<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>14
<FILENAME>nb535698.txt
<DESCRIPTION>EXHIBIT 99.2K(4) COMPENSATION AGREEMENT
<TEXT>
                        ADDITIONAL COMPENSATION AGREEMENT



      ADDITIONAL COMPENSATION AGREEMENT (the "Agreement"), dated as of September
27, 2002,  between Merrill Lynch & Co.,  Merrill Lynch,  Pierce,  Fenner & Smith
Incorporated  ("Merrill  Lynch")  and  Neuberger  Berman  Management  Inc.  ("NB
Management").

      WHEREAS,  Neuberger Berman Intermediate Municipal Fund Inc. (including any
successor by merger or otherwise, the "Fund") is a newly organized, diversified,
closed-end management investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act"),  and its common shares are  registered
under the Securities Act of 1933, as amended; and

      WHEREAS, NB Management is the investment advisor of the Fund;

      WHEREAS,  Merrill Lynch is acting as lead  underwriter  in an offering
of the Fund's common shares;

      WHEREAS,  NB  Management  desires to provide  additional  compensation  to
Merrill Lynch for acting as lead underwriter in an offering of the Fund's common
shares; and

      WHEREAS,  NB  Management  desires  to  retain  Merrill  Lynch  to  provide
after-market support services designed to maintain the visibility of the Fund on
an ongoing basis, and Merrill Lynch is willing to render such services;

      NOW,  THEREFORE,  in  consideration of the mutual terms and conditions set
forth below, the parties hereto agree as follows:

1.    (a)   NB Management  hereby employs  Merrill Lynch,  for the period and on
            the terms and conditions set forth herein,  to provide the following
            services at the reasonable request of NB Management:

              (1) to provide  after-market support services designed to maintain
                  the visibility of the Fund on an ongoing basis;

              (2) to provide relevant information,  studies or reports regarding
                  general trends in the closed-end  investment company and asset
                  management industries,  if reasonably obtainable,  and consult
                  with representatives of NB Management in connection therewith;
                  and

              (3) to provide  information to and consult with NB Management with
                  respect to applicable  strategies  designed to address  market
                  value discounts, if any.

      (b)   At the request of NB Management,  Merrill Lynch shall limit or cease
            any action or service  provided  hereunder to the extent and for the
            time period  requested by NB  Management;  provided,  however,  that
            pending  termination  of this Agreement as provided for in Section 5
            hereof,  any such  limitation  or  cessation  shall not  relieve  NB
            Management of its payment obligations pursuant to Section 2 hereof.

      (c)   Merrill Lynch will promptly notify NB Management if it learns of any
            material  inaccuracy or misstatement in, or material  omission from,
            any  written  information,  as of  the  date  such  information  was

<PAGE>

            published,  provided by Merrill Lynch to NB Management in connection
            with the  performance  of  services  by  Merrill  Lynch  under  this
            Agreement.

2.    NB Management  shall pay Merrill  Lynch a fee computed  weekly and payable
      quarterly in arrears  commencing [ ], 2002 at an annualized  rate of 0.10%
      of the Fund's  managed assets for a term as described in Section 5 hereof;
      provided that the total amount of the fee hereunder  shall not exceed 4.5%
      of the total price (including all Initial Securities and Option Securities
      as such terms are described in the Purchase Agreement, dated September 24,
      2002 (the "Purchase Agreement"),  by and among the Fund, NB Management and
      each of the Underwriters named therein) to the public of the Fund's common
      shares  offered by the prospectus  dated  September 24, 2002; and provided
      further,  that in determining  when this maximum fee amount has been paid,
      the  value  of each of the  quarterly  payments  made  hereunder  shall be
      discounted at the annual rate of 10% to the closing date of offering.  All
      quarterly fees payable  hereunder shall be paid to Merrill Lynch within 15
      days following the end of each calendar quarter.

3.    NB Management acknowledges that the services of Merrill Lynch provided for
      hereunder  do not  include  any  advice as to the value of  securities  or
      regarding the advisability of purchasing or selling any securities for the
      Fund's  portfolio.  No provision of this Agreement  shall be considered as
      creating,  nor shall any provision  create,  any obligation on the part of
      Merrill Lynch, and Merrill Lynch is not hereby  agreeing,  to: (i) furnish
      any advice or make any  recommendations  regarding the purchase or sale of
      portfolio   securities  or  (ii)  render  any   opinions,   valuations  or
      recommendations  of any kind or to perform  any such  similar  services in
      connection with providing the services described in Section 1 hereof.

4.    Nothing  herein  shall be construed as  prohibiting  Merrill  Lynch or its
      affiliates  from providing  similar or other services to any other clients
      (including  other  registered  investment  companies  or other  investment
      managers),  so long as Merrill  Lynch's  services to NB Management are not
      impaired thereby.

5.    The term of this Agreement  shall commence upon the date referred to above
      and  shall be in effect so long as NB  Management  acts as the  investment
      manager to the Fund pursuant to the  Investment  Management  Agreement (as
      such term is defined in the Purchase Agreement), by and among the Fund, NB
      Management and each of the Underwriters named therein, or other subsequent
      advisory agreement.

6.    NB Management will furnish Merrill Lynch with such  information as Merrill
      Lynch  reasonably  believes  appropriate to its assignment  hereunder (all
      such  information  so furnished  being the  "Information").  NB Management
      recognizes and confirms that Merrill Lynch (a) will use and rely primarily
      on the Information and on information  available from generally recognized
      public sources in performing the services  contemplated  by this Agreement
      without  having  independently  verified  the same and (b) does not assume
      responsibility  for the accuracy or  completeness  of the  Information and
      such other  information.  To the best of NB  Management's  knowledge,  the
      Information to be furnished by NB Management when delivered,  will be true
      and correct in all  material  respects  and will not contain any  material
      misstatement  of fact or omit to state any material fact necessary to make
      the  statements  contained  therein not  misleading.  NB  Management  will
      promptly  notify Merrill Lynch if it learns of any material  inaccuracy or
      misstatement in, or material  omission from, any Information  delivered to
      Merrill Lynch.

7.    It is understood that Merrill Lynch is being engaged  hereunder  solely to
      provide the services  described  above to NB  Management  and that Merrill
      Lynch is not acting as an agent or fiduciary  of, and shall have no duties
      or liability to the current or future shareholders of the Fund or any

                                       2
<PAGE>

      other third party in  connection  with its  engagement  hereunder,  all of
      which are hereby expressly waived.

8.    NB  Management  agrees that  Merrill  Lynch shall have no  liability to NB
      Management  or the Fund for any act or omission to act by Merrill Lynch in
      the course of its  performance  under this  Agreement,  in the  absence of
      gross  negligence or willful  misconduct on the part of Merrill Lynch.  NB
      Management agrees to the  indemnification and other agreement set forth in
      the Indemnification Agreement attached hereto, the provisions of which are
      incorporated  herein by  reference  and  shall  survive  the  termination,
      expiration or supersession of this Agreement.

9.    This  Agreement  and any  claim,  counterclaim  or  dispute of any kind or
      nature whatsoever  arising out of or in any way relating to this Agreement
      ("Claim")  shall be governed by and construed in accordance  with the laws
      of the State of New York.

10.   No Claim may be commenced, prosecuted or continued in any court other than
      the courts of the State of New York  located in the City and County of New
      York or in the United States  District Court for the Southern  District of
      New  York,  which  courts  shall  have  exclusive  jurisdiction  over  the
      adjudication of such matters,  and NB Management and Merrill Lynch consent
      to the  jurisdiction  of such courts and  personal  service  with  respect
      thereto. Each of Merrill Lynch and NB Management waives all right to trial
      by jury in any proceeding (whether based upon contract, tort or otherwise)
      in any way arising out of or relating  to this  Agreement.  NB  Management
      agrees that a final judgment in any proceeding or counterclaim  brought in
      any such court shall be conclusive  and binding upon NB Management and may
      be enforced in any other courts to the jurisdiction of which NB Management
      is or may be subject, by suit upon such judgment.

11.   This  Agreement  may not be  assigned  by either  party  without the prior
      written consent of the other party.

12.   This Agreement (including the attached Indemnification Agreement) embodies
      the entire  agreement  and  understanding  between the parties  hereto and
      supersedes all prior agreements and understandings relating to the subject
      matter  hereof.  If any  provision of this  Agreement is  determined to be
      invalid or  unenforceable  in any  respect,  such  determination  will not
      affect such provision in any other respect or any other  provision of this
      Agreement,  which will remain in full force and effect. This Agreement may
      not be amended or otherwise  modified or waived except by an instrument in
      writing signed by both Merrill Lynch and NB Management.

13.   All notices required or permitted to be sent under this Agreement shall be
      sent, if to NB Management:


      Neuberger Berman Management Inc.
      605 Third Avenue
      New York, New York 10158-0180
      Attention: [Ellen Metzger]

      or if to Merrill Lynch:

      Merrill Lynch & Co.
      Merrill Lynch, Pierce, Fenner & Smith
                Incorporated
      North Tower, World Financial Center
      New York, New York 10080
      Attention: [Matt Abrusci]


                                       3
<PAGE>

      or such  other  name or  address  as may be given in  writing to the other
      parties.  Any notice  shall be deemed to be given or received on the third
      day after deposit in the US mail with  certified  postage  prepaid or when
      actually received,  whether by hand, express delivery service or facsimile
      transmission, whichever is earlier.

14.   This Agreement may be executed in separate counterparts,  each of which is
      deemed to be an original and all of which taken  together  constitute  one
      and the same agreement.



                                       4
<PAGE>


      IN WITHESS WHEREOF,  the parties hereto have duly executed this Additional
Compensation Agreement as of the date first above written.

NEUBERGER BERMAN MANAGEMENT INC.             MERRILL LYNCH & CO.
                                             MERRILL LYNCH, PIERCE, FENNER &
                                                            SMITH INCORPORATED



By:                                          By:
    -----------------------------               -----------------------------
   Name:                                        Name:
   Title:                                       Title:


                                       5
<PAGE>

               MERRILL LYNCH & CO. INDEMNIFICATION AGREEMENT
               ---------------------------------------------



                                                          September 27, 2002

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated
North Tower, World Financial Center
New York, New York  10080

Ladies and Gentlemen:

      In connection  with the engagement of Merrill Lynch & Co.,  Merrill Lynch,
Pierce,  Fenner & Smith Incorporated  ("Merrill Lynch") to advise and assist the
undersigned  (together with its affiliates and subsidiaries,  referred to as the
"Company")  with the matters set forth in the Agreement dated September 27, 2002
between  the  Company and  Merrill  Lynch (the  "Agreement"),  in the event that
Merrill  Lynch  becomes  involved in any  capacity in any claim,  suit,  action,
proceeding,   investigation  or  inquiry  (including,  without  limitation,  any
shareholder or derivative  action or arbitration  proceeding)  (collectively,  a
"Proceeding")  in connection  with any matter in any way relating to or referred
to in the Agreement or arising out of the matters contemplated by the Agreement,
including, without limitation, related services and activities prior to the date
of the Agreement, the Company agrees to indemnify, defend and hold Merrill Lynch
harmless to the fullest  extent  permitted by law,  from and against any losses,
claims,  damages,  liabilities and expenses in connection with any matter in any
way  relating to or referred to in the  Agreement  or arising out of the matters
contemplated by the Agreement,  including, without limitation,  related services
and activities prior to the date of the Agreement,  except to the extent that it
shall be determined by a court of competent  jurisdiction in a judgment that has
become  final in that it is no longer  subject to appeal or other  review,  that
such losses, claims,  damages,  liabilities and expenses resulted from the gross
negligence or willful  misconduct of Merrill  Lynch.  In addition,  in the event
that  Merrill  Lynch  becomes  involved  in any  capacity in any  Proceeding  in
connection  with  any  matter  in any  way  relating  to or  referred  to in the
Agreement  or  arising  out  of  the  matters  contemplated  by  the  Agreement,
including, without limitation, related services and activities prior to the date
of the  Agreement,  the Company will  reimburse  Merrill Lynch for its legal and
other expenses (including the cost of any investigation and preparation) as such
expenses are reasonably  incurred by Merrill Lynch in connection  therewith.  If
such indemnification were not to be available for any reason, the Company agrees
to contribute to the losses, claims, damages,  liabilities and expenses involved
(i) in the proportion  appropriate to reflect the relative  benefits received or
sought to be received by the Company and its  stockholders  and  affiliates  and
other constituencies,  on the one hand, and Merrill Lynch, on the other hand, in
the matters  contemplated  by the  Agreement  or (ii) if (but only if and to the
extent)  the  allocation  provided  for in  clause  (i) is for any  reason  held
unenforceable,  in such  proportion  as is  appropriate  to reflect not only the
relative  benefits  referred to in clause (i) but also the relative fault of the
Company and its stockholders and affiliates and other constituencies, on the one
hand, and the party entitled to contribution,  on the other hand, as well as any
other  relevant  equitable  considerations.  The  Company  agrees  that  for the
purposes of this  paragraph  the  relative  benefits  received,  or sought to be
received,  by the Company and its stockholders and affiliates,  on the one hand,
and the party entitled to  contribution,  on the other hand, of a transaction as
contemplated  shall be deemed to be in the same  proportion that the total value
received  or paid or  contemplated  to be received or paid by the Company or its
stockholders  or affiliates and other  constituencies,  as the case may be, as a
result of or in connection with the transaction (whether or not consummated) for
which Merrill Lynch has been retained to perform financial services bears to the
fees paid to Merrill Lynch under the Agreement; provided, that in no event shall

                                       6

<PAGE>

the Company  contribute  less than the amount  necessary  to assure that Merrill
Lynch is not liable for losses,  claims,  damages,  liabilities  and expenses in
excess of the amount of fees actually  received by Merrill Lynch pursuant to the
Agreement.  Relative  fault shall be  determined  by  reference  to, among other
things,  whether any alleged  untrue  statement or omission or any other alleged
conduct  relates to information  provided by the Company or other conduct by the
Company  (or its  employees  or other  agents),  on the one hand,  or by Merrill
Lynch,  on  the  other  hand.  The  Company  shall  not  be  liable  under  this
Indemnification   Agreement  to  Merrill  Lynch   regarding  any  settlement  or
compromise  or  consent  to  the  entry  of any  judgment  with  respect  to any
Proceeding in respect of which  indemnification  or  contribution  may be sought
hereunder  (whether or not the Company is an actual or  potential  party to such
Proceeding)  unless such  settlement,  compromise or judgment is consented to by
the Company. The Company shall not, without the prior written consent of Merrill
Lynch, settle or compromise or consent to the entry of any judgment with respect
to any Proceeding in respect of which  indemnification  or contribution could be
sought under this Indemnification  Agreement (whether or not Merrill Lynch is an
actual or  potential  party  thereto),  unless such  settlement,  compromise  or
consent  (i)  includes  an  unconditional  release  of  Merrill  Lynch  from all
liability  arising out of such  Proceeding and (ii) does not include a statement
as to or an admission of fault,  culpability or a failure to act by or on behalf
of Merrill Lynch. For purposes of this Indemnification Agreement,  Merrill Lynch
shall  include  Merrill  Lynch & Co.,  Merrill  Lynch,  Pierce,  Fenner  & Smith
Incorporated,  any of its  affiliates,  each other person,  if any,  controlling
Merrill Lynch or any of its affiliates,  their respective officers,  current and
former directors, employees and agents, and the successors and assigns of all of
the foregoing persons. The foregoing indemnity and contribution  agreement shall
be in addition to any rights that any  indemnified  party may have at common law
or otherwise.

      The Company agrees that neither  Merrill Lynch nor any of its  affiliates,
directors,  agents, employees or controlling persons shall have any liability to
the  Company  or any  person  asserting  claims  on behalf of or in right of the
Company in connection with or as a result of either Merrill  Lynch's  engagement
under the  Agreement  or any matter  referred  to in the  Agreement,  including,
without  limitation,  related  services and activities  prior to the date of the
Agreement,  except  to the  extent  that it  shall be  determined  by a court of
competent  jurisdiction  in a judgment  that has  become  final in that it is no
longer  subject to appeal or other  review  that any  losses,  claims,  damages,
liabilities  or  expenses  incurred  by the  Company  resulted  from  the  gross
negligence or willful  misconduct  of Merrill  Lynch in performing  the services
that are the subject of the Agreement.

      THIS INDEMNIFICATION  AGREEMENT AND ANY CLAIM,  COUNTERCLAIM OR DISPUTE OF
ANY KIND OR NATURE  WHATSOEVER  ARISING  OUT OF OR IN ANY WAY  RELATING  TO THIS
AGREEMENT ("CLAIM"),  DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW,
NO CLAIM MAY BE  COMMENCED,  PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE
COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN
THE UNITED STATES  DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK,  WHICH
COURTS SHALL HAVE EXCLUSIVE  JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS,
AND THE COMPANY AND MERRILL LYNCH CONSENT TO THE JURISDICTION OF SUCH COURTS AND
PERSONAL SERVICE WITH RESPECT  THERETO.  THE COMPANY HEREBY CONSENTS TO PERSONAL
JURISDICTION,  SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM  ARISING OUT OF
OR IN ANY WAY RELATING TO THIS  AGREEMENT IS BROUGHT BY ANY THIRD PARTY  AGAINST
MERRILL LYNCH OR ANY  INDEMNIFIED  PARTY.  EACH OF MERRILL LYNCH AND THE COMPANY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON
CONTRACT,  TORT OR  OTHERWISE)  ARISING  OUT OF OR IN ANY WAY  RELATING  TO THIS
AGREEMENT.  THE COMPANY  AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM

                                       7
<PAGE>

ARISING  OUT OF OR IN ANY WAY  RELATING  TO THIS  AGREEMENT  BROUGHT IN ANY SUCH
COURT SHALL BE  CONCLUSIVE  AND BINDING  UPON THE COMPANY AND MAY BE ENFORCED IN
ANY OTHER COURTS TO THE  JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT,
BY SUIT UPON SUCH JUDGMENT.


                                        8
<PAGE>
      The  foregoing  Indemnification  Agreement  shall remain in full force and
effect  notwithstanding  any  termination of Merrill  Lynch's  engagement.  This
Indemnification  Agreement may be executed in two or more counterparts,  each of
which shall be deemed an original, but all of which shall constitute one and the
same agreement.

                                    Very truly yours,

                                    NEUBERGER BERMAN MANAGEMENT INC.



                                    By:
                                       -----------------------------
                                       Name:
                                       Title:


Accepted and agreed to as of
the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
               INCORPORATED


By
   ---------------------------
   Name:
   Title:

</TEXT>
</DOCUMENT>
