As
further discussed below, NBSH (on its behalf and on behalf of its successor or
assign) has agreed that, for a minimum of two years subsequent to the
consummation of the Proposed Acquisition, it will use reasonable best efforts to
cause the Advisers to refrain from imposing, or agreeing to impose, any unfair
burden, as defined in Section 15(f) of the Investment Company Act of 1940, as
amended (the 1940 Act), on the Funds, which includes refraining from proposing
any increase in the fees paid by the Funds to the Advisers. All contractual
arrangements in place as of December 17, 2008 whereby NB Management has agreed
to waive fees of certain Funds by a specified annual rate will be continued by
New NB Management upon completion of the Proposed Acquisition. For at least two
years following the Proposed Acquisition, no voluntary arrangements to waive
fees of a Fund will be changed by New NB Management so as to increase the
expenses a Fund would pay without the prior approval of the Board. In addition,
NB Management recently announced that it would voluntarily extend the fee
waivers currently in place for each Fund for an additional one-year
period.
Support
services that were provided to the investment manager and the sub-advisers by
LBHI-related businesses that are not included with the Acquired Businesses are
expected to either be provided to the Advisers by LBHI, NBG or their respective
subsidiaries, contracted to third parties or continued for certain periods under
the terms of a Transition Services Agreement between LBHI and Barclays Capital,
which has purchased certain assets of LBHI.
Benefits of the Proposed
Acquisition
The
Proposed Acquisition will enable the Management Members to own a majority of the
new Neuberger Berman business and continue to function and operate much as
Neuberger Berman does today. Management Members will be able to exercise control
over the investment and operational decisions as well as decisions relating to
the future growth of the Acquired Businesses. Functional and operational
continuity should enable the Acquired Businesses to continue to focus on their
investment advisory and portfolio management responsibilities without the
distractions or constraints of having new owners unfamiliar with the functions
and operations of Neuberger Berman.
Proxy Solicitation and Related
Costs
The Funds will bear costs normally
associated with their annual meetings (
i.e.
, a portion of mailing, printing
and production of the Proxy Statement). NB Management (or its successor) will
bear all other normal and customary fees and expenses in connection with the
Proposed Acquisition (including, but not limited to, Directors fees relating to
the special Board meetings, proxy solicitation costs and legal fees).
Information Concerning the
Investment Manager and Sub-Advisers
NB Management, 605 Third Avenue, New
York, New York 10158, is currently a wholly owned subsidiary of Neuberger Berman
Holdings LLC (NB Holdings). As of the closing of the Proposed Acquisition, NBG
will have a direct or indirect controlling interest in New NB Management, which
will be located at the current address of NB Management. NB Management currently
provides investment advisory services to the Funds. Prior to the closing of the
Proposed Acquisition, New NB Management will assume these responsibilities and
NB Managements SEC investment adviser registration.
NB LLC, 605 Third Avenue, New York,
New York 10158, is currently a wholly owned subsidiary of NB Holdings. As of the
closing of the Proposed Acquisition, NBG will have a direct or indirect
controlling interest in NB LLC (or New NB LLC) through New NB Holdings. NB LLC
is a SEC-registered investment adviser that provides sub-advisory services to
the Funds and to other registered investment companies, as well as to
high-net-worth individuals, unregistered investment companies, corporations, and
institutional investors. If formed, New NB LLC will assume these
responsibilities and NB LLCs SEC investment adviser registration.
LBAM, 200
South Wacker Drive, Suite 2100, Chicago, Illinois 60601 is currently a wholly
owned subsidiary of LBHI. As of the closing of the Proposed Acquisition, NBG
will have an indirect controlling interest in LBAM, through Fixed Income
Holdings. LBAM is an SEC-registered investment adviser that provides
sub-advisory services to Income Opportunity and to other registered investment
companies, as well as to high-net-worth individuals, unregistered investment
companies, corporations, and institutional investors.
NB
Holdings, 605 Third Avenue, 2nd Floor, New York, New York 10158, is currently a
wholly owned subsidiary of LBHI and the parent and 100% owner of NB Management
and NB LLC. At the closing of the Proposed Acquisition, NB Holdings will sell
all or substantially all of its assets, including all of the outstanding equity
interests in NB LLC, to New NB Holdings. For 69 years, NB Holdings and its
subsidiaries and predecessors have provided clients with a broad range of
investment products, services and strategies for individuals, families, and
taxable and non-taxable institutions. From and after the closing of the Proposed
Acquisition, substantially all of these businesses will be carried out by New NB
Holdings and its subsidiaries.
5
As
discussed above, NBSH, 605 Third Avenue, 2nd Floor, New York, New York 10158, is
a newly formed entity organized by key members of Neuberger Bermans senior
management for the purpose of acquiring the Acquired Businesses. At or prior to
the closing of the Proposed Acquisition, NBSH will assign the Purchase Agreement
to NBG. NBG will directly or indirectly own New NB Management, NB LLC (or New NB
LLC) and LBAM. Upon the closing of the Proposed Acquisition, NBGs ownership
will be divided between LBHI, certain affiliates of LBHI and, directly or
indirectly, the Management Members. The Management Members will own a majority
interest in NBG and indirectly control New NB Management, NB LLC (or New NB LLC)
and LBAM. Substantially all of the interests and assets of certain other
affiliated entities of NB Holdings are also being purchased by NBG as part of
the Proposed Acquisition.
LBHI, a
global investment bank, is currently the parent of LBAM and NB Holdings, which
is in turn the parent of NB Management and NB LLC. Founded in 1850, LBHI
historically had, until recently, maintained leadership positions in equity and
fixed-income sales, trading and research, investment banking, private equity,
and private client services. LBHIs address is 745 Seventh Avenue, New York, New
York 10019. Commencing on September 15, 2008, LBHI and certain of its affiliates
filed voluntary petitions for bankruptcy protection under chapter 11 of the US
Bankruptcy Code. NB Holdings, NB Management, NB LLC and LBAM are separate legal
entities and were not included in LBHIs bankruptcy filing. Copies of
documentation relating to the LBHI bankruptcy cases, including the Proposed
Acquisition, are available on the internet at
http://chapter11.epiqsystems.com/lehman or upon request at
866-841-7867.
Exhibit B
to this Proxy Statement provides information regarding the principal executive
officers and directors of NB Management, NB LLC and LBAM. These principal
executive officers and directors are anticipated to have the same positions with
New NB Management, NB LLC (or New NB LLC) and LBAM.
New Management and Sub-Advisory
Agreements
NB Management serves as investment
manager to each Fund. NB LLC serves as sub-adviser to each Fund and LBAM serves
as an additional sub-adviser to Income Opportunity. The Proposed Acquisition has
been deemed to result in an assignment of each Funds existing Management
Agreement and Sub-Advisory Agreement (the Existing Agreements) under the 1940
Act. As required by the 1940 Act, each Funds Existing Agreements provide for
their automatic termination in the event of an assignment, and each will
terminate upon the consummation of the Proposed Acquisition. Accordingly,
stockholders of each Fund are being asked to approve a new Management Agreement
(collectively, the New Management Agreements) and a new Sub-Advisory Agreement
(collectively, the New Sub-Advisory Agreements, and, together with the New
Management Agreements, the New Agreements) with the Advisers that are
identical in all material respects to the Existing Agreements in order to permit
the investment manager or the sub-advisers to provide or continue to perform the
advisory and sub-advisory services on the same terms and with the same
compensation structure as are currently in effect. For each Fund, the Proposal
to approve a New Sub-Advisory Agreement is subject to the approval of the
Proposal to approve the applicable New Management Agreement.
In case the stockholders of a Fund
do not approve the New Agreements before the Proposed Acquisition is completed,
the Board has approved New NB Managements provision of advisory services, and
NB LLCs (or New NB LLCs) and LBAMs provision of sub-advisory services, under
interim management and sub-advisory agreements (together, Interim Agreements)
pending approval of the New Agreements by stockholders of such Fund.
Compensation earned by the Advisers under the Interim Agreements would be held
in an interest-bearing escrow account pending stockholder approval of the New
Agreements. If stockholders approve the New Agreements within 150 days from the
termination of the Existing Agreements, the amount held in the escrow account,
including interest, will be paid to the Advisers, as appropriate. If
stockholders of the applicable Funds do not approve the New Agreements, the
Advisers will be paid the lesser of the costs incurred in performing their
services under the Interim Agreements or the total amount in the escrow account,
including interest earned. If at the end of 150 days following termination of a
Funds Existing Agreements the applicable Funds stockholders still have not
approved the New Agreements, the applicable Directors would take such actions as
they deem to be in the best interests of the Funds and their stockholders, which
may include negotiating a new management agreement and/or applicable new
sub-advisory agreement with an advisory organization selected by the Directors
or making other arrangements.
PROPOSAL 1: (ALL FUNDS) APPROVAL OF
THE NEW MANAGEMENT AGREEMENTS
Stockholders of each Fund are being
asked to approve a New Management Agreement between each Fund and New NB
Management whereby New NB Management will provide all advisory services that NB
Management currently provides pursuant to the Funds existing Management
Agreement. As described above, each Funds existing Management Agreement will
terminate upon consummation of the Proposed Acquisition. Therefore, approval of
the New Management Agreements is sought so that the management of each Fund can
continue without interruption following the Proposed Acquisition. If the
Proposed Acquisition is not completed for any reason, the existing Management
Agreements will continue in effect.
6
Board Approval and
Recommendation
The
Directors who were all present in person at a meeting held on December 17, 2008,
including the Directors who are not interested persons of each Fund or of NB
Management (as defined in the 1940 Act) (Independent Directors), unanimously
approved the New Management Agreement for each applicable Fund and unanimously
recommended that stockholders approve the New Management Agreement. A summary of
the Boards considerations is provided below in the section entitled Evaluation
by the Funds Board.
Terms of the Existing and New
Management Agreements
The form of the New Management
Agreement is attached as Exhibit C to this Proxy Statement and the description
of terms in this section is qualified in its entirety by reference to Exhibit C.
Exhibit C-1 shows the date of each existing Management Agreement, the date when
the existing Management Agreement was last approved by the Board of each Fund,
and the date when the existing Management Agreement was last submitted to a vote
of stockholders of each Fund, including the purpose of such
submission.
The terms of each New Management
Agreement are identical to those of the respective existing Management
Agreement, except for dates of execution and termination and the identity of the
investment manager. The management fee rates under each New Management Agreement
are identical to the management fee rates under the respective existing
Management Agreement. All contractual arrangements in place as of December 17,
2008 whereby NB Management has agreed to waive fees of certain Funds by a
specified annual rate will be continued by New NB Management upon completion of
the Proposed Acquisition. For at least two years following the Proposed
Acquisition, no voluntary arrangements to waive fees of a Fund will be changed
by New NB Management so as to increase the expenses a Fund would pay without the
prior approval of the Board. NB Management has advised the Board that it does
not anticipate that the Proposed Acquisition will result in any reduction in the
quality of advisory services now provided to the Funds by NB Management or have
any adverse effect on the ability of NB Management or New NB Management to
fulfill its obligations to the Funds.
The following discussion applies to
both the existing Management Agreement and the New Management Agreement for each
Fund. Accordingly, all references in this section to the Management Agreements
and NB Management equally apply to the New Management Agreements and New NB
Management, respectively.
Investment Management
Services
. NB Management currently serves as
the investment manager to each Fund pursuant to the Management Agreements with
each Fund. In relation to providing investment advisory and portfolio management
services, the Management Agreements provide that NB Management will (1) obtain
and evaluate information relating to the economy, industries, businesses,
securities markets and securities, (2) formulate a continuing program for the
investment of each Funds assets consistent with its investment objectives,
policies and restrictions, and (3) determine from time to time securities to be
purchased, sold, retained or lent by the Funds and implement those decisions,
including the selection of entities through which such transactions are to be
effected. The Management Agreements permit NB Management to effect securities
transactions on behalf of the Funds through associated persons of NB Management
after consummation of the Proposed Acquisition. The Management Agreements also
specifically permit NB Management to compensate, through higher commissions,
brokers and dealers who provide investment research and analysis to the Funds,
subject to obtaining best execution. Exhibit D to this Proxy Statement sets
forth information regarding commissions paid by the Funds to affiliated brokers
during the most recent fiscal year.
Expenses
. NB Management pays all salaries, expenses, and fees of the
officers, Directors, and employees of the Funds who are officers, directors, or
employees of NB Management. Each Fund bears the expenses of its operation
including the costs associated with: custody, stockholder servicing, stockholder
reports, pricing and portfolio valuation, communications, legal and accounting
fees, Directors fees and expenses, stockholder meetings, bonding and insurance,
brokerage commissions, taxes, trade association fees, nonrecurring and
extraordinary expenses, organizational expenses, offering expenses for common
stock, expenses of listing on a national securities exchange, offering expenses
for any preferred stock, expenses incident to any dividend reinvestment plan and
interest as may accrue on borrowings of the Funds.
Advisory Fee
. Each Fund pays NB Management an advisory fee based on the
Funds average daily managed assets. Managed assets equal the total assets of a
Fund, less liabilities other than the aggregate indebtedness entered into for
purposes of leverage. Exhibits E-1 and E-2 to this Proxy Statement set forth the
rate of compensation and aggregate amount of advisory fees paid by each Fund
during the last fiscal year as well as the amount of administration fees paid to
NB Management pursuant to administration agreements with the Funds. The
Directors of each Fund have voted to approve new administration agreements,
identical in all material respects to the current agreements described below, to
take effect following the completion of the Proposed Acquisition. If the
Proposed Acquisition is not completed for any reason, the current administration
agreements will remain in effect for each Fund.
7
Pursuant
to an administration agreement with each Fund, NB Management provides certain
stockholder-related services not furnished by the Funds stockholder servicing
agent or third party investment providers and assists in the development and
implementation of specified programs and systems to enhance overall stockholder
servicing capabilities. NB Management solicits and gathers stockholder proxies,
performs services connected with the qualification of Fund shares for sale in
various states, and furnishes other services necessary to the operation of the
Funds. Upon consummation of the Proposed Acquisition, [New NB Management or
another NBG subsidiary] will provide the same services as NB Management under a
substantially similar administration agreement.
NB Management has entered into
contractual undertakings to waive a portion of the advisory fees for each Fund.
NB Management has also entered into voluntary arrangements to waive certain fees
of each Fund. All contractual arrangements in place as of December 17, 2008
whereby NB Management has agreed to waive fees of certain Funds by a specified
annual rate will be continued by New NB Management upon completion of the
Proposed Acquisition. For at least two years following the Proposed Acquisition,
no voluntary arrangements to waive fees of a Fund will be changed by New NB
Management so as to increase the expenses a Fund would pay without the prior
approval of the Board. NB Management recently announced that it would
voluntarily extend the fee waivers currently in place for each Fund for an
additional one-year period. Exhibit F to this Proxy Statement sets out the terms
of the current contractual and voluntary arrangements.
Retention of
Sub-Adviser.
As noted in Exhibit C, the
Management Agreements provide that, subject to NB Management obtaining the
initial and periodic approvals required under Section 15 of the 1940 Act, NB
Management may retain a sub-adviser, at NB Managements own cost and expense, to
make investment recommendations and research information available to NB
Management. The Management Agreements further provide that the retention of a
sub-adviser in no way reduces the responsibilities of NB Management under the
Management Agreements and NB Management is responsible to each Fund for all acts
and omissions of the sub-adviser to the same extent that NB Management is
responsible for its own acts and omissions. See Limitation of Liability,
below.
Services to Other
Clients.
The Management Agreements do not
limit the freedom of NB Management or any of its affiliates to render investment
management and administrative services to other investment companies, to act as
investment adviser or investment counselor to other persons, firms or
corporations, or to engage in other business activities. NB Management acts as
investment manager or sub-adviser to other registered investment companies with
similar investment objectives and policies as certain of the Funds. Exhibit G to
this Proxy Statement sets forth the name, asset size and the rate of
compensation received by NB Management for providing advisory or sub-advisory
services to these other funds.
Limitation of
Liability.
Neither NB Management nor any
director, officer or employee of NB Management performing services pursuant to
the Management Agreements shall be liable for any error of judgment or mistake
of law or any loss unless due to willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties under the Management
Agreements.
The Management Agreements provide that the Funds
indemnify NB Management against any and all expenses incurred
investigating or defending any claims for losses or liabilities not resulting from negligence, disregard of its obligations and
duties under the Management Agreements or disabling conduct by NB Management. Indemnification will be made only
after (1) a final decision on the merits by a court or other regulatory body that NB Management was not liable or (2) in
absence of such a decision a reasonable determination based on a review of the facts that NB Management was not
liable by (i) the vote of a majority of a quorum of Independent Directors of the Fund or (ii) an independent legal counsel in
a written opinion.
Term of
Agreement
. Each existing Management
Agreement provides that it will remain in effect until October 31, 2009. Each
New Management Agreement will provide that it will remain in effect for an
initial term of two years. Each Management Agreement will remain in effect from
year to year thereafter if approved annually by (i) the vote of the holders of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
each Fund, or by the Board, and also by (ii) the vote, cast in person at a
meeting called for such purpose, of a majority of the Independent
Directors.
Amendment or
Assignment.
Any amendment must be in writing
signed by the parties to the Management Agreement and is not effective unless
authorized for each Fund (i) by resolution of the Board, including the vote or
written consent of a majority of the Independent Directors, and (ii) by a vote
of a majority of the outstanding voting securities (as defined in the 1940 Act)
of the Fund. The Management Agreements provide that they will terminate
automatically and immediately in the event of an assignment (as defined in the
1940 Act).
Termination.
The Management Agreements may be terminated, without penalty,
at any time by either party to the Agreement upon sixty days prior written
notice to the other party; provided that in the case of termination by a Fund,
the termination has been authorized (i) by resolution of the Board, including
the vote or written consent of a majority of the Independent Directors, or (ii)
by a vote of a majority of the outstanding voting securities (as defined in the
1940 Act) of the Fund.
8
Differences between the Existing and
New Management Agreements
The only
terms of the New Management Agreements that will be different from the terms of
the existing Management Agreements are the dates of execution and termination,
as well as the entity providing the services.
THE BOARD UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS OF
EACH FUND VOTE FOR PROPOSAL 1.
PROPOSAL 2:
|
|
(ALL FUNDS) APPROVAL OF A NEW
SUB-ADVISORY AGREEMENT BETWEEN NEW NB MANAGEMENT AND NB LLC (OR NEW NB
LLC)
|
Stockholders of each Fund are being
asked to approve a New Sub-Advisory Agreement with respect to their Fund between
New NB Management and NB LLC (or New NB LLC). As described above, each existing
Sub-Advisory Agreement will automatically terminate upon consummation of the
Proposed Acquisition. Therefore, approval of the New Sub-Advisory Agreements is
sought so that the management of each Fund can continue without interruption
following the Proposed Acquisition. If the Proposed Acquisition is not completed
for any reason, the existing Sub-Advisory Agreements will continue in effect. A
discussion of the Boards approval and recommendations and the terms of the
existing and new sub-advisory agreements in connection with Proposal 2 is set
out below.
PROPOSAL 3:
|
|
(INCOME OPPORTUNITY ONLY) - APPROVAL
OF A NEW SUB-ADVISORY AGREEMENT BETWEEN NEW NB MANAGEMENT AND
LBAM
|
Stockholders of Income Opportunity
are being asked to approve a New Sub-Advisory Agreement with respect to their
Fund between New NB Management and LBAM. As described above, each existing
Sub-Advisory Agreement will automatically terminate upon consummation of the
Proposed Acquisition. Therefore, approval of the New Sub-Advisory Agreements is
sought so that the management of the Fund can continue without interruption
following the Proposed Acquisition. If the Proposed Acquisition is not completed
for any reason, the existing Sub-Advisory Agreements will continue in effect.
LBAM currently provides services to Income Opportunity pursuant to a
Sub-Advisory Agreement dated November 3, 2003 and an Assignment and Assumption
Agreement, dated April 1, 2008. Stockholders of the Fund are solely being asked
to approve a New Sub-Advisory Agreement and not a new Assignment and Assumption
Agreement. A discussion of the Boards approval and recommendations and the
terms of the existing and new sub-advisory agreements in connection with
Proposal 3 is set out below.
Board Approvals and Recommendations
in Connection with Proposals 2 and 3
The Directors who were all present
in person at a meeting held on December 17, 2008, including the Independent
Directors, unanimously approved the New Sub-Advisory Agreement for each
applicable Fund and unanimously recommended that stockholders approve the New
Sub-Advisory Agreement for each Fund. A summary of the Boards considerations is
provided below in the section entitled Evaluation by the Funds
Board.
Terms of the Existing and New
Sub-Advisory Agreements in Connection with Proposals 2 and 3
The forms of the New Sub-Advisory
Agreements (including the names of the Funds to which they apply) are attached
as Exhibit H to this Proxy Statement and the description of terms in this
section is qualified in its entirety by reference to Exhibit H. Exhibit H-1
shows the date of each existing Sub-Advisory Agreement, the date when the
existing Sub-Advisory Agreement was last approved by the Board with respect to
each Fund, and the date when the existing Sub-Advisory Agreement was last
submitted to a vote of stockholders of each Fund, including the purpose of such
submission.
The terms of each New Sub-Advisory
Agreement are identical to those of the respective existing Sub-Advisory
Agreement, except for the dates of execution and termination. The Funds do not
pay any fees under either Sub-Advisory Agreement. All payments to NB LLC or
LBAM, as applicable, pursuant to a Sub-Advisory Agreement with respect to any
Fund are made by NB Management. However, the bases for fees to be paid by NB
Management under each New Sub-Advisory Agreement are identical to the bases for
fees under the respective existing Sub-Advisory Agreement. NB Management, NB LLC
and LBAM have advised the applicable Board that they do not anticipate that the
Proposed Acquisition will result in any reduction in the quality of sub-advisory
services now provided to the Funds or have any adverse effect on the ability of
NB LLC (or New NB LLC) and LBAM to fulfill its obligations under the New
Sub-Advisory Agreements.
9
The
following discussion applies to both the existing Sub-Advisory Agreement and the
New Sub-Advisory Agreement for each Fund. Accordingly, all references in this
section to the Sub-Advisory Agreement equally apply to the New Sub-Advisory
Agreement.
Sub-Advisory Services.
NB Management, with respect to each Fund,
retains NB LLC and, for Income Opportunity, also retains LBAM. Each of NB LLC
and LBAM provides similar services to NB Management for California Intermediate,
Dividend Advantage, Income Opportunity, Intermediate Municipal and New York
Intermediate. These Sub-Advisory Agreements provide that NB LLC or LBAM, as
applicable, will furnish to NB Management, upon reasonable request, the same
type of investment recommendations and research that NB LLC or LBAM, from time
to time, provides to its employees for use in managing client accounts. In this
manner, NB Management expects to have available to it, in addition to research
from other professional sources, the capability of the research staff of NB LLC
and LBAM. This staff consists of numerous investment analysts, each of whom
specializes in studying one or more industries, under the supervision of the
Chief Investment Officer of each sub-adviser, who is also available for
consultation with NB Management.
Sub-Advisory Fee.
The Sub-Advisory Agreements provide that NB
Management will pay for the services rendered based on the direct and indirect
costs to NB LLC or LBAM, as the case may be, in connection with those services.
Exhibit I to this Proxy Statement sets forth the aggregate amount of
sub-advisory fees paid by NB Management with respect to each applicable Fund
during its last fiscal year. NB LLC and LBAM also serve as sub-advisers for
other registered investment companies advised by NB Management. Exhibit J to
this Proxy Statement sets forth the name, asset size and the rate of
compensation received by NB LLC and LBAM for providing sub-advisory services to
these other funds.
Limitation of Liability.
Neither NB LLC nor LBAM is liable for any
act or omission or any loss suffered by any Fund or any Funds stockholders
under the Sub-Advisory Agreements unless due to willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties under the Sub-Advisory
Agreements.
Term of Agreement.
Each existing Sub-Advisory Agreement
provides that it will remain in effect until October 31, 2009. Each New
Sub-Advisory Agreement will provide that it will remain in effect for an initial
term of two years. Each Sub-Advisory Agreement will remain in effect from year
to year thereafter if approved annually by (i) the vote of the holders of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
each Fund, or by the Board, and also by (ii) the vote, cast in person at a
meeting called for such purpose, of a majority of the Independent
Directors.
Termination.
The Sub-Advisory Agreements may be terminated, without
penalty, at any time by the Funds, NB Management, NB LLC or LBAM, as applicable,
upon sixty days prior written notice to the other parties; provided that in the
case of termination by any Fund, the termination has been authorized (i) by
resolution of the Board, including the vote or written consent of a majority of
the Independent Directors, or (ii) by a vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Fund. Furthermore, the
Sub-Advisory Agreements also terminate automatically with respect to each Fund
in the event of an assignment (as defined in the 1940 Act) or if the Management
Agreement terminates with respect to that Fund.
Differences between the Existing and
New Sub-Advisory Agreements
The only terms of each New
Sub-Advisory Agreement that will be different from the terms of the
corresponding existing Sub-Advisory Agreement are the dates of execution and
termination.
EACH BOARD UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS OF
EACH APPLICABLE FUND VOTE FOR PROPOSAL 2 AND PROPOSAL
3.
EVALUATION BY THE FUNDS
BOARD
Board Meetings and Considerations of
the New Agreements
The Directors of each Fund discussed
the Proposed Acquisition on December 17, 2008. Prior to the submission of the
NBSH bid to public auction, NB Management met telephonically with the
Independent Directors to brief them on the Proposed Acquisition. Following the
public auction wherein NBSH was determined to be the successful bidder, the
Independent Directors again met telephonically with NB Management to obtain
additional information about the Proposed Acquisition. The Independent
Directors, with the assistance of independent counsel, prepared due diligence
requests that were presented to NB Management and appointed a Task Force of
Independent Directors to lead the due diligence effort (the Task
Force).
10
NB
Management provided written responses to the due diligence requests. After
extensive review and analysis and discussions during a telephonic and in person
meeting of the Independent Directors, the Task Force submitted clarifying
questions. The Independent Directors met as a body in person to receive the
report of the Task Force and consider the New Agreements. Throughout the
process, the Task Force and the Independent Directors were advised by
experienced 1940 Act counsel that is independent of NB Management and NBSH. In
addition, the Independent Directors received a memorandum from independent
counsel discussing the legal standards for their consideration of the New
Agreements.
Consideration of the New Agreements followed shortly on the heels of the
Independent Directors annual consideration of whether to renew the Existing
Agreements, carried out pursuant to Section 15(c) of the 1940 Act. In that
process, which began prior to the June 2008 quarterly meeting of the Board and
was concluded at the September 2008 quarterly meeting, the Independent
Directors, following an extensive review of materials submitted by NB Management
and a report from an independent data service, unanimously determined that the
Existing Agreements were fair and reasonable and that their renewal would be in
the best interests of each Fund and its stockholders. Accordingly, in
considering the New Agreements, the Independent Directors took into account the
fact that the terms of the New Agreements would be identical to those of the
Existing Agreements in every respect except the term and termination date and
potentially the name of the investment manager. The Board considerations in
connection with the New Agreements and the Existing Agreements also entered into
the decision by the Board to approve the Interim Agreements, which would take
effect if the stockholders of a Fund do not approve the New Agreements before
the Proposed Acquisition is completed. The Independent Directors consideration
of the Existing Agreements is described below.
In
evaluating the proposed New Agreements, the Independent Directors considered
that they have generally been satisfied with the nature and quality of the
services provided to the Funds by NB Management, NB LLC and LBAM, including
investment advisory, administrative and support services, and that the Funds
would be best served by an arrangement that appeared likely to maintain the
continuity and stability of the providers of these services. Accordingly, the
Independent Directors considered very carefully the intentions of NBSH
(including its successor or assign) regarding capitalization, management
structure, staffing, compensation and staff retention and whether these seemed
designed to provide the desired continuity and stability. They inquired
specifically about staffing and resources in the areas of portfolio management,
investment research, trading, fund accounting, legal and compliance, internal
audit, and senior executive staff. Although at the time the Board considered the
New Agreements no final decisions had been reached as to the distribution of
equity interests in NBSH (or its successor or assign), the Directors were
advised that senior members of management, including the Director who is
employed by the Advisers, would receive equity interests in NBSH. Because of
these interests, as well as any future employment arrangements with the
Advisers, these persons, individually or in the aggregate, could have a material
interest in the Proposed Acquisition and in stockholder approval of the New
Agreements. In considering the New Agreements, the Directors were aware of these
interests.
The
Independent Directors inquired whether NBSH (or its successor or assign) had
specific plans for the future structure of the Funds, whether they plan to
propose to eliminate any Funds, and whether they intend to continue or alter
certain expansion plans that are already underway. They also inquired whether
there are plans to change the fees or expense structure of any of the
Funds.
The
Independent Directors inquired about the long-term plans for the Advisers,
including any expectations for cost savings or expense reductions. They also
inquired about the capital structure and working capital likely to be available
to NBSH (or its successor or assign).
The
Independent Directors considered the following factors, in addition to the
factors discussed above, among others, in connection with their consideration of
the New Agreements: (1) the nature, extent, and quality of the services provided
by NB Management, NB LLC and LBAM; (2) the performance of each Fund compared to
a relevant market index and a peer group of investment companies; (3) the costs
of the services provided and profits or losses realized by NB Management and its
affiliates from their relationship with the Funds; (4) the extent to which
economies of scale might be realized as each Fund grows; and (5) whether fee
levels reflect any such potential economies of scale for the benefit of
investors in each Fund. In their deliberations, the Independent Directors did
not identify any particular information that was all-important or controlling,
and each Director may have attributed different weights to the various
factors.
In
unanimously approving and recommending the New Agreements, the Independent
Directors concluded that the terms of each New Agreement are fair and reasonable
and that approval of the New Agreements is in the best interests of each Fund
and its stockholders. In reaching this determination, the Independent Directors
considered the following factors, among others:
(1) that the terms of the New
Agreements are identical in all material respects to those of the Existing
Agreements;
(2) that the Advisers will maintain
operational autonomy and continuity of management following the Proposed
Acquisition;
11
(3) the favorable history,
reputation, qualification, and background of NB Management, NB LLC and LBAM, as
well as the qualifications of their personnel and each entitys respective
financial condition;
(4) the commitment of NBSH (or its
successor or assign) to retain key personnel currently employed by NB
Management, NB LLC and LBAM who currently provide services to the
Funds;
(5) the commitment of NBSH (or its
successor or assign) to maintaining the current level and quality of Fund
services;
(6) the proposed division of equity
in NBSH (or its successor or assign) among Management Members and other
personnel upon consummation of the Proposed Acquisition;
(7) the fees and expense ratios of
the Funds relative to comparable funds;
(8) that the fees are identical to
those paid under the Existing Agreements;
(9) that the fees and expense ratios
of the Funds appear to the Board to be reasonable given the quality of services
expected to be provided;
(10) the commitment of NB Management
(or its successor) to: (a) maintaining the Funds current contractual fee waiver
agreements to ensure that Fund stockholders of Funds that have such arrangements
in place do not face an increase in expenses upon consummation of the Proposed
Acquisition; and (b) not change any voluntary waiver so as to increase the
expenses a Fund would pay without the prior approval of the Board;
(11) the performance of the Funds
relative to comparable funds and unmanaged indices;
(12) the commitment of NB Management
(or its successor) to pay the expenses of the Funds in connection with the
Proposed Acquisition, including all expenses in connection with the solicitation
of proxies with respect to the Proposed Acquisition, so that stockholders of the
Funds would not have to bear such expenses;
(13) the actual and potential
effects on the Advisers of the bankruptcy of LBHI, and the effects of the LBHI
bankruptcy on the information considered by the Independent Directors in their
prior analyses of the principal service contracts;
(14) the provisions made to continue
providing to the Advisers certain services that were previously provided to them
by or through LBHI or its other affiliates;
(15) the possible benefits that may
be realized by the Funds and by the Advisers as a result of the Proposed
Acquisition; and
(16) that the Proposed Acquisition
is expected to maintain continuity of management of the Funds and may reduce the
potential for future vulnerability to changes in control of the Advisers that
could be adverse to the Funds interests and that could affect the retention of
key employees providing services to the Funds.
Board Consideration of the Existing
Agreements
As noted above, the Board had
recently considered the continuance of the Existing Agreements for each Fund and
the factors considered by the Board are discussed below. The Directors,
including the Independent Directors, unanimously approved the continuance of
those Existing Agreements for each Fund at a meeting held on September 25,
2008.
In evaluating the Existing
Agreements, the Directors, including the Independent Directors, reviewed
materials furnished by NB Management, NB LLC and LBAM in response to questions
submitted by counsel to the Independent Directors, and met with senior
representatives of NB Management, NB LLC and LBAM regarding their personnel and
operations. The Independent Directors were advised by counsel that is
experienced in 1940 Act matters and that is independent of NB Management, NB LLC
and LBAM. The Independent Directors received a memorandum from independent
counsel discussing the legal standards for their consideration of the proposed
continuance of the Existing Agreements. They met with such counsel separately
from representatives of NB Management to discuss the annual contract review. The
annual contract review extends over two regular meetings of the Board to ensure
that NB Management, NB LLC and LBAM have time to respond to any questions the
Independent Directors may have on their initial review of the report and that
the Independent Directors have time to consider those responses. In addition,
during this process, the Board held a separate meeting devoted primarily to
reviewing and discussing Fund performance.
12
The Board considered the following
factors, among others, in connection with its approval of the continuance of the
Existing Agreements: (1) the nature, extent, and quality of the services
provided by NB Management, NB LLC and LBAM; (2) the performance of each Fund
compared to relevant market indices and a peer group of investment companies;
(3) the costs of the services provided and profits or losses realized by NB
Management and its affiliates from their relationship with the Funds; (4) the
extent to which economies of scale might be realized as each Fund grows; and (5)
whether fee levels reflect any such potential economies of scale for the benefit
of investors in each Fund. In their deliberations, the Board members did not
identify any particular information that was all-important or controlling, and
each Director may have attributed different weights to the various
factors.
The Board considered the continued
integrity of NB Management, NB LLC and LBAM as organizations, despite the
bankruptcy filing by LBHI. The Board discussed the efforts made by NB
Management, NB LLC and LBAM to retain employees, and the reported likelihood
that such employees would be retained. The Board discussed the provisions that
were being made for ancillary services by NB Management, NB LLC, LBAM and their
affiliates.
The Board
evaluated the terms of the Existing Agreements, the overall fairness of the
Existing Agreements to each Fund and whether the Existing Agreements were in the
best interests of each Fund and its stockholders.
With
respect to the nature, extent and quality of the services provided, the Board
considered the performance of each Fund and the experience and staffing of the
portfolio management and investment research personnel of NB Management and each
existing Adviser who perform services for the Funds. The Board noted that NB
Management also provides certain administrative services, including fund
accounting and compliance oversight. The Board also considered NB Managements,
NB LLCs and LBAMs policies and practices regarding brokerage and the quality
of brokerage execution obtained by NB Management. The Boards Portfolio
Transactions and Pricing Committee from time to time reviewed the quality of the
brokerage services that NB LLC and Lehman Brothers Inc. had provided, and
periodically reviews studies by an independent firm engaged to review and
evaluate the quality of brokerage execution received by each Fund. The Board
also reviewed whether NB Management, NB LLC and LBAM used brokers to execute
Fund transactions that provide research and other services to NB Management, NB
LLC and LBAM, and the types of benefits potentially derived from such services
by NB Management, NB LLC and LBAM, the Funds and other clients of NB Management,
NB LLC and LBAM. In addition, the Board noted the positive compliance history of
NB Management, NB LLC and LBAM, as each firm has been free of significant
compliance problems.
The Board
considered the performance of each Fund on both a market return and net asset
value basis relative to its benchmark and a peer group of investment companies
pursuing broadly similar strategies. The Board also considered performance in
relation to the degree of risk undertaken by the portfolio manager(s). The Board
discussed with NB Management each Funds performance and the steps that NB
Management had taken, or intended to take, to improve each Funds performance.
The Board also considered NB Managements resources and responsiveness with
respect to the Funds.
With respect to the overall fairness
of the Existing Agreements, the Board considered the fee structure for each Fund
under the Existing Agreements as compared to a peer group of comparable funds
and any fall-out benefits likely to accrue to NB Management, NB LLC and LBAM or
their affiliates from their relationship with each Fund. The Board also
considered the profitability of NB Management and its affiliates from their
association with the Funds.
The Board
reviewed a comparison of each Funds management fee and overall expense ratio to
a peer group of broadly comparable funds. With regard to the sub-advisory fee
paid to NB LLC and LBAM, the Board noted that this fee is at cost. In
addition, the Board considered the contractual waiver of a portion of the
management fee undertaken by NB Management.
The Board
considered whether there were other funds that were advised or sub-advised by NB
Management or its affiliates or separate accounts managed by NB Management or
its affiliates with similar investment objectives, policies and strategies as
certain of the Funds. The Board noted that there were no such comparable such funds
and/or separate accounts.
The Board
also evaluated any apparent or anticipated economies of scale in relation to the
services NB Management provides to each Fund. The Board considered that the
Funds are closed-end funds that are not continuously offering shares and that,
without daily inflows and outflows of capital, there are limited opportunities
for significant economies of scale to be realized by NB Management in managing
each Funds assets.
13
In
concluding that the benefits accruing to NB Management and its affiliates by
virtue of their relationship to each Fund were reasonable in comparison with the
costs of providing the investment advisory services and the benefits accruing to
each Fund, the Board reviewed specific data as to NB Managements profit or loss
on each Fund for a recent period and the trend in profit or loss over recent
years. The Board also carefully examined NB Managements cost allocation
methodology and in recent years had an independent consultant review the
methodology. It also reviewed an analysis from an independent data service on
profitability margins in the investment management industry. The Board
recognized that NB Management should be entitled to earn a reasonable level of
profits for services it provides to the Funds and, based on its review,
concluded that NB Managements level of profitability was not
excessive.
In
approving the Existing Agreements, the Board concluded that the terms of each
Existing Agreement are fair and reasonable and that approval of the Existing
Agreements is in the best interests of each Fund and its stockholders. In
reaching this determination, the Board considered that NB Management, NB LLC and
LBAM, as applicable, could be expected to provide a high level of service to
each Fund; that the performance of each Fund was satisfactory over time or, in
the case of underperforming Funds, that it retained confidence in NB
Managements, NB LLCs and LBAMs capabilities to manage the Funds; that each
Funds fee structure appeared to the Board to be reasonable given the nature and
quality of services provided; and that the benefits accruing to NB Management
and its affiliates by virtue of their relationship to the Funds were reasonable
in comparison with the benefits accruing to each Fund.
Section 15(f) of the 1940
Act
Section 15(f) of the 1940 Act
permits an investment adviser of a registered investment company (or any
affiliated persons of the investment adviser) to receive any amount or benefit
in connection with a sale of securities or other interest in the investment
adviser, provided that two conditions are satisfied.
First, an unfair burden may not be
imposed on the investment company as a result of the sale, or any express or
implied terms, conditions or understandings applicable to the sale. The term
unfair burden, as defined in the 1940 Act, includes any arrangement during the
two-year period after the sale whereby the investment adviser (or predecessor or
successor adviser), or any interested person of the adviser (as defined in the
1940 Act), receives or is entitled to receive any compensation, directly or
indirectly, from the investment company or its security holders (other than fees
for bona fide investment advisory or other services), or from any person in
connection with the purchase or sale of securities or other property to, from or
on behalf of the investment company (other than ordinary fees for bona fide
principal underwriting services).
Second, during the three-year period
after the sale, at least 75% of the members of the investment companys board of
directors cannot be interested persons (as defined in the 1940 Act) of the
investment adviser or its predecessor.
The Directors have not been advised
by LBHI or NBSH of any circumstances arising from the Proposed Acquisition that
might result in the imposition of an unfair burden on any Fund as defined in
Section 15(f) of the 1940 Act. Moreover, NBSH (on its behalf and on behalf of
its successor or assign) has agreed that for two years after the consummation of
the Proposed Acquisition, it will use its reasonable best efforts to refrain
from imposing, or agreeing to impose, any unfair burden on any Fund, which
includes refraining from proposing any increase in fees paid by a Fund to the
Advisers. All contractual arrangements in place as of December 17, 2008 whereby
NB Management has agreed to waive fees of certain Funds by a specified annual
rate will be continued by New NB Management upon completion of the Proposed
Acquisition. For at least two years following the Proposed Acquisition, no
voluntary arrangements to waive fees of a Fund will be changed by New NB
Management so as to increase the expenses a Fund would pay without the prior
approval of the Board. At the present time, over 80% of the Directors are
classified as Independent Directors and expect to remain so classified following
the sale of the Acquired Businesses. NBSH (on its behalf and on behalf of its
successor or assign) has agreed to continue to comply with the Boards current
policy that requires that at least 75% of the Directors are classified as
Independent Directors and would not seek to change it during the three-year
period after the completion of the Proposed Acquisition.
Based on their evaluation of the
materials presented, the Directors who attended the December 17, 2008 Board
meeting, including all the Independent Directors, unanimously concluded that the
terms of the New Agreements are reasonable, fair and in the best interests of
the Funds and their stockholders. The Directors believe that the New Agreements
will enable each Fund to continue to enjoy the high quality investment
management services it has received in the past, at fee rates identical to the
present rates, which the Independent Directors deem appropriate, reasonable and
in the best interests of the Fund and its stockholders. The Directors
unanimously voted to approve and to recommend to the stockholders of each Fund
that they approve the New Agreements.
14
PROPOSAL 4: (ALL FUNDS) ELECTION OF
DIRECTORS
The Board of each Fund is divided into three classes
(Class I, Class II and Class III). The terms of office of Class I, Class II and
Class III Directors will expire at the annual meeting of stockholders held in
2009, 2010 and 2011, 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 Funds Directors helps to
promote the continuity and stability of each Funds management and policies
because the majority of the Directors at any given time will have prior
experience as Directors of the Fund.
Holders of each Funds preferred stock 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 Funds Board). These Directors are Class II and Class III Directors up for
election in 2010 and 2011. These Directors are not nominees to be considered at
the Meeting.
The term of each current Class I Director expires at the Meeting, but
each expressed his or her willingness to serve another term as Director of the
Funds if nominated by the respective Boards. In addition to these incumbents,
Western Investment LLC (Western) notified the Board of its intention to
nominate five candidates (the Western Candidates) to serve as Class I
Directors of each Fund at the Meeting.
The Governance and Nominating Committee of each Fund reviewed the
qualifications, experience and background of each Class I incumbent Director and
considered available information about the Western Candidates. Based upon this
review and consideration, each Committee determined that nominating the
incumbent Class I Directors would be in the best interests of its Funds
stockholders. Each Funds Board believes that the incumbents are well suited for
service on the Board due to their familiarity with the Fund as a result of their
prior service as Directors, their knowledge of the financial services sector,
and their substantial experience in serving as directors or trustees, officers
or advisers of public companies and business organizations, including other
investment companies.
At a meeting in February 2009, the Board received the recommendations of
the Governance and Nominating Committees. After discussion and consideration of,
among other things, the backgrounds of the incumbents, each Funds Board voted
to nominate Faith Colish, Michael M. Knetter, Cornelius T. Ryan, Peter P. Trapp
and Robert Conti for election as Class I Directors with a term expiring in 2012.
William E. Rulon has decided to retire as a Fund Director as of March 2009. Each
Fund has a policy that at least three quarters of all Directors be Independent
Fund Directors. Independent Fund Directors are those who are not associated with
the Funds investment manager or sub-adviser or their affiliates, or with any
broker-dealer used by the Funds, the investment manager 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 Funds 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 are 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.
15
INFORMATION REGARDING NOMINEES FOR
ELECTION
Name, (Year of
Birth), and
Address
(1)
|
Position with each
Fund and
Length
of
Time
Served
(2
)
|
Principal
Occupation(s)
(3)
|
Number of
Funds in
Fund
Complex
Overseen
by
Fund
Director
|
Other Directorships Held
Outside Fund Complex by
Fund
Director
|
CLASS
I
|
Independent
Fund Directors
|
Faith Colish
(1935)
|
Director Since
inception
(4)
|
Counsel, Carter
Ledyard & Milburn LLP (law firm) since October 2002; formerly,
Attorney-at-Law and President, Faith Colish, A Professional Corporation,
1980 to 2002.
|
53
|
Formerly,
Director (1997 to 2003) and Advisory Director (2003 to 2006), ABA
Retirement Funds (formerly, American Bar Retirement Association)
(not-for-profit membership corporation).
|
Michael M.
Knetter (1960)
|
Director Since
February 2007
|
Dean, School of
Business, University of Wisconsin - Madison; formerly, Professor of
International Economics and Associate Dean, Amos Tuck School of Business -
Dartmouth College, 1998 to 2002.
|
53
|
Trustee, Northwestern Mutual Series Fund, Inc.,
since February 2007; Director, Wausau Paper, since 2005; Director, Great
Wolf Resorts, since 2004.
|
Cornelius T.
Ryan (1931)
|
Director Since
inception
(4)
|
Founding General Partner, Oxford Partners and
Oxford Bioscience Partners (venture capital investing) and President,
Oxford Venture Corporation, since 1981.
|
53
|
None.
|
Peter P. Trapp
(1944)
|
Director Since
inception
(4)
|
Retired; formerly, Regional Manager for
Mid-Southern Region, Ford Motor Credit Company, September 1997 to 2007;
formerly, President, Ford Life Insurance Company, April 1995 to August
1997.
|
53
|
None.
|
Fund Director
who is an Interested Person
|
Robert Conti*
(1956)
|
Director Since
December 2008; Chief Executive Officer, President and Director since 2008;
prior thereto, Executive Vice President in 2008 and Vice President 2006 to
2008
|
Managing
Director, Neuberger, since 2007; formerly, Senior Vice President,
Neuberger, 2003 to 2006; formerly, Vice President, Neuberger, 1999 to
2003; President and Chief Executive Officer, Management, since 2008;
formerly, Senior Vice President, Management, 2000 to 2008.
|
53
|
Chairman of the
Board, Staten Island Mental Health Society since
2008.
|
16
INFORMATION REGARDING DIRECTORS
WHOSE CURRENT TERMS CONTINUE
Name, (Year of
Birth), and
Address
(1)
|
Position with each
Fund and Length
of
Time
Served
(2)
|
Principal
Occupation(s)
(3)
|
Number of
Funds
in
Fund
Complex
Overseen
by
Fund
Director
|
Other Directorships Held
Outside Fund Complex by
Fund
Director
|
CLASS
II
|
Independent
Fund Directors
|
John Cannon
(1930)
|
Director since
inception
(4)
|
Consultant;
formerly, Chairman, CDC Investment Advisers (registered investment
adviser), 1993 to January 1999; formerly, President and Chief Executive
Officer, AMA Investment Advisors, an affiliate of the American Medical
Association.
|
53
|
Independent
Trustee or Director of three series of Oppenheimer Funds: Oppenheimer
Limited Term New York Municipal Fund, Rochester Fund Municipals, and
Oppenheimer Convertible Securities Fund since 1992.
|
C. Anne Harvey
(1937)
|
Director
since
inception
(4)
|
President, C.A.
Harvey Associates, since October 2001; formerly, Director, AARP, 1978 to
December 2001.
|
53
|
Formerly,
President, Board of Associates to The National Rehabilitation Hospitals
Board of Directors, 2001 to 2002; formerly, Member, Individual Investors
Advisory Committee to the New York Stock Exchange Board of Directors, 1998
to June 2002.
|
George W.
Morriss (1947)
|
Director since
February 2007
|
Retired;
formerly, Executive Vice President and Chief Financial Officer, Peoples
Bank, Connecticut (a financial services company), 1991 to 2001.
|
53
|
Manager, Old
Mutual 2100 fund complex (consisting of six funds) since October 2006 for
four funds and since February 2007 for two funds; formerly, Member NASDAQ
Issuers Affairs Committee, 1995 to 2003.
|
17
Name, (Year of
Birth), and
Address
(1)
|
Position with each
Fund and Length
of
Time
Served
(2)
|
Principal
Occupation(s)
(3)
|
Number of
Funds in
Fund
Complex
Overseen
by
Fund
Director
|
Other Directorships Held
Outside Fund Complex by
Fund
Director
|
Tom D. Seip
(1950)
|
Director since
inception,
(4)
Non-Executive Chair of the Board since 2008, Lead Independent
Director since 2008
|
General Partner,
Seip Investments LP (a private investment partnership); formerly,
President and CEO, Westaff, Inc. (temporary staffing), May 2001 to January
2002; formerly, Senior Executive at the Charles Schwab Corporation, 1983
to 1998, including Chief Executive Officer, Charles Schwab Investment
Management, Inc., and Trustee, Schwab Family of Funds and Schwab
Investments, 1997 to 1998, and Executive Vice President-Retail Brokerage,
Charles Schwab & Co., Inc., 1994 to 1997.
|
53
|
Director,
H&R Block, Inc. (financial services company), since May 2001;
Chairman, Compensation Committee, H&R Block, Inc., since 2006;
formerly, Director, Forward Management, Inc. (asset management company),
1999 to 2006.
|
Fund Director who is an Interested Person
|
Jack L. Rivkin*
(1940)
|
Director
since 2002
(4)
|
Formerly,
Executive Vice President and Chief Investment Officer, Neuberger Berman
Holdings LLC (holding company), 2002 to August 2008 and 2003 to August
2008, respectively; formerly, Managing Director and Chief Investment
Officer, NB LLC, December 2005 to August 2008 and 2003 to August 2008,
respectively; formerly, Executive Vice President, NB LLC, December 2002 to
2005; formerly, Director and Chairman, NB Management, December 2002 to
August 2008; formerly, Executive Vice President, Citigroup Investments,
Inc., September 1995 to February 2002; formerly, Executive Vice President,
Citigroup Inc., September 1995 to February 2002.
|
53
|
Director, Dale
Carnegie and Associates, Inc. (private company), since 1998; Director,
Solbright, Inc. (private company), since
1998.
|
18
Name, (Year of
Birth),
and Address
(1)
|
Position with each
Fund and Length of
Time Served
(2)
|
Principal
Occupation(s)
(3)
|
Number of
Funds in
Fund
Complex
Overseen
by
Fund
Director
|
Other Directorships Held
Outside Fund Complex by
Fund
Director
|
CLASS
III
|
Independent
Fund Directors
|
Martha C. Goss
(1949)
|
Director since
June 2007
|
President,
Woodhill Enterprises Inc./Chase Hollow Associates LLC (personal investment
vehicle), since 2006; Chief Operating and Financial Officer, Hopewell
Holdings LLC/ Amwell Holdings, LLC (a holding company for a healthcare
reinsurance company start-up), since 2003; formerly, Consultant, Resources
Connection (temporary staffing), 2002 to 2006.
|
53
|
Director, Ocwen
Financial Corporation (mortgage servicing), since 2005; Director, American
Water (water utility), since 2003; Director, Channel Reinsurance
(financial guaranty reinsurance), since 2006; Advisory Board Member,
Attensity (software developer), since 2005; Director, Allianz Life of New
York (insurance), since 2005; Director, Financial Womens Association of
New York (not for profit association), since 2003; Trustee Emerita, Brown
University, since 1998.
|
Robert A. Kavesh
(1927)
|
Director since
inception
(4)
|
Retired; Marcus
Nadler Professor Emeritus of Finance and Economics, New York University
Stern School of Business; formerly, Executive Secretary-Treasurer,
American Finance Association, 1961 to 1979.
|
53
|
Formerly, Director, The
Caring Community (not-for-profit), 1997 to 2006; formerly, Director, DEL
Laboratories, Inc. (cosmetics and pharmaceuticals), 1978 to 2004;
formerly, Director, Apple Bank for Savings, 1979 to 1990; formerly,
Director, Western Pacific Industries, Inc., 1972 to 1986 (public
company).
|
19
Name, (Year of
Birth),
and Address
(1)
|
Position with each
Fund and Length of
Time Served
(2)
|
Principal
Occupation(s)
(3)
|
Number of
Funds in
Fund
Complex
Overseen
by
Fund
Director
|
Other Directorships Held
Outside Fund Complex by
Fund
Director
|
Howard A. Mileaf
(1937)
|
Director since
inception
(4)
|
Retired;
formerly, Vice President and General Counsel, WHX Corporation (holding
company), 1993 to 2001.
|
53
|
Formerly,
Director, Webfinancial Corporation (holding company), 2002 to 2008;
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.
OBrien (1928)
|
Director since
inception
(4)
|
Retired;
formerly, Member, Investment Policy Committee, Edward Jones, 1993 to 2001;
President, Securities Industry Association (SIA) (securities industrys
representative in government relations and regulatory matters at the
federal and state levels), 1974 to 1992; Adviser to SIA, November 1992 to
November 1993.
|
53
|
Formerly,
Director, Legg Mason, Inc. (financial services holding company), 1993 to
July 2008; formerly, Director, Boston Financial Group (real estate and tax
shelters), 1993 to 1999.
|
20
Name, (Year of
Birth),
and Address
(1)
|
Position with each
Fund and Length of
Time Served
(2)
|
Principal
Occupation(s)
(3)
|
Number of
Funds in
Fund
Complex
Overseen
by
Fund
Director
|
Other Directorships Held
Outside Fund Complex by
Fund
Director
|
Candace L.
Straight (1947)
|
Director since
inception
(4)
|
Private investor
and consultant specializing in the insurance industry; formerly, Advisory
Director, Securitas Capital LLC (a global private equity investment firm
dedicated to making investments in the insurance sector), 1998 to December
2003.
|
53
|
Director,
Montpelier Re (reinsurance company), since 2006; formerly, Director,
National Atlantic Holdings Corporation (property and casualty insurance
company), 2004 to 2008; formerly, Director, The Proformance Insurance
Company (property and casualty insurance company), 2004 to 2008; formerly,
Director, 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.
|
21
Name, (Year of
Birth),
and Address
(1)
|
Position with each
Fund and Length of
Time Served
(2)
|
Principal
Occupation(s)
(3)
|
Number of
Funds in
Fund
Complex
Overseen
by
Fund
Director
|
Other Directorships Held
Outside Fund Complex by
Fund
Director
|
Fund Director
who is an Interested Person
|
Joseph V. Amato*
(1964)
|
Director since
March 2008
|
Chief Executive
Officer and President, Neuberger Berman Holdings LLC (including its
predecessor, Neuberger Berman Inc.) and NB LLC, since 2007; Global Head of
Asset Management in the Investment Management Division, LBHI, since 2006;
Member of the Investment Management Divisions Executive Management
Committee, LBHI, since 2006; Managing Director, Lehman Brothers Inc.,
since 2006; formerly, Chief Recruiting and Development Office, Lehman
Brothers Inc., 2005 to 2006; formerly, Global Head of Equity Sales and
Member of the Equities Division Executive Committee, Lehman Brothers Inc.,
2003 to 2005.
|
53
|
Member of Board
of Advisors, McDonough School of Business, Georgetown University, since
2001; Member of New York City Board of Advisors, Teach for America, since
2005; Trustee, Montclair Kimberley Academy (private school), since
2007.
|
(1)
|
|
The business
address of each listed person is 605 Third Avenue, New York, New York
10158.
|
|
(2)
|
|
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 20011, respectively, and
at each third annual meeting of stockholders thereafter.
|
|
(3)
|
|
Except as
otherwise indicated, each individual has held the positions shown for at
least the last five years.
|
|
(4)
|
|
The
inception date of Intermediate Municipal, California Intermediate, and New
York Intermediate is 2002. The inception date of Income Opportunity is
2003. The inception date of Dividend Advantage is 2004.
|
|
*
|
|
Indicates a
Fund Director who is an interested person within the meaning of the 1940
Act. Mr. Conti is an interested person of the Funds by virtue of the fact
that he is an officer of each of NB Management and NB LLC. Mr. Rivkin may
be deemed an interested person of the Funds by virtue of the fact that,
until August 2008, he was a director of NB Management and an officer of NB
LLC. Mr. Amato may be deemed an interested person by virtue of the fact
that he is a director and officer of NB Holdings and managing director of
Lehman Brothers Inc.
|
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 Funds officers and each Funds
Directors and portfolio managers, persons owning more than 10% of each Funds
common stock and certain officers and directors of the Funds investment manager
and sub-adviser are required to report their transactions in each Funds 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, 2008, all filing requirements applicable to such
persons were met.
22
Board of Directors and Committee
Meetings
Each
Funds Board met nineteen times during the fiscal year ended October 31, 2008.
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 the fiscal
year ended October 31, 2008.
The Board is responsible for
managing the business and affairs of the Funds. Among other things, the Board
generally oversees the portfolio management of each Fund and reviews and
approves each Funds advisory and sub-advisory contracts and other principal
contracts.
Each
Board has established several standing committees to oversee particular aspects
of the Funds management. The standing committees of the Boards 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 Funds 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
Funds financial statements and the independent audit thereof; (c) in accordance
with exchange requirements and Rule 32a-4 under the 1940 Act, to oversee, or, as
appropriate, assist Board oversight of, the Funds compliance with legal and
regulatory requirements that relate to the Funds accounting and financial
reporting, internal control over financial reporting and independent audits; (d)
to approve prior to appointment the engagement of the Funds independent
registered public accounting firm and, in connection therewith, to review and
evaluate the qualifications, independence and performance of the Funds
independent registered public accounting firm; (e) to act as a liaison between
the Funds 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
Managements 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 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 (Chair), Tom D. Seip and Peter P. Trapp. The Report
of each Audit Committee relating to the audit of Fund financial statements for
the fiscal year ended October 31, 2008 is attached hereto as Exhibit
A
.
During
the fiscal year ended October 31, 2008, the Committee of each Fund met seven
times.
Closed-End Funds Committee
. Each
Funds Closed-End Funds Committee is responsible for consideration and
evaluation of issues specific to such Fund. For each Fund, its members are John
Cannon (Vice Chair), George W. Morriss (Chair), Edward I. OBrien, Jack L.
Rivkin, and Tom D. Seip. All members other than Mr. Rivkin are Independent Fund
Directors. During the fiscal year ended October 31, 2008, the Committee of
California Intermediate, Intermediate Municipal and New York Intermediate met
nine times and the Committee of Dividend Advantage and Income Opportunity met
ten times.
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 Funds principal contractual arrangements. For each Fund, its
members are Faith Colish (Chair), Martha C. Goss, Robert A. Kavesh, Howard
Mileaf and Candace L. Straight. All members are Independent Fund Directors.
During the fiscal year ended October 31, 2008, the Committee of each Fund met
four times.
Ethics
and Compliance Committee
. The Ethics and
Compliance Committee of each Fund generally oversees: (a) each Funds program
for compliance with Rule 38a-1 under the 1940 Act and the Funds implementation
and enforcement of its compliance policies and procedures; (b) compliance with
each Funds 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 Funds Chief Compliance Officer
(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 Committees primary function is
oversight. Each investment manager, 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 Funds 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 (Chair), Faith
Colish, C. Anne Harvey, Michael M. Knetter and Edward I. OBrien. All members
are Independent Fund Directors. The Board 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 each Fund, NB Management, NB LLC and LBAM.
During the fiscal year ended October 31, 2008, the Committee of each Fund met
four times.
23
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 Conti (Vice Chair),
Robert A. Kavesh, Howard A. Mileaf, Tom D. Seip (Chair) and Candace L. Straight.
All members except for Mr. Conti are Independent Fund Directors. During the
fiscal year ended October 31, 2008, the Committee of each Fund met once.
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 that
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 I Directors with respect to each Fund. For each Fund,
its members are C. Anne Harvey (Chair), Robert A. Kavesh, Michael M. Knetter
(Vice Chair), Howard A. Mileaf and Tom D. Seip. All members are Independent Fund
Directors and are not interested parties of the Funds as defined in section
2(a)(19) of the 1940 Act. During the fiscal year ended October 31, 2008, the
Committee of each Fund met once.
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. OBrien, Jack L. Rivkin (Vice
Chair), Cornelius T. Ryan and Peter P. Trapp (Chair). All members except for Mr.
Rivkin are Independent Fund Directors. During the fiscal year ended October 31,
2008, the Committee of each Fund met two times.
Portfolio Transactions and Pricing Committee.
The Portfolio Transactions and Pricing Committee of each Fund (a)
generally 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) generally oversees the program by which the adviser seeks to monitor and
improve the quality of execution for portfolio transactions; and (e) generally
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 adviser or any affiliate of the adviser as principal or agent.
The members of the Committee of each
Fund are Faith Colish, George W. Morriss, Jack L. Rivkin (Vice Chair), Cornelius
T. Ryan and Candace L. Straight (Chair). All members except for Mr. Rivkin are
Independent Fund Directors. During the fiscal year ended October 31, 2008, the
Committee of each Fund met six times except for Income Opportunity which met
seven times.
Information Regarding each 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 Managements
website at www.nb.com.
Stockholder
Communications
. Each Funds Governance and
Nominating Committee will consider nominees recommended by stockholders;
stockholders may send resumes of recommended persons to the attention of Claudia
A. Brandon, Secretary, Neuberger Berman Funds, 605 Third Avenue, 2nd Floor, New
York, NY, 10158-0180.
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 Committee considers, 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 Fund Directors, independence from
each Funds investment manager, its affiliates and other principal service
providers is critical, as is an independent and questioning mindset. The
Committee also considers 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 each Fund operates. Different substantive areas may assume greater or
lesser significance at particular times, in light of a Boards present
composition and the Committees (or a Boards) perceptions about future issues
and needs.
24
Identifying Nominees
. The Governance
and Nominating Committee considers prospective candidates from any reasonable
source. The Committee initially evaluates 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 a Board 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 Committee, based on the
results of these contacts, believed it had identified a viable candidate, it
would air the matter with the full group of Independent Fund Directors for
input.
Any
request by management to meet with the prospective candidate would be given
appropriate consideration. The Funds have not paid a fee to third parties to
assist in finding nominees.
Director Attendance At Annual
Meetings
The Funds do not have a policy on
Director attendance at the annual meeting of stockholders. For each Fund, one
Board member attended the 2008 annual meeting of stockholders.
Ownership of Securities
Set forth
below is the dollar range of equity securities owned by each Director as of
December 31, 2008.
|
|
|
|
Aggregate
Dollar
|
|
|
|
|
Range of
Equity Securities in all
|
|
|
|
|
Registered
Investment
|
|
|
Dollar
Range of Equity
|
|
Companies
Overseen by
|
|
|
Securities
Owned in each
|
|
Director in
Family of
|
Name of Director
|
|
Fund*
|
|
Investment Companies*
|
Independent Fund Directors
|
|
|
|
|
John
Cannon
|
|
None
|
|
Over
$100,000
|
Faith Colish**
|
|
$1-$10,000
|
|
Over $100,000
|
Martha C.
Goss
|
|
None
|
|
$10,001-$50,000
|
C. Anne Harvey
|
|
None
|
|
$50,001-$100,000
|
Robert A.
Kavesh
|
|
None
|
|
Over
$100,000
|
Michael M. Knetter
|
|
None
|
|
$50,001-$100,000
|
Howard A.
Mileaf
|
|
None
|
|
Over
$100,000
|
George W. Morriss
|
|
None
|
|
$50,001-$100,000
|
Edward I.
OBrien
|
|
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
|
25
|
|
|
|
Aggregate
Dollar
|
|
|
|
|
Range of
Equity Securities in all
|
|
|
|
|
Registered
Investment
|
|
|
Dollar
Range of Equity
|
|
Companies
Overseen by
|
|
|
Securities
Owned in each
|
|
Director in
Family of
|
Name of Director
|
|
Fund*
|
|
Investment Companies*
|
Directors who are Interested
Persons
|
|
|
|
|
Robert Conti
|
|
None
|
|
Over $100,000
|
Jack L.
Rivkin
|
|
None
|
|
$10,001-$50,000
|
Joseph V. Amato
|
|
None
|
|
Over $100,000
|
*
|
|
Valuation as of
December 31, 2008.
|
**
|
|
Ms. Colish owns 100
shares of common stock of each Fund other than California Intermediate,
constituting less than 1% of each Funds outstanding shares of common
stock.
|
Independent Fund Directors
Ownership Of Securities
As of January 31, 2009, no
Independent Fund Director (or his/her immediate family members) owned securities
of NB Management, NB LLC or LBAM or securities in an entity controlling,
controlled by or under common control with NB Management, NB LLC or LBAM (not
including registered investment companies).
Officers of each Fund
The
following table sets forth certain information regarding the officers of each
Fund. 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 each
Fund are appointed by the Directors and serve at the pleasure of the
Board.
|
|
Position and Length
of
|
|
|
Name, (Year of Birth), and
Address
(1)
|
|
Time Served
|
|
Principal
Occupation(s)
(2)
|
|
Andrew B.
Allard (1961)
|
|
Anti-Money
Laundering Compliance Officer since inception
(3)
|
|
Senior Vice
President, NB LLC, since 2006; Deputy General Counsel, NB LLC, since 2004;
formerly, Vice President, NB LLC, 2000 to 2005; formerly, Associate
General Counsel, NB LLC, 1999 to 2004; Anti-Money Laundering Compliance
Officer, eleven registered investment companies for which NB Management
acts as investment manager and administrator (six since 2002, two since
2003, two since 2004 and one since 2006).
|
|
|
|
|
|
Michael J. Bradler
(1970)
|
|
Assistant Treasurer since 2005
|
|
Vice
President, NB LLC, since 2006; Employee, NB Management, since 1997;
Assistant Treasurer, eleven registered investment companies for which NB
Management acts as investment manager and administrator (ten since 2005
and one since 2006).
|
26
|
|
Position and Length of
|
|
|
Name, (Year of Birth), and
Address
(1)
|
|
Time Served
|
|
Principal
Occupation(s)
(2)
|
Claudia
A. Brandon (1956)
|
|
Executive Vice President since 2008 and
Secretary since inception
(3)
|
|
Senior Vice President, NB LLC, since 2007
and Employee since 1999; formerly, Vice President, NB LLC, 2002 to 2006;
Senior Vice President, NB Management, since 2008 and Assistant Secretary
since 2004; formerly, Vice President-Mutual Fund Board Relations, NB
Management, 2000 to 2008; Executive Vice President, eleven registered
investment companies for which NB Management acts as investment manager
and administrator (eleven since 2008); Secretary, eleven registered
investment companies for which NB Management acts as investment manager
and administrator (three since 1985, three since 2002, two since 2003, two
since 2004 and one since 2006).
|
|
|
|
|
|
Maxine
L. Gerson (1950)
|
|
Executive Vice President since 2008 and
Chief Legal Officer since 2005 (only for purposes of sections 307 and 406
of the Sarbanes-Oxley Act of 2002)
|
|
Senior Vice President, NB LLC, since 2002;
Deputy General Counsel and Assistant Secretary, NB LLC, since 2001; Senior
Vice President, NB Management, since 2006; Secretary and General Counsel,
NB Management, since 2004; Executive Vice President, eleven registered
investment companies for which NB Management acts as investment manager
and administrator (eleven since 2008); Chief Legal Officer (only for
purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002),
eleven registered investment companies for which NB Management acts as
investment manager and administrator (ten since 2005 and one since
2006).
|
|
|
|
|
|
Sheila
R. James (1965)
|
|
Assistant Secretary since
inception
(3)
|
|
Vice President, NB LLC, since 2008 and
Employee since 1999; formerly, Assistant Vice President, NB LLC, 2007;
Assistant Secretary, eleven registered investment companies for which NB
Management acts as investment manager and administrator (six since 2002,
two since 2003, two since 2004 and one since 2006).
|
|
|
|
|
|
Brian
Kerrane (1969)
|
|
Vice President since 2008
|
|
Senior Vice President, NB LLC, since 2006;
formerly, Vice President, NB LLC, 2002 to 2006; Vice President, NB
Management, since 2008 and Employee since 1991; Vice President, eleven
registered investment companies for which Management acts as investment
manager and administrator (eleven since
2008).
|
27
|
|
Position and Length
of
|
|
|
Name, (Year of Birth), and
Address
(1)
|
|
Time Served
|
|
Principal
Occupation(s)
(2)
|
Kevin Lyons (1955)
|
|
Assistant Secretary since
2003
(4)
|
|
Assistant Vice President, NB LLC,
since 2008 and Employee since 1999; Assistant Secretary, eleven registered
investment companies for which NB Management acts as investment manager
and administrator (eight since 2003, two since 2004 and one since 2006).
|
|
|
|
|
|
Owen F. McEntee, Jr. (1961)
|
|
Vice President since 2008
|
|
Vice President, NB LLC, since
2006; Employee, NB Management, since 1992; Vice President, eleven
registered investment companies for which NB Management acts as investment
manager and administrator (eleven since 2008).
|
|
|
|
|
|
John M. McGovern (1970)
|
|
Treasurer and Principal Financial
and Accounting Officer since 2005; prior thereto, Assistant Treasurer
since inception
(3)
|
|
Senior Vice President, NB LLC,
since 2007; formerly, Vice President, NB LLC, 2004 to 2006; Employee, NB
Management, since 1993; Treasurer and Principal Financial and Accounting
Officer, eleven registered investment companies for which NB Management
acts as investment manager and administrator (ten since 2005 and one since
2006); formerly, Assistant Treasurer, fourteen registered investment
companies for which NB Management acts as investment manager and
administrator, 2002 to 2005.
|
|
|
|
|
|
Andrew Provencher (1965)
|
|
Vice President since 2008
|
|
Managing Director, NB Management,
since 2008; Managing Director, NB LLC, since 2005; formerly, Senior Vice
President, NB LLC, 2003 to 2005; formerly, Vice President, NB LLC, 1999 to
2003; Vice President, eleven registered investment companies for which NB
Management acts as investment manager and administrator (eleven since
2008).
|
|
|
|
|
|
Frank Rosato (1971)
|
|
Assistant Treasurer since 2005
|
|
Vice President, NB LLC, since
2006; Employee, NB Management, since 1995; Assistant Treasurer, eleven
registered investment companies for which NB Management acts as investment
manager and administrator (ten since 2005 and one since 2006).
|
|
|
|
|
|
Neil S. Siegel
(1967)
|
|
Vice President since 2008
|
|
Managing Director, NB Management,
since 2008; Managing Director, NB LLC, since 2006; formerly, Senior Vice
President, NB LLC, 2004 to 2006; Vice President, eleven registered
investment companies for which NB Management acts as investment manager
and administrator (eleven since 2008); formerly, Head of Institutional
Marketing, Morgan Stanley Investment Management, 1993 to 2004.
|
28
|
|
Position and Length
of
|
|
|
Name, (Year of Birth), and
Address
(1)
|
|
Time Served
|
|
Principal
Occupation(s)
(2)
|
Chamaine Williams
(1971)
|
|
Chief Compliance Officer since
2005
|
|
Senior Vice President, NB LLC,
since 2007; Chief Compliance Officer, NB Management, since 2006; Senior
Vice President, Lehman Brothers Inc., since 2007; formerly, Vice
President, Lehman Brothers Inc., 2003 to 2006; Chief Compliance Officer,
eleven registered investment companies for which NB Management acts as
investment manager and administrator (ten since 2005 and one since 2006);
formerly, Chief Compliance Officer, Lehman Brothers Asset Management Inc.,
2003 to 2007; formerly, Chief Compliance Officer, Lehman Brothers
Alternative Investment Management LLC, 2003 to 2007; 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 business address
of each listed person is 605 Third Avenue, New York, New York
10158.
|
|
(2)
|
|
Except as otherwise
indicated, each individual has held the positions shown for at least the
last five years.
|
|
(3)
|
|
The inception date of
Intermediate Municipal, California Intermediate, and New York Intermediate
is 2002. The inception date of Income Opportunity is 2003. The inception
date of Dividend Advantage is 2004.
|
|
(4)
|
|
For Dividend
Advantage, the officer has served since the Funds inception in
2004.
|
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, 2008, the Directors received
the amounts set forth in the following table from each Fund. For the calendar
year ended December 31, 2008, the Directors received the compensation set forth
in the following table for serving as trustee/director of the funds in
the fund family. 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 Berman Fund
|
Name and
Position
|
|
Compensation from each Fund
|
|
Complex
Paid to Directors for
|
with each
Fund
|
|
for Fiscal
Year Ended 10/31/08
|
|
Calendar
Year Ended 12/31/08
|
John Cannon
|
|
$2,436
|
|
$160,000
|
Director
|
|
|
|
|
Faith
Colish
|
|
$2,436
|
|
$160,000
|
Director
|
|
|
|
|
Martha C. Goss
|
|
$2,330
|
|
$150,000
|
Director
|
|
|
|
|
C. Anne
Harvey
|
|
$2,436
|
|
$160,000
|
Director
|
|
|
|
|
Robert A. Kavesh
|
|
$2,313
|
|
$150,000
|
Director
|
|
|
|
|
Michael M.
Knetter
|
|
$2,313
|
|
$150,000
|
Director
|
|
|
|
|
29
|
|
|
|
Total
Compensation from
|
|
|
|
|
Registered
Investment Companies
|
|
|
|
|
in the
Neuberger Berman Fund
|
Name and
Position
|
|
Compensation from each Fund
|
|
Complex
Paid to Directors for
|
with each
Fund
|
|
for Fiscal
Year Ended 10/31/08
|
|
Calendar
Year Ended 12/31/08
|
Howard A. Mileaf
|
|
$2,330
|
|
$150,000
|
Director
|
|
|
|
|
George W.
Morriss
|
|
$2,453
|
|
$160,000
|
Director
|
|
|
|
|
Edward I. OBrien
|
|
$2,313
|
|
$150,000
|
Director
|
|
|
|
|
Cornelius T.
Ryan
|
|
$2,475
|
|
$160,000
|
Director
|
|
|
|
|
Tom D. Seip
|
|
$2,786
|
|
$185,000
|
Director,
|
|
|
|
|
Candace L.
Straight
|
|
$2,436
|
|
$160,000
|
Director
|
|
|
|
|
Peter P. Trapp
|
|
$2,637
|
|
$170,000
|
Director
|
|
|
|
|
Robert
Conti*
|
|
N/A
|
|
0
|
Director,
President and
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Jack L. Rivkin
|
|
$470
|
|
$61,549
|
Director
|
|
|
|
|
Joseph V.
Amato*
|
|
N/A
|
|
0
|
Director
|
|
|
|
|
* Mr.
Conti became a Director in December 2008 and Mr. Amato became a Director in
March 2009.
Effective January 1, 2008, the
compensation of each Independent Fund Director was restructured. For serving as
a trustee/director of the
funds in the fund family, each Independent Fund Director and
each Interested Director who is not an employee of NB Management or its
affiliates receives an annual retainer of $90,000, paid quarterly, and a fee of
$10,000 for each of the six regularly scheduled meetings he or she attends
in-person or by telephone. For any additional special in-person or telephonic
meeting of a Board, the Governance and Nominating Committee Chair determines
whether a fee is warranted. To compensate for the additional time commitment,
the Chair of each Committee receives $10,000 per year except the Chair of the
Executive Committee. No additional compensation is provided for service on a
Board committee. The Non-Executive Chair who is also an Independent Fund
Director receives an additional $35,000 per year.
THE DIRECTORS OF EACH FUND
UNANIMOUSLY RECOMMEND
THAT YOU VOTE FOR EACH NOMINEE.
INFORMATION ON THE FUNDS INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM
Ernst
& Young LLP (Ernst & Young) audited financial statements for the
fiscal year ended October 31, 2008 for each of the Funds. 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
Funds filings with the SEC. In the opinion of the Audit Committee, the services
provided by Ernst & Young are compatible with maintaining the independence
of each Funds independent registered public accounting firm. The Board has
selected Ernst & Young as the independent registered public accounting firm
for each of the Funds for the fiscal year ending October 31, 2009. Ernst &
Young has served as each Funds independent registered public accounting firm
since the Funds inception. Ernst & Young has informed the Fund that it has
no material direct or indirect financial interest in any Fund.
30
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.
Information concerning the fees billed by the independent registered public
accounting firm is included in Exhibit K.
GENERAL INFORMATION
Ownership of Shares
Information regarding the percent
ownership of each person who as of [______ __, 2009], to the knowledge of each
Fund, owned of record and/or beneficially 5% or more of any class of the
outstanding shares of a Fund is included in Exhibit L to this Proxy
Statement.
Since the beginning of each Funds
most recently completed fiscal year, no Director has purchased or sold
securities exceeding 1% of the outstanding securities of any class of LBHI or
its subsidiaries.
As of the date hereof, no final
determination has been made with respect to all of the individuals who will
comprise the ownership group of NBSH; however, it is expected that up to
approximately 200 individuals will have indirect ownership interests in NBG
ranging from approximately 1/3 of 1% to less than 5%. Among those who will
comprise the ownership group is one individual who currently is a Director and
deemed an interested person for 1940 Act purposes, certain officers and other
key employees of each of the Advisers as well as officers of certain of the
Advisers affiliates.
Payment of Solicitation Expenses
The Funds will bear costs normally
associated with their annual meetings (
i.e.
, a portion of mailing, printing
and production of the Proxy Statement). NB Management (or its successor) will
bear all other normal and customary fees and expenses in connection with the
Proposed Acquisition (including, but not limited to, Directors fees relating to
the special Board meetings, proxy solicitation costs and legal fees). NB
Management has engaged The Altman Group, Inc. and Mackenzie Partners, Inc., both
proxy solicitation firms, to assist in the solicitation of proxies. The
aggregate cost of retaining such proxy solicitation firms is expected to be
about $[_________] plus expenses in connection with the solicitation of proxies.
The proxy solicitation firms expect to employ approximately ______ people in
connection with the solicitation of proxies. The aggregate cost in connection
with the solicitation of proxies is expected to be about $________, of which
approximately $_____________ has been spent to date.
Other Matters to Come Before the
Meeting
The Funds are aware that at least
one stockholder of each Fund has submitted a notification of intention to
nominate a slate of Directors. If other business should properly come before the
Meeting, the proxy holders will vote on it in accordance with their best
judgment for those shares they are authorized to vote. However, any proposal
submitted to a vote at the Meeting by anyone other than the officers or
Directors of the Funds may be voted only in person or by written proxy.
Stockholder Proposals
Each Funds bylaws require
stockholders wishing to nominate Directors or make proposals to be voted on at
the Funds 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. To be valid, the notice must include all of the
information specified in the applicable Funds bylaws. Stockholder proposals
meeting tests contained in the SECs proxy rules may, under certain conditions,
be included in a Funds proxy material for a particular annual stockholder
meeting. Proposals submitted for inclusion in a Funds proxy material for the
2010 Annual Meeting must be received by the Secretary on or before November [ ],
2009. The fact that the Funds receive a stockholder proposal in a timely manner
does not ensure its inclusion in its proxy material, since there are other
requirements in the proxy rules relating to such inclusion. Stockholders who
wish to make a proposal that would not be included in a Funds proxy materials
or to nominate a person or persons as a Director at a Funds 2010 annual meeting
must ensure that the proposal or nomination is delivered to the Secretary no
earlier than October [ ], 2009 and no later than November [ ], 2009. However, if
the date of the mailing of the notice for the annual meeting is advanced or
delayed by more than thirty days from the anniversary date of the mailing of
this years notice for the annual meeting or a special meeting of stockholders
is held, notice by the stockholders to be timely must be delivered no earlier
than 120th day prior to the date of such meeting, and no later than the later to
occur of (i) the 90th day prior to the date of such meeting or (ii) the 10th day
following the day on which public announcement of the date of such meeting is
first made by the Fund. The proposal or nomination must be in good order and in
compliance with all applicable legal requirements, including the requirements
set forth in each Funds bylaws. The Chairman of the Meeting may refuse to
acknowledge a nomination or other proposal by a stockholder that is not made in
the manner described above.
31
Notice to Banks, Broker-Dealers and
Voting Directors and their Nominees
Please advise the Funds, c/o
Secretary, 605 Third Avenue, New York, New York 10158, whether other persons are
beneficial owners of Fund shares for which proxies are being solicited and, if
so, the number of copies of the Proxy Statement to supply copies to the
beneficial owners of these shares.
Investment Manager, Sub-Adviser, and
Administrator
NB Management, 605 Third Avenue, New
York, New York 10158, is the investment manager and administrator to each Fund.
New NB Management will perform the same advisory services, and be located at the
same address, as NB Management. NB LLC, 605 Third Avenue, New York, New York
10158, is the sub-adviser to all the Funds. LBAM, 200 South Wacker Drive, Suite
2100, Chicago, Illinois 60601, is also a sub-adviser to Income
Opportunity.
VOTING INFORMATION
Voting Rights
Stockholders of record on the Record
Date are entitled to be present and to vote at the Meeting. Each share or
fractional share is entitled to one vote or fraction thereof. Exhibit M of this
Proxy Statement sets forth the number of shares of each class of each Fund
issued and outstanding as of the Record Date. Regardless of the class of shares
they own, stockholders of each Fund will vote as a single class on each
Proposal. Each Funds stockholders will vote on each Proposal with respect to
that Fund.
If the
enclosed proxy card is properly executed and returned in time to be voted at the
Meeting, the shares represented by the proxy card will be voted in accordance
with the instructions marked on the proxy card. If no instructions are marked on
the proxy card, the proxy will be voted FOR the Proposals. Any stockholder who
has given a proxy has the right to revoke it any time prior to its exercise by
attending the Meeting and voting his or her shares in person, or by submitting a
letter of revocation or a later-dated proxy card to the Fund at the address
indicated on the enclosed envelope provided with this Proxy Statement. Any
letter of revocation or later-dated proxy card must be received by the Fund
prior to the Meeting and must indicate your name and account number to be
effective. Proxies voted by telephone or Internet may be revoked at any time
before they are voted at the Meeting in the same manner that proxies voted by
mail may be revoked.
In
tallying stockholder votes, proxies that reflect abstentions or broker
non-votes (shares held by brokers or nominees as to which instructions have not
been received from the beneficial owners or the persons entitled to vote and
either (i) the broker or nominee does not have discretionary voting power or
(ii) the broker or nominee returns the proxy but expressly declines to vote on a
particular matter) will be counted as shares that are present and entitled to
vote for purposes of determining the presence of a quorum and effectively will
be a vote against approval. For shares held in individual retirement accounts
(IRA, Roth IRA or SIMPLE Retirement plans), the IRA custodian will vote the
shares in the account in accordance with instructions given by the depositor.
However, if the depositor fails to provide instructions on how to vote the
shares in the account, the custodian will vote the undirected shares in the same
proportion as shares are voted in other individual retirement accounts.
Pursuant to the rules of the New
York Stock Exchange, shares of preferred stock of California Intermediate,
Intermediate Municipal and New York Intermediate with reset features of one year
or less may be voted under certain conditions by broker-dealer firms and counted
for purposes of establishing a quorum of those Funds if no instructions are
received by the date specified in the broker-dealers statement accompanying the
proxy materials. These conditions include, among others, that (i) at least 30%
of the Funds shares of preferred stock outstanding have voted on the proposal,
and (ii) less than 10% of the Funds shares of preferred stock outstanding have
voted against such proposal. If these conditions are met, the broker-dealer firm
may vote such uninstructed shares of preferred stock on the proposal in the same
proportion as the votes cast by all shares of preferred stock voted on such
proposal. A 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
stockholders of the Fund exists.
For situations in which Advisers
have proxy voting discretion, they will vote the Proposals in accordance with
their proxy voting policies. Generally, this means that they will follow a
third-party proxy voting providers recommendation, however, they have the
ability to vote contrary to the recommendation in certain circumstances.
32
Proxy
solicitations will be made primarily by mail, but may also be made by telephone,
electronic transmissions or personal meetings with officers and employees of NB
Management, affiliates of NB Management or other representatives of the Funds.
Proxy solicitations may also be made by The Altman Group, Inc. or Mackenzie
Partners
,
Inc.
Quorum; Adjournment
A quorum
with respect to a Fund is constituted by one-third of the Funds shares
outstanding and entitled to vote at the Meeting, present in person or by proxy.
If a quorum is not present at a Funds 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
to approve a Proposal 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 Board also may postpone the Meeting of stockholders prior to
the Meeting with notice to the stockholders entitled to vote at or to receive
notice of the Meeting.
Vote Required
Approval of Proposals 1, 2 and 3 by
a Fund will require the affirmative vote of a majority of the outstanding
voting securities of the Fund as defined in the 1940 Act. This means the lesser
of (1) 67% or more of the shares of the Fund present at the Meeting if more than
50% of the outstanding shares of the Fund are present in person or represented
by proxy, or (2) more than 50% of the outstanding shares of the Fund. If
Proposal 1 is not approved with respect to a Fund, then Proposal 2 or 3 (as
appropriate) will not be effective with respect to that Fund, even if
stockholders vote in favor of it. With respect to Proposal 4, the election of a
nominee to the Board of Directors of a Fund requires the affirmative vote of a
majority of a Funds outstanding shares.
If the stockholders of a Fund
approve the New Management and Sub-Advisory Agreements for such Fund, their
effectiveness is conditioned upon the completion of the Proposed Acquisition. If
approved, these Proposals will not become effective until the closing of the
Proposed Acquisition. Approval of Proposal 4 is not conditioned upon the
completion of the Proposed Acquisition.
To assure
the presence of a quorum at the Meeting, please promptly execute and return the
enclosed proxy. A self-addressed, postage-paid envelope is enclosed for your
convenience. Alternatively, you may vote by telephone or through the Internet at
the number or website address printed on the enclosed proxy card.
By order of the Boards,
Claudia A. Brandon
Secretary of the
Funds
33
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 Funds involved in validating your vote if you fail to sign your proxy
card(s) 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
|
April __, 2009
34
EXHIBIT LIST
Exhibit
|
|
Title
|
|
Page
|
A
|
|
Audit Committee Report
|
|
A-1
|
B
|
|
Principal
Executive Officers and Directors of NB Management, NB LLC and
LBAM
|
|
B-1
|
C
|
|
Form of New Management Agreement
|
|
C-1
|
C-1
|
|
Dates of
Various Management Agreement Approvals for Each Fund
|
|
C-7
|
D
|
|
Brokerage Commissions
|
|
D-1
|
E-1
|
|
Rate of
Compensation Under Management Agreements
|
|
E-1
|
E-2
|
|
Fees Paid to NB Management
|
|
E-2
|
F
|
|
Current
Contractual and Voluntary Fee Waivers
|
|
F-1
|
G
|
|
Name, Asset Size, and Compensation Received by NB Management for
Advisory or Sub-advisory Services to Other Similar Funds
|
|
G-1
|
H
|
|
Forms of
Sub-advisory Agreement
|
|
H-1
|
H-1
|
|
Dates of Various Sub-advisory Agreement Approvals for Each
Fund
|
|
H-5
|
I
|
|
Fees Paid to
NB LLC or LBAM under Sub-advisory Agreements
|
|
I-1
|
J
|
|
Name, Asset Size and Compensation Received by NB LLC for
Sub-advisory Services to Similar Funds
|
|
J-1
|
K
|
|
Fees Billed
by Independent Registered Public Accounting Firms
|
|
K-1
|
L
|
|
Control Persons and Principal Holders of Securities
|
|
L-1
|
M
|
|
Number of
Shares Outstanding for Each Class of Each Fund as of the Record Date
Form of Proxy Cards
|
|
M-1
|
EXHIBIT A
Audit Committee Report
N
EUBERGER
B
ERMAN
C
ALIFORNIA
I
NTERMEDIATE
M
UNICIPAL
F
UND
I
NC
.
N
EUBERGER
B
ERMAN
D
IVIDEND
A
DVANTAGE
F
UND
I
NC
.
N
EUBERGER
B
ERMAN
I
NCOME
O
PPORTUNITY
F
UND
I
NC
.
N
EUBERGER
B
ERMAN
I
NTERMEDIATE
M
UNICIPAL
F
UND
I
NC
.
N
EUBERGER
B
ERMAN
N
EW
Y
ORK
I
NTERMEDIATE
M
UNICIPAL
F
UND
I
NC
.
N
EUBERGER
B
ERMAN
R
EAL
E
STATE
S
ECURITIES
I
NCOME
F
UND
I
NC
.
(
COLLECTIVELY
,
THE
F
UNDS
)
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 Funds financial
reporting process. Pursuant to the Charter, the role of the Audit Committee is
to oversee a Funds accounting and financial reporting processes and the quality
and integrity of the Funds financial statements and the independent audit of
those financial statements. Each Committee is responsible for, among other
things, recommending the initial and ongoing engagement of the independent
auditors and reviewing the scope and results of its Funds annual audit with the
Funds 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 16, 2008 to review each Funds audited financial
statements for the fiscal year ended October 31, 2008. 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 the applicable requirements of the Public Company
Accounting Oversight Board regarding independent accountant communications with
audit committees concerning independence. The Audit Committees also have
discussed with E&Y its independence.
The
members of the Audit Committees are not employed by the Funds as experts in the
fields of auditing or accounting and are not employed by the Funds for
accounting, financial management or internal control purposes. Members of the
Audit Committees rely without independent verification on the information
provided and the representations made to them by management and
E&Y.
Based
upon this review and related discussions, and subject to the limitation on the
role and responsibilities of the Audit Committee set forth above and in the
Charter, the Audit Committee of each Fund recommended to its Board of Directors
that the audited financial statements be included in the Funds Annual Report to
Stockholders for the fiscal year ended October 31, 2008.
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).
Martha C. Goss
Howard A.
Mileaf
George W. Morriss
Cornelius T. Ryan
(Chairman)
Tom D. Seip
Peter P. Trapp
December 16, 2008
A-1
EXHIBIT B
PRINCIPAL EXECUTIVE OFFICERS AND
DIRECTORS OF
NB MANAGEMENT, NB LLC AND LBAM
The address of
each principal executive officer and director of NB Management and NB LLC,
listed below is 605 Third Avenue, New York, New York 10158. The address of each
principal executive officer and director of LBAM, listed below is 200 South
Wacker Drive, Suite 2100, Chicago, IL 60601.
Name
|
Principal Occupation
|
Joseph V.
Amato
|
CEO and
President, NB Holdings; CEO and President, NB LLC; Managing Director and
Board member, LBAM.
|
Claudia
A. Brandon
|
Senior Vice
President and Assistant Secretary, NB Management; Senior Vice President,
NB LLC; Executive Vice President and Secretary of each Fund.
|
Robert
Conti
|
President and
Chief Executive Officer, NB Management; Managing Director, NB LLC;
President, Chief Executive Officer and Director of each Fund.
|
Alison
Deans
|
Managing
Director and Chief Investment Officer, NB Management; Managing Director,
NB LLC.
|
Maxine L.
Gerson
|
Senior Vice
President, Secretary and General Counsel, NB Management; Senior Vice
President, Deputy General Counsel and Assistant Secretary, NB LLC; Vice
President, Assistant Secretary and Deputy General Counsel, NB Holdings;
Executive Vice President and Chief Legal Officer of each
Fund.
|
Edward S.
Grieb
|
Treasurer and
Chief Financial Officer, NB Management, Managing Director and Chief
Financial Officer, NB LLC; Chief Financial Officer, NB
Holdings.
|
Kevin
Handwerker
|
Managing
Director, Secretary and General Counsel, NB LLC; Executive Vice President,
Secretary and General Counsel, NB Holdings.
|
Richard
W. Knee
|
Vice President,
NB Management; Managing Director and Board member, LBAM.
|
Lori
Loftus
|
Senior Vice
President and Chief Compliance Officer, LBAM.
|
Andrew
Provencher
|
Managing
Director, NB Management and NB LLC; Vice President of each
Fund.
|
Neil S.
Siegel
|
Managing
Director, NB Management and NB LLC; Vice President of each
Fund.
|
Bradley
C. Tank
|
Chairman, CEO,
Board member and Managing Director, LBAM; Global Head of Fixed Income
Asset Management and Co-Head of Institutional Asset Management, Lehman
Brothers.
|
Chamaine
Williams
|
Senior Vice
President and Chief Compliance Officer, NB Management; Senior Vice
President, NB LLC; Chief Compliance Officer of each
Fund.
|
B-1
EXHIBIT C
FORM OF NEW MANAGEMENT AGREEMENT
This Agreement is made as of
___________, 200_, between _________________ a Maryland corporation (Fund),
and Neuberger Berman Management LLC, a Delaware limited liability company (the
Manager).
W I T N E S S E T H:
WHEREAS,
Fund is registered under the Investment Company Act of 1940, as amended (1940
Act), as an closed-end, [non-diversified / diversified] management investment
company; and
WHEREAS,
Fund desires to retain the Manager as investment adviser to furnish the
investment advisory and portfolio management services described herein and the
Manager is willing to furnish such services;
NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1.
SERVICES OF THE
MANAGER.
1.1.
INVESTMENT MANAGEMENT SERVICES. The Manager shall act as the investment
adviser to the Fund and, as such, shall (i) obtain and evaluate such information
relating to the economy, industries, businesses, securities markets and
securities as it may deem necessary or useful in discharging its
responsibilities hereunder, (ii) formulate a continuing program for the
investment of the assets of the Fund in a manner consistent with its investment
objectives, policies and restrictions, and (iii) determine from time to time
securities to be purchased, sold, retained or lent by the Fund, and implement
those decisions, including the selection of entities with or through which such
purchases, sales or loans are to be effected; provided, that the Manager will
place orders pursuant to its investment determinations either directly with the
issuer or with a broker or dealer, and if with a broker or dealer, (a) will
attempt to obtain the best net price and most favorable execution of its orders,
and (b) may nevertheless in its discretion purchase and sell portfolio
securities from and to brokers and dealers who provide the Manager with
research, analysis, advice and similar services and pay such brokers and dealers
in return a higher commission or spread than may be charged by other brokers or
dealers.
The Fund
hereby authorizes any entity or person associated with the Manager which is a
member of a national securities exchange to effect or execute any transaction on
the exchange for the account of the Fund which is permitted by Section 11(a) of
the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund
hereby consents to the retention of compensation for such transactions in
accordance with Rule 11a-2(T)(a)(iv).
The
Manager shall carry out its duties with respect to the Funds investments in
accordance with applicable law and the investment objectives, policies and
restrictions of the Fund adopted by the directors of Fund (Directors), and
subject to such further limitations as the Fund may from time to time impose by
written notice to the Manager.
1.2.
The Manager can use any of the officers and employees of Neuberger
Berman, LLC to provide any of the non-investment advisory services described
herein, and can subcontract to third parties, provided the Manager remains as
fully responsible to the Fund under this contract as if the Manager had provided
services directly.
2.
EXPENSES OF THE
FUND.
2.1.
EXPENSES TO BE PAID BY THE MANAGER. The Manager shall pay all salaries,
expenses and fees of the officers, directors and employees of the Fund who are
officers, directors or employees of the Manager.
In the
event that the Manager pays or assumes any expenses of the Fund not required to
be paid or assumed by the Manager under this Agreement, the Manager shall not be
obligated hereby to pay or assume the same or any similar expense in the future;
PROVIDED, that nothing herein contained shall be deemed to relieve the Manager
of any obligation to the Fund under any separate agreement or arrangement
between the parties.
C-1
2.2.
EXPENSES TO BE PAID BY THE FUND. The Fund shall bear the expenses of its
operation, except those specifically allocated to the Manager under this
Agreement or under any separate agreement between the Fund and the Manager.
Subject to any separate agreement or arrangement between the Fund and the
Manager, the expenses hereby allocated to the Fund, and not to the Manager,
include, but are not limited to:
2.2.1.
CUSTODY. All charges of
depositories, custodians, and other agents for the transfer, receipt,
safekeeping, and servicing of its cash, securities, and other
property.
2.2.2.
STOCKHOLDER SERVICING.
All expenses of maintaining and servicing Stockholder accounts, including but
not limited to the charges of any Stockholder servicing agent, dividend
disbursing agent or other agent engaged by the Fund to service Stockholder
accounts.
2.2.3.
STOCKHOLDER REPORTS. All
expenses of preparing, setting in type, printing and distributing reports and
other communications to Stockholders of the Fund.
2.2.4.
PRICING AND PORTFOLIO
VALUATION. All expenses of computing the Funds net asset value per share,
including any equipment or services obtained for the purpose of pricing shares
or valuing the Funds investment portfolio.
2.2.5.
COMMUNICATIONS. All
charges for equipment or services used for communications between the Manager or
the Fund and any custodian, Stockholder servicing agent, portfolio accounting
services agent, dividend disbursing agent, dividend reinvestment plan agent or
other agent engaged by the Fund.
2.2.6.
LEGAL AND ACCOUNTING FEES. All charges for services and
expenses of the Funds legal counsel and independent auditors.
2.2.7.
DIRECTORS FEES AND EXPENSES. All compensation of Directors
other than those affiliated with the Manager, all expenses incurred in
connection with such unaffiliated Directors services as Directors, and all
other expenses of meetings of the Directors or committees thereof.
2.2.8.
STOCKHOLDER MEETINGS. All expenses incidental to holding
meetings of Stockholders, including the printing of notices and proxy materials,
and proxy solicitation therefor.
2.2.9.
BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or regulation or deemed advisable by
the Directors, including, without limitation, such bond, liability and other
insurance expense that may from time to time be allocated to the Fund in a
manner approved by the Directors.
2.2.10.
BROKERAGE COMMISSIONS. All brokers commissions and other
charges incident to the purchase, sale or lending of the Funds portfolio
securities.
2.2.11.
TAXES. All taxes or governmental fees payable by or with
respect to the Fund to federal, state or other governmental agencies, domestic
or foreign, including stamp or other transfer taxes.
2.2.12.
TRADE ASSOCIATION FEES. All fees, dues and other expenses
incurred in connection with the Funds membership in any trade association or
other investment organization.
2.2.13.
NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring and
extraordinary expenses as may arise, including the costs of actions, suits, or
proceedings to which the Fund is a party and the expenses the Fund may incur as
a result of its legal obligation to provide indemnification to Funds officers,
Directors and agents.
2.2.14.
ORGANIZATIONAL EXPENSES AND OFFERING EXPENSES FOR COMMON
STOCK. Any and all organizational expenses of the Fund and any and all offering
expenses for shares of the Funds common stock paid by the Manager shall be
reimbursed by the Fund if and at such time or times agreed by the Fund and the
Manager.
2.2.15.
EXPENSES OF LISTING ON A NATIONAL SECURITIES EXCHANGE. Any and
all expenses of listing and maintaining the listing of shares of the Funds
common stock on any national securities exchange.
C-2
2.2.16.
OFFERING EXPENSES FOR ANY PREFERRED STOCK. Any and all
offering expenses (including rating agency fees) for any preferred stock of the
Fund paid by the Manager shall be reimbursed by the Fund if and at such time or
times agreed by the Fund and the Manager.
2.2.17. DIVIDEND REINVESTMENT PLAN. Any and all expenses
incident to any dividend reinvestment plan.
2.2.18.
INTEREST. Such interest
as may accrue on borrowings of the Fund.
3.
ADVISORY
FEE.
3.1.
FEE. As compensation for all services rendered, facilities provided and
expenses paid or assumed by the Manager under this Agreement, the Fund shall pay
the Manager an annual fee equal to __% of the Funds average daily total assets
minus liabilities other than the aggregate indebtedness entered into for
purposes of leverage (Managed Assets).
3.2.
COMPUTATION AND PAYMENT OF FEE. The advisory fee shall accrue on each
calendar day, and shall be payable monthly on the first business day of the next
succeeding calendar month. The daily fee accruals shall be computed by
multiplying the fraction of one divided by the number of days in the calendar
year by the annual advisory fee rate, and multiplying this product by the
Managed Assets of the Fund, determined in the manner established by the
Directors, as of the close of business on the last preceding business day on
which the Funds net asset value was determined.
4.
OWNERSHIP OF
RECORDS.
All
records required to be maintained and preserved by the Fund pursuant to the
provisions or rules or regulations of the Securities and Exchange Commission
under Section 31 (a) of the 1940 Act and maintained and preserved by the Manager
on behalf of the Fund are the property of the Fund and shall be surrendered by
the Manager promptly on request by the Fund; provided, that the Manager may at
its own expense make and retain copies of any such records.
5.
REPORTS TO
MANAGER.
The Fund
shall furnish or otherwise make available to the Manager such copies of the
Funds financial statements, proxy statements, reports, and other information
relating to its business and affairs as the Manager may, at any time or from
time to time, reasonably require in order to discharge its obligations under
this Agreement.
6.
REPORTS TO THE
FUND.
The
Manager shall prepare and furnish to the Fund such reports, statistical data and
other information in such form and at such intervals as the Fund may reasonably
request.
7.
RETENTION OF
SUB-ADVISER.
Subject
to the Fund obtaining the initial and periodic approvals required under Section
15 of the 1940 Act, the Manager may retain a sub-adviser, at the Managers own
cost and expense, for the purpose of making investment recommendations and
research information available to the Manager. Retention of a sub-adviser shall
in no way reduce the responsibilities or obligations of the Manager under this
Agreement and the Manager shall be responsible to Fund for all acts or omissions
of the sub-adviser in connection with the performance of the Managers duties
hereunder.
8.
SERVICES TO OTHER
CLIENTS.
Nothing
herein contained shall limit the freedom of the Manager or any affiliated person
of the Manager to render investment management and administrative services to
other investment companies, to act as investment adviser or investment counselor
to other persons, firms or corporations, or to engage in other business
activities.
C-3
9.
LIMITATION OF
LIABILITY OF MANAGER AND ITS PERSONNEL.
9.1.
Neither the Manager nor any director, officer or employee of the Manager
performing services for the Fund at the direction or request of the Manager in
connection with the Managers discharge of its obligations hereunder shall be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund in connection with any matter to which this Agreement relates;
provided, that nothing herein contained shall be construed (i) to protect the
Manager against any liability to the Fund or its Stockholders to which the
Manager would otherwise be subject by reason of the Managers willful
misfeasance, bad faith, or gross negligence in the performance of the Managers
duties, or by reason of the Managers reckless disregard of its obligations and
duties under this Agreement (disabling conduct), or (ii) to protect any
director, officer or employee of the Manager who is or was a Director or officer
of the Fund against any liability to the Fund 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 persons office with the Fund.
9.2.
The Fund will indemnify the Manager 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 in
Section 9.1 not resulting from negligence, disregard of its obligations and
duties under this Agreement or disabling conduct by the Manager. 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 the Manager was not
liable by reason of negligence, disregard of its obligations and duties under
this Agreement or disabling conduct or (ii) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that the Manager was
not liable by reason of negligence, disregard of its obligations and duties
under this Agreement or disabling conduct by (a) the vote of a majority of a
quorum of directors of the Fund who are neither interested persons of the Fund
nor parties to the proceeding (disinterested non-party directors) or (b) an
independent legal counsel in a written opinion. The Manager shall be entitled to
advances from the Fund for payment of 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. The Manager shall provide to the Fund a written affirmation of
its good faith belief that the standard of conduct necessary for indemnification
by the Fund 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) the Manager shall provide security in form and amount acceptable to the
Fund for its undertaking; (b) the Fund 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 Fund, 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 Fund at the time
the advance is proposed to be made, that there is reason to believe that the
Manager will ultimately be found to be entitled to indemnification
hereunder.
10.
EFFECT OF
AGREEMENT.
Nothing
herein contained shall be deemed to require the Fund to take any action contrary
to the Articles of Incorporation or By-Laws of the Fund, any actions of the
Directors binding upon the Fund, or any applicable law, regulation or order to
which the Fund is subject or by which it is bound, or to relieve or deprive the
Directors of their responsibility for and control of the conduct of the business
and affairs of the Fund.
11.
TERM OF
AGREEMENT.
The term
of this Agreement shall begin on the date first above written and, unless sooner
terminated as hereinafter provided, this Agreement shall remain in effect
through [___ __, 20__]. Thereafter, this Agreement shall continue in effect from
year to year, subject to the termination provisions and all other terms and
conditions hereof, provided, such continuance is approved at least annually by
vote of the holders of a majority of the outstanding voting securities of the
Fund or by the Directors, provided, that in either event such continuance is
also approved annually by the vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority of the Directors who are not
parties to this Agreement or interested persons of either party hereto; and
provided further that the Manager shall not have notified the Fund in writing at
least sixty (60) days prior to the first expiration date hereof or at least
sixty (60) days prior to any expiration date hereof of any year thereafter that
it does not desire such continuation. The Manager shall furnish to the Fund,
promptly upon its request, such information as may reasonably be necessary to
evaluate the terms of this Agreement or any extension, renewal or amendment
thereof.
12.
AMENDMENT OR
ASSIGNMENT OF AGREEMENT.
Any
amendment to this Agreement shall be in writing signed by the parties hereto;
provided, that no such amendment shall be effective unless authorized on behalf
of the Fund (i) by resolution of the Directors, including the vote or written
consent of a majority of the Directors who are not parties to this Agreement or
interested persons of either party hereto, and (ii) by vote of a majority of the
outstanding voting securities of the Fund. This Agreement shall terminate
automatically and immediately in the event of its assignment.
C-4
13.
TERMINATION OF
AGREEMENT.
This
Agreement may be terminated at any time by either party hereto, without the
payment of any penalty, upon sixty (60) days prior written notice to the other
party; provided, that in the case of termination by the Fund, such action shall
have been authorized (i) by resolution of the Directors, including the vote or
written consent of a majority of Directors who are not parties to this Agreement
or interested persons of either party hereto, or (ii) by vote of a majority of
the outstanding voting securities of the Fund.
14.
NAME OF THE
FUND.
The Fund
hereby agrees that if the Manager shall at any time for any reason cease to
serve as investment adviser to the Fund, the Fund shall, if and when requested
by the Manager, eliminate from the Funds name the name Neuberger Berman and
thereafter refrain from using the name Neuberger Berman or the initials NB
in connection with its business or activities, and the foregoing agreement of
the Fund shall survive any termination of this Agreement and any extension or
renewal thereof.
15.
INTERPRETATION AND
DEFINITION OF TERMS.
Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act
shall be resolved by reference to such term or provision of the 1940 Act and to
interpretation thereof, if any, by the United States courts or, in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the Securities and Exchange Commission validly issued pursuant to the 1940
Act. Specifically, the terms vote of a majority of the outstanding voting
securities, interested person, assignment and affiliated person, as used
in this Agreement shall have the meanings assigned to them by Section 2(a) of
the 1940 Act. In addition, when the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is modified, interpreted or relaxed
by a rule, regulation or order of the Securities and Exchange Commission,
whether of special or of general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
16.
CHOICE OF
LAW.
This
Agreement is made and to be principally performed in the State of New York and
except insofar as the 1940 Act or other federal laws and regulations may be
controlling, this Agreement shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of New York.
17.
CAPTIONS.
The
captions in this Agreement are included for convenience of reference only and in
no way define or delineate any of the provisions hereof or otherwise affect
their construction or effect.
18.
EXECUTION IN
COUNTERPARTS.
This
Agreement may be executed simultaneously in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
C-5
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be signed by their respective officers
thereunto duly authorized and their respective seals to be hereunto affixed, as
of the day and year first above written.
|
[FUND]
|
|
|
|
|
By:
|
|
|
|
|
|
Title:
|
|
|
|
|
|
NEUBERGER BERMAN MANAGEMENT LLC
|
|
|
|
|
By:
|
|
|
|
|
|
Title:
|
|
C-6
EXHIBIT C-1
|
|
Date of
Management
|
|
Date of
Last
|
|
Date of
Last
|
|
|
Agreement
|
|
Approval
by
|
|
Submission
of
|
|
|
|
|
Directors of
the
|
|
Existing
Management
|
|
|
|
|
Management
|
|
Agreement to
Vote of
|
|
|
|
|
Agreement
|
|
Stockholders of
each
|
|
|
|
|
|
|
Fund
|
Neuberger Berman California Intermediate Municipal Fund
Inc.
|
|
11/3/2003
|
|
9/25/2008
|
|
9/23/2003(2)
|
Neuberger Berman
Dividend Advantage Fund Inc.
|
|
3/25/2004
|
|
9/25/2008
|
|
3/9/2004(1)
|
Neuberger Berman Income Opportunity Fund Inc.
|
|
11/3/2003
|
|
9/25/2008
|
|
9/23/2003(2)
|
Neuberger Berman
Intermediate Municipal Fund Inc.
|
|
11/3/2003
|
|
9/25/2008
|
|
9/23/2003(2)
|
Neuberger Berman New York Intermediate Municipal Fund
Inc.
|
|
11/3/2003
|
|
9/25/2008
|
|
9/23/2003(2)
|
(1)
|
|
Stockholder approval
was obtained prior to the commencement of operations for the Fund by NB
LLC or its affiliate as the sole stockholder.
|
|
|
|
(2)
|
|
Stockholder approval
was obtained in connection with termination of the prior agreement due to
the sale of NB Holdings, the parent company of NB Management, to
LBHI.
|
C-7
EXHIBIT D
BROKERAGE COMMISSIONS
(Paid to affiliated brokers for fiscal year ended October 31,
2008)
Fund
|
Affiliated
Broker*
|
Commissions
Paid
|
% of
Total
|
|
|
|
Commissions
Paid
|
Neuberger Berman
California
|
Neuberger Berman,
LLC
|
$0
|
0%
|
Intermediate
Municipal Fund Inc.
|
Lehman Brothers,
Inc.
|
$0
|
0%
|
Neuberger Berman
Dividend Advantage
|
Neuberger Berman,
LLC
|
$582
|
0.1%
|
Fund Inc.
|
Lehman Brothers,
Inc.
|
$34,703
|
6.8%
|
Neuberger Berman
Income Opportunity
|
Neuberger Berman,
LLC
|
$9
|
0.0%
|
Fund Inc.
|
Lehman Brothers,
Inc.
|
12,870
|
3.1%
|
Neuberger Berman
Intermediate
|
Neuberger Berman,
LLC
|
$0
|
0%
|
Municipal Fund
Inc.
|
Lehman Brothers,
Inc.
|
$0
|
0%
|
Neuberger Berman New
York
|
Neuberger Berman,
LLC
|
$0
|
0%
|
Intermediate
Municipal Fund Inc.
|
Lehman Brothers,
Inc.
|
$0
|
0%
|
*
|
|
Neuberger Berman, LLC and Lehman
Brothers, Inc. are Affiliated Brokers because they are wholly-owned
subsidiaries of Lehman Brothers Holdings
Inc.
|
D-1
EXHIBIT E-1
RATE OF COMPENSATION UNDER THE
MANAGEMENT AGREEMENTS
|
|
Rate of
Compensation
|
|
|
as a percentage of
|
Fund
|
|
Managed Assets
|
Neuberger Berman
|
|
0.25%
|
California Intermediate
|
|
|
Municipal Fund Inc.
|
|
|
Neuberger
Berman
|
|
0.60%
|
Dividend
Advantage Fund Inc.
|
|
|
Neuberger Berman
|
|
0.60%
|
Income Opportunity Fund Inc.
|
|
|
Neuberger
Berman
|
|
0.25%
|
Intermediate
Municipal
|
|
|
Fund
Inc.
|
|
|
Neuberger Berman New
|
|
0.25%
|
York Intermediate
|
|
|
Municipal Fund Inc.
|
|
|
E-1
EXHIBIT E-2
FEES PAID TO NB
MANAGEMENT
(Pursuant to Management and
Administration Agreements
between each Fund and NB Management for fiscal year
ended October 31, 2008)
Fund
|
|
Management
|
|
Administration
|
|
|
Fee
|
|
Fee
|
Neuberger Berman California Intermediate
|
|
$390,887
|
|
$469,064
|
Municipal Fund Inc.
|
|
|
|
|
Neuberger Berman
Dividend Advantage
|
|
$945,128
|
|
$393,803
|
Fund
Inc.
|
|
|
|
|
Neuberger Berman Income Opportunity
|
|
$1,923,799
|
|
$801,583
|
Fund Inc.
|
|
|
|
|
Neuberger Berman
Intermediate Municipal
|
|
$1,189,926
|
|
$1,427,911
|
Fund
Inc.
|
|
|
|
|
Neuberger Berman New York Intermediate
|
|
$317,921
|
|
$381,505
|
Municipal Fund Inc.
|
|
|
|
|
E-2
EXHIBIT F
CURRENT CONTRACTUAL AND VOLUNTARY FEE
WAIVERS
Percentage of Average Daily Managed
Assets Waived
Contractual Fee Waivers
|
Fiscal
Year
|
Neuberger
|
Neuberger
|
Neuberger
|
Neuberger
|
Neuberger
|
ended
|
Berman
|
Berman
|
Berman
|
Berman
|
Berman New
|
October
31
|
California
|
Dividend
|
Income
|
Intermediate
|
York
|
|
Intermediate
|
Advantage
|
Opportunity
|
Municipal
|
Intermediate
|
|
Municipal
|
Fund Inc.
|
Fund Inc.
|
Fund Inc.
|
Municipal
|
|
Fund
Inc.
|
|
|
|
Fund
Inc.
|
2008
|
0.20%
|
0.20%
|
0.25%
|
0.20%
|
0.20%
|
2009
|
0.15%
|
0.14%
|
0.19%
|
0.15%
|
0.15%
|
2010
|
0.10%
|
0.07%
|
0.13%
|
0.10%
|
0.10%
|
2011
|
0.05%
|
N/A
|
0.07%
|
0.05%
|
0.05%
|
Percentage of Average Daily Managed
Assets Waived
Contractual and Voluntary Fee Waivers
|
Fiscal
Year
|
Neuberger
|
Neuberger
|
Neuberger
|
Neuberger
|
Neuberger
|
(ended
|
Berman
|
Berman
|
Berman
|
Berman
|
Berman New
|
October
31)
|
California
|
Dividend
|
Income
|
Intermediate
|
York
|
|
Intermediate
|
Advantage
|
Opportunity
|
Municipal
|
Intermediate
|
|
Municipal
|
Fund Inc.
|
Fund Inc.
|
Fund Inc.
|
Municipal
|
|
Fund Inc.
|
|
|
|
Fund
Inc.
|
2008
|
0.20%
|
0.20%
|
0.25%
|
0.20%
|
0.20%
|
2009
|
0.15%
|
0.14%
|
0.19%
|
0.15%
|
0.15%
|
2010
|
0.15%*
|
0.14%*
|
0.19%*
|
0.15%*
|
0.15%*
|
2011
|
0.10%*
|
0.07%*
|
0.13%*
|
0.10%*
|
0.10%*
|
2012
|
0.05%*
|
N/A
|
0.07%*
|
0.05%*
|
0.05%*
|
*
|
|
NB Management has
voluntarily agreed to extend the terms of the current fee waivers for an
additional year.
|
F-1
EXHIBIT G
NAME, ASSET SIZE AND COMPENSATION
RECEIVED
BY NB MANAGEMENT FOR ADVISORY OR SUB-ADVISORY
SERVICES PROVIDED TO OTHER SIMILAR FUNDS
Rate of Compensation based on the
Similar Fund's average daily net assets
Fund
|
Similar
Fund
|
Asset size
of
|
Rate of
Compensation
|
|
|
Similar
Fund**
|
of Similar
Fund
|
Neuberger
Berman
|
Neuberger Berman
|
$[_____]
|
0.25% of the first
|
Intermediate
Municipal
|
Municipal Intermediate
|
|
$500 million
|
Fund Inc.
|
Bond Fund
|
|
0.225% of the next
|
|
|
|
$500 million
|
|
|
|
0.20% of the next
|
|
|
|
$500 million
|
|
|
|
0.175% of the next
|
|
|
|
$500 million
|
|
|
|
0.15% in excess of $2
billion
|
**
As of December 31, 2008 (Unaudited).
G-1
EXHIBIT H
FORM OF NEW SUB-ADVISORY AGREEMENT FOR
ALL FUNDS
NEUBERGER BERMAN MANAGEMENT LLC
605
Third Avenue
New York, New York 10158-3698
Neuberger Berman, LLC
605 Third
Avenue
New York, New York
10158-3698
Dear Sirs:
We have
entered into a Management Agreement with _____________________ (Fund) pursuant
to which we are to act as investment adviser to the Fund. We hereby agree with
you as follows:
|
1.
|
|
You agree for the duration of
this Agreement to furnish us with such investment recommendations and
research information, of the same type as that which you from time to time
provide to your employees for use in managing client accounts, all as we
shall reasonably request. In the absence of willful misfeasance, bad faith
or gross negligence in the performance of your duties, or of the reckless
disregard of your duties and obligations hereunder, you shall not be
subject to liability for any act or omission or any loss suffered by the
Fund or its security holders in connection with the matters to which this
Agreement relates.
|
|
|
|
2.
|
|
In consideration of your
agreements set forth in paragraph 1 above, we agree to pay you on the
basis of direct and indirect costs to you of performing such agreements.
Indirect costs shall be allocated on a basis mutually satisfactory to you
and to us.
|
|
|
|
3.
|
|
As used in this Agreement, the
terms assignment and vote of a majority of the outstanding voting
securities shall have the meanings given to them by Section 2(a)(4) and
2(a)(42), respectively, of the Investment Company Act of 1940, as
amended.
|
This
Agreement shall terminate automatically in the event of its assignment, or upon
termination of the Management Agreement between the Fund and the
undersigned.
This
Agreement may be terminated at any time, without the payment of any penalty, (a)
by the Directors of the Fund or by vote of a majority of the outstanding
securities of the Fund or by the undersigned on not less than sixty days
written notice addressed to you at your principal place of business; and (b) by
you, without the payment of any penalty, on not less than thirty nor more than
sixty days written notice addressed to the Fund and the undersigned at the
Funds principal place of business.
This
Agreement shall remain in full force and effect until ____ __, 20__ (unless
sooner terminated as provided above) and from year to year thereafter only so
long as its continuance is approved in the manner required by the Investment
Company Act of 1940, as from time to time amended.
H-1
If you
are in agreement with the foregoing, please sign the form of acceptance on the
enclosed counterpart hereof and return the same to us.
|
Very
truly yours,
|
|
|
|
NEUBERGER BERMAN MANAGEMENT LLC
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
Title
|
|
|
|
The
foregoing is hereby accepted as
|
|
of the
date first above written.
|
|
|
|
|
|
NEUBERGER BERMAN, LLC
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
Title
|
H-2
FORM OF NEW SUB-ADVISORY AGREEMENT FOR
INCOME OPPORTUNITY
NEUBERGER BERMAN MANAGEMENT LLC
605
Third Avenue
New York, New York 10158-3698
Lehman Brothers Asset Management
LLC
200 South Wacker Drive
Suite 2100
Chicago, IL 60601
Dear Sirs:
We have
entered into a Management Agreement with Neuberger Berman Income Opportunity
Fund Inc. (Fund) pursuant to which we are to act as investment adviser to the
Fund. We hereby agree with you as follows:
|
1.
|
|
You agree for the duration of
this Agreement to furnish us with such investment recommendations and
research information, of the same type as that which you from time to time
provide to your employees for use in managing client accounts, all as we
shall reasonably request. In the absence of willful misfeasance, bad faith
or gross negligence in the performance of your duties, or of the reckless
disregard of your duties and obligations hereunder, you shall not be
subject to liability for any act or omission or any loss suffered by the
Fund or its security holders in connection with the matters to which this
Agreement relates.
|
|
|
|
2.
|
|
In consideration of your
agreements set forth in paragraph 1 above, we agree to pay you on the
basis of direct and indirect costs to you of performing such agreements.
Indirect costs shall be allocated on a basis mutually satisfactory to you
and to us.
|
|
|
|
3.
|
|
As used in this Agreement, the
terms assignment and vote of a majority of the outstanding voting
securities shall have the meanings given to them by Section 2(a)(4) and
2(a)(42), respectively, of the Investment Company Act of 1940, as
amended.
|
This
Agreement shall terminate automatically in the event of its assignment, or upon
termination of the Management Agreement between the Fund and the undersigned.
This
Agreement may be terminated at any time, without the payment of any penalty, (a)
by the Directors of the Fund or by vote of a majority of the outstanding
securities of the Fund or by the undersigned on not less than sixty days
written notice addressed to you at your principal place of business; and (b) by
you, without the payment of any penalty, on not less than thirty nor more than
sixty days written notice addressed to the Fund and the undersigned at the
Funds principal place of business.
This
Agreement shall remain in full force and effect until ____ __, 20__ (unless
sooner terminated as provided above) and from year to year thereafter only so
long as its continuance is approved in the manner required by the Investment
Company Act of 1940, as from time to time amended.
H-3
If you
are in agreement with the foregoing, please sign the form of acceptance on the
enclosed counterpart hereof and return the same to us.
|
Very
truly yours,
|
|
|
|
NEUBERGER BERMAN MANAGEMENT LLC
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
Title
|
|
|
|
The
foregoing is hereby accepted as
|
|
of the
date first above written.
|
|
|
|
|
|
LEHMAN
BROTHERS ASSET MANAGEMENT LLC
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
Title
|
H-4
EXHIBIT H-1
|
|
Date of
Sub-Advisory
|
|
Date of
Last
|
|
Date of
Last
|
|
|
Agreement
|
|
Approval
by
|
|
Submission
of
|
|
|
|
|
Directors of the
Sub-
|
|
Existing
Sub-Advisory
|
|
|
|
|
Advisory
Agreement
|
|
Agreement to
Vote of
|
|
|
|
|
|
|
Stockholders of
each
|
|
|
|
|
|
|
Fund
|
Neuberger Berman California Intermediate
|
|
11/3/2003
|
|
9/25/2008
|
|
9/23/2003(2)
|
Municipal Fund Inc.
|
|
|
|
|
|
|
Neuberger Berman
Dividend Advantage Fund
|
|
3/25/2004
|
|
9/25/2008
|
|
3/9/2004(1)
|
Inc.
|
|
|
|
|
|
|
Neuberger Berman Income Opportunity Fund
|
|
11/3/2003
|
|
9/25/2008
|
|
9/23/2003(2)
|
Inc.
|
|
|
|
|
|
|
Neuberger Berman
Intermediate Municipal
|
|
11/3/2003
|
|
9/25/2008
|
|
9/23/2003(2)
|
Fund
Inc.
|
|
|
|
|
|
|
Neuberger Berman New York Intermediate
|
|
11/3/2003
|
|
9/25/2008
|
|
9/23/2003(2)
|
Municipal Fund Inc.
|
|
|
|
|
|
|
(1)
|
|
Stockholder approval was obtained prior to
the commencement of operations for the Fund by NB LLC or its affiliate as
the sole stockholder.
|
|
|
|
(2)
|
|
Stockholder approval was obtained in
connection with the termination of the prior agreement due to the sale of
NB Holdings, the parent company of NB Management, to
LBHI.
|
H-5
EXHIBIT I
FEES PAID TO NB LLC
(Pursuant to Sub-Advisory Agreement with
respect to each Fund between
NB Management and NB LLC for the fiscal year
ended October 31, 2008)
Fund
|
|
Sub-Advisory Fees
|
Neuberger Berman California Intermediate
|
|
$
0
|
Municipal Fund Inc.
|
|
|
Neuberger Berman
Dividend Advantage Fund
|
|
$
0
|
Inc.
|
|
|
Neuberger Berman Income Opportunity Fund
|
|
$
0
|
Inc.
|
|
|
Neuberger Berman
Intermediate Municipal
|
|
$
0
|
Fund
Inc.
|
|
|
Neuberger Berman New York Intermediate
|
|
$
0
|
Municipal Fund Inc.
|
|
|
FEES PAID TO LBAM
(Pursuant to Sub-Advisory Agreement with
respect to Income Opportunity between
NB Management and LBAM for the fiscal
year ended October 31, 2008)
Fund
|
|
Sub-Advisory Fees
|
Neuberger Berman Income Opportunity Fund Inc.
|
|
$
0
|
*
|
|
Effective April 1, 2008, LBAM became the
Funds sub-adviser for the portion of the Funds portfolio invested in
debt securities (except debt securities issued by real estate
companies).
|
I-1
EXHIBIT J
NAME, ASSET SIZE AND COMPENSATION
RECEIVED
BY NB LLC FOR SUB-ADVISORY SERVICES
PROVIDED TO OTHER SIMILAR FUNDS
[____]
NAME, ASSET SIZE AND COMPENSATION
RECEIVED
BY LBAM FOR SUB-ADVISORY SERVICES
PROVIDED TO OTHER SIMILAR FUNDS
Fund
|
Similar
Fund
|
Asset
size**
|
Compensation
|
Neuberger
Berman Municipal
|
Neuberger Berman
|
$[_____]
|
*
|
Intermediate
Bond Fund
|
Intermediate Municipal
|
|
|
|
Fund
Inc.
|
|
|
*
|
|
For sub-advisory services provided, LBAM
receives compensation based on its direct and indirect costs rather than
at a fixed rate.
|
J-1
EXHIBIT K
FEES BILLED BY INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRMS
AUDIT FEES
The aggregate
fees billed by Ernst & Young for the audit of the annual financial
statements or services that are normally provided in connection with statutory
and regulatory filings or engagements of the Funds for the fiscal years ended
October 31, 2008 and October 31, 2007 are as shown in the table below.
|
AUDIT
FEES BILLED
|
FUND
|
Fiscal Year Ended
|
Fiscal Year
Ended
|
|
10/31/08
|
10/31/07
|
Neuberger Berman California Intermediate Municipal Fund
Inc.
|
$37,250
|
$35,600
|
Neuberger Berman Dividend Advantage Fund Inc.
|
$40,000
|
$38,100
|
Neuberger Berman Income Opportunity Fund Inc.
|
$40,000
|
$38,100
|
Neuberger Berman Intermediate Municipal Fund Inc.
|
$37,250
|
$35,600
|
Neuberger Berman New York Intermediate Municipal Fund
Inc.
|
$37,250
|
$35,600
|
AUDIT-RELATED FEES
The
aggregate audit-related fees billed by Ernst & Young for the fiscal years
ended October 31, 2008 and October 31, 2007 are shown in the table below. The
nature of the services provided involved agreed upon procedures relating to the
preferred stock.
|
AUDIT-RELATED FEES BILLED
|
FUND
|
Fiscal Year Ended
|
Fiscal Year
Ended
|
|
10/31/08
|
10/31/07
|
Neuberger Berman California Intermediate Municipal Fund
Inc.
|
$6,500
|
$6,250
|
Neuberger Berman Dividend Advantage Fund Inc.
|
$6,500
|
$6,250
|
Neuberger Berman Income Opportunity Fund Inc.
|
$6,500
|
$6,250
|
Neuberger Berman Intermediate Municipal Fund Inc.
|
$6,500
|
$6,250
|
Neuberger Berman New York Intermediate Municipal Fund
Inc.
|
$6,500
|
$6,250
|
TAX FEES
The
aggregate fees billed by Ernst & Young for the fiscal years ended October
31, 2008 and October 31, 2007 are as shown in the table below. The nature of the
services provided comprised tax compliance, tax advice and tax planning.
|
TAX
FEES BILLED
|
FUND
|
Fiscal Year Ended
|
Fiscal Year
Ended
|
|
10/31/08
|
10/31/07
|
Neuberger Berman California Intermediate Municipal Fund
Inc.
|
$10,000
|
$9,700
|
Neuberger Berman Dividend Advantage Fund Inc.
|
$10,000
|
$9,700
|
Neuberger Berman Income Opportunity Fund Inc.
|
$10,000
|
$9,700
|
Neuberger Berman Intermediate Municipal Fund Inc.
|
$10,000
|
$9,700
|
Neuberger Berman New York Intermediate Municipal Fund
Inc.
|
$10,000
|
$9,700
|
ALL OTHER FEES
Aggregate
fees billed by Ernst & Young during the fiscal years ended October 31, 2008
and October 31, 2007 for services provided to the Funds other than those
reported in Audit Fees, Audit-Related Fees and Tax Fees, are as shown in the
table below.
K-1
|
ALL
OTHER FEES
|
FUND
|
Fiscal Year Ended
|
Fiscal Year
Ended
|
|
10/31/08
|
10/31/07
|
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
|
NON-AUDIT FEES
Aggregate
fees billed by Ernst & Young during the fiscal years ended October 31, 2008
and October 31, 2007 for non-audit services to the Funds, NB Management, NB LLC
and any entity controlling, controlled by or under common control with NB
Management or NB LLC that provides ongoing services to the Funds are as shown in
the table below.
|
AGGREGATE NON-AUDIT FEES*
|
FUND
|
Fiscal Year Ended
|
Fiscal Year
Ended
|
|
10/31/08
|
10/31/07
|
Neuberger Berman California Intermediate Municipal Fund
Inc.
|
$482,500
|
$504,750
|
Neuberger Berman Dividend Advantage Fund Inc.
|
$482,500
|
$504,750
|
Neuberger Berman Income Opportunity Fund Inc.
|
$482,500
|
$504,750
|
Neuberger Berman Intermediate Municipal Fund Inc.
|
$482,500
|
$504,750
|
Neuberger Berman New York Intermediate Municipal Fund
Inc.
|
$482,500
|
$504,750
|
*
|
|
Because this is a combined proxy
for multiple Funds, the aggregate total of the fees billed to NB
Management, NB LLC and any entity controlling, controlled by or under
common control with NB Management or NB LLC that provides ongoing services
to the Funds is included in each Fund's Aggregate Non-Audit Fees in this
table.
|
AUDIT COMMITTEES PRE-APPROVAL POLICIES
AND PROCEDURES
The Audit
Committees pre-approval policies and procedures for each Registrant to engage
an accountant to render audit and non-audit services delegate to each member of
the Committee the power to pre-approve services between meetings of the
Committee.
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, NB LLC and any entity controlling,
controlled by or under common control with NB Management or NB LLC 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.
K-2
EXHIBIT L
CONTROL PERSONS AND PRINCIPAL HOLDERS OF
SECURITIES
As of March 2,
2009, the following are all of the beneficial and record owners of more than
five percent of each class of each Fund known to the Fund based on a review of
the Schedule 13Ds and Schedule 13Gs filed for each Fund. Except where indicated
with an asterisk, the owners listed are record owners.
Fund
|
|
Class
|
|
Name and Address
|
|
Amount
of
|
|
Percentage
of
|
|
|
|
|
|
|
Beneficial
|
|
class
owned
|
|
|
|
|
|
|
Ownership
|
|
|
Neuberger Berman California
|
|
Common
|
|
First Trust Portfolios L.P.
|
|
397,468
|
|
5.9%(3)
|
Intermediate Municipal Fund Inc.
|
|
|
|
First Trust Advisors L.P.
|
|
|
|
|
|
|
|
|
The Charger Corporation
|
|
|
|
|
|
|
|
|
120 East Liberty Drive,
|
|
|
|
|
|
|
|
|
Suite
400
|
|
|
|
|
|
|
|
|
Wheaton, IL 60187
|
|
|
|
|
|
|
|
Preferred
|
|
Bank of America
|
|
890
|
|
37.7%(1)
|
|
|
|
|
Corporation
|
|
|
|
|
|
|
|
|
100 North Tryon Street
|
|
|
|
|
|
|
|
|
Charlotte, NC 28255
|
|
|
|
|
|
|
|
|
|
Merrill Lynch, Pierce,
|
|
|
|
|
|
|
|
|
Fenner & Smith, Inc.
|
|
|
|
|
|
|
|
|
4 World Financial Center
|
|
|
|
|
|
|
|
|
250 Vesey Street
|
|
|
|
|
|
|
|
|
New York, NY 10080
|
|
|
|
|
|
|
|
Preferred
|
|
Merrill Lynch, Pierce,
|
|
266
|
|
11.3%(4)
|
|
|
|
|
Fenner & Smith, Inc.
|
|
|
|
|
|
|
|
|
4 World Financial Center
|
|
|
|
|
|
|
|
|
250 Vesey Street
|
|
|
|
|
|
|
|
|
New York, NY 10080
|
|
|
|
|
|
|
|
Preferred
|
|
UBS AG
|
|
187
|
|
7.92%(2)
|
|
|
|
|
Bahnhofstrasse 45
|
|
|
|
|
|
|
|
|
PO Box CH-8021
|
|
|
|
|
|
|
|
|
Zurich, Switzerland
|
|
|
|
|
|
Neuberger Berman Dividend
|
|
Common
|
|
Lazard Asset Management,
|
|
677,282
|
|
11.67%(6)
|
Advantage Fund Inc.
|
|
|
|
LLC
|
|
|
|
|
|
|
|
|
30 Rockefeller Plaza
|
|
|
|
|
|
|
|
|
New York, NY 10112
|
|
|
|
|
|
|
|
Common
|
|
Western Investment LLC
|
|
438,592
|
|
7.6%(5)
|
|
|
|
|
7050 S. Union Park Center,
|
|
|
|
|
|
|
|
|
Suite
590,
|
|
|
|
|
|
|
|
|
Midvale, UT 84047
|
|
|
|
|
|
|
|
|
Arthur D. Lipson
|
|
|
|
|
|
|
|
|
7050 S. Union Park Center,
|
|
|
|
|
|
|
|
|
Suite 590, Midvale, Utah
|
|
|
|
|
|
|
|
|
84047
|
|
|
|
|
L-1
Fund
|
|
Class
|
|
Name and
Address
|
|
Amount
of
|
|
Percentage
of
|
|
|
|
|
|
|
Beneficial
|
|
class
owned
|
|
|
|
|
|
|
Ownership
|
|
|
Neuberger Berman Income
|
|
Common
|
|
Western Investment LLC
|
|
1,228,797
|
|
6.9%(5)
|
Opportunity Fund Inc.
|
|
|
|
7050 S. Union Park Center,
|
|
|
|
|
|
|
|
|
Suite
590,
|
|
|
|
|
|
|
|
|
Midvale, UT 84047
|
|
|
|
|
|
|
|
|
|
Arthur D. Lipson
|
|
|
|
|
|
|
|
|
7050 S. Union Park Center,
|
|
|
|
|
|
|
|
|
Suite 590, Midvale, Utah
|
|
|
|
|
|
|
|
|
84047
|
|
|
|
|
|
|
|
Common
|
|
Claymore Securities, Inc.
|
|
1,084,725
|
|
6.1%(8)
|
|
|
|
|
2455 Corporate West Drive
|
|
|
|
|
|
|
|
|
Lisle, IL 60532
|
|
|
|
|
|
|
|
Common
|
|
Morgan Stanley
|
|
743,901
|
|
4.2%(7)
|
|
|
|
|
1585 Broadway
|
|
|
|
|
|
|
|
|
New York, NY 10036
|
|
|
|
|
|
|
|
|
|
Van Kampen Funds Inc.
|
|
|
|
|
|
|
|
|
522 Fifth Avenue
|
|
|
|
|
|
|
|
|
New York, NY 10036
|
|
|
|
|
|
Neuberger Berman Intermediate
|
|
Preferred
|
|
Bank of America Corp.
|
|
3,311
|
|
46.1%(1)
|
Municipal Fund Inc.
|
|
|
|
100 North Tryon Street
|
|
|
|
|
|
|
|
|
Charlotte, NC 28255
|
|
|
|
|
|
|
|
|
|
Merrill Lynch, Pierce,
|
|
|
|
|
|
|
|
|
Fenner & Smith, Inc.
|
|
|
|
|
|
|
|
|
4 World Financial Center
|
|
|
|
|
|
|
|
|
250 Vesey Street
|
|
|
|
|
|
|
|
|
New York, NY 10080
|
|
|
|
|
|
|
|
|
Preferred
|
|
Merrill Lynch, Pierce,
|
|
857
|
|
11.9%(4)
|
|
|
|
|
Fenner & Smith, Inc.
|
|
|
|
|
|
|
|
|
4 World Financial Center
|
|
|
|
|
|
|
|
|
250 Vesey Street
|
|
|
|
|
|
|
|
|
New York, NY 10080
|
|
|
|
|
|
|
|
Preferred
|
|
UBS AG
|
|
553
|
|
7.71%(2)
|
|
|
|
|
Bahnhofstrasse 45
|
|
|
|
|
|
|
|
|
PO Box CH-8021
|
|
|
|
|
|
|
|
|
Zurich, Switzerland
|
|
|
|
|
|
Neuberger Berman New York
|
|
Preferred
|
|
Bank of America Corp.
|
|
1,227
|
|
63.6%(1)
|
Intermediate Municipal Fund Inc.
|
|
|
|
100 North Tryon Street
|
|
|
|
|
|
|
|
|
Charlotte, NC 28255
|
|
|
|
|
|
|
|
|
|
Merrill Lynch, Pierce,
|
|
|
|
|
|
|
|
|
Fenner & Smith, Inc.
|
|
|
|
|
|
|
|
|
4 World Financial Center
|
|
|
|
|
|
|
|
|
250 Vesey Street
|
|
|
|
|
|
|
|
|
New York, NY 10080
|
|
|
|
|
L-2
Fund
|
|
Class
|
|
Name and Address
|
|
Amount
of
|
|
Percentage
of
|
|
|
|
|
|
|
Beneficial
|
|
class
owned
|
|
|
|
|
|
|
Ownership
|
|
|
|
|
Preferred
|
|
Merrill
Lynch, Pierce,
|
|
388
|
|
20.1%(4)
|
|
|
|
|
Fenner
& Smith, Inc.
|
|
|
|
|
|
|
|
|
4 World Financial Center
|
|
|
|
|
|
|
|
|
250 Vesey Street
|
|
|
|
|
|
|
|
|
New York, NY 10080
|
|
|
|
|
(1)
|
|
Based on an amended
Schedule 13G filed by Bank of America Corporation and Merrill Lynch,
Pierce, Fenner & Smith, Inc. filed on February 11, 2009.
|
|
(2)
|
|
Based on Schedule 13G
filed by UBS AG on February 10, 2009.
|
|
(3)
|
|
Based on Schedule 13G
filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The
Charger Corporation on January 27, 2009.
|
|
(4)
|
|
Based on Schedule 13G
filed by Merrill Lynch, Pierce, Fenner & Smith, Inc. filed on January
12, 2009.
|
|
(5)
|
|
Based on an Amended
Schedule 13D filed by Western Investment LLC and Arthur D. Lipson on March
2, 2009.
|
|
(6)
|
|
Based on an Amended
Schedule 13G filed by Lazard Asset Management, LLC on February 10,
2009.
|
|
(7)
|
|
Based on an Amended
Schedule 13G filed by Morgan Stanley and Van Kampen Funds Inc. on February
17, 2009.
|
|
(8)
|
|
Based on an Amended
Schedule 13G filed by Claymore Securities, Inc. on February 10,
2009.
|
L-3
EXHIBIT M
NUMBER OF SHARES OUTSTANDING
FOR EACH
CLASS OF EACH FUND
AS OF THE RECORD DATE
Fund
|
Class
|
|
Shares
Outstanding
|
Neuberger Berman California Intermediate
|
Common
|
|
[ _____ ]
|
Municipal Fund Inc.
|
|
|
|
|
Preferred
|
|
[ _____ ]
|
|
Neuberger Berman Dividend Advantage
|
Common
|
|
[ _____ ]
|
Fund Inc.
|
|
|
|
|
Preferred
|
|
[ _____ ]
|
|
Neuberger Berman Income Opportunity
|
Common
|
|
[ _____ ]
|
Fund Inc.
|
|
|
|
|
Preferred
|
|
[ _____ ]
|
|
Neuberger Berman Intermediate Municipal
|
Common
|
|
[ _____ ]
|
Fund Inc.
|
|
|
|
|
Preferred
|
|
[ _____ ]
|
|
Neuberger Berman New York Intermediate
|
Common
|
|
[ _____ ]
|
Municipal Fund Inc.
|
|
|
|
|
Preferred
|
|
[ _____ ]
|
M-1
FORM OF PROXY CARDS
999 999
999 999 99
|
!
|
|
|
|
|
|
FUND NAME PRINTS HERE
FUND NAME PRINTS HERE
|
PROXY FOR THE ANNUAL MEETING OF
STOCKHOLDERS ON MAY __, 2009
|
The undersigned appoints as proxies Robert Conti, Owen F.
McEntee, Jr. and Claudia A. Brandon, and each of them
(with power of substitution), to vote all the undersigneds shares
in 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. at
the Annual Meeting
of Stockholders to be held on May __, 2009, at _:__ _.m. Eastern Time
at the offices of
Neuberger Berman, LLC, 605 Third
Avenue, 41st Floor, New York, New York 10158-3698, and any adjournments or
postponements 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 card.
THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARDS OF DIRECTORS 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.
|
|
Signature (owner, joint owners,
trustee, custodian,
etc.)
|
(Please sign in the
box)
|
|
|
|
Please sign exactly as your name appears
hereon. If shares are held in the name of joint owners, either owner may
sign. Attorneys-in-fact, executors,
administrators, etc. should so indicate. 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.
|
|
|
i
|
i
|
NB -
F
|
The shares 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 PROPOSALS SPECIFIED BELOW. 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. If you are not voting by telephone or internet, please sign and
date this proxy on the reverse side and return it promptly in the enclosed
envelope.
i
|
Please fill in box(es) as shown using black or blue ink or
number 2 pencil.
x
|
i
|
|
PLEASE
DO NOT USE FINE POINT PENS.
|
|
This proxy card
is valid only when signed and dated.
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
|
|
|
|
|
|
All Funds:
To approve a new Management Agreement
between the Fund and a newly formed entity that will acquire the
assets of Neuberger Berman Management LLC (New NB
Management), to become effective upon consummation of the
proposed acquisition (the Proposed Acquisition) described in the
Proxy Statement.
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
All Funds:
To approve a new Sub-Advisory
Agreement with respect to the Fund between New NB Management and
Neuberger Berman, LLC (NB LLC), or a newly formed
entity that will acquire substantially all of the assets of NB
LLC, to become effective upon consummation of the
Proposed Acquisition.
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
For Neuberger Berman Income Opportunity Fund
Inc.:
To approve a new Sub-Advisory Agreement with respect
to Neuberger Berman Income Opportunity Fund Inc.
between New NB Management and Lehman Brothers Asset Management LLC,
to become effective upon consummation of the
Proposed
Acquisition.
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
All Funds:
To elect five Class I Directors to
serve on the Board of Directors of each Fund until the annual meeting
of stockholders in 2012, or until their successors are
elected and qualified.
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominees:
|
|
FOR
ALL
Nominees
Listed
|
WITHHOLD
AUTHORITY
To Vote
For
All
Nominees
Listed
|
FOR
ALL
Except As
Noted At
Left
|
|
|
|
|
|
|
|
|
|
(01)
Faith Colish
(02) Robert
Conti
|
(03) Michael M.
Knetter
(04) Cornelius T.
Ryan
|
(05) Peter P.
Trapp
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
|
|
*
Instruction: To withhold your vote for any individual nominee(s), mark
For All Except box and write the
nominees number(s)
on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
i
|
|
If you plan to attend the Meeting,
please call 1-800-877-9700.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
|
|
NB -
B
|
i
|
- 2 -
PROXY
TABULATOR
P.O. BOX
9112
FARMINGDALE, NY 11735
|
This form is your EzVote Consolidated Proxy. It reflects all
of your accounts registered to the same Social Security or Tax I.D. number
at this address. By voting and signing the Consolidated Proxy Card, you
are voting all of these accounts in the same manner as indicated on the
reverse side of the form.
|
|
|
|
999 999
999 999 99
|
!
|
PROXY FOR THE ANNUAL MEETING OF
STOCKHOLDERS ON MAY __, 2009
|
|
|
|
|
The undersigned appoints as proxies Robert Conti, Owen F.
McEntee, Jr. and Claudia A. Brandon, and each of them
(with power of substitution), to vote all the undersigneds shares
in 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. at
the Annual Meeting
of Stockholders to be held on May __, 2009, at _:__ _.m. Eastern Time
at the offices of
Neuberger Berman, LLC, 605 Third
Avenue, 41st Floor, New York, New York 10158-3698, and any adjournments or
postponements 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 card.
THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARDS OF DIRECTORS 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.
The shares 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 PROPOSALS SPECIFIED ON THE REVERSE SIDE. THIS PROXY ALSO
GRANTS DISCRETIONARY POWER TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
|
|
Signature (owner, joint owners,
trustee, custodian, etc.)
(Please sign in the box)
|
|
|
|
Please sign exactly as your name appears
hereon. If shares are held in the name of joint owners, either owner may
sign. Attorneys-in-fact, executors,
administrators, etc. should so indicate. 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.
|
|
|
i
|
i
|
- 3 -
NB - EZ
6
IF VOTING THE CONSOLIDATED
PROXY CARD DO NOT SIGN, DATE OR RETURN THE INDIVIDUAL BALLOTS
6
|
THREE EASY WAYS TO VOTE
|
To vote by Telephone
|
|
To vote by Internet
|
|
To vote by Mail
|
1) Read the Proxy Statement and have the
Consolidated Proxy Card at hand
2) Call
1-888-221-0697
3) Follow the recorded instructions
|
|
1) Read the Proxy Statement and have
the
Consolidated Proxy Card at hand
2) Go to
www.proxyweb.com
3) Follow the on-line instructions
|
|
1) Read the Proxy Statement
2) Check the appropriate boxes on the reverse
side
3) Sign and date the Proxy Card
4) Return the Proxy Card in the envelope
provided
|
IF YOU VOTE BY
TELEPHONE
OR
INTERNET,
DO NOT
MAIL YOUR
CARD.
Important Notice
Regarding the Availability of Proxy Materials for the Stockholder Meeting:
The Proxy Statement is available at
www.proxyweb.com
|
INDIVIDUAL BALLOTS
On the reverse side of this form (and
on accompanying pages, if necessary) you will find individual ballots, one for
each of your accounts. If you would wish to vote each of these accounts
separately, sign in the signature box below, mark each individual ballot to
indicate your vote, detach the form at the perforation above and return the
individual ballots portion only.
NOTE:
If you choose to vote each
account
separately,
do not
return the
Consolidated
Proxy Card above.
i
Signature (owner, joint owners, trustee,
custodian, etc.)
(Please sign in the box)
Please sign exactly as your name
appears
hereon. If shares are
held in the name of joint
owners,
either owner may sign.
Attorneys
-in-fact,
executors,
administrators,
etc. should so
indicate.
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.
i
NB - IND
- 4 -
Please fill in box(es) as shown using black or blue ink or
number 2 pencil.
x
PLEASE DO NOT USE FINE POINT
PENS.
|
|
i
|
i
|
Your vote is important no matter how many shares
you own. If you are not voting by telephone or internet, please
sign and date this proxy on the
reverse side and return it promptly in the enclosed
envelope.
|
|
|
|
|
|
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
|
|
|
|
|
|
1.
|
All Funds:
To approve a new Management Agreement
between the Fund and a newly formed entity that will acquire
the assets of Neuberger Berman Management LLC (New NB
Management), to become effective upon consummation of the
proposed acquisition (the Proposed Acquisition) described in the
Proxy Statement.
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
All Funds:
To approve a new Sub-Advisory
Agreement with respect to the Fund between New NB Management and
Neuberger Berman, LLC (NB LLC), or a newly formed
entity that will acquire substantially all of the assets of NB
LLC, to become effective upon consummation of the
Proposed Acquisition.
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Neuberger Berman Income Opportunity Fund
Inc.:
To approve a new Sub-Advisory Agreement with respect to
Neuberger Berman Income Opportunity Fund Inc.
between
New NB Management and Lehman Brothers Asset Management LLC, to become
effective upon consummation of
the Proposed
Acquisition.
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
All Funds:
To elect five Class I Directors to
serve on the Board of Directors of each Fund until the annual
meeting of stockholders in 2012, or until their successors are
elected and qualified.
Nominees:
|
|
FOR
ALL
Nominees
Listed
|
WITHHOLD
AUTHORITY
To Vote
For
All
Nominees
Listed
|
FOR
ALL
Except As
Noted At
Left
|
|
|
|
|
|
|
|
|
(01) Faith Colish
(02)
Robert Conti
(03) Michael M. Knetter
(04) Cornelius T. Ryan
(05)
Peter P. Trapp
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
|
|
Instruction: To withhold your vote for any
individual nominee(s), mark For All Except box and write the nominees
number(s) on the line provided
below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
i
|
|
PLEASE SIGN AND DATE ON THE REVERSE
SIDE.
|
NB
- EZ
|
i
|
|
6
IF VOTING THE CONSOLIDATED PROXY CARD
DO NOT SIGN, DATE OR RETURN THE INDIVIDUAL BALLOTS
6
|
- 5 -
INDIVIDUAL
FORMS
NOTE: IF YOU HAVE USED THE CONSOLIDATED PROXY CARD ABOVE, DO NOT
VOTE THE INDIVIDUAL FORMS
BELOW.
|
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
- 6 -
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
|
|
|
|
|
NB-IND
|
- 7 -
Please fill in
box(es)
as shown using black or
blue ink or
number
2 pencil.
PLEASE
DO NOT USE FINE
POINT
PENS.
x
INDIVIDUAL
FORMS
NOTE:
IF YOU HAVE USED
THE
CONSOLIDATED
PROXY
CARD,
DO NOT VOTE THE
INDIVIDUAL
FORMS
BELOW.
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
The
undersigned
appoints
as proxies Robert Conti, Owen F.
McEntee,
Jr. and
Claudia
A.
Brandon,
and each of them (with power of
substitution),
to
vote all the
undersigneds
shares in
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. at the Annual
Meeting
of
Stockholders
to be held on May __, 2009, at _:__ _.m. Eastern Time at the
offices of
Neuberger
Berman,
LLC, 605 Third
Avenue,
41st Floor, New York, New York 10158-3698, and any
adjournments
or
postponements
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 card.
THIS
PROXY
IS
BEING
SOLICITED
ON
BEHALF
OF THE
BOARDS
OF
DIRECTORS
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.
The shares
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
PROPOSALS
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 and return it
promptly
in the
enclosed
envelope.
- 8 -
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
- 9 -
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
- 10 -
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
- 11 -
Please fill in
box(es)
as shown using black or
blue ink or
number
2 pencil.
PLEASE
DO NOT USE FINE
POINT
PENS.
x
INDIVIDUAL
FORMS
NOTE:
IF YOU HAVE USED
THE
CONSOLIDATED
PROXY
CARD,
DO NOT VOTE THE
INDIVIDUAL
FORMS
BELOW.
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
- 12 -
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
- 13 -
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
- 14 -
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
|
000 0000000000 000
0
|
|
|
|
|
JOHN Q. PUBLIC
123 MAIN
STREET
ANYTOWN, MA
02030
FUND NAME PRINTS
HERE
TRUST NAME PRINTS HERE
|
|
999 999 999 999 99
!
|
|
|
|
For
|
Against
|
Abstain
|
|
1.
|
To approve a new Management Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
2.
|
To approve a new Sub-Advisory Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
3.
|
For Income Opportunity Fund: To approve a new Sub-Advisory
Agreement
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
4.
|
Election of elect five Class I Directors
(See
Instructions and Nominee list
on consolidated ballot.)
* EXCEPT
___________________________
|
|
For
All
o
|
Withhold
Authority
o
|
For All
Except
o
|
|
- 15 -
Neuberger Berman Dividend Advant (AMEX:NDD)
Historical Stock Chart
From Jun 2024 to Jul 2024
Neuberger Berman Dividend Advant (AMEX:NDD)
Historical Stock Chart
From Jul 2023 to Jul 2024