E. Rulon and Candace L. Straight each must be elected by the
holders of a majority of the Fund's outstanding Common Shares and Preferred
Shares, voting together. With respect to each Fund, Howard A. Mileaf must be
elected by the holders of a majority of the outstanding Preferred Shares, voting
separately from the holders of the Common Shares.
THE BOARD OF DIRECTORS OF EACH FUND UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" EACH NOMINEE.
INFORMATION ON THE FUNDS' INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Ernst & Young LLP ("Ernst & Young") audited the financial statements for
the fiscal year ended October 31, 2007 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 each Fund has selected Ernst & Young as the independent registered
public accounting firm for the Fund for the fiscal year ending October 31, 2008.
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.
28
Representatives of Ernst & Young are not expected to be present at the
Meeting but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.
AUDIT FEES
The aggregate fees billed by Ernst & Young for the audit of the annual
financial statements of the Funds for the fiscal years ended October 31, 2007
and October 31, 2006 and for the review of the financial statements included in
the Funds' regulatory filings are as shown in the table below.
AUDIT FEES BILLED
-------------------------------
FISCAL YEAR FISCAL YEAR
ENDED ENDED
FUND 10/31/07 10/31/06
________________________________________________________________________________
Neuberger Berman
California Intermediate Municipal Fund Inc. $35,600 $33,500
Neuberger Berman Dividend Advantage Fund Inc. $38,100 $33,500
Neuberger Berman Income Opportunity Fund Inc. $38,100 $33,500
Neuberger Berman Intermediate Municipal Fund Inc. $35,600 $33,500
Neuberger Berman
New York Intermediate Municipal Fund Inc. $35,600 $33,500
________________________________________________________________________________
AUDIT-RELATED FEES
The aggregate audit-related fees billed by Ernst & Young for the fiscal
years ended October 31, 2007 and October 31, 2006, for performing agreed-upon
procedures for the Preferred Shares of each Fund are as shown in the table
below.
AUDIT-RELATED FEES BILLED
-------------------------------
FISCAL YEAR FISCAL YEAR
ENDED ENDED
FUND 10/31/07 10/31/06
________________________________________________________________________________
Neuberger Berman
California Intermediate Municipal Fund Inc. $6,250 $6,250
Neuberger Berman Dividend Advantage Fund Inc. $6,250 $6,250
Neuberger Berman Income Opportunity Fund Inc. $6,250 $6,250
Neuberger Berman Intermediate Municipal Fund Inc. $6,250 $6,250
Neuberger Berman
New York Intermediate Municipal Fund Inc. $6,250 $6,250
________________________________________________________________________________
29
TAX FEES
The aggregate fees billed by Ernst & Young for the fiscal years ended
October 31, 2007 and October 31, 2006, for tax compliance, tax advice, and tax
planning are as shown in the table below.
TAX FEES BILLED
-------------------------------
FISCAL YEAR FISCAL YEAR
ENDED ENDED
FUND 10/31/07 10/31/06
________________________________________________________________________________
Neuberger Berman
California Intermediate Municipal Fund Inc. $9,700 $9,500
Neuberger Berman Dividend Advantage Fund Inc. $9,700 $9,500
Neuberger Berman Income Opportunity Fund Inc. $9,700 $9,500
Neuberger Berman Intermediate Municipal Fund Inc. $9,700 $9,500
Neuberger Berman
New York Intermediate Municipal Fund Inc. $9,700 $9,500
________________________________________________________________________________
ALL OTHER FEES
Aggregate fees billed by Ernst & Young during the fiscal years ended
October 31, 2007 and October 31, 2006 for other services provided to the Funds
are as shown in the table below.
ALL OTHER FEES
-------------------------------
FISCAL YEAR FISCAL YEAR
ENDED ENDED
FUND 10/31/07 10/31/06
________________________________________________________________________________
Neuberger Berman
California Intermediate Municipal Fund Inc. $0 $0
Neuberger Berman Dividend Advantage Fund Inc. $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
________________________________________________________________________________
30
NON-AUDIT FEES
Aggregate fees billed by Ernst & Young during the fiscal years ended
October 31, 2007 and October 31, 2006 for non-audit services to the Funds, NB
Management, Neuberger Berman and any entity controlling, controlled by or under
common control with NB Management or Neuberger Berman that provides ongoing
services to the Funds are as shown in the table below.
AGGREGATE NON-AUDIT FEES *
-------------------------------
FISCAL YEAR FISCAL YEAR
ENDED ENDED
FUND 10/31/07 10/31/06
_______________________________________________________________________________
Neuberger Berman
California Intermediate Municipal Fund Inc. $440,950 $490,750
Neuberger Berman Dividend Advantage Fund Inc. $440,950 $490,750
Neuberger Berman Income Opportunity Fund Inc. $440,950 $490,750
Neuberger Berman Intermediate Municipal Fund Inc. $440,950 $490,750
Neuberger Berman
New York Intermediate Municipal Fund Inc. $440,950 $490,750
_______________________________________________________________________________
* Because this is a combined proxy for multiple Funds, the aggregate total of
the fees billed to NB Management, Neuberger Berman and any entity
controlling, controlled by or under common control with NB Management or
Neuberger Berman that provides ongoing services to the Funds is included in
each Fund's Aggregate Non-Audit Fees in this table.
Each Audit Committee has considered these fees and the nature of the
services rendered, and has concluded that they are compatible with maintaining
the independence of Ernst & Young. The Audit Committees did not approve any of
the services described above pursuant to the "de minimis exceptions" set forth
in Rule 2-01(c)(7)(i)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X. Ernst &
Young did not provide any audit-related services, tax services or other
non-audit services to NB Management, Neuberger Berman and any entity
controlling, controlled by or under common control with NB Management or
Neuberger Berman that provides ongoing services to the Funds 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
31
must receive the nomination or proposal not less than 90 days in advance of the
anniversary of the date of the Fund's proxy statement released to stockholders
in connection with the previous year's annual meeting. In order to be considered
at a Fund's 2009 annual meeting, stockholder nominations and proposals must be
received by the Fund no later than December 13, 2008 and must satisfy the other
requirements of the federal securities laws. Timely submission of a nomination
or proposal does not guarantee that such nomination or proposal will be
included. 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, c/o its Secretary, 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: March 13, 2008
32
APPENDIX A
AUDIT COMMITTEE REPORT
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.
(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 the 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. The Committee is
responsible for, among other things, recommending the initial and ongoing
engagement of the independent 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 Funds are responsible for planning and carrying out proper
audits and reviews.
The Audit Committees met on December 12, 2007 to review each Fund's audited
financial statements for the fiscal year ended October 31, 2007. In performing
this oversight function, the Audit Committees have reviewed and discussed the
audited financial statements with the Funds' management and their independent
auditors, Ernst & Young LLP ("E&Y"). The Audit Committees have discussed with
E&Y the matters required to be discussed by Statement on Auditing Standards No.
61, as amended, 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.
A-1
Based upon this review and related discussions, and subject to the
limitation on the role and responsibilities of the Audit Committee set forth
above and in the Charter, the Audit Committees recommended to the Board of
Directors that the audited financial statements be included in each Fund's
Annual Report to Stockholders for the fiscal year ended October 31, 2007.
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.
Martha C. Goss
Howard A. Mileaf
George W. Morriss
Cornelius T. Ryan (Chairman)
Tom D. Seip
Peter P. Trapp
December 12, 2007
A-2
___________________________
NEUBERGER | BERMAN
___________________________
A LEHMAN BROTHERS COMPANY
NEUBERGER BERMAN MANAGEMENT INC.
605 Third Avenue 2nd Floor
New York, New York 10158-0180
www.nb.com
P56721
I0038 03/08
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.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS ON APRIL 14, 2008
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 fund(s) listed above at the Annual Meeting of Stockholders to be
held on April 14, 2008, at 10:30 a.m. Eastern Time at the offices of
Neuberger Berman, LLC, 605 Third Avenue, 41st Floor, New York, New York
10158-3698, and any adjournments thereof ("Meeting"), with all the power the
undersigned would have if personally present.
Receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement
is acknowledged by your execution of this proxy. WITH RESPECT TO EACH OF THE
NEUBERGER BERMAN CLOSED-END FUNDS LISTED ABOVE, THIS PROXY IS BEING
SOLICITED ON BEHALF OF ITS BOARD OF DIRECTORS.
The shares of common stock represented by this proxy will be voted as
instructed. UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO
GRANT AUTHORITY TO VOTE "FOR" THE PROPOSAL SPECIFIED ON THE REVERSE SIDE.
THIS PROXY ALSO GRANTS DISCRETIONARY POWER TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE SIGN AND
DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
Date:___________________, 2008
Signature (owner, trustee, custodian,
etc.) (PLEASE SIGN IN THE BOX)
__________________________________________
__________________________________________
Please sign exactly as name appears
hereon. If shares are held in the name of
two or more persons, any may sign. If
shares are held by a corporation,
partnership, trust, estate or similar
account, the name and capacity of the
individual signing the proxy card should
be indicated unless it is reflected in the
form of registration.
CNB-JH-CMN
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES OF STOCK YOU OWN.
PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. (X)
1. To elect five Class III Directors to serve until the annual meeting of
stockholders in 2011, or until their successors are elected and qualified:
FOR WITHHOLD FOR ALL
ALL FUNDS ALL ALL EXCEPT*
(01) Martha C. Goss (03) Edward I. O'Brien (05) Candace L. Straight ( ) ( ) ( )
(02) Robert A. Kavesh (04) William E. Rulon
*TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S), MARK THE BOX "FOR ALL
EXCEPT" AND WRITE ON THE LINE BELOW THE NUMBER(S) OF THE NOMINEE(S) FOR WHOM
YOU DO NOT WANT TO VOTE.
____________________________________________________________________________
IF YOU PLAN TO ATTEND THE MEETING, PLEASE CALL 1-877-461-1899.
PLEASE SIGN ON THE REVERSE SIDE.
CNB-JH-CMN
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.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS ON APRIL 14, 2008
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 fund(s) listed above at the Annual Meeting of Stockholders to be
held on April 14, 2008, at 10:30 a.m Eastern Time at the offices of
Neuberger Berman, LLC, 605 Third Avenue, 41st Floor, New York, New York
10158-3698, and any adjournments thereof ("Meeting"), with all the power
the undersigned would have if personally present. Receipt of the Notice of
Annual Meeting of Stockholders and Proxy Statement is acknowledged by your
execution of this proxy. WITH RESPECT TO EACH OF THE NEUBERGER BERMAN
CLOSED-END FUNDS LISTED ABOVE, THIS PROXY IS BEING SOLICITED ON BEHALF OF
ITS BOARD OF DIRECTORS.
The shares of preferred stock represented by this proxy will be voted as
instructed. UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO
GRANT AUTHORITY TO VOTE "FOR" THE PROPOSAL SPECIFIED ON THE REVERSE SIDE.
THIS PROXY ALSO GRANTS DISCRETIONARY POWER TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE SIGN AND
DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
Date:___________________, 2008
Signature (owner, trustee, custodian,
etc.) (PLEASE SIGN IN THE BOX)
_____________________________________
_____________________________________
Please sign exactly as name appears
hereon. If shares are held in the
name of two or more persons, any may
sign. If shares are held by a
corporation, partnership, trust,
estate or similar account, the name
and capacity of the individual
signing the proxy card should be
indicated unless it is reflected in
the form of registration.
CNB-JH-APS
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES OF STOCK YOU OWN.
PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. PLEASE
DO NOT USE FINE POINT PENS. (X)
1. To elect six Class III Directors to serve until the annual meeting of
stockholders in 2011, or until their successors are elected and qualified:
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*
ALL FUNDS
(01) Martha C. Goss (03) Edward I. O'Brien (05) Candace L. Straight ( ) ( ) ( )
(02) Robert A. Kavesh (04) William E. Rulon (06) Howard A. Mileaf
*TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S), MARK THE BOX "FOR ALL
EXCEPT" AND WRITE ON THE LINE BELOW THE NUMBER(S) OF THE NOMINEE(S) FOR WHOM
YOU DO NOT WANT TO VOTE.
___________________________________________________________________________
IF YOU PLAN TO ATTEND THE MEETING, PLEASE CALL 1-877-461-1899.
PLEASE SIGN ON THE REVERSE SIDE.
CNB-JH-APS