<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>13
<FILENAME>nb526807.txt
<DESCRIPTION>EXHIBIT 99.2K(3) FEE WAIVER AGREEMENT
<TEXT>
                NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC.

                                605 Third Avenue
                          New York, New York 10158-0180



September __, 2002

Neuberger Berman Management Inc.
605 Third Avenue, 2nd Floor
New York, New York  10158-0180

Dear Ladies and Gentlemen:

      Neuberger Berman  Intermediate  Municipal Fund Inc.  ("Fund"),  a Maryland
corporation,  has entered into a Management  Agreement with you dated  September
__,  2002.  Under  the  Management  Agreement,  the  Fund  agrees  to pay  you a
management fee (the  "Management  Fee") payable on a monthly basis at the annual
rate of 0.25% of the Fund's average daily total assets minus  liabilities  other
than the aggregate  indebtedness entered into for purposes of leverage ("Managed
Assets"). (The liquidation preference of any preferred shares issued by the Fund
is not a liability.)

      In  consideration  of the  Fund  agreeing  to enter  into  the  Management
Agreement  with you,  you  hereby  agree to waive  payment  of a portion  of the
Management Fee, according to the following schedule:

FISCAL PERIOD                       PERCENTAGE WAIVED (ANNUAL RATE AS A
ENDING OCTOBER 31,                  PERCENTAGE OF MANAGED ASSETS)
------------------                  ------------------------------------

      2002....................................    0.25%
      2003....................................    0.25%
      2004....................................    0.25%
      2005....................................    0.25%
      2006....................................    0.25%
      2007....................................    0.25%
      2008....................................    0.20%
      2009....................................    0.15%
      2010....................................    0.10%
      2011....................................    0.05%

      You agree that the Fund will not be required to reimburse  you for amounts
waived pursuant to this agreement.  The Fund agrees to furnish or otherwise make
available to you such copies of its  financial  statements,  reports,  and other

<PAGE>

information relating to its business and affairs as you may, at any time or from
time to time, reasonably request in connection with this Agreement.

      This agreement is made and to be performed principally in the State of New
York, and except insofar as the Investment  Company Act of 1940, as amended,  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.  Any  amendment  to this  agreement  shall be in  writing
signed by the parties hereto.

      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 INTERMEDIATE MUNICIPAL
                                    FUND INC.



                                    By:
                                        -----------------------------------

                                    Title:
                                           ----------------------------------

The foregoing agreement is hereby accepted as of September __, 2002.

NEUBERGER BERMAN MANAGEMENT INC.




By:
    -----------------------------------

Title:
       ----------------------------------

</TEXT>
</DOCUMENT>
