<DOCUMENT>
<TYPE>EX-99.2J
<SEQUENCE>10
<FILENAME>nb535522.txt
<DESCRIPTION>CUSTODIAN CONTRACT
<TEXT>
                               CUSTODIAN AGREEMENT

      This Agreement between NEUBERGER BERMAN INTERMEDIATE  MUNICIPAL FUND INC.,
a corporation  organized and existing  under the laws of Maryland and registered
with  the  Securities  and  Exchange  Commission  as a  diversified,  closed-end
management  investment  company  (the  "FUND"),  and STATE STREET BANK and TRUST
COMPANY, a Massachusetts trust company (the "CUSTODIAN"),

      WITNESSETH:  that in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:

SECTION 1.  EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
            -----------------------------------------------------

The Fund hereby employs the Custodian as the custodian of its assets,  including
securities  which the Fund desires to be held in places within the United States
("DOMESTIC  SECURITIES") and securities it desires to be held outside the United
States ("FOREIGN  SECURITIES").  The Fund agrees to deliver to the Custodian all
securities  and cash  owned by it,  and all  payments  of  income,  payments  of
principal or capital distributions received by it with respect to all securities
owned by it from time to time,  and the cash  consideration  received  by it for
such new or treasury  shares of stock of the Fund ("SHARES") as may be issued or
sold from time to time. The Custodian  shall not be responsible for any property
of the Fund held or received by the Fund and not delivered to the Custodian.

Upon  receipt  of  "PROPER  INSTRUCTIONS"  (as such term is defined in Section 6
hereof), the Custodian shall from time to time employ one or more sub-custodians
located in the United States,  but only in accordance with an applicable vote by
the Board of  *[Trustees/Directors] of the Fund (the "Board"). The Custodian may
employ as  sub-custodian  for the Fund's foreign  securities the foreign banking
institutions and foreign securities depositories designated in Schedules A and B
hereto, but only in accordance with the applicable  provisions of Sections 3 and
4. The Custodian shall have no more or less  responsibility  or liability to the
Fund on account of any actions or  omissions  of any  sub-custodian  so employed
than any such sub-custodian has to the Custodian.


SECTION 2.  DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD
            ------------------------------------------------------------------
            BY THE CUSTODIAN IN THE UNITED STATES
            -------------------------------------

      SECTION 2.1 HOLDING  SECURITIES.  The Custodian  shall hold and physically
segregate for the account of the Fund all non-cash property, to be held by it in
the United  States,  including all domestic  securities  owned by the Fund other
than  securities  which are  maintained  pursuant  to Section  2.8 in a clearing
agency  which  acts  as  a  securities  depository  or  in a  book-entry  system
authorized by the U.S.  Department  of the Treasury  (each,  a "U.S.  SECURITIES
SYSTEM").


<PAGE>

      SECTION 2.2  DELIVERY  OF  SECURITIES.  The  Custodian  shall  release and
deliver domestic securities owned by the Fund held by the Custodian or in a U.S.
Securities  System  account  of  the  Custodian  only  upon  receipt  of  Proper
Instructions,  which may be continuing  instructions when deemed  appropriate by
the parties, and only in the following cases:

      1)    Upon sale of such securities for the account of the Fund and
            receipt of payment therefor;

      2)    Upon the  receipt  of  payment  in  connection  with any  repurchase
            agreement related to such securities entered into by the Fund;

      3)    In the case of a sale effected through a U.S. Securities System,
            in accordance with the provisions of Section 2.8 hereof;

      4)    To the depository agent in connection with tender or other
            similar offers for securities of the Fund;

      5)    To the issuer thereof or its agent when such  securities are called,
            redeemed, retired or otherwise become payable; provided that, in any
            such case, the cash or other consideration is to be delivered to the
            Custodian;

      6)    To the issuer thereof,  or its agent,  for transfer into the name of
            the  Fund or  into  the  name  of any  nominee  or  nominees  of the
            Custodian  or into the name or nominee  name of any agent  appointed
            pursuant  to  Section  2.7 or into the name or  nominee  name of any
            sub-custodian appointed pursuant to Section 1; or for exchange for a
            different   number  of  bonds,   certificates   or  other   evidence
            representing  the same  aggregate  face  amount  or number of units;
            PROVIDED  that,  in any  such  case,  the new  securities  are to be
            delivered to the Custodian;

      7)    Upon the sale of such securities for the account of the Fund, to the
            broker or its clearing agent,  against a receipt, for examination in
            accordance with "street delivery" custom;  provided that in any such
            case, the Custodian  shall have no  responsibility  or liability for
            any loss  arising  from the  delivery  of such  securities  prior to
            receiving  payment for such securities  except as may arise from the
            Custodian's own negligence or willful misconduct;

      8)    For  exchange  or  conversion   pursuant  to  any  plan  of  merger,
            consolidation,  recapitalization,  reorganization or readjustment of
            the  securities  of the issuer of such  securities,  or  pursuant to
            provisions for conversion contained in such securities,  or pursuant
            to any deposit  agreement;  provided that, in any such case, the new
            securities and cash, if any, are to be delivered to the Custodian;


                                       2
<PAGE>

      9)    In the case of warrants, rights or similar securities, the surrender
            thereof  in  the  exercise  of  such  warrants,  rights  or  similar
            securities  or  the  surrender  of  interim  receipts  or  temporary
            securities  for  definitive  securities;  provided that, in any such
            case,  the new  securities  and cash, if any, are to be delivered to
            the Custodian;

      10)   For delivery in connection  with any loans of securities made by the
            Fund, BUT ONLY against receipt of adequate collateral as agreed upon
            from time to time by the Custodian and the Fund, which may be in the
            form of cash or obligations  issued by the United States government,
            its agencies or  instrumentalities,  except that in connection  with
            any loans for which  collateral is to be credited to the Custodian's
            account in the book-entry system  authorized by the U.S.  Department
            of  the  Treasury,   the  Custodian  will  not  be  held  liable  or
            responsible  for the delivery of securities  owned by the Fund prior
            to the receipt of such collateral;

      11)   For  delivery as security in  connection  with any  borrowing by the
            Fund  requiring  a pledge of assets  by the Fund,  BUT ONLY  against
            receipt of amounts borrowed;

      12)   For delivery in  accordance  with the  provisions  of any  agreement
            among the Fund, the Custodian and a broker-dealer  registered  under
            the  Securities  Exchange  Act of 1934  (the  "EXCHANGE  ACT") and a
            member of The  National  Association  of  Securities  Dealers,  Inc.
            ("NASD"),  relating  to  compliance  with the  rules of The  Options
            Clearing  Corporation  and of  any  registered  national  securities
            exchange, or of any similar organization or organizations, regarding
            escrow or other  arrangements in connection with transactions by the
            Fund;

      13)   For delivery in  accordance  with the  provisions  of any  agreement
            among the Fund, the  Custodian,  and a futures  commission  merchant
            registered under the Commodity  Exchange Act, relating to compliance
            with the rules of the Commodity Futures Trading Commission  ("CFTC")
            and/or  any  contract  market,   or  any  similar   organization  or
            organizations,   regarding   account  deposits  in  connection  with
            transactions by the Fund;

      14)   Upon receipt of  instructions  from the transfer  agent for the Fund
            (the "TRANSFER AGENT") for delivery to such Transfer Agent or to the
            holders of Shares in connection with  distributions  in kind, as may
            be  described  from time to time in the Fund's  currently  effective
            prospectus   and   statement   of   additional    information   (the
            "PROSPECTUS"),  in satisfaction of requests by holders of Shares for
            repurchase or redemption; and

      15)   For any other purpose,  BUT ONLY upon receipt of Proper Instructions
            specifying the securities of the Fund to be delivered and naming the
            person or persons to whom delivery of such securities shall be made.


                                       3
<PAGE>


      SECTION 2.3  REGISTRATION OF SECURITIES.  Domestic  securities held by the
Custodian (other than bearer  securities) shall be registered in the name of the
Fund  or in the  name  of any  nominee  of the  Fund  or of any  nominee  of the
Custodian  which nominee shall be assigned  exclusively to the Fund,  UNLESS the
Fund has authorized in writing the appointment of a nominee to be used in common
with other registered investment companies having the same investment advisor as
the Fund,  or in the name or nominee  name of any agent  appointed  pursuant  to
Section  2.7 or in the  name  or  nominee  name of any  sub-custodian  appointed
pursuant to Section 1. All securities accepted by the Custodian on behalf of the
Fund under the terms of this  Agreement  shall be in "street name" or other good
delivery  form.  If,  however,  the  Fund  directs  the  Custodian  to  maintain
securities in "street name",  the Custodian  shall utilize its best efforts only
to timely collect income due the Fund on such  securities and to notify the Fund
on a best efforts basis only of relevant  corporate actions  including,  without
limitation, pendency of calls, maturities, tender or exchange offers.

      SECTION  2.4 BANK  ACCOUNTS.  The  Custodian  shall  open and  maintain  a
separate  bank account or accounts in the United States in the name of the Fund,
subject only to draft or order by the Custodian  acting pursuant to the terms of
this  Agreement,  and shall  hold in such  account or  accounts,  subject to the
provisions  hereof, all cash received by it from or for the account of the Fund,
other than cash maintained by the Fund in a bank account established and used in
accordance with Rule 17f-3 under the Investment  Company Act of 1940, as amended
(the "1940 ACT").  Monies held by the Custodian for the Fund may be deposited by
it to its credit as Custodian in the banking  department  of the Custodian or in
such other banks or trust  companies as it may in its discretion  deem necessary
or desirable;  PROVIDED, however, that every such bank or trust company shall be
qualified  to act as a  custodian  under the 1940 Act and that each such bank or
trust  company  and the  monies  to be  deposited  with  each such bank or trust
company shall be approved by vote of a majority of the Board.  Such monies shall
be  deposited  by the  Custodian  in its  capacity  as  Custodian  and  shall be
withdrawable by the Custodian only in that capacity.

      SECTION 2.5  COLLECTION  OF INCOME.  Subject to the  provisions of Section
2.3, the Custodian shall collect on a timely basis all income and other payments
with respect to registered  domestic securities held hereunder to which the Fund
shall  be  entitled  either  by law or  pursuant  to  custom  in the  securities
business, and shall collect on a timely basis all income and other payments with
respect to bearer domestic  securities if, on the date of payment by the issuer,
such  securities are held by the Custodian or its agent thereof and shall credit
such income, as collected, to the Fund's custodian account. Without limiting the
generality of the foregoing,  the Custodian shall detach and present for payment
all coupons  and other  income  items  requiring  presentation  as and when they
become due and shall collect  interest when due on  securities  held  hereunder.
Income due the Fund on securities  loaned  pursuant to the provisions of Section
2.2 (10) shall be the  responsibility of the Custodian so long as the securities
are  registered  and  remain  in the name of the  Fund,  the  Custodian,  or its
nominee, or in the Depository Trust Company account of the Custodian,  but shall
otherwise be the  responsibility of the Fund. The Custodian will have no duty or


                                       4
<PAGE>

responsibility in connection therewith, other than to provide the Fund with such
information  or data as may be necessary to assist the Fund in arranging for the
timely  delivery  to the  Custodian  of the income to which the Fund is properly
entitled.

      SECTION 2.6 PAYMENT OF FUND MONIES.  Upon receipt of Proper  Instructions,
which may be continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out monies of the Fund in the following cases only:

      1)    Upon the purchase of domestic securities, options, futures contracts
            or options on futures contracts for the account of the Fund but only
            (a) against the delivery of such  securities or evidence of title to
            such options,  futures  contracts or options on futures contracts to
            the  Custodian  (or any bank,  banking firm or trust  company  doing
            business in the United States or abroad which is qualified under the
            1940  Act to act as a  custodian  and  has  been  designated  by the
            Custodian as its agent for this  purpose)  registered in the name of
            the Fund or in the name of a nominee of the Custodian referred to in
            Section 2.3 hereof or in proper form for  transfer;  (b) in the case
            of  a  purchase  effected  through  a  U.S.  Securities  System,  in
            accordance with the conditions set forth in Section 2.8 hereof;  (c)
            in the case of repurchase  agreements  entered into between the Fund
            and the Custodian,  or another bank, or a  broker-dealer  which is a
            member of NASD,  (i) against  delivery of the  securities  either in
            certificate  form or  through  an entry  crediting  the  Custodian's
            account at the Federal  Reserve  Bank with such  securities  or (ii)
            against delivery of the receipt  evidencing  purchase by the Fund of
            securities owned by the Custodian along with written evidence of the
            agreement by the Custodian to repurchase  such  securities  from the
            Fund;  or (d) for transfer to a time deposit  account of the Fund in
            any bank, whether domestic or foreign; such transfer may be effected
            prior  to  receipt  of a  confirmation  from  a  broker  and/or  the
            applicable  bank  pursuant to Proper  Instructions  from the Fund as
            defined herein;

      2)    In connection with  conversion,  exchange or surrender of securities
            owned by the Fund as set forth in Section 2.2 hereof;

      3)    For the redemption or repurchase of Shares issued as set forth in
            Section 5 hereof;

      4)    For the  payment of any expense or  liability  incurred by the Fund,
            including but not limited to the following  payments for the account
            of the Fund: interest, taxes, management, accounting, transfer agent
            and legal fees,  and  operating  expenses of the Fund whether or not
            such expenses are to be in whole or part  capitalized  or treated as
            deferred expenses;

      5)    For the payment of any dividends on Shares declared pursuant to
            the governing documents of the Fund;



                                       5
<PAGE>

      6)    For payment of the amount of dividends received in respect of
            securities sold short; and

      7)    For any other purpose,  BUT ONLY upon receipt of Proper Instructions
            specifying  the  amount of such  payment  and  naming  the person or
            persons to whom such payment is to be made.

      SECTION  2.7  LIABILITY  FOR  PAYMENT IN ADVANCE OF RECEIPT OF  SECURITIES
 PURCHASED.  Except as specifically  stated otherwise in this Agreement,  in any
 and every case where payment for purchase of domestic securities is made by the
 Custodian in advance of receipt of the  securities  purchased in the absence of
 specific  instructions from the Fund to so pay in advance,  the Custodian shall
 be absolutely  liable to the Fund for such  securities to the same extent as if
 the securities had been received by the Custodian.

      SECTION 2.8 APPOINTMENT OF AGENTS.  The Custodian may at any time or times
in its  discretion  appoint (and may at any time remove) any other bank or trust
company which is itself  qualified under the 1940 Act to act as a custodian,  as
its agent to carry out such of the provisions of this Section 2 as the Custodian
may from time to time direct;  PROVIDED,  however,  that the  appointment of any
agent shall not relieve the  Custodian of its  responsibilities  or  liabilities
hereunder.

      SECTION 2.9 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS.  The
Custodian may deposit and/or maintain securities owned by the Fund in a U.S.
Securities System subject to the following provisions:

      1)    The Custodian may keep  securities of the Fund in a U.S.  Securities
            System  provided that such  securities are represented in an account
            of the Custodian in the U.S. Securities System (the "U.S. SECURITIES
            SYSTEM  ACCOUNT")  which account shall not include any assets of the
            Custodian  other  than  assets  held as a  fiduciary,  custodian  or
            otherwise for customers;

      2)    The records of the Custodian with respect to securities of the
            Fund which are maintained in a U.S. Securities System shall
            identify by book-entry those securities belonging to the Fund;

      3)    The Custodian shall pay for securities  purchased for the account of
            the Fund upon (i) receipt of advice from the U.S.  Securities System
            that such  securities have been  transferred to the U.S.  Securities
            System  Account,  and (ii) the making of an entry on the  records of
            the  Custodian  to reflect such payment and transfer for the account
            of the Fund. The Custodian  shall transfer  securities  sold for the
            account  of the  Fund  upon  (i)  receipt  of  advice  from the U.S.
            Securities   System  that  payment  for  such  securities  has  been
            transferred  to the U.S.  Securities  System  Account,  and (ii) the
            making of an entry on the records of the  Custodian  to reflect such
            transfer  and  payment  for the  account of the Fund.  Copies of all
            advices from the U.S.  Securities  System of transfers of securities


                                       6
<PAGE>

            for the account of the Fund shall  identify the Fund,  be maintained
            for the Fund by the  Custodian  and be  provided  to the Fund at its
            request.   Upon  request,  the  Custodian  shall  furnish  the  Fund
            confirmation  of each transfer to or from the account of the Fund in
            the form of a written advice or notice and shall furnish to the Fund
            copies  of  daily   transaction   sheets   reflecting   each   day's
            transactions  in the U.S.  Securities  System for the account of the
            Fund;

      4)    The Custodian shall provide the Fund with any report obtained by
            the Custodian on the U.S. Securities System's accounting system,
            internal accounting control and procedures for safeguarding
            securities deposited in the U.S. Securities System;

      5)    Anything to the  contrary  in this  Agreement  notwithstanding,  the
            Custodian  shall be liable to the Fund for any loss or damage to the
            Fund resulting from use of the U.S.  Securities  System by reason of
            any negligence, misfeasance or misconduct of the Custodian or any of
            its agents or of any of its or their  employees  or from  failure of
            the Custodian or any such agent to enforce  effectively  such rights
            as it may have against the U.S.  Securities  System; at the election
            of the Fund,  it shall be entitled to be subrogated to the rights of
            the Custodian with respect to any claim against the U.S.  Securities
            System  or any  other  person  which  the  Custodian  may  have as a
            consequence of any such loss or damage if and to the extent that the
            Fund has not been made whole for any such loss or damage.

      SECTION  2.10  SEGREGATED  ACCOUNT.  The  Custodian  shall upon receipt of
Proper Instructions  establish and maintain a segregated account or accounts for
and on behalf of the Fund,  into which  account or accounts  may be  transferred
cash and/or  securities,  including  securities  maintained in an account by the
Custodian  pursuant to Section 2.9 hereof, (i) in accordance with the provisions
of any agreement  among the Fund, the Custodian and a  broker-dealer  registered
under  the  Exchange  Act and a member  of the NASD (or any  futures  commission
merchant  registered under the Commodity  Exchange Act),  relating to compliance
with  the  rules  of The  Options  Clearing  Corporation  and of any  registered
national securities exchange (or the CFTC or any registered contract market), or
of  any  similar  organization  or  organizations,  regarding  escrow  or  other
arrangements in connection  with  transactions by the Fund, (ii) for purposes of
segregating cash or government  securities in connection with options purchased,
sold or written by the Fund or commodity  futures  contracts or options  thereon
purchased or sold by the Fund,  (iii) for the purposes of compliance by the Fund
with the procedures required by Investment Company Act Release No. 10666, or any
subsequent release of the U.S.  Securities and Exchange  Commission (the "SEC"),
or  interpretative  opinion of the staff of the SEC, relating to the maintenance
of segregated  accounts by  registered  investment  companies,  and (iv) for any
other purpose upon receipt of Proper Instructions.


                                       7
<PAGE>

      SECTION 2.11 OWNERSHIP  CERTIFICATES FOR TAX PURPOSES. The Custodian shall
execute  ownership and other  certificates  and  affidavits  for all federal and
state tax purposes in connection  with receipt of income or other  payments with
respect to domestic  securities  of the Fund held by it and in  connection  with
transfers of securities.

      SECTION 2.12 PROXIES.  The Custodian  shall,  with respect to the domestic
securities  held  hereunder,  cause to be promptly  executed  by the  registered
holder of such  securities,  if the securities are registered  otherwise than in
the name of the Fund or a nominee of the Fund, all proxies,  without  indication
of the manner in which such proxies are to be voted,  and shall promptly deliver
to the Fund  such  proxies,  all  proxy  soliciting  materials  and all  notices
relating to such securities.

      SECTION 2.13  COMMUNICATIONS  RELATING TO FUND SECURITIES.  Subject to the
provisions of Section 2.3, the Custodian shall transmit promptly to the Fund all
written  information  (including,  without  limitation,  pendency  of calls  and
maturities  of  domestic  securities  and  expirations  of rights in  connection
therewith  and notices of  exercise of call and put options  written by the Fund
and the maturity of futures contracts purchased or sold by the Fund) received by
the  Custodian  from  issuers of the  securities  being held for the Fund.  With
respect to tender or exchange offers,  the Custodian shall transmit  promptly to
the Fund all written  information  received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party (or its agents)
making the tender or  exchange  offer.  If the Fund  desires to take action with
respect to any tender offer,  exchange  offer or any other similar  transaction,
the Fund shall (when  possible  using its best efforts)  notify the Custodian at
least three  business  days prior to the date on which the  Custodian is to take
such action.


SECTION 3.  PROVISIONS RELATING TO RULES 17F-5 AND 17F-7
            --------------------------------------------

      SECTION 3.1.      DEFINITIONS.  As used throughout this Agreement, the
following capitalized terms shall have the indicated meanings:

"Country  Risk" means all factors  reasonably  related to the  systemic  risk of
holding Foreign Assets in a particular  country  including,  but not limited to,
such  country's  political  environment,  economic and financial  infrastructure
(including  any  Eligible  Securities  Depository  operating  in  the  country),
prevailing  or  developing  custody  and  settlement  practices,  and  laws  and
regulations applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.

"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule
17f-5,  including a  majority-owned  or indirect  subsidiary  of a U.S. Bank (as
defined in Rule 17f-5),  a bank holding company  meeting the  requirements of an
Eligible Foreign  Custodian (as set forth in Rule 17f-5 or by other  appropriate
action of the SEC, or a foreign branch of a Bank (as defined in Section  2(a)(5)
of the 1940 Act) meeting the  requirements of a custodian under Section 17(f) of
the 1940 Act; the term does not include any Eligible Securities Depository.


                                       8
<PAGE>

"Eligible Securities  Depository" has the meaning set forth in section (b)(1) of
Rule 17f-7.

"Foreign  Assets"  means  any  of  the  Fund's  investments  (including  foreign
currencies)  for which the primary  market is outside the United States and such
cash and cash  equivalents  as are  reasonably  necessary  to effect  the Fund's
transactions in such investments.

"Foreign  Custody  Manager" has the meaning set forth in section  (a)(3) of Rule
17f-5.

"Rule 17f-5" means Rule 17f-5 promulgated under the 1940 Act.

"Rule 17f-7" means Rule 17f-7 promulgated under the 1940 Act.

      SECTION 3.2.      THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.
                        ----------------------------------------

            3.2.1  DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY  MANAGER.  The
Fund, by resolution  adopted by its Board,  hereby  delegates to the  Custodian,
subject to Section (b) of Rule  17f-5,  the  responsibilities  set forth in this
Section 3.2 with respect to Foreign Assets held outside the United  States,  and
the Custodian  hereby accepts such  delegation as Foreign Custody Manager of the
Fund.

            3.2.2  COUNTRIES  COVERED.  The  Foreign  Custody  Manager  shall be
responsible  for  performing the delegated  responsibilities  defined below only
with respect to the  countries  and custody  arrangements  for each such country
listed on Schedule A to this  Contract,  which list of countries  may be amended
from time to time by the Fund with the agreement of the Foreign Custody Manager.
The  Foreign  Custody  Manager  shall list on  Schedule A the  Eligible  Foreign
Custodians  selected  by the  Foreign  Custody  Manager to  maintain  the Fund's
assets,  which list of Eligible  Foreign  Custodians may be amended from time to
time in the sole discretion of the Foreign Custody Manager.  The Foreign Custody
Manager will provide  amended  versions of Schedule A in accordance with Section
3.2.5 hereof.

Upon the receipt by the Foreign Custody  Manager of Proper  Instructions to open
an  account  or to place or  maintain  Foreign  Assets  in a  country  listed on
Schedule A, and the  fulfillment by the Fund of the applicable  account  opening
requirements  for such country,  the Foreign  Custody Manager shall be deemed to
have been delegated by the Board  responsibility as Foreign Custody Manager with
respect to that country and to have accepted such delegation.  Execution of this
Agreement  by the Fund  shall be  deemed to be a Proper  Instruction  to open an
account,  or to place or maintain  Foreign  Assets,  in each  country  listed on
Schedule A in which the Custodian has previously  placed or currently  maintains
Foreign Assets  pursuant to the terms of the Contract.  Following the receipt of
Proper  Instructions  directing the Foreign Custody Manager to close the account
of the Fund with the Eligible Foreign Custodian  selected by the Foreign Custody
Manager in a designated country, the delegation by the Board to the Custodian as


                                       9
<PAGE>

Foreign  Custody Manager for that country shall be deemed to have been withdrawn
and the Custodian shall  immediately  cease to be the Foreign Custody Manager of
the Fund with respect to that country.

The  Foreign   Custody   Manager  may  withdraw  its   acceptance  of  delegated
responsibilities with respect to a designated country upon written notice to the
Fund.  Thirty days (or such longer period to which the parties agree in writing)
after  receipt  of any such  notice by the Fund,  the  Custodian  shall  have no
further  responsibility  in its capacity as Foreign  Custody Manager to the Fund
with respect to the country as to which the Custodian's acceptance of delegation
is withdrawn.

            3.2.3       SCOPE OF DELEGATED RESPONSIBILITIES:
                        -----------------------------------

      (a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of
this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign
Assets in the care of the  Eligible  Foreign  Custodian  selected by the Foreign
Custody  Manager in each  country  listed on Schedule A, as amended from time to
time. In performing its delegated responsibilities as Foreign Custody Manager to
place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign
Custody  Manager  shall  determine  that the  Foreign  Assets will be subject to
reasonable care, based on the standards  applicable to custodians in the country
in which the Foreign  Assets will be held by that  Eligible  Foreign  Custodian,
after  considering  all factors  relevant  to the  safekeeping  of such  assets,
including, without limitation the factors specified in Rule 17f-5(c)(1).

      (b)  CONTRACTS  WITH  ELIGIBLE  FOREIGN  CUSTODIANS.  The Foreign  Custody
Manager  shall  determine  that  the  contract  governing  the  foreign  custody
arrangements  with each  Eligible  Foreign  Custodian  selected  by the  Foreign
Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

      (c)  MONITORING.  In each  case  in  which  the  Foreign  Custody  Manager
maintains  Foreign  Assets with an Eligible  Foreign  Custodian  selected by the
Foreign Custody Manager, the Foreign Custody Manager shall establish a system to
monitor (i) the  appropriateness  of  maintaining  the Foreign  Assets with such
Eligible  Foreign  Custodian  and  (ii)  the  contract   governing  the  custody
arrangements  established  by the  Foreign  Custody  Manager  with the  Eligible
Foreign Custodian.  In the event the Foreign Custody Manager determines that the
custody  arrangements  with an Eligible Foreign Custodian it has selected are no
longer  appropriate,  the  Foreign  Custody  Manager  shall  notify the Board in
accordance with Section 3.2.5 hereunder.



                                       10
<PAGE>


            3.2.4  GUIDELINES  FOR THE  EXERCISE  OF  DELEGATED  AUTHORITY.  For
purposes of this Section 3.2, the Board shall be deemed to have  considered  and
determined to accept such Country Risk as is incurred by placing and maintaining
the Foreign Assets in each country for which the Custodian is serving as Foreign
Custody Manager of the Fund.

            3.2.5  REPORTING  REQUIREMENTS.  The Foreign  Custody  Manager shall
report the withdrawal of the Foreign Assets from an Eligible  Foreign  Custodian
and the placement of such Foreign Assets with another Eligible Foreign Custodian
by  providing  to the Board an  amended  Schedule  A at the end of the  calendar
quarter in which an amendment to such Schedule has occurred. The Foreign Custody
Manager shall make written  reports  notifying  the Board of any other  material
change in the foreign custody arrangements of the Fund described in this Section
3.2 after the occurrence of the material change.

            3.2.6  STANDARD OF CARE AS FOREIGN  CUSTODY  MANAGER OF THE FUND. In
performing the  responsibilities  delegated to it, the Foreign  Custody  Manager
agrees to exercise  reasonable  care,  prudence and  diligence  such as a person
having  responsibility  for the  safekeeping of assets of management  investment
companies registered under the 1940 Act would exercise.

            3.2.7  REPRESENTATIONS  WITH  RESPECT  TO RULE  17F-5.  The  Foreign
Custody  Manager  represents  to the Fund that it is a U.S.  Bank as  defined in
section  (a)(7) of Rule 17f-5.  The Fund  represents to the  Custodian  that the
Board  has  determined  that  it is  reasonable  for  the  Board  to rely on the
Custodian to perform the responsibilities delegated pursuant to this Contract to
the Custodian as the Foreign Custody Manager of the Fund.

            3.2.8  EFFECTIVE  DATE AND  TERMINATION  OF THE CUSTODIAN AS FOREIGN
CUSTODY  MANAGER.  The Board's  delegation to the  Custodian as Foreign  Custody
Manager of the Fund shall be effective as of the date hereof and shall remain in
effect until terminated at any time, without penalty, by written notice from the
terminating  party  to  the  non-terminating  party.   Termination  will  become
effective  thirty (30) days after receipt by the  non-terminating  party of such
notice.  The  provisions of Section 3.2.2 hereof shall govern the  delegation to
and  termination  of the Custodian as Foreign  Custody  Manager of the Fund with
respect to designated countries.

      SECTION 3.3 ELIGIBLE SECURITIES DEPOSITORIES.
                  --------------------------------

            3.3.1 ANALYSIS AND  MONITORING.  The Custodian shall (a) provide the
Fund (or its  duly-authorized  investment manager or investment advisor) with an
analysis  of the  custody  risks  associated  with  maintaining  assets with the
Eligible  Securities  Depositories  set forth on Schedule B hereto in accordance
with  section  (a)(1)(i)(A)  of Rule  17f-7,  and (b)  monitor  such  risks on a
continuing  basis,  and  promptly  notify  the  Fund  (or  its   duly-authorized
investment manager or investment  advisor) of any material change in such risks,
in accordance with section (a)(1)(i)(B) of Rule 17f-7.

                                       11
<PAGE>

            3.3.2 STANDARD OF CARE. The Custodian agrees to exercise  reasonable
care,  prudence  and  diligence  in  performing  the duties set forth in Section
3.3.1.



 SECTION 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD
            ------------------------------------------------------------------
            OUTSIDE THE UNITED STATES
            -------------------------

      SECTION 4.1 DEFINITIONS.  As used throughout this Agreement, the following
capitalized terms shall have the indicated meanings:

"Foreign  Securities System" means an Eligible  Securities  Depository listed on
Schedule B hereto.

"Foreign  Sub-Custodian"  means a  foreign  banking  institution  serving  as an
Eligible Foreign Custodian.

      SECTION 4.2. HOLDING SECURITIES. The Custodian shall identify on its books
as  belonging  to  the  Fund  the  foreign   securities  held  by  each  Foreign
Sub-Custodian  or Foreign  Securities  System.  The  Custodian  may hold foreign
securities  for all of its  customers,  including  the  Fund,  with any  Foreign
Sub-Custodian in an account that is identified as belonging to the Custodian for
the  benefit of its  customers,  provided  however,  that (i) the records of the
Custodian with respect to foreign securities of the Fund which are maintained in
such account shall identify those  securities as belonging to the Fund and (ii),
to the extent  permitted  and  customary  in the market in which the  account is
maintained,  the Custodian  shall require that securities so held by the Foreign
Sub-Custodian  be held separately from any assets of such Foreign  Sub-Custodian
or of other customers of such Foreign Sub-Custodian.

      SECTION 4.3.      FOREIGN SECURITIES SYSTEMS.  Foreign securities shall
be maintained in a Foreign Securities System in a designated country through
arrangements implemented by the Custodian or a Foreign Sub-Custodian, as
applicable, in such country.

      SECTION 4.4.      TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
                        ---------------------------------------

            4.4.1.  DELIVERY  OF  FOREIGN  ASSETS.  The  Custodian  or a Foreign
Sub-Custodian  shall release and deliver foreign  securities of the Fund held by
the Custodian or such Foreign  Sub-Custodian,  or in a Foreign Securities System
account,  only upon  receipt  of Proper  Instructions,  which may be  continuing
instructions when deemed  appropriate by the parties,  and only in the following
cases:

      (i)   upon the sale of such foreign  securities for the Fund in accordance
            with  commercially  reasonable  market practice in the country where
            such  foreign  securities  are held or  traded,  including,  without
            limitation:  (A) delivery  against  expectation  of receiving  later
            payment;  or (B) in the case of a sale  effected  through  a Foreign


                                       12
<PAGE>

            Securities  System,  in  accordance  with the  rules  governing  the
            operation of the Foreign Securities System;

      (ii)  in connection with any repurchase agreement related to foreign
            securities;

      (iii) to the depository agent in connection with tender or other
            similar offers for foreign securities of the Fund;

      (iv)  to the issuer thereof or its agent when such foreign  securities are
            called, redeemed, retired or otherwise become payable;

      (v)   to the issuer thereof,  or its agent,  for transfer into the name of
            the Custodian (or the name of the respective  Foreign  Sub-Custodian
            or of any nominee of the Custodian or such Foreign Sub-Custodian) or
            for exchange for a different number of bonds,  certificates or other
            evidence  representing  the same  aggregate face amount or number of
            units;

      (vi)  to brokers,  clearing banks or other clearing agents for examination
            or trade execution in accordance  with market custom;  provided that
            in  any  such  case  the   Foreign   Sub-Custodian   shall  have  no
            responsibility  or liability  for any loss arising from the delivery
            of such  securities  prior to receiving  payment for such securities
            except as may arise from the Foreign  Sub-Custodian's own negligence
            or willful misconduct;

      (vii) for  exchange  or  conversion   pursuant  to  any  plan  of  merger,
            consolidation,  recapitalization,  reorganization or readjustment of
            the  securities  of the issuer of such  securities,  or  pursuant to
            provisions for conversion contained in such securities,  or pursuant
            to any deposit agreement;

      (viii)in the case of warrants,  rights or similar foreign securities,  the
            surrender  thereof  in the  exercise  of such  warrants,  rights  or
            similar securities or the surrender of interim receipts or temporary
            securities for definitive securities;

      (ix)  for delivery as security in connection with any borrowing by the
            Fund requiring a pledge of assets by the Fund;

      (x)   in connection with trading in options and futures contracts,
            including delivery as original margin and variation margin;

      (xi)  in connection with the lending of foreign securities; and

      (xii) for any other purpose,  but only upon receipt of Proper Instructions
            specifying  the foreign  securities  to be delivered  and naming the
            person or persons to whom delivery of such securities shall be made.


                                       13
<PAGE>

            4.4.2.PAYMENT OF FUND MONIES.  Upon receipt of Proper  Instructions,
which may be continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out, or direct the respective  Foreign  Sub-Custodian or the
respective  Foreign  Securities  System  to pay out,  monies  of the Fund in the
following cases only:

      (i)   upon the purchase of foreign securities for the Fund, unless
            otherwise directed by Proper Instructions, by (A) delivering
            money to the seller thereof or to a dealer therefor (or an agent
            for such seller or dealer) against expectation of receiving later
            delivery of such foreign securities; or (B) in the case of a
            purchase effected through a Foreign Securities System, in
            accordance with the rules governing the operation of such Foreign
            Securities System;

      (ii)  in connection with the conversion, exchange or surrender of
            foreign securities of the Fund;

      (iii) for the payment of any expense or liability  of the Fund,  including
            but  not  limited  to  the  following  payments:   interest,  taxes,
            investment  advisory  fees,  transfer  agency fees,  fees under this
            Contract, legal fees, accounting fees, and other operating expenses;

      (iv)  for the  purchase or sale of foreign  exchange  or foreign  exchange
            contracts  for the Fund,  including  transactions  executed  with or
            through the Custodian or its Foreign Sub-Custodians;

      (v)   in connection with trading in options and futures contracts,
            including delivery as original margin and variation margin;

      (vi)  for payment of part or all of the dividends received in respect
            of securities sold short;

      (vii) in connection with the borrowing or lending of foreign
            securities; and

      (viii)for any other purpose,  but only upon receipt of Proper Instructions
            specifying  the  amount of such  payment  and  naming  the person or
            persons to whom such payment is to be made.

            4.4.3.  MARKET  CONDITIONS.  Notwithstanding  any  provision of this
Contract to the contrary, settlement and payment for Foreign Assets received for
the  account of the Fund and  delivery  of  Foreign  Assets  maintained  for the
account of the Fund may be effected in accordance with the customary established
securities  trading or  processing  practices  and  procedures in the country or
market  in  which  the  transaction  occurs,   including,   without  limitation,
delivering  Foreign Assets to the purchaser  thereof or to a dealer therefor (or
an agent for such purchaser or dealer) with the  expectation of receiving  later
payment for such Foreign Assets from such purchaser or dealer.


                                       14
<PAGE>

The Custodian shall provide to the Board the information with respect to custody
and settlement  practices in countries in which the Custodian  employs a Foreign
Sub-Custodian  described  on Schedule C hereto at the time or times set forth on
such Schedule.  The Custodian may revise Schedule C from time to time,  provided
that  no  such  revision   shall  result  in  the  Board  being   provided  with
substantively less information than had been previously provided hereunder.

      SECTION 4.5.  REGISTRATION OF FOREIGN  SECURITIES.  The foreign securities
maintained  in  the  custody  of a  Foreign  Sub-Custodian  (other  than  bearer
securities)  shall be  registered  in the name of the Fund or in the name of the
Custodian  or in the  name of any  Foreign  Sub-Custodian  or in the name of any
nominee of the foregoing,  and the Fund agrees to hold any such nominee harmless
from any  liability  as a holder  of  record  of such  foreign  securities.  The
Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities
on behalf of the Fund under the terms of this  Contract  unless the form of such
securities  and the manner in which they are delivered  are in  accordance  with
reasonable market practice.

      SECTION 4.6 BANK  ACCOUNTS.  The Custodian  shall identify on its books as
belonging to the Fund cash  (including cash  denominated in foreign  currencies)
deposited  with the  Custodian.  Where the  Custodian is unable to maintain,  or
market practice does not facilitate the maintenance of, cash on the books of the
Custodian,  a bank  account  or bank  accounts  shall be opened  and  maintained
outside  the United  States on behalf of the Fund with a Foreign  Sub-Custodian.
All accounts referred to in this Section shall be subject only to draft or order
by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant
to the  terms of this  Agreement  to hold  cash  received  by or from or for the
account of the Fund.  Cash  maintained on the books of the Custodian  (including
its branches, subsidiaries and affiliates), regardless of currency denomination,
is maintained in bank accounts  established  under,  and subject to the laws of,
The Commonwealth of Massachusetts.

      SECTION 4.7.  COLLECTION  OF INCOME.  The Custodian  shall use  reasonable
commercial  efforts to collect all income and other payments with respect to the
Foreign  Assets held  hereunder  to which the Fund shall be  entitled  and shall
credit such income, as collected,  to the Fund. In the event that  extraordinary
measures are required to collect such income,  the Fund and the Custodian  shall
consult as to such  measures  and as to the  compensation  and  expenses  of the
Custodian relating to such measures.

      SECTION 4.8  SHAREHOLDER  RIGHTS.  With respect to the foreign  securities
held pursuant to this Section 4, the Custodian  will use  reasonable  commercial
efforts to  facilitate  the  exercise  of voting and other  shareholder  rights,
subject always to the laws, regulations and practical constraints that may exist
in the country where such  securities  are issued.  The Fund  acknowledges  that
local conditions,  including lack of regulation, onerous procedural obligations,
lack of notice and other  factors may have the effect of severely  limiting  the
ability of the Fund to exercise shareholder rights.

      SECTION 4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES.  The Custodian
shall  transmit  promptly  to the  Fund  written  information  with  respect  to
materials received by the Custodian via the Foreign  Sub-Custodians from issuers


                                       15
<PAGE>

of the foreign  securities  being held for the  account of the Fund  (including,
without  limitation,  pendency of calls and maturities of foreign securities and
expirations  of rights  in  connection  therewith).  With  respect  to tender or
exchange  offers,  the  Custodian  shall  transmit  promptly to the Fund written
information  with respect to materials so received by the Custodian from issuers
of the foreign  securities  whose tender or exchange is sought or from the party
(or its agents) making the tender or exchange offer.  The Custodian shall not be
liable for any untimely exercise of any tender, exchange or other right or power
in connection with foreign  securities or other property of the Fund at any time
held by it unless (i) the Custodian or the respective  Foreign  Sub-Custodian is
in  actual  possession  of such  foreign  securities  or  property  and (ii) the
Custodian  receives Proper  Instructions with regard to the exercise of any such
right or power,  and both (i) and (ii) occur at least three  business days prior
to the date on which the  Custodian is to take action to exercise  such right or
power.

      SECTION 4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant
to which the  Custodian  employs a Foreign  Sub-Custodian  shall,  to the extent
possible,  require the Foreign  Sub-Custodian to exercise reasonable care in the
performance of its duties,  and to indemnify,  and hold harmless,  the Custodian
from and against any loss, damage, cost, expense, liability or claim arising out
of or in  connection  with  the  Foreign  Sub-Custodian's  performance  of  such
obligations.  At the Fund's  election,  it shall be entitled to be subrogated to
the  rights  of the  Custodian  with  respect  to any  claims  against a Foreign
Sub-Custodian  as a  consequence  of  any  such  loss,  damage,  cost,  expense,
liability  or claim if and to the  extent  that the Fund has not been made whole
for any such loss, damage, cost, expense, liability or claim.

      SECTION  4.11 TAX LAW.  The  Custodian  shall  have no  responsibility  or
liability  for any  obligations  now or  hereafter  imposed  on the  Fund or the
Custodian as custodian of the Fund by the tax law of the United States or of any
state or political  subdivision  thereof.  It shall be the responsibility of the
Fund to notify  the  Custodian  of the  obligations  imposed  on the Fund or the
Custodian as custodian of the Fund by the tax law of countries  other than those
mentioned in the above sentence,  including  responsibility  for withholding and
other taxes,  assessments  or other  governmental  charges,  certifications  and
governmental reporting.  The sole responsibility of the Custodian with regard to
such tax law shall be to use reasonable  efforts to assist the Fund with respect
to any claim for  exemption or refund  under the tax law of countries  for which
the Fund has provided such information.

      SECTION 4.12.  LIABILITY OF CUSTODIAN.  The Custodian  shall be liable for
the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth
with respect to  sub-custodians  generally in the Contract  and,  regardless  of
whether  assets are  maintained in the custody of a Foreign  Sub-Custodian  or a
Foreign  Securities  System,  the  Custodian  shall not be liable  for any loss,
damage,  cost,  expense,  liability  or claim  resulting  from  nationalization,
expropriation,  currency restrictions, or acts of war or terrorism, or any other
loss where the Sub-Custodian has otherwise acted with reasonable care.


                                       16
<PAGE>


SECTION 5.  PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES
            ----------------------------------------------------------

The  Custodian  shall  receive from the  distributor  for the Shares or from the
Transfer Agent and deposit into the Fund's account such payments as are received
for Shares  thereof  issued or sold from time to time by the Fund. The Custodian
will  provide  timely  notification  to the Fund and the  Transfer  Agent of any
receipt by it of payments for Shares of the Fund.

From such funds as may be available for the purpose,  the Custodian shall,  upon
receipt of  instructions  from the  Transfer  Agent,  make funds  available  for
payment to holders of Shares who have  delivered to the Transfer Agent a request
for redemption or repurchase of their Shares.  In connection with the redemption
or  repurchase  of  Shares,   the  Custodian  is  authorized   upon  receipt  of
instructions  from the  Transfer  Agent to wire funds to or through a commercial
bank designated by the redeeming shareholders. In connection with the redemption
or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian
by a holder of  Shares,  which  checks  have been  furnished  by the Fund to the
holder of Shares,  when  presented  to the  Custodian  in  accordance  with such
procedures  and controls as are  mutually  agreed upon from time to time between
the Fund and the Custodian.


SECTION 6.  PROPER INSTRUCTIONS
            -------------------

Proper Instructions, which may also be standing instructions, as used throughout
this Agreement, shall mean instructions received by the Custodian from the Fund,
the Fund's investment  manager,  or a person or entity duly authorized by either
of them. Such  instructions may be in writing signed by the authorized person or
persons  or may be in a tested  communication  or in a  communication  utilizing
access codes effected between electro-mechanical or electronic devices or may be
by such other means and utilizing such intermediary systems and utilities as may
be agreed to from time to time by the  Custodian and the person or entity giving
such instructions,  provided that the Fund has followed any security  procedures
agreed to from time to time by the Fund and the  Custodian,  including,  but not
limited to, the security  procedures  selected by the Fund in the Funds Transfer
Addendum  to  this  Agreement.  Oral  instructions  will  be  considered  Proper
Instructions if the Custodian  reasonably  believes them to have been given by a
person  authorized  to give such  instructions  with respect to the  transaction
involved. The Fund shall cause all oral instructions to be confirmed in writing.
For purposes of this Section,  Proper  Instructions  shall include  instructions
received by the Custodian pursuant to any multi-party agreement which requires a
segregated asset account in accordance with Section 2.10 of this Agreement.  The
Fund shall  cause its duly  authorized  officer to certify to the  Custodian  in
writing the names and specimen  signatures of persons  authorized to give Proper
Instructions.  The  Custodian  shall be entitled to rely upon the  identity  and
authority  of such  persons  until  it  receives  notice  from  the  Fund to the
contrary.


SECTION 7.  ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY
            -------------------------------------------

The Custodian may in its discretion, without express authority from the Fund:


                                       17
<PAGE>

      1)    make  payments  to itself or others for minor  expenses  of handling
            securities or other similar items  relating to its duties under this
            Agreement, PROVIDED that all such payments shall be accounted for to
            the Fund;

      2)    surrender securities in temporary form for securities in
            definitive form;

      3)    endorse for collection, in the name of the Fund, checks, drafts
            and other negotiable instruments; and

      4)    in general,  attend to all  non-discretionary  details in connection
            with the sale, exchange, substitution,  purchase, transfer and other
            dealings  with the  securities  and  property  of the Fund except as
            otherwise directed by the Board.


SECTION 8.  EVIDENCE OF AUTHORITY
            ---------------------

The  Custodian  shall be  protected  in acting  upon any  instructions,  notice,
request,  consent,  certificate or other instrument or paper reasonably believed
by it to be genuine  and to have been  properly  executed by or on behalf of the
Fund.  The Custodian may receive and accept a copy of a resolution of the Board,
certified by the  Secretary or an  Assistant  Secretary of the Fund  ("CERTIFIED
RESOLUTION"),  as conclusive  evidence (a) of the authority of any person to act
in accordance with such resolution or (b) of any  determination or of any action
by the  Board  as  described  in such  resolution,  and such  resolution  may be
considered as in full force and effect until receipt by the Custodian of written
notice to the contrary.

SECTION 9.  DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND
            -------------------------------------------------------------
            CALCULATION OF NET ASSET VALUE AND NET INCOME
            ---------------------------------------------

The Custodian  shall  cooperate  with and supply  necessary  information  to the
entity or  entities  appointed  by the Board to keep the books of account of the
Fund and/or compute the net asset value per Share of the outstanding  Shares or,
if  directed  in writing to do so by the Fund,  shall  itself keep such books of
account  and/or  compute  such net asset value per Share.  If so  directed,  the
Custodian  shall also calculate daily the net income of the Fund as described in
the  Prospectus  and shall advise the Fund and the  Transfer  Agent daily of the
total  amounts of such net income and, if instructed in writing by an officer of
the Fund to do so, shall advise the Transfer Agent  periodically of the division
of such net income among its various  components.  The  calculations  of the net
asset value per Share and the daily income of the Fund shall be made at the time
or times described from time to time in the Prospectus.


                                       18
<PAGE>

SECTION 10. RECORDS
            -------

The Custodian  shall create and maintain all records  relating to its activities
and obligations under this Agreement in such manner as will meet the obligations
of the Fund under the 1940 Act, with particular  attention to Section 31 thereof
and Rules 31a-1 and 31a-2 thereunder.  All such records shall be the property of
the Fund  and  shall at all  times  during  the  regular  business  hours of the
Custodian  be open for  inspection  by duly  authorized  officers,  employees or
agents of the Fund and employees and agents of the SEC. The Custodian  shall, at
the Fund's request, supply the Fund with a tabulation of securities owned by the
Fund and held by the  Custodian and shall,  when  requested to do so by the Fund
and for such  compensation  as shall be  agreed  upon  between  the Fund and the
Custodian, include certificate numbers in such tabulations.


SECTION 11. OPINION OF FUND'S INDEPENDENT ACCOUNTANT
            ----------------------------------------

The Custodian  shall take all  reasonable  action,  as the Fund may from time to
time  request,  to obtain from year to year  favorable  opinions from the Fund's
independent  accountants with respect to its activities  hereunder in connection
with the  preparation  of the Fund's  Form N-2,  and Form N-SAR or other  annual
reports to the SEC and with respect to any other requirements thereof.


SECTION 12. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS
            -------------------------------------------------

The Custodian  shall provide the Fund, at such times as the Fund may  reasonably
require,  with  reports by  independent  public  accountants  on the  accounting
system, internal accounting control and procedures for safeguarding  securities,
other  assets,  futures  contracts and options on futures  contracts,  including
securities  deposited and/or maintained in a U.S. Securities System or a Foreign
Securities System, relating to the services provided by the Custodian under this
Agreement;  such reports, shall be of sufficient scope and in sufficient detail,
as may reasonably be required by the Fund to provide  reasonable  assurance that
any material inadequacies would be disclosed by such examination,  and, if there
are no such inadequacies, the reports shall so state.


SECTION 13. COMPENSATION OF CUSTODIAN
            -------------------------

The Custodian shall be entitled to reasonable  compensation for its services and
expenses as Custodian, as agreed upon from time to time between the Fund and the
Custodian.


SECTION 14. RESPONSIBILITY OF CUSTODIAN
            ---------------------------

So long as and to the extent that it is in the exercise of reasonable  care, the
Custodian shall not be responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or delivered by it pursuant
to this Agreement and shall be held harmless in acting upon any notice, request,
consent, certificate or other instrument reasonably believed by it to be genuine
and to be  signed  by  the  proper  party  or  parties,  including  any  futures


                                       19

<PAGE>

commission  merchant  acting  pursuant to the terms of a three-party  futures or
options  agreement.  The  Custodian  shall be held to the exercise of reasonable
care in  carrying  out the  provisions  of this  Agreement,  but  shall  be kept
indemnified  by and shall be without  liability to the Fund for any action taken
or  omitted  by  it  in  good  faith  without  negligence,   including,  without
limitation,  acting  in  accordance  with any  Proper  Instruction.  It shall be
entitled to rely on and may act upon  advice of counsel  (who may be counsel for
the  Fund)  on all  matters,  and  shall be  without  liability  for any  action
reasonably  taken or omitted  pursuant to such advice.  The  Custodian  shall be
without  liability  to the  Fund  for any  loss,  liability,  claim  or  expense
resulting  from or caused by anything  which is part of Country Risk (as defined
in   Section  3   hereof),   including   without   limitation   nationalization,
expropriation,  currency  restrictions,  or acts of war,  revolution,  riots  or
terrorism.

Except as may arise from the Custodian's  own  negligence,  bad faith or willful
misconduct or the negligence or willful  misconduct of a sub-custodian or agent,
the Custodian  shall be without  liability to the Fund for any loss,  liability,
claim or expense resulting from or caused by; (i) events or circumstances beyond
the  reasonable  control of the  Custodian or any  sub-custodian  or  Securities
System or any  agent or  nominee  of any of the  foregoing,  including,  without
limitation,  the  interruption,  suspension or  restriction of trading on or the
closure of any securities  market,  power or other  mechanical or  technological
failures or interruptions,  computer viruses or communications disruptions, work
stoppages,  natural  disasters,  or other similar events or acts; (ii) errors by
the Fund or its  duly-authorized  investment  manager or  investment  advisor in
their  instructions  to the Custodian  provided such  instructions  have been in
accordance with this Agreement;  (iii) the insolvency of or acts or omissions by
a  Securities  System;  (iv)  any  delay  or  failure  of any  broker,  agent or
intermediary,  central bank or other commercially  prevalent payment or clearing
system to deliver to the Custodian's sub-custodian or agent securities purchased
or in the remittance or payment made in connection with securities sold; (v) any
delay or  failure  of any  company,  corporation,  or other  body in  charge  of
registering or transferring  securities in the name of the Custodian,  the Fund,
the Custodian's  sub-custodians,  nominees or agents or any consequential losses
arising  out of such delay or  failure to  transfer  such  securities  including
non-receipt  of bonus,  dividends  and rights and other  accretions or benefits;
(vi) delays or  inability  to perform  its duties due to any  disorder in market
infrastructure with respect to any particular security or Securities System; and
(vii) any  provision of any present or future law or  regulation or order of the
United  States of  America,  or any state  thereof,  or any  other  country,  or
political subdivision thereof or of any court of competent jurisdiction.

The  Custodian  shall  be  liable  for  the  acts  or  omissions  of  a  Foreign
Sub-Custodian  (as  defined in Section 4 hereof) to the same extent as set forth
with respect to sub-custodians generally in this Agreement.

If the  Fund  requires  the  Custodian  to  take  any  action  with  respect  to
securities,  which action  involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Fund being  liable for the payment of money or  incurring  liability of some
other form, the Fund, as a prerequisite  to requiring the Custodian to take such


                                       20
<PAGE>

action,  shall  provide  indemnity  to  the  Custodian  in an  amount  and  form
satisfactory to it.

If the Fund requires the Custodian,  its affiliates,  subsidiaries or agents, to
advance  cash or  securities  for any  purpose  (including  but not  limited  to
securities settlements, foreign exchange contracts and assumed settlement) or in
the event that the  Custodian  or its nominee  shall  incur or be  assessed  any
taxes, charges, expenses,  assessments, claims or liabilities in connection with
the  performance  of this  Agreement,  except  such as may arise from its or its
nominee's own negligent action,  negligent failure to act or willful misconduct,
any  property  at any time held for the  account of the Fund  shall be  security
therefor and should the Fund fail to repay the Custodian promptly, the Custodian
shall be entitled to utilize  available cash and to dispose of the Fund's assets
to the extent necessary to obtain reimbursement.

In no event shall the Custodian be liable for indirect, special or consequential
damages.


SECTION 15. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT
            -------------------------------------------

This Agreement  shall become  effective as of its  execution,  shall continue in
full force and effect until terminated as hereinafter  provided,  may be amended
at any time by mutual  agreement of the parties  hereto and may be terminated by
either party by an instrument in writing delivered or mailed, postage prepaid to
the other  party,  such  termination  to take effect not sooner than thirty (30)
days after the date of such  delivery or mailing;  PROVIDED,  however,  that the
Fund  shall  not amend or  terminate  this  Agreement  in  contravention  of any
applicable federal or state regulations, or any provision of the Fund's Articles
of Incorporation,  and further provided, that the Fund may at any time by action
of its Board (i)  substitute  another bank or trust company for the Custodian by
giving notice as described above to the Custodian, or (ii) immediately terminate
this Agreement in the event of the  appointment of a conservator or receiver for
the Custodian by the Comptroller of the Currency or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of competent
jurisdiction.

Upon  termination  of the  Agreement,  the Fund shall pay to the Custodian  such
compensation as may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements.


SECTION 16. SUCCESSOR CUSTODIAN
            -------------------

If a  successor  custodian  for the Fund shall be  appointed  by the Board,  the
Custodian shall,  upon termination,  deliver to such successor  custodian at the
office  of the  Custodian,  duly  endorsed  and in the  form for  transfer,  all
securities  of the Fund  then held by it  hereunder  and  shall  transfer  to an
account of the successor  custodian all of the  securities of the Fund held in a
Securities System.


                                       21
<PAGE>

If no such successor custodian shall be appointed,  the Custodian shall, in like
manner,  upon  receipt of a Certified  Resolution,  deliver at the office of the
Custodian and transfer such securities, funds and other properties in accordance
with such resolution.

In the  event  that no  written  order  designating  a  successor  custodian  or
Certified Resolution shall have been delivered to the Custodian on or before the
date when such termination shall become effective, then the Custodian shall have
the right to deliver to a bank or trust company, which is a "bank" as defined in
the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of
its own selection,  having an aggregate capital, surplus, and undivided profits,
as  shown by its last  published  report,  of not  less  than  $25,000,000,  all
securities,  funds and other properties held by the Custodian  hereunder and all
instruments  held by the Custodian  relative thereto and all other property held
by it under this  Agreement on behalf of the Fund, and to transfer to an account
of such successor  custodian all of the Fund's securities held in any Securities
System.  Thereafter,  such bank or trust  company  shall be the successor of the
Custodian under this Agreement.

In  the  event  that  securities,  funds  and  other  properties  remain  in the
possession  of the  Custodian  after  the date of  termination  hereof  owing to
failure of the Fund to procure the  Certified  Resolution to appoint a successor
custodian, the Custodian shall be entitled to fair compensation for its services
during such period as the Custodian retains possession of such securities, funds
and other properties and the provisions of this Agreement relating to the duties
and obligations of the Custodian shall remain in full force and effect.


SECTION 17. INTERPRETIVE AND ADDITIONAL PROVISIONS
            --------------------------------------

In connection with the operation of this  Agreement,  the Custodian and the Fund
may from time to time agree on such provisions interpretive of or in addition to
the  provisions  of this  Agreement as may in their joint  opinion be consistent
with the general tenor of this  Agreement.  Any such  interpretive or additional
provisions  shall be in a writing  signed by both  parties  and shall be annexed
hereto,  PROVIDED  that no such  interpretive  or  additional  provisions  shall
contravene any applicable  federal or state  regulations or any provision of the
Fund's Articles of Incorporation.  No interpretive or additional provisions made
as provided in the preceding sentence shall be deemed to be an amendment of this
Agreement.


SECTION 18. MASSACHUSETTS LAW TO APPLY
            --------------------------

This Agreement shall be construed and the provisions  thereof  interpreted under
and in accordance with laws of The Commonwealth of Massachusetts.



                                       22
<PAGE>

SECTION 19. PRIOR AGREEMENTS
            ----------------

This  Agreement  supersedes  and  terminates,  as of the date hereof,  all prior
Agreements  between  the Fund and the  Custodian  relating to the custody of the
Fund's assets.


SECTION 20. NOTICES.
            -------

Any notice,  instruction or other instrument  required to be given hereunder may
be delivered in person to the offices of the parties as set forth herein  during
normal business hours or delivered prepaid registered mail or by telex, cable or
telecopy to the parties at the  following  addresses or such other  addresses as
may be notified by any party from time to time.

To the Fund:            NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC.
                        605 Third Avenue
                        New York, NY 10158
                        Attention: Frederic Soule
                        Telephone: 212-476-8130
                        Telecopy: 212-476-8939


To the Custodian:       STATE STREET BANK AND TRUST COMPANY
                        2 Avenue de Lafayette
                        Boston, MA  02111
                        Attention: Robert F. Dempsey
                        Telephone: 617-662-2246
                        Telecopy: 617-662-1838

Such notice, instruction or other instrument shall be deemed to have been served
in the case of a registered letter at the expiration of five business days after
posting,  in the case of cable twenty-four hours after dispatch and, in the case
of telex, immediately on dispatch and if delivered outside normal business hours
it shall be deemed to have been  received at the next time after  delivery  when
normal  business hours  commence and in the case of cable,  telex or telecopy on
the  business  day after the  receipt  thereof.  Evidence  that the  notice  was
properly  addressed,  stamped and put into the post shall be conclusive evidence
of posting.


SECTION 21. REPRODUCTION OF DOCUMENTS
            -------------------------

This Agreement and all schedules, addenda, exhibits,  attachments and amendments
hereto  may  be  reproduced  by  any   photographic,   photostatic,   microfilm,
micro-card,  miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original  is in  existence  and whether or not such  reproduction  was made by a
party in the regular course of business, and that any enlargement,  facsimile or


                                       23
<PAGE>

further  reproduction  of such  reproduction  shall  likewise be  admissible  in
evidence.

SECTION 22. REMOTE ACCESS SERVICES ADDENDUM
            -------------------------------

The  Custodian  and the Fund agree to be bound by the terms of the Remote Access
Services Addendum attached hereto.

SECTION 23. SHAREHOLDER COMMUNICATIONS ELECTION
            -----------------------------------

SEC Rule 14b-2 requires banks which hold securities for the account of customers
to respond to requests by issuers of  securities  for the names,  addresses  and
holdings  of  beneficial  owners of  securities  of that issuer held by the bank
unless  the  beneficial  owner has  expressly  objected  to  disclosure  of this
information.  In order to comply with the rule, the Custodian  needs the Fund to
indicate  whether  it  authorizes  the  Custodian  to provide  the Fund's  name,
address,  and share position to requesting  companies whose  securities the Fund
owns. If the Fund tells the Custodian  "no", the Custodian will not provide this
information to requesting  companies.  If the Fund tells the Custodian  "yes" or
does not check either "yes" or "no" below, the Custodian is required by the rule
to treat  the Fund as  consenting  to  disclosure  of this  information  for all
securities  owned by the Fund or any funds or accounts  established by the Fund.
For the Fund's protection,  the Rule prohibits the requesting company from using
the Fund's name and address for any purpose other than corporate communications.
Please  indicate  below  whether the Fund consents or objects by checking one of
the alternatives below.

YES    [ ]   The Custodian is  authorized  to release the Fund's name,  address,
             and share positions.

NO     [X]   The  Custodian  is not  authorized  to  release  the  Fund's  name,
             address, and share positions.

SECTION 24.  CONFIDENTIALITY.  The  Custodian  agrees  that all books,  records,
information  and data pertaining to the business of the Fund which are exchanged
or received  pursuant to the negotiation or carrying out of this Agreement shall
remain confidential,  shall not be disclosed to any other person,  except as may
be required by law,  regulation  or order by a court of competent  jurisdiction,
and shall not be used by the custodian  for any purpose not directly  related to
the business of the Fund, except with the Fund's written consent.

SECTION 24 ASSIGNMENT.  Neither the Fund nor the Custodian  shall have the right
to assign any of its rights or  obligations  under this  Agreement  without  the
prior written  consent of the other party,  such consent not to be  unreasonably
withheld.


                                       24
<PAGE>













                  [Remainder of page left intentionally blank]





                                       25
<PAGE>
      IN WITNESS  WHEREOF,  each of the parties has caused this instrument to be
executed in its name and behalf by its duly  authorized  representative  and its
seal to be hereunder affixed as of September 19, 2002.

NEUBERGER BERMAN INTERMEDIATE             FUND SIGNATURE  ATTESTED TO BY:
MUNICIPAL FUND INC.


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

Name:                                     Name:
      -------------------------                 -------------------------

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




STATE STREET BANK AND TRUST COMPANY       SIGNATURE ATTESTED TO BY:


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

Name:  JOSEPH L. HOOLEY                   Name:
      -------------------------                 -------------------------

Title: EXECUTIVE VICE PRESIDENT           Title:
       -------------------------                 ------------------------


<PAGE>

             REMOTE ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT


      ADDENDUM to that certain  Custodian  Agreement  dated as of September  __,
2002 (the "Custodian  Agreement") between Neuberger Berman New York Intermediate
Municipal  Fund Inc. (the  "Customer")  and State Street Bank and Trust Company,
including its subsidiaries and affiliates ("State Street").

      State Street has developed and utilizes  proprietary  accounting and other
systems in conjunction  with the custodian  services which State Street provides
to the Customer.  In this regard,  State Street maintains certain information in
databases  under its  control  and  ownership  which it makes  available  to its
customers (the "Remote Access Services").

The Services
------------

State  Street  agrees to provide the  Customer,  and its  designated  investment
advisors,  consultants  or  other  third  parties  authorized  by  State  Street
("Authorized  Designees") with access to In-SightSM as described in Exhibit A or
such  other  systems  as may be offered  from time to time (the  "System")  on a
remote basis.

Security Procedures
-------------------

The Customer  agrees to comply and to cause its Authorized  Designees to comply,
with  remote  access   operating   standards  and   procedures   and  with  user
identification  or  other  password  control  requirements  and  other  security
procedures  as may be issued  from time to time by State  Street  for use of the
System and access to the Remote Access  Services.  The Customer agrees to advise
State  Street  immediately  in the event that it learns or has reason to believe
that any person to whom it has given  access to the System or the Remote  Access
Services has  violated or intends to violate the terms of this  Addendum and the
Customer  will  cooperate  with  State  Street in  seeking  injunctive  or other
equitable  relief.  The  Customer  agrees to  discontinue  use of the System and
Remote Access  Services,  if requested,  for any security reasons cited by State
Street.

Fees
----

Fees and charges for the use of the System and the Remote  Access  Services  and
related  payment  terms  shall be as set forth in the  Custody  Fee  Schedule in
effect from time to time between the parties (the "Fee Schedule").  The Customer
shall be responsible  for any tariffs,  duties or taxes imposed or levied by any
government or governmental agency by reason of the transactions  contemplated by
this Addendum,  including,  without limitation,  federal, state and local taxes,
use, value added and personal  property  taxes (other than income,  franchise or
similar  taxes  which may be imposed or  assessed  against  State  Street).  Any
claimed  exemption  from such  tariffs,  duties or taxes shall be  supported  by
properly documented evidence delivered to State Street.

Proprietary Information/Injunctive Relief
-----------------------------------------

The  System and  Remote  Access  Services  described  herein and the  databases,
computer   programs,   screen  formats,   report  formats,   interactive  design
techniques,   formulae,   processes,  systems,  software,  knowhow,  algorithms,


                                       i
<PAGE>


programs,  training aids, printed materials,  methods,  books,  records,  files,
documentation  and other  information  made  available  to the Customer by State
Street as part of the Remote  Access  Services and through the use of the System
and all copyrights, patents, trade secrets and other proprietary rights of State
Street related thereto are the exclusive,  valuable and confidential property of
State Street and its relevant  licensors (the  "Proprietary  Information").  The
Customer  agrees on behalf of itself and its  Authorized  Designees  to keep the
Proprietary  Information  confidential  and to limit access to its employees and
Authorized  Designees  (under a similar  duty of  confidentiality)  who  require
access to the System for the purposes intended. The foregoing shall not apply to
Proprietary  Information  in the  public  domain or  required  by law to be made
public.

The Customer  agrees to use the Remote Access  Services only in connection  with
the proper  purposes of this Addendum.  The Customer will not, and will use best
efforts to cause its employees and  Authorized  Designees not to, (i) permit any
third party to use the System or the Remote Access  Services,  (ii) sell,  rent,
license  or  otherwise  use the  System or the  Remote  Access  Services  in the
operation  of a  service  bureau  or for any  purpose  other  than as  expressly
authorized  under  this  Addendum,  (iii) use the  System or the  Remote  Access
Services  for any fund,  trust or other  investment  vehicle  without  the prior
written  consent  of  State  Street,  or (iv)  allow or  cause  any  information
transmitted  from State  Street's  databases,  including  data from third  party
sources,  available through use of the System or the Remote Access Services,  to
be published,  redistributed or retransmitted for other than use or on behalf of
the Customer, as State Street's customer.

The Customer agrees that neither it nor its Authorized Designees will modify the
System in any way; enhance or otherwise  create  derivative works based upon the
System;  nor  will the  Customer  or  Customer's  Authorized  Designees  reverse
engineer,  decompile or  otherwise  attempt to secure the source code for all or
any part of the System.

The Customer acknowledges that the disclosure of any Proprietary Information, or
of any  information  which at law or equity ought to remain  confidential,  will
immediately  give  rise  to  continuing   irreparable  injury  to  State  Street
inadequately  compensable  in  damages  at law and that  State  Street  shall be
entitled to obtain immediate  injunctive relief against the breach or threatened
breach of any of the  foregoing  undertakings,  in  addition  to any other legal
remedies which may be available.

Limited Warranties
------------------

State Street  represents  and warrants that it is the owner of and has the right
to grant  access  to the  System  and to  provide  the  Remote  Access  Services
contemplated herein.  Because of the nature of computer information  technology,
including  but not  limited to the use of the  Internet,  and the  necessity  of
relying upon third party sources, and data and pricing information obtained from
third parties,  the System and Remote Access  Services are provided "AS IS", and
the Customer and its Authorized  Designees  shall be solely  responsible for the
investment  decisions,  results  obtained,  regulatory  reports  and  statements
produced  using the  Remote  Access  Services.  State  Street  and its  relevant
licensors will not be liable to the Customer or its Authorized Designees for any
direct or  indirect,  special,  incidental,  punitive or  consequential  damages
arising  out of or in any way  connected  with the System or the  Remote  Access
Services,  nor shall either party be  responsible  for delays or  nonperformance


                                       ii
<PAGE>


under  this  Addendum  arising  out of any cause or event  beyond  such  party's
control.

State Street will take  reasonable  steps to ensure that its products (and those
of its third-party  suppliers) reflect the available state of the art technology
to offer products that are Year 2000 compliant,  including,  but not limited to,
century  recognition of dates,  calculations that correctly compute same century
and multi century  formulas and date values,  and interface  values that reflect
the data issues arising between now and the next  one-hundred  years, and if any
changes are  required,  State Street will make the changes to its products at no
cost to you  and in a  commercially  reasonable  time  frame  and  will  require
third-party  suppliers  to do likewise.  The  Customer  will do likewise for its
systems.

EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS
RELEVANT LICENSORS,  EXPRESSLY  DISCLAIMS ANY AND ALL WARRANTIES  CONCERNING THE
SYSTEM AND THE  SERVICES TO BE RENDERED  HEREUNDER,  WHETHER  EXPRESS OR IMPLIED
INCLUDING,  WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

Infringement
------------

State Street will defend or, at our option,  settle any claim or action  brought
against  the  Customer  to the extent  that it is based upon an  assertion  that
access to the System or use of the Remote Access  Services by the Customer under
this  Addendum  constitutes  direct  infringement  of any patent or copyright or
misappropriation  of a trade secret,  provided that the Customer  notifies State
Street  promptly in writing of any such claim or proceeding and cooperates  with
State  Street in the defense of such claim or  proceeding.  Should the System or
the Remote  Access  Services or any part thereof  become,  or in State  Street's
opinion be likely to become,  the subject of a claim of infringement or the like
under any  applicable  patent or copyright  or trade  secret laws,  State Street
shall have the right,  at State  Street's  sole  option,  to (i) procure for the
Customer the right to continue  using the System or the Remote Access  Services,
(ii)  replace or modify the System or the  Remote  Access  Services  so that the
System or the Remote Access Services becomes  noninfringing,  or (iii) terminate
this Addendum without further obligation.

Termination
-----------

Either party to the Custodian  Agreement may terminate this Addendum (i) for any
reason by giving the other  party at least  one-hundred  and eighty  (180) days'
prior written notice in the case of notice of termination by State Street to the
Customer or thirty (30) days'  notice in the case of notice from the Customer to
State Street of termination,  or (ii) immediately for failure of the other party
to comply in a material  respect  with any  material  term and  condition of the
Addendum by giving the other party written notice of termination.  This Addendum
shall in any event  terminate  within ninety (90) days after the  termination of
the Custodian Agreement.  In the event of termination,  the Customer will return
to State Street all copies of documentation and other  confidential  information
in  its  possession  or in  the  possession  of its  Authorized  Designees.  The
foregoing  provisions  with respect to  confidentiality  and  infringement  will
survive termination for a period of three (3) years.

                                      iii

<PAGE>

Miscellaneous
-------------

This Addendum and the exhibits hereto constitute the entire understanding of the
parties to the Custodian  Agreement with respect to access to the System and the
Remote Access Services.  This Addendum cannot be modified or altered except in a
writing  duly  executed by each of State  Street and the  Customer  and shall be
governed by and construed in  accordance  with the laws of the  Commonwealth  of
Massachusetts.

By its execution of the Custodian Agreement, the Customer accepts responsibility
for its  and  its  Authorized  Designees'  compliance  with  the  terms  of this
Addendum.


                                       iv

<PAGE>


                                    EXHIBIT A

                                       TO

             REMOTE ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT
             ------------------------------------------------------

                                  IN-SIGHT(SM)
                           System Product Description


In-Sight(SM)  provides bilateral  information  delivery,  interoperability,  and
on-line  access to State  Street.  In-Sight(SM)  allows  users a single point of
entry into State Street's  diverse  systems and  applications.  Reports and data
from systems such as Investment Policy Monitor(SM),  Multicurrency  Horizon(SM),
Securities Lending,  Performance & Analytics,  and Electronic Trade Delivery can
be accessed through In-Sight(SM).  This Internet-enabled application is designed
to run from a Web browser and perform  across  low-speed data lines or corporate
high-speed  backbones.  In-Sight(SM)  also  offers  users  a  flexible  toolset,
including  an  ad-hoc  query  function,  a  custom  graphics  package,  a report
designer,  and  a  scheduling  capability.  Data  and  reports  offered  through
In-Sight(SM)  will continue to increase in direct  proportion  with the customer
roll out,  as it is viewed as the  information  delivery  system  will grow with
State Street's customers.






                                       v




<PAGE>
                                                               [GRAPHIC OMITTED]

                             FUNDS TRANSFER ADDENDUM

OPERATING GUIDELINES
--------------------

1.   OBLIGATION OF THE SENDER: State Street is authorized to promptly debit
Client's account(s) upon the receipt of a payment order in compliance with the
selected Security Procedure chosen for funds transfer and in the amount of money
that State Street has been instructed to transfer. State Street shall execute
payment orders in compliance with the Security Procedure and with the Client's
instructions on the execution date provided that such payment order is received
by the customary deadline for processing such a request, unless the payment
order specifies a later time. All payment orders and communications received
after this time will be deemed to have been received on the next business day.

2.   SECURITY PROCEDURE: The Client acknowledges that the Security Procedure it
has designated on the Selection Form was selected by the Client from Security
Procedures offered by State Street. The Client agrees that the Security
Procedures are reasonable and adequate for its wire transfer transactions and
agrees to be bound by any payment orders, amendments and cancellations, whether
or not authorized, issued in its name and accepted by State Street after being
confirmed by any of the selected Security Procedures. The Client also agrees to
be bound by any other valid and authorized payment order accepted by State
Street. The Client shall restrict access to confidential information relating to
the Security Procedure to authorized persons as communicated in writing to State
Street. The Client must notify State Street immediately if it has reason to
believe unauthorized persons may have obtained access to such information or of
any change in the Client's authorized personnel. State Street shall verify the
authenticity of all instructions according to the Security Procedure.

3.   ACCOUNT NUMBERS: State Street shall process all payment orders on the basis
of the account number contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the account
number, the account number shall take precedence and govern. Financial
institutions that receive payment orders initiated by State Street at the
instruction of the Client may also process payment orders on the basis of
account numbers, regardless of any name included in the payment order. State
Street will also rely on any financial institution identification numbers
included in any payment order, regardless of any financial institution name
included in the payment order.

4.   REJECTION: State Street reserves the right to decline to process or delay
the processing of a payment order which (a) is in excess of the collected
balance in the account to be charged at the time of State Street's receipt of
such payment order; (b) if initiating such payment order would cause State
Street, in State Street's sole judgment, to exceed any volume, aggregate dollar,
network, time, credit or similar limits upon wire transfers which are applicable
to State Street; or (c) if State Street, in good faith, is unable to satisfy
itself that the transaction has been properly authorized.

5.   CANCELLATION OR AMENDMENT: State Street shall use reasonable efforts to act
on all authorized requests to cancel or amend payment orders received in
compliance with the Security Procedure provided that such requests are received
in a timely manner affording State Street reasonable opportunity to act.
However, State Street assumes no liability if the request for amendment or
cancellation cannot be satisfied.

6.   ERRORS: State Street shall assume no responsibility for failure to detect
any erroneous payment order provided that State Street complies with the payment
order instructions as received and State Street complies with the Security
Procedure. The Security Procedure is established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.

7.   INTEREST AND LIABILITY LIMITS: State Street shall assume no responsibility
for lost interest with respect to the refundable amount of any unauthorized
payment order, unless State Street is notified of the unauthorized payment order
within thirty (30) days of notification by State Street of the acceptance of
such payment order. In no event shall State Street be liable for special,
indirect or consequential damages, even if advised of the possibility of such
damages and even for failure to execute a payment order.

8.   AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When
a Client initiates or receives ACH credit and debit entries pursuant to these
Guidelines and the rules of the National Automated Clearing House Association
and the New England Clearing House Association, State Street will act as an
Originating Depository Financial Institution and/or Receiving Depository
Institution, as the case may be, with respect to such entries. Credits given by
State Street with respect to an ACH credit entry are provisional until State
Street receives final settlement for such entry from the Federal Reserve Bank.
If State Street does not receive such final settlement, the Client agrees that
State Street shall receive a refund of the amount credited to the Client in
connection with such entry, and the party making payment to the Client via such
entry shall not be deemed to have paid the amount of the entry.

9.  CONFIRMATION STATEMENTS: Confirmation of State Street's execution of
payment orders shall ordinarily be provided within 24 hours. Notice may be
delivered through State Street's proprietary information systems, such as, but
not limited to Horizon and GlobalQuest(R), account statements, advices, or by
facsimile or callback. The Client must report any objections to the execution of
a payment order within 30 days.


                                       1
<PAGE>



                                                               [GRAPHIC OMITTED]

                             FUNDS TRANSFER ADDENDUM


10.  LIABILITY ON FOREIGN ACCOUNTS: State Street shall not be required to repay
any deposit made at a non-U.S. branch of State Street, or any deposit made with
State Street and denominated in a non-U.S. dollar currency, if repayment of such
deposit or the use of assets denominated in the non-U.S. dollar currency is
prevented, prohibited or otherwise blocked due to: (a) an act of war,
insurrection or civil strife; (b) any action by a non-U.S. government or
instrumentality or authority asserting governmental, military or police power of
any kind, whether such authority be recognized as a defacto or a dejure
government, or by any entity, political or revolutionary movement or otherwise
that usurps, supervenes or otherwise materially impairs the normal operation of
civil authority; or(c) the closure of a non-U.S. branch of State Street in order
to prevent, in the reasonable judgment of State Street, harm to the employees or
property of State Street. The obligation to repay any such deposit shall not be
transferred to and may not be enforced against any other branch of State Street.

The foregoing provisions constitute the disclosure required by Massachusetts
General Laws, Chapter 1 67D, Section 36.

While State Street is not obligated to repay any deposit made at a non-U.S.
branch or any deposit denominated in a non-U.S. currency during tie period in
which its repayment has been prevented, prohibited or otherwise blocked, State
Street will repay such deposit when and if all circumstances preventing,
prohibiting or otherwise blocking repayment cease to exist.

11.  MISCELLANEOUS: State Street and the Client agree to cooperate to attempt to
recover any funds erroneously paid to the wrong party or parties, regardless of
any fault of State Street or the Client, but the party responsible for the
erroneous payment shall bear all costs and expenses incurred in trying to effect
such recovery. These Guidelines may not be amended except by a written agreement
signed by the parties.


                                       2

<PAGE>
                                                               [GRAPHIC OMITTED]

                             FUNDS TRANSFER ADDENDUM


SECURITY PROCEDURE(S) SELECTION FORM
------------------------------------
Please select one or more of the funds transfer security procedures indicated
below.

[ ]SWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a
cooperative society owned and operated by member financial institutions that
provides telecommunication services for its membership. Participation is limited
to securities brokers and dealers, clearing and depository institutions,
recognized exchanges for securities, and investment management institutions.
SWIFT provides a number of security features through encryption and
authentication to protect against unauthorized access, loss or wrong delivery of
messages, transmission errors, loss of confidentiality and fraudulent changes to
messages. SWIFT is considered to be one of the most secure and efficient
networks for the delivery of funds transfer instructions. Selection of this
security procedure would be most appropriate for existing SWIFT members.

[ ]STANDING INSTRUCTIONS
Standing Instructions may be used where funds are transferred to a broker on the
Client's established list of brokers with which it engages in foreign exchange
transactions. Only the date, the currency and the currency amount are variable.
In order to establish this procedure, State Street will send to the Client a
list of the brokers that State Street has determined are used by the Client. The
Client will confirm the list in writing, and State Street will verify the
written confirmation by telephone. Standing Instructions will be subject to a
mutually agreed upon limit If the payment order exceeds the established limit,
the Standing Instruction will be confirmed by telephone prior to execution.

[ ]REMOTE BATCH TRANSMISSION
Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data
communications between the Client and State Street. Security procedures include
encryption and or the use of a test key by those individuals authorized as
Automated Batch Verifiers. Clients selecting this option should have an existing
facility for completing CPU-CPU transmissions. This delivery mechanism is
typically used for high-volume business.

[ ]GLOBAL HORIZON INTERCHANGE(SM) FUNDS TRANSFER SERVICE
Global Horizon Interchange Funds Transfer Service (FTS) is a State Street
proprietary microcomputer-based wire initiation system. FTS enables Clients to
electronically transmit authenticated Fedwire, CHIPS or internal book transfer
instructions to State Street This delivery mechanism is most appropriate for
Clients with a low-to-medium number of transactions (5-75 per day), allowing
Clients to enter, batch, and review wire transfer instructions on their PC prior
to release to State Street.

[ ]TELEPHONE CONFIRMATION (CALLBACK)
Telephone confirmation will be used to verify all non-repetitive funds transfer
instructions received via untested facsimile or phone. This procedure requires
Clients to designate individuals as authorized initiators and authorized
verifiers. State Street will verify that the instruction contains the signature
of an authorized person and prior to execution, will contact someone other than
the originator at the Client's location to authenticate the instruction.
Selection of this alternative is appropriate for Clients who do not have the
capability to use other security procedures.

[ ]REPETITIVE WIRES
For situations where funds are transferred periodically (minimum of one
instruction per calendar quarter) from an existing authorized account to the
same payee (destination bank and account number) and only the date and currency
amount are variable, a repetitive wire may be implemented. Repetitive wires will
be subject to a mutually agreed upon limit. If the payment order exceeds the
established limit, the instruction will be confirmed by telephone prior to
execution. Telephone confirmation is used to establish this process. Repetitive
wire instructions must be reconfirmed annually. This alternative is recommended
whenever funds are frequently transferred between the same two accounts.

[ ]TRANSFERS INITIATED BY FACSIMILE
The Client faxes wire transfer instructions directly to State Street Mutual Fund
Services. Standard security procedure requires the use of a random number test
key for all transfers. Every six months the Client receives test key logs from
State Street. The test key contains alpha-numeric characters, which the Client
puts on each document faxed to State Street. This procedure ensures all wire
instructions received via fax are authorized by the Client. We provide this
option for Clients who wish to batch wire instructions and transmit these as a
group to State Street Mutual Fund Services once or several times a day.

[ ]AUTOMATED CLEARING HOUSE (ACH)


                                       3

<PAGE>
                                                               [GRAPHIC OMITTED]

                             FUNDS TRANSFER ADDENDUM


State Street receives an automated transmission or a magnetic tape from a Client
for the initiation of payment (credit) or collection (debit) transactions
through the ACH network. The transactions contained on each transmission or tape
must be authenticated by the Client. Clients using ACH must select one or more
of the following delivery options:


[ ]GLOBAL HORIZON INTERCHANGE AUTOMATED CLEARING HOUSE SERVICE
Transactions are created on a microcomputer, assembled into batches and
delivered to State Street via fully authenticated electronic transmissions in
standard NACHA formats.

[ ]Transmission from Client PC to State Street Mainframe with Telephone Callback


[ ]Transmission from Client Mainframe to State Street Mainframe with Telephone
   Callback

[ ]Transmission from DST Systems to State Street Mainframe with Encryption


[ ]Magnetic Tape Delivered to State Street with Telephone Callback


State Street is hereby instructed to accept funds transfer instructions only via
the delivery methods and security procedures indicated. The selected delivery
methods and security procedure(s) will be effective_____________________________
for payment orders initiated by our organization.


KEY CONTACT INFORMATION

Whom shall we contact to implement your selection(s)?

CLIENT OPERATIONS CONTACT                       ALTERNATE CONTACT

------------------------------            ---------------------------------
      Name                                          Name

------------------------------            ---------------------------------
      Address                                       Address

------------------------------            ---------------------------------
      City/State/Zip Code                           City/State/Zip Code

------------------------------            ---------------------------------
      Telephone Number                              Telephone Number

------------------------------            ---------------------------------
      Facsimile Number                              Facsimile Number

------------------------------
      SWIFT Number

------------------------------
      Telex Number

                                       4


<PAGE>


                                                               [GRAPHIC OMITTED]


                             FUNDS TRANSFER ADDENDUM


INSTRUCTION(S)
--------------

TELEPHONE CONFIRMATION
----------------------

FUND                  Neuberger Berman Intermediate Municipal Fund Inc.
                      -------------------------------------------------
INVESTMENT ADVISER    Neuberger Berman Management Inc.
                      --------------------------------
AUTHORIZED INITIATORS
   Please Type or Print

PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE CURRENTLY
AUTHORIZED TO INITIATE WIRE TRANSFER INSTRUCTIONS TO STATE STREET:
<TABLE>
<CAPTION>

NAME                              TITLE (Specify whether position            SPECIMEN SIGNATURE
                                  is with Fund or Investment
                                  Adviser)
<S>                               <C>                                   <C>

----------------------------      -------------------------             ---------------------------

----------------------------      -------------------------             ---------------------------

----------------------------      -------------------------             ---------------------------

----------------------------      -------------------------             ---------------------------

----------------------------      -------------------------             ---------------------------
</TABLE>


AUTHORIZED VERIFIERS
   Please Type or Print

Please provide a listing of Fund officers or other individuals who will be
CALLED BACK to verify the initiation of repetitive wires of $10 million or more
and all non-repetitive wire instructions:

<TABLE>
<CAPTION>

NAME                              CALLBACK PHONE NUMBER                      DOLLAR LIMITATION (IF ANY)
<S>                               <C>                                   <C>

----------------------------      -------------------------             -------------------------------

----------------------------      -------------------------             -------------------------------

----------------------------      -------------------------             -------------------------------

----------------------------      -------------------------             -------------------------------
</TABLE>


                                       5


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