<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>11
<FILENAME>nb535701.txt
<DESCRIPTION>EXHIBIT 99.2K(1) TRANSFER AGENCY AGREEMENT
<TEXT>
                         STOCK TRANSFER AGENCY AGREEMENT


      AGREEMENT, made as of ______________, 2002, by and between NEUBERGER
BERMAN INTERMEDIATE NEW YORK MUNICIPAL FUND INC., a corporation organized and
existing under the laws of the State of Maryland (hereinafter referred to as the
"Customer"), and THE BANK OF NEW YORK, a New York trust company (hereinafter
referred to as the "Bank"). Schedule A is deemed a part of this Agreement and
all functions and activities contained in Schedule A are subject to the
provisions of this Agreement.

                              W I T N E S S E T H:

      That for and in  consideration  of the  mutual  promises  hereinafter  set
forth, the parties hereto covenant and agree as follows:

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

      Whenever used in this  Agreement,  the  following  words and phrases shall
have the following meanings:

      1.  "Business  Day"  shall be deemed to be each day on which the Bank is
open for business.

      2. "Certificate" shall mean any notice,  instruction,  or other instrument
in writing,  authorized or required by this Agreement to be given to the Bank by
the  Customer  which is signed  by any  Officer,  as  hereinafter  defined,  and
actually received by the Bank.

      3. "Officer" shall be deemed to be the Customer's Chief Executive Officer,
President, any Vice President, the Secretary, the Treasurer, the Controller, any
Assistant Treasurer, and any Assistant Secretary duly authorized by the Board of
Directors of the  Customer to execute any  Certificate,  instruction,  notice or
other  instrument on behalf of the Customer and named in a Certificate,  as such
Certificate may be amended from time to time.

      4.  "Shares"  shall  mean all or any part of each  class of the  shares of
capital  stock of the  Customer  which from time to time are  authorized  and/or
issued by the Customer and  identified in a Certificate  of the Secretary of the

<PAGE>

Customer under corporate  seal, as such  Certificate may be amended from time to
time, with respect to which the Bank is to act hereunder.

                                   ARTICLE II
                               APPOINTMENT OF BANK
                               -------------------

      1. The Customer  hereby  constitutes and appoints the Bank as its agent to
perform the  services  described  herein and as more  particularly  described in
Schedule  I  attached  hereto  (the  "Services"),  and the Bank  hereby  accepts
appointment as such agent and agrees to perform the Services in accordance  with
the terms hereinafter set forth.

      2. In  connection  with such  appointment,  the Customer  shall  deliver
the following documents to the Bank:

      (a)   A  certified  copy of the  Certificate  of  Incorporation  or  other
            document   evidencing  the  Customer's  form  of  organization  (the
            "Charter") and all amendments thereto;

      (b)   A certified copy of the By-Laws of the Customer;

      (c)   A certified  copy of a  resolution  of the Board of Directors of the
            Customer appointing the Bank to perform the Services and authorizing
            the execution and delivery of this Agreement;

      (d)   A Certificate  signed by the  Secretary of the Customer  specifying:
            the  number of  authorized  Shares,  the  number of such  authorized
            Shares issued and currently outstanding,  and the names and specimen
            signatures of all persons duly  authorized by the Board of Directors
            of  the  Customer  to  execute  any  Certificate  on  behalf  of the
            Customer, as such Certificate may be amended from time to time;

      (e)   A Specimen  Share  certificate  for each class of Shares in the form
            approved by the Board of Directors of the Customer,  together with a
            Certificate  signed  by the  Secretary  of the  Customer  as to such
            approval  and  covenanting  to  supply  a new such  Certificate  and
            specimen whenever such form shall change;


                                      -2-
<PAGE>

      (f)   An opinion  of  counsel  for the  Customer,  in a form  reasonably
            satisfactory  to the Bank,  with  respect to the  validity  of the
            authorized and outstanding  Shares, the obtaining of all necessary
            governmental  consents,  whether  such  Shares  are fully paid and
            non-assessable  and the status of such Shares under the Securities
            Act  of  1933,  as  amended,  and  any  other  applicable  law  or
            regulation (I.E., if subject to registration,  that they have been
            registered  and  that  the   Registration   Statement  has  become
            effective or, if exempt, the specific grounds therefor);

      (g)   A  list  of  the  name,   address,   social   security  or  taxpayer
            identification  number of each Shareholder,  number of Shares owned,
            certificate numbers, and whether any "stops" have been placed; and

      (h)   An opinion of counsel for the Customer,  in a form  satisfactory  to
            the Bank, with respect to the due  authorization by the Customer and
            the validity and effectiveness of the use of facsimile signatures by
            the Bank in connection  with the  countersigning  and registering of
            Share certificates of the Customer.

      3. The Customer  shall furnish the Bank with a sufficient  supply of blank
Share  certificates and from time to time will renew such supply upon request of
the Bank. Such blank Share  certificates  shall be properly signed, by facsimile
or otherwise, by Officers of the Customer authorized by law or by the By-Laws to
sign Share  certificates,  and, if required,  shall bear the corporate seal or a
facsimile thereof.

                                   ARTICLE III
                      AUTHORIZATION AND ISSUANCE OF SHARES
                      ------------------------------------

      1. The Customer  shall deliver to the Bank the  following  documents on or
before the effective date of any increase, decrease or other change in the total
number of Shares authorized to be issued:

      (a)   A certified  copy of the amendment to the Charter giving effect to
            such increase, decrease or change;

      (b)   An opinion of counsel for the Customer,  in a form satisfactory to
            the  Bank,  with  respect  to  the  validity  of the  Shares,  the
            obtaining of all  necessary  governmental  consents,  whether such



                                      -3-
<PAGE>
            Shares  are fully paid and  non-assessable  and the status of such
            Shares  under the  Securities  Act of 1933,  as  amended,  and any
            other applicable  federal law or regulations  (I.E., if subject to
            registration,   that  they  have  been  registered  and  that  the
            Registration  Statement has become  effective  or, if exempt,  the
            specific grounds therefor); and

      (c)   In the  case of an  increase,  if the  appointment  of the  Bank was
            theretofore  expressly  limited, a certified copy of a resolution of
            the Board of Directors of the Customer  increasing  the authority of
            the Bank.

      2.  Prior to the  issuance  of any  additional  Shares  pursuant  to stock
dividends,  stock splits or otherwise,  and prior to any reduction in the number
of Shares outstanding, the Customer shall deliver the following documents to the
Bank:

      (a)   A  certified  copy  of  the  resolutions  adopted  by the  Board  of
            Directors and/or the  shareholders of the Customer  authorizing such
            issuance of additional Shares of the Customer or such reduction,  as
            the case may be;

      (b)   A  certified  copy of the order or consent of each  governmental  or
            regulatory  authority  required  by  law  as a  prerequisite  to the
            issuance or  reduction  of such  Shares,  as the case may be, and an
            opinion of counsel for the  Customer  that no other order or consent
            is required; and

      (c)   An opinion of counsel for the Customer,  in a form satisfactory to
            the  Bank,  with  respect  to  the  validity  of the  Shares,  the
            obtaining of all  necessary  governmental  consents,  whether such
            Shares  are fully paid and  non-assessable  and the status of such
            Shares  under the  Securities  Act of 1933,  as  amended,  and any
            other   applicable  law  or  regulation   (I.E.,   if  subject  to
            registration,   that  they  have  been  registered  and  that  the
            Registration  Statement has become effective,  or, if exempt,  the
            specific grounds therefor).


                                      -4-
<PAGE>
                                   ARTICLE IV
                     RECAPITALIZATION OR CAPITAL ADJUSTMENT
                     --------------------------------------

      1. In the case of any  negative  stock  split,  recapitalization  or other
capital  adjustment  requiring a change in the form of Share  certificates,  the
Bank will issue  Share  certificates  in the new form in  exchange  for, or upon
transfer of, outstanding Share certificates in the old form, upon receiving:

      (a)   A Certificate  authorizing  the issuance of Share  certificates in
            the new form;

      (b)   A certified  copy of any  amendment to the Charter with respect to
            the change;

      (c)   Specimen Share certificates for each class of Shares in the new form
            approved  by  the  Board  of  Directors  of  the  Customer,  with  a
            Certificate  signed  by the  Secretary  of the  Customer  as to such
            approval;

      (d)   A  certified  copy of the order or consent of each  governmental  or
            regulatory  authority  required  by  law  as a  prerequisite  to the
            issuance  of the  Shares in the new form,  and an opinion of counsel
            for the Customer that the order or consent of no other  governmental
            or regulatory authority is required; and

      (e)   An opinion of counsel for the Customer,  in a form satisfactory to
            the Bank,  with  respect to the  validity of the Shares in the new
            form,  the  obtaining  of  all  necessary  governmental  consents,
            whether  such  Shares  are fully paid and  non-assessable  and the
            status  of such  Shares  under  the  Securities  Act of  1933,  as
            amended,  and any other  applicable  law or regulation  (I.E.,  if
            subject to registration,  that the Shares have been registered and
            that the  Registration  Statement  has  become  effective  or,  if
            exempt, the specific grounds therefor).

      2. The Customer  shall furnish the Bank with a sufficient  supply of blank
Share  certificates  in the new form,  and from time to time will replenish such
supply upon the  request of the Bank.  Such blank  Share  certificates  shall be
properly  signed,  by  facsimile  or  otherwise,  by  Officers  of the  Customer


                                      -5-
<PAGE>

authorized by law or by the By-Laws to sign Share certificates and, if required,
shall bear the corporate seal or a facsimile thereof.


                                    ARTICLE V
                         ISSUANCE AND TRANSFER OF SHARES
                         -------------------------------

      1.  The Bank will issue and transfer Shares in certificated form as
follows:

      (a)   The  Bank  will  issue  Share   certificates  upon  receipt  of  a
            Certificate  from an  Officer,  but shall not be required to issue
            Share  certificates  after  it has  received  from an  appropriate
            federal or state authority  written  notification that the sale of
            Shares has been suspended or  discontinued,  and the Bank shall be
            entitled to rely upon such  written  notification.  The Bank shall
            not be responsible  for the payment of any original issue or other
            taxes  required to be paid by the Customer in connection  with the
            issuance of any Shares.

      (b)   Shares will be transferred upon  presentation to the Bank of Share
            certificates  in form  deemed by the Bank  properly  endorsed  for
            transfer,   accompanied  by  such  documents  as  the  Bank  deems
            necessary  to evidence  the  authority  of the person  making such
            transfer,  and  bearing  satisfactory  evidence  of the payment of
            applicable  stock  transfer  taxes.  In the case of small  estates
            where  no  administration  is  contemplated,  the Bank  may,  when
            furnished  with an appropriate  surety bond,  and without  further
            approval of the Customer,  transfer Shares  registered in the name
            of the  decedent  where the  current  market  value of the  Shares
            being  transferred does not exceed such amount as may from time to
            time be  prescribed by the various  states.  The Bank reserves the
            right to refuse to transfer  Shares until it is satisfied that the
            endorsements on Share certificates are valid and genuine,  and for
            that purpose it may require,  unless  otherwise  instructed  by an
            Officer of the  Customer,  a guaranty of signature by an "eligible
            guarantor  institution"  meeting  the  requirements  of the  Bank,
            which  requirements  include  membership or participation in STAMP
            or such other "signature  guarantee  program" as may be determined


                                      -6-
<PAGE>

            by the Bank in addition to, or in substitution  for, STAMP, all in
            accordance  with the Securities  Exchange Act of 1934, as amended.
            The Bank also  reserves  the right to  refuse to  transfer  Shares
            until it is  satisfied  that the  requested  transfer  is  legally
            authorized,  and it shall  incur no  liability  for the refusal in
            good faith to make  transfers  which the Bank,  in its  reasonable
            judgment,   deems  improper  or  unauthorized,   or  until  it  is
            satisfied  that  there is no basis to any  claims  adverse to such
            transfer.  The Bank may, in effecting  transfers  of Shares,  rely
            upon those  provisions  of the Uniform Act for the  Simplification
            of Fiduciary  Security  Transfers or the Uniform  Commercial Code,
            as the same may be amended  from time to time,  applicable  to the
            transfer of securities,  and the Customer shall indemnify the Bank
            for any act done or omitted by it in good faith in  reliance  upon
            such laws.

      (c)   All   certificates   representing   Shares  that  are  subject  to
            restrictions on transfer (E.G.,  securities  acquired  pursuant to
            an  investment  representation,  securities  held  by  controlling
            persons,  securities  subject to stockholders'  agreement,  etc.),
            shall  be  stamped  with  a  legend   describing  the  extent  and
            conditions of the  restrictions or referring to the source of such
            restrictions.  The Bank assumes no responsibility  with respect to
            the  transfer  of  restricted  securities  where  counsel  for the
            Customer advises that such transfer may be properly effected.

      2. The Bank  will  issue  and  transfer  Shares  in  book-entry  form as
follows:

      (a)   Shares may be maintained by the Bank in book-entry form known as the
            "Direct Registration  System" ("DRS").  Upon issuance of Shares, the
            Shares of each  registered  owner will be credited to the account of
            each  such  registered  owner  (the  registered  owner of  Shares is
            referred  to herein  as,  or, if there are more than one  registered
            owner of the same Shares,  such registered  owners are  collectively
            referred to herein as, the "Registered Owner").

       (b)  Customer  understands  that  Profile is a  required  feature of DRS.
            Profile  allows a DTC  participant  claiming to act on behalf of the
            Registered  Owner of Shares,  to direct the Bank to transfer to such


                                      -7-
<PAGE>

            DTC  participant  the  Shares  designated  by such  DTC  participant
            without receipt by the Bank of such prior written authorization from
            the Registered Owner to transfer such Shares.

       (c)  Customer  understands  the  Bank  will  not  verify,   determine  or
            otherwise ascertain that the DTC participant which is claiming to be
            acting on behalf of a Registered  Owner is, in fact,  authorized  to
            act on behalf of such Registered  Owner.  Moreover,  Customer agrees
            that the Bank shall have no liability for relying upon and complying
            with  directions  from a DTC  participant  as set forth  above;  and
            Customer shall indemnify and hold harmless the Bank from and against
            any liability,  expense,  damage,  loss and judgment arising from or
            related to the foregoing  (including  reasonable  attorneys fees and
            expenses and expenses arising from or connected with the enforcement
            of this  provision).  For the avoidance of doubt, (i) the Bank shall
            be fully  protected by the  foregoing  limitation  of liability  and
            indemnification  with respect to reliance upon and  compliance  with
            instructions  from the DTC  participant  even if the Bank's reliance
            on, and compliance with, such instructions is determined by a final,
            non-appealable   order  or   judgment   of  a  court  of   competent
            jurisdiction to constitute negligence, willful misconduct, breach of
            any duty owed by the Bank to such  Registered  Owner or violation of
            any law and (ii) the forgoing shall not apply to the manner in which
            the Bank  carries out actual  transfer  of the Shares  which are the
            subject of the DTC participant's  instruction,  which transfer shall
            continue to be governed by Article VIII, Section 6 hereof. By way of
            example and not by way of limitation, if a court determines that the
            transfer  of  Shares  pursuant  to a DTC  participant's  instruction
            without  obtaining  prior  authorization  from the Registered  Owner
            constitutes  negligence,  the Bank will  nevertheless  be  protected
            under this subparagraph (c); on the other hand, in carrying out such
            instructions, if the Bank transfers Shares from the wrong account or
            to the wrong DTC  participant,  the obligation to indemnify the Bank
            shall be  determined  in  accordance  with Article  VIII,  Section 6
            hereof.



                                      -8-
<PAGE>

                                   ARTICLE VI
                           DIVIDENDS AND DISTRIBUTIONS
                           ---------------------------

      1. The Customer  shall  furnish to the Bank a copy of a resolution  of its
Board of  Directors,  certified  by the  Secretary or any  Assistant  Secretary,
either  (i)  setting  forth  the  date  of  the  declaration  of a  dividend  or
distribution,  the date of  accrual or  payment,  as the case may be, the record
date as of which shareholders  entitled to payment,  or accrual, as the case may
be, shall be determined,  the amount per Share of such dividend or distribution,
the payment date on which all previously  accrued and unpaid dividends are to be
paid, and the total amount, if any, payable to the Bank on such payment date, or
(ii)  authorizing the declaration of dividends and  distributions  on a periodic
basis  and  authorizing  the Bank to rely on a  Certificate  setting  forth  the
information described in subsection (i) of this paragraph.

      2. Prior to the payment date specified in such  Certificate or resolution,
as the case may be,  the  Customer  shall,  in the  case of a cash  dividend  or
distribution, pay to the Bank an amount of cash, sufficient for the Bank to make
the payment, specified in such Certificate or resolution, to the shareholders of
record as of such payment  date.  The Bank will,  upon receipt of any such cash,
(i) in the case of shareholders who are participants in a dividend  reinvestment
and/or cash  purchase  plan of the  Customer,  reinvest  such cash  dividends or
distributions in accordance with the terms of such plan, and (ii) in the case of
shareholders  who are not  participants  in any such plan,  make payment of such
cash dividends or  distributions  to the shareholders of record as of the record
date by mailing a check, payable to the registered  shareholder,  to the address
of record or  dividend  mailing  address.  The Bank  shall not be liable for any
improper  payment made in accordance with a Certificate or resolution  described
in the preceding paragraph.  If the Bank shall not receive sufficient cash prior
to the  payment  date to make  payments  of any cash  dividend  or  distribution
pursuant to subsections  (i) and (ii) above to all  shareholders of the Customer
as of the record date,  the Bank shall,  upon  notifying the Customer,  withhold
payment  to  all  shareholders  of the  Customer  as of the  record  date  until
sufficient cash is provided to the Bank.

      3. It is  understood  that the Bank shall in no way be  responsible  for
the  determination  of the rate or form of dividends or  distributions  due to
the shareholders.


                                      -9-
<PAGE>

      4. It is understood that the Bank shall file such appropriate  information
returns  concerning the payment of dividends and  distributions  with the proper
federal,  state and local  authorities as are required by law to be filed by the
Customer but shall in no way be responsible for the collection or withholding of
taxes due on such dividends or  distributions  due to  shareholders,  except and
only to the extent required of it by applicable law.

                                   ARTICLE VII
                             CONCERNING THE CUSTOMER
                             -----------------------

      1. The Customer shall  promptly  deliver to the Bank written notice of any
change in the  Officers  authorized  to sign Share  certificates,  Certificates,
notifications  or  requests,  together  with a  specimen  signature  of each new
Officer.  In the event any  Officer  who shall  have  signed  manually  or whose
facsimile  signature shall have been affixed to blank Share  certificates  shall
die, resign or be removed prior to issuance of such Share certificates, the Bank
may issue such Share  certificates  as the Share  certificates  of the  Customer
notwithstanding  such death,  resignation  or removal,  and the  Customer  shall
promptly  deliver to the Bank such approvals,  adoptions or ratifications as may
be required by law.

      2. Each copy of the Charter of the Customer  and copies of all  amendments
thereto  shall be  certified  by the  Secretary  of State (or other  appropriate
official) of the state of  incorporation,  and if such Charter and/or amendments
are required by law also to be filed with a county or other  officer or official
body,  a  certificate  of such  filing  shall be  filed  with a  certified  copy
submitted  to the Bank.  Each copy of the By-Laws  and copies of all  amendments
thereto,  and copies of  resolutions  of the Board of Directors of the Customer,
shall be  certified by the  Secretary or an Assistant  Secretary of the Customer
under the corporate seal.

      3.  Customer hereby represents and warrants:

      (a)   It is a corporation duly organized and validly existing under the
            laws of Maryland.

      (b)   This  Agreement has been duly  authorized,  executed and delivered
            on its  behalf  and  constitutes  the  legal,  valid  and  binding


                                      -10-
<PAGE>

            obligation of Customer.  The execution,  delivery and  performance
            of this  Agreement  by  Customer  do not and will not  violate any
            applicable  law or  regulation  and do not  require the consent of
            any   governmental  or  other  regulatory  body  except  for  such
            consents  and  approvals  as have  been  obtained  and are in full
            force and effect.

                                  ARTICLE VIII
                               CONCERNING THE BANK

      1.  The Bank represents and warrants to the Customer that:

      (a)   It is a national banking  association with trust powers existing and
            in good standing under the laws of the United States.

      (b)   It is duly  qualified to carry on its business in the State of New
            York.

      (c)   This  Agreement has been duly  authorized,  executed and delivered
            on its  behalf  and  constitutes  the  legal,  valid  and  binding
            obligation of the Bank.  The execution,  delivery and  performance
            of this  Agreement  by the Bank do not and will  not  violate  any
            applicable  law or  regulation  and do not  require the consent of
            any   governmental  or  other  regulatory  body  except  for  such
            consents  and  approvals  as have  been  obtained  and are in full
            force and effect.

      (d)   It will maintain its registration as a transfer agent as provided in
            Section 17(A)(c) of the Securities Exchange Act of 1934, as amended,
            (the "1934 Act") and shall comply with all applicable  provisions of
            Section 17A of the 1934 Act and the rules promulgated thereunder, as
            may be amended from time to time, including rules relating to record
            retention.

      (e)   It shall create and maintain all records  required of it pursuant to
            its duties  hereunder  and as set forth in Schedule A in  accordance
            with all applicable laws, rules and regulations,  including  records
            required by Section 31(a) of the Investment  Company Act of 1940, as
            amended ("1940 Act"), and the rules  thereunder.  Where  applicable,
            such records  shall be maintained by the Bank for the periods and in
            the places required by Rule 31a-2 under the 1940 Act. To the extent


                                      -11-
<PAGE>

            required by Section 31 of the 1940 Act and the rules thereunder, all
            such  records  prepared or  maintained  by the Bank  relating to the
            services to be performed by the Bank  hereunder  are the property of
            the Customer and will be preserved, maintained and made available in
            accordance  with such  Section  and Rules,  and will be  surrendered
            promptly to the Customer on and in accordance with its request.

      (f)   It has and will continue to have access to the necessary facilities,
            equipment and personnel to perform its duties and obligations  under
            this Agreement.

      2. The Bank  shall not be liable  and shall be fully  protected  in acting
upon any oral instruction,  writing or document  reasonably believed by it to be
genuine and to have been given,  signed or made by the proper  person or persons
and shall  not be held to have any  notice of any  change  of  authority  of any
person until receipt of written  notice thereof from an Officer of the Customer.
It shall also be protected in processing Share  certificates which it reasonably
believes  to  bear  the  proper  manual  or  facsimile  signatures  of the  duly
authorized  Officer or Officers of the Customer and the proper  countersignature
of the Bank.

      3.  The  Bank  may  establish  such  additional   procedures,   rules  and
regulations  governing the transfer or registration of Share  certificates as it
may deem  advisable and  consistent  with such rules and  regulations  generally
adopted by bank transfer agents.

      4.  The  Bank  may  keep  such  records  as it  deems  advisable  but  not
inconsistent with resolutions adopted by the Board of Directors of the Customer.
The Bank may deliver to the Customer  from time to time at its  discretion,  for
safekeeping or disposition by the Customer in accordance with law, such records,
papers, Share certificates which have been cancelled in transfer or exchange and
other documents accumulated in the execution of its duties hereunder as the Bank
may deem  expedient,  other  than  those  which the Bank is itself  required  to
maintain  pursuant to applicable  laws and  regulations,  and the Customer shall
assume all  responsibility  for any  failure  thereafter  to produce any record,
paper,  cancelled Share  certificate or other document so returned,  if and when
required.  The records  maintained by the Bank pursuant to this paragraph  which


                                      -12-
<PAGE>

have not been  previously  delivered to the Customer  pursuant to the  foregoing
provisions  of this  paragraph  shall be  considered  to be the  property of the
Customer,  shall be made  available upon request for inspection by the Officers,
employees and auditors of the  Customer,  and shall be delivered to the Customer
upon request and in any event upon the date of termination of this Agreement, as
specified  in Article IX of this  Agreement,  in the form and manner kept by the
Bank on such date of termination or such earlier date as may be requested by the
Customer.

      5. The Bank may employ agents or  attorneys-in-fact  and the expense shall
be borne in accordance  with Schedule A hereto,  and shall not be liable for any
loss or expense arising out of, or in connection  with, the actions or omissions
to act of its  agents  or  attorneys-in-fact,  so long as the Bank  acts in good
faith and  without  negligence  or willful  misconduct  in  connection  with the
selection or retention of such agents or attorneys-in-fact.

      6. The Bank shall only be liable for any loss or damage arising out of its
own negligence or willful misconduct; provided, however, that the Bank shall not
be liable for any indirect, special, punitive or consequential damages.

      7. The  Customer  shall  indemnify  and hold  harmless  the Bank  from and
against  any and all  claims  (whether  with or  without  basis in fact or law),
costs, demands, expenses and liabilities,  including reasonable attorney's fees,
which the Bank may  sustain or incur or which may be  asserted  against the Bank
except for any liability which the Bank has assumed  pursuant to the immediately
preceding  section.  The Bank shall be deemed not to have acted with  negligence
and not to have engaged in willful misconduct by reason of or as a result of any
action  taken or omitted to be taken by the Bank without its own  negligence  or
willful  misconduct in reliance upon (i) any provision of this  Agreement,  (ii)
any  instrument,  order or Share  certificate  reasonably  believed  by it to be
genuine  and to be signed,  countersigned  or  executed  by any duly  authorized
Officer of the  Customer,  (iii) any  Certificate  or other  instructions  of an
Officer,  (iv) any opinion of legal counsel for the Customer or the Bank, or (v)
any law, act, regulation or any interpretation of the same even though such law,
act,  or  regulation  may  thereafter  have been  altered,  changed,  amended or
repealed. Nothing contained herein shall limit or in any way impair the right of
the Bank to indemnification under any other provision of this Agreement.


                                      -13-
<PAGE>

      8. If an action,  claim or legal  proceeding  (collectively  "Proceeding")
shall be brought or asserted  against the Bank in respect of which indemnity may
be  sought by the Bank  pursuant  to the  preceding  paragraph,  the Bank  shall
promptly  (and in no event  more than ten (10) days  after  receipt of notice of
such Proceeding) notify the Customer of such Proceeding. The failure of the Bank
to so  notify  the  Customer  shall  not  impair  the  Bank's  ability  to  seek
indemnification from the Customer (but only for costs,  expenses and liabilities
incurred after such notice) unless such failure adversely affects the Customer's
ability to  adequately  oppose or defend such  Proceeding.  Upon receipt of such
notice from the Bank,  the  Customer  shall be entitled to  participate  in such
Proceeding  and, to the extent that it shall so desire and  provided no conflict
of interest exists as specified in subparagraph  (b) below or there are no other
defenses available to the Bank as specified in subparagraph (d) below, to assume
the defense thereof with counsel  reasonably  satisfactory to the Bank (in which
case all  attorney's  fees and expenses  shall be borne by the Customer) and the
Customer  shall in good faith defend the Bank.  The Bank shall have the right to
employ separate counsel in any such Proceeding and to participate in the defense
thereof,  but the fees and expenses of such  counsel  shall be borne by the Bank
unless (a) the Customer agrees in writing to pay such fees and expenses, (b) the
Bank shall have  reasonably and in good faith concluded that there is a conflict
of interest  between the  Customer and the Bank in the conduct of the defense of
such action, which the parties are not willing to waive, (c) the Customer fails,
within  ten (10) days  prior to the date the first  response  or  appearance  is
required to be made in such Proceeding, to assume the defense of such Proceeding
with counsel reasonably satisfactory to the Bank or (d) there are legal defenses
available  to the  Bank  that are  different  from or are in  addition  to those
available to the Customer.

      9.  Specifically,  but  not by  way  of  limitation,  the  Customer  shall
indemnify  and hold  harmless  the  Bank  from and  against  any and all  claims
(whether with or without  basis in fact or law),  costs,  demands,  expenses and
liabilities, including reasonable attorney's fees, of any and every nature which
the Bank may  sustain  or incur or which  may be  asserted  against  the Bank in
connection  with  the  genuineness  of  a  Share  certificate,  the  Bank's  due
authorization  by the  Customer  to issue  Shares  and the form  and  amount  of
authorized Shares.


                                      -14-
<PAGE>

      10. The Bank shall not incur any  liability  hereunder if by reason of any
act of God  or  war or  other  circumstances  beyond  its  control,  it,  or its
employees,  officers or directors shall be prevented, delayed or forbidden from,
or be  subject  to any  civil  or  criminal  penalty  on  account  of,  doing or
performing  any act or thing which by the terms of this Agreement it is provided
shall be done or performed or by reason of any  nonperformance or delay,  caused
as aforesaid,  in the performance of any act or thing which by the terms of this
Agreement it is provided  shall or may be done or  performed,  provided that the
Bank maintains and  implements a disaster  recovery plan designed to comply with
applicable banking regulations.

      11.  At any time the Bank may  apply to an  Officer  of the  Customer  for
written  instructions  with respect to any matter arising in connection with the
Bank's duties and obligations  under this  Agreement,  and the Bank shall not be
liable for any action  taken or omitted to be taken by the Bank in good faith in
accordance with such instructions. Such application by the Bank for instructions
from an Officer of the  Customer  may,  at the option of the Bank,  set forth in
writing any action  proposed to be taken or omitted to be taken by the Bank with
respect to its duties or obligations under this Agreement and the date on and/or
after which such action shall be taken, and the Bank shall not be liable for any
action taken or omitted to be taken in  accordance  with a proposal  included in
any such  application on or after the date specified  therein  unless,  prior to
taking  or  omitting  to take any such  action,  the Bank has  received  written
instructions in response to such  application  specifying the action to be taken
or omitted.  The Bank may consult counsel to the Customer or its own counsel, at
the  reasonable  expense  of the  Customer,  and shall be fully  protected  with
respect to anything done or omitted by it in good faith in  accordance  with the
advice or opinion of such counsel.

      12. When mail is used for delivery of non-negotiable  Share  certificates,
the value of which does not exceed the limits of the Bank's  Blanket  Bond,  the
Bank shall send such non-negotiable  Share certificates by first class mail, and
such  deliveries  will be covered  while in transit by the Bank's  Blanket Bond.
Non-negotiable  Share certificates,  the value of which exceed the limits of the
Bank's Blanket Bond, will be sent by insured  registered mail.  Negotiable Share
certificates will be sent by insured  registered mail. The Bank shall advise the
Customer of any Share certificates  returned as undeliverable after being mailed
as herein provided for.


                                      -15-
<PAGE>

      13.  The  Bank  may  issue  new  Share  certificates  in  place  of  Share
certificates  represented to have been lost,  stolen or destroyed upon receiving
instructions in writing from an Officer and indemnity  satisfactory to the Bank.
Such  instructions  from the  Customer  shall be in such form as approved by the
Board of Directors  of the Customer in  accordance  with  applicable  law or the
By-Laws of the Customer  governing  such matters.  If the Bank receives  written
notification  from the owner of the lost,  stolen or destroyed Share certificate
within a  reasonable  time after he has  notice of it,  the Bank shall  promptly
notify the Customer and shall act pursuant to written  instructions signed by an
Officer.  If the Customer  receives such written  notification from the owner of
the lost, stolen or destroyed Share  certificate  within a reasonable time after
he has notice of it, the Customer  shall  promptly  notify the Bank and the Bank
shall act pursuant to written  instructions signed by an Officer. The Bank shall
not be  liable  for any act  done  or  omitted  by it  pursuant  to the  written
instructions  described  herein.  The Bank may issue new Share  certificates  in
exchange for, and upon surrender of, mutilated Share certificates.

      14. The Bank will issue and mail subscription  warrants for Shares, Shares
representing  stock dividends,  exchanges or splits,  or act as conversion agent
upon receiving written  instructions from an Officer and such other documents as
the Bank may deem necessary.

      15. The Bank will supply  shareholder  lists to the Customer  from time to
time upon receiving a request therefor from an Officer of the Customer.

      16.  The  Bank  agrees  that  all  books,  records,  information  and data
pertaining  to the business of the  Customer or its prior,  present or potential
shareholders  which are exchanged or received pursuant to the negotiation or the
carrying out of this Agreement shall remain confidential, shall be used only for
the  purposes  contemplated  by this  Agreement,  and shall  not be  voluntarily
disclosed to any other  person,  except as may be  requested  by a  governmental
entity  or as may be  required  by law or  which  the  Bank  deems  in its  sole
discretion to be necessary for the  performance  of the services.  The foregoing
shall not apply to information  which (a) is in the public domain at the time of
the disclosure,  (b) prior to disclosure is within the legitimate  possession of
the Bank, (c) becomes known to the Bank from a third party without  restriction,


                                      -16-
<PAGE>

(d) is  independently  developed  by the Bank or (e) is approved  for release by
written  authorization  of the Customer.  In case of any requests or demands for
the inspection of the shareholder records of the Customer,  the Bank will notify
the  Customer  and  endeavor to secure  instructions  from an Officer as to such
inspection.  The Bank reserves the right,  however,  to exhibit the  shareholder
records to any person  whenever  it is  advised by its  counsel  that there is a
reasonable  likelihood  that the Bank will be held  liable  for the  failure  to
exhibit the shareholder records to such person.

      17. At the  request of an  Officer,  the Bank will  address  and mail such
appropriate notices to shareholders as the Customer may direct.

      18.  Notwithstanding any provisions of this Agreement to the contrary, the
Bank  shall be under no duty or  obligation  to inquire  into,  and shall not be
liable for:

      (a)   The  legality of the issue,  sale or  transfer  of any  Shares,  the
            sufficiency of the amount to be received in connection therewith, or
            the  authority  of the Customer to request  such  issuance,  sale or
            transfer;

      (b)   The legality of the purchase of any Shares,  the  sufficiency of the
            amount to be paid in connection  therewith,  or the authority of the
            Customer to request such purchase;

      (c)   The legality of the  declaration  of any dividend by the Customer,
            or the  legality  of the  issue of any  Shares in  payment  of any
            stock dividend; or

      (d)   The  legality  of  any  recapitalization  or  readjustment  of the
            Shares.

      19. The Bank shall be entitled to receive and the Customer  hereby  agrees
to pay to the Bank for its  performance  hereunder (i) reasonable  out-of-pocket
expenses  (including  reasonable legal expenses and reasonable  attorney's fees)
incurred in connection  with this Agreement and its performance  hereunder,  and
(ii) the compensation for services as set forth in Schedule I.

      20.  The Bank  shall not be  responsible  for any  money,  whether  or not
represented  by any check,  draft or other  instrument for the payment of money,


                                      -17-
<PAGE>

received by it on behalf of the Customer,  until the Bank actually  receives and
collects such funds.

      21. The Bank shall have no duties or  responsibilities  whatsoever  except
such  duties  and  responsibilities  as  are  specifically  set  forth  in  this
Agreement,  and no covenant or obligation  shall be implied  against the Bank in
connection with this Agreement.


                                   ARTICLE IX
                                   TERMINATION
                                   -----------

      Either of the parties hereto may terminate this Agreement by giving to the
other party a notice in writing  specifying the date of such termination,  which
shall be not less than 60 days after the date of receipt of such notice.  In the
event such notice is given by the Customer, it shall be accompanied by a copy of
a  resolution  of the  Board of  Directors  of the  Customer,  certified  by its
Secretary,  electing to terminate  this  Agreement  and  designating a successor
transfer  agent or  transfer  agents.  In the event such  notice is given by the
Bank, the Customer shall, on or before the termination date, deliver to the Bank
a copy of a  resolution  of its Board of Directors  certified  by its  Secretary
designating a successor  transfer  agent or transfer  agents.  In the absence of
such  designation by the Customer,  the Bank may designate a successor  transfer
agent. If the Customer fails to designate a successor  transfer agent and if the
Bank is unable to find a successor  transfer agent, the Customer shall, upon the
date  specified in the notice of  termination  of this Agreement and delivery of
the records maintained hereunder, be deemed to be its own transfer agent and the
Bank shall thereafter be relieved of all duties and responsibilities  hereunder.
Upon termination hereof, the Customer shall pay to the Bank such compensation as
may be due to the Bank as of the date of such  termination,  and shall reimburse
the Bank for any  disbursements  and  expenses  made or incurred by the Bank and
payable  or  reimbursable   hereunder.   The  Bank  shall,  promptly  upon  such
termination,  transfer  all records and shall  cooperate in the transfer of such
duties and responsibilities.



                                      -18-
<PAGE>
                                    ARTICLE X
                                  MISCELLANEOUS
                                  -------------

      1. The indemnities and confidentiality  provisions  contained herein shall
be  continuing   obligations  of  the  Customer,  its  successors  and  assigns,
notwithstanding the termination of this Agreement.

      2. Any notice or other  instrument  in writing,  authorized or required by
this  Agreement  to be given to the  Customer  shall  be  sufficiently  given if
addressed to the Customer and mailed or delivered to it at  _________________  ,
or or at such other place as the  Customer  may from time to time  designate  in
writing.

      3. Any notice or other  instrument  in writing,  authorized or required by
this Agreement to be given to the Bank shall be sufficiently  given if addressed
to the Bank and mailed or  delivered  to it at its office at 101 Barclay  Street
(12W), New York, New York 10286 or at such other place as the Bank may from time
to time designate in writing.

      4. This Agreement may not be amended or modified in any manner except by a
written  agreement  duly  authorized  and  executed  by both  parties.  Any duly
authorized  Officer may amend any  Certificate  naming  Officers  authorized  to
execute and deliver  Certificates,  instructions,  notices or other instruments,
and the Secretary or any Assistant  Secretary may amend any Certificate  listing
the shares of capital stock of the Customer for which the Bank performs Services
hereunder.

      5. This  Agreement  shall  extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement  shall not be  assignable  by either party  without the prior  written
consent of the other party,  and  provided,  further,  that any  reorganization,
merger,  consolidation,  or sale of  assets,  by the Bank shall not be deemed to
constitute an assignment of this Agreement,  provided that the surviving  entity
is duly registered as a transfer agent pursuant to Section 17A(c)(2) of the 1934
Act and is qualified to perform all duties required under this Agreement.

      6. This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of New York.  The  parties  agree  that,  all  actions and
proceedings   arising  out  of  this  Agreement  or  any  of  the   transactions
contemplated  hereby,  shall be brought in the United States  District Court for


                                      -19-
<PAGE>

the Southern  District of New York or in a New York State Court in the County of
New York and that, in connection  with any such action or proceeding,  submit to
the jurisdiction  of, and venue in, such court.  Each of the parties hereto also
irrevocably  waives  all  right to trial by jury in any  action,  proceeding  or
counterclaim  arising out of this  Agreement  or the  transactions  contemplated
hereby.

      7. This  Agreement may be executed in any number of  counterparts  each of
which shall be deemed to be an original; but such counterparts,  together, shall
constitute only one instrument.

      8. The  provisions of this Agreement are intended to benefit only the Bank
and the  Customer,  and no rights shall be granted to any other person by virtue
of this Agreement.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed by their respective  corporate officers,  thereunto duly authorized and
their respective  corporate seals to be hereunto affixed, as of the day and year
first above written.


Attest:                                   NEUBERGER BERMAN NEW YORK INTERMEDIATE
                                          MUNICIPAL FUND INC.


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

Attest:                                   THE BANK OF NEW YORK


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



                                      -20-
<PAGE>
                                   SCHEDULE I


<PAGE>


                                                                         PROFILE



================================================================================






                         STOCK TRANSFER AGENCY AGREEMENT


                                     between


                            NEUBERGER BERMAN NEW YORK


                         INTERMEDIATE MUNICIPAL FUND INC.


                                       and


                              THE BANK OF NEW YORK


                    Dated as of ______________________, 2002








                  ACCOUNT NUMBER(S) ___________________________





================================================================================

<PAGE>
                                                                        ________
                                                                           THE
                                                                         BANK OF
                                                                        NEW YORK
                                                                        ________

                          STOCK TRANSFER FEE PROPOSAL
                                      FOR
                        NEUBERGER BERMAN CLOSED END FUND

                                 July 26, 2002


ISSUES COVERED:  CLOSED END FUND

MINIMUM SERVICE FEE
-------------------
--------------------------------------------------------------------------------
  ANNUAL MINIMUM FEE FOR FUNDS - MONTHLY DIVIDEND

    BILLED MONTHLY PER FUND.....................................$ 35,000.00

  (If the fees from the services individually priced below do not exceed
  the MONTHLY MINIMUM, PER FUND, the difference will be billed to your
  account)
--------------------------------------------------------------------------------


ACCOUNT MAINTENANCE
-------------------
--------------------------------------------------------------------------------
  EACH ACTIVE ACCOUNT MAINTAINED (PER ANNUM - BILLED MONTHLY)......$   3.60

  EACH INACTIVE OR CLOSED ACCOUNT MAINTAINED (PER ANNUM-BILLED
    MONTHLY)...................................................... $   1.20
    INACTIVE: AN ACCOUNT WITH A ZERO BALANCE, UN-CASHED CHECKS, STOP
    NOTATIONS ON CERTIFICATE HISTORY OR PENDING 1099 TAX REPORTING.

    CLOSED: AN ACCOUNT MAINTAINED ON THE DATABASE FOR EIGHTEEN MONTHS
    TO FACILITATE RESEARCH REQUESTS FROM SHAREOWNERS. THERE IS A ZERO
    BALANCE AND NO PENDING ACTIVITY IN ANY CATEGORY. A CLOSED ACCOUNT
    IS SCHEDULED TO BE PURGED FROM THE DATA-BASE.

    (The maintenance fee includes `general services' and all services
     identified as "included")
--------------------------------------------------------------------------------

A.  General Services
    ----------------

     |_| Opening new accounts and soliciting taxpayer identification numbers,
         where necessary
     |_| Posting debits and credits
     |_| Maintaining certificate history
     |_| Placing and releasing stop transfer notations
     |_| Processing address changes
     |_| Maintaining dividend and/or seasonal addresses
     |_| Responding to shareowner correspondence
     |_| Obtaining and posting Taxpayer Identification Number certifications
     |_| Purging closed accounts that meet selective criteria (e.g., no
         outstanding checks, no stops maintained against certificates, etc.)

B.  Basic Proxy and Annual Meeting Services:
    ---------------------------------------
    ----------------------------------------------------------------------------
      PROVIDING PROXY SERVICES FOR ANNUAL SHAREHOLDER MEETING......INCLUDED

      CONVERTING PROXY TAPE FILES FROM OUTSIDE AGENT FOR ISSUANCE
        OF PROXY MATERIAL (PER TAPE, UP TO 5,000 HOLDERS/ACCOUNTS)..$500.00
    ----------------------------------------------------------------------------

                 Neuberger Berman Closed End Fund - Fee page 1
                               Issued July 26, 2002

<PAGE>
                                                                        ________
                                                                           THE
                                                                         BANK OF
                                                                        NEW YORK
                                                                        ________


Basic proxy and annual meeting services functions include the following:

     |_| Supplying broker and nominee list to solicitor to identify
         requirements for material needed
     |_| Printing name, address and number of shares on proxy cards
     |_| Mailing proxy material and annual report
     |_| Suppressing the mailing of multiple annual reports as requested
     |_| Tabulating proxies returned by shareowners
     |_| Tracking proxy cards marked for attendance at the annual meeting
     |_| Providing un-voted listing for registered holders and DTC participants
     |_| Providing one Inspector of Election for the annual meeting
     |_| Providing remote access to the proxy tabulation file for the client
         and solicitor (if any) for daily tabulation results
     |_| Preparing a list of record date holders
     |_| Preparing daily tabulation reports and report of final vote
     |_| Maintaining an automated link with DTC and ADP to receive
         transmissions of broker votes
     |_| Processing omnibus proxies for respondent banks
     |_| Providing copies of proxies containing shareowner comments


C.  Stock Transfer Inform System Access:
    -----------------------------------
--------------------------------------------------------------------------------
    MONTHLY FEE FOR ACCESS TO THE SYSTEM .........................INCLUDED
--------------------------------------------------------------------------------

     |_| Providing access to The Bank of New York's mainframe inquiry and
         internet-based system for management reporting and shareowner records
         from company's office
     |_| Providing daily data for registered holders and DTC participants
         (including geographic analyses, VIP reporting, share distribution,
         etc.) (Reporting DTC data is subject to additional charge to company
         directly from DTC)
     |_| Providing daily access to proxy tabulation file during annual meeting
         season


D.   TELEPHONE CALLS
     ---------------
--------------------------------------------------------------------------------
     EACH TELEPHONE CALL RECEIVED FROM SHAREOWNERS:

     IVR CALLS (EACH CALL COMPLETED THROUGH THE IVR) ..............$  0.75

     EACH CALL HANDLED BY A LIVE CSR (FOR SHAREOWNERS THAT
        OPT OUT OF IVR) ...........................................$  3.25
--------------------------------------------------------------------------------

     |_| Provide general 800 number for shareowner inquiries and Interactive
         Voice Response (IVR) system
     |_| Provide adequate staffing to manage and achieve an acceptable
         average speed of answer (ASA)


E.   CERTIFICATE ISSUANCE
     --------------------
--------------------------------------------------------------------------------
     EACH CERTIFICATE OR DRS STATEMENT ISSUED AND REGISTERED
     (ROUTINE TURNAROUND) .........................................$  2.50

     EACH LEGAL TRANSFER PROCESSED (NON-ROUTINE TURNAROUND) .......$ 25.00

     EACH OPTION EXERCISED (PER TRANSACTION) ......................$ 15.00

     EACH SAME DAY ISSUANCE TRANSACTION (INCLUDING DWACS)..........$ 25.00
--------------------------------------------------------------------------------

                 Neuberger Berman Closed End Fund - Fee page 2
                               Issued July 26, 2002

<PAGE>
                                                                        ________
                                                                           THE
                                                                         BANK OF
                                                                        NEW YORK
                                                                        ________

Certificate issuance functions include the following:

     |_| Qualifying under rules of the NYSE, AMEX, and NASDAQ to act in dual
         capacity of transfer agent and registrar
     |_| Maintaining mail and window facilities for the receipt of transfer
         requests as required by NYSE and AMEX rules
     |_| Examining transfer requests for proper documentation-routine
         and non-routine
     |_| Verifying that an original issuance is properly authorized and has
         all necessary approvals
     |_| Verifying that no stop orders are held against the surrendered
         certificates
     |_| Recording canceled and issued certificates by registration,
         certificate number, number of shares and date issued/canceled
     |_| Processing restricted transfers
     |_| Processing legal transfers based on supporting documentation
     |_| Replacing lost, destroyed or stolen certificates
     |_| Furnishing daily transfer journals


F.   DIVIDEND DISBURSEMENT (When applicable)
     ---------------------
--------------------------------------------------------------------------------
     EACH CHECK ISSUED.............................................$   0.50
     EACH WIRE TRANSFER MADE.......................................$  15.00
     SET-UP OF ACH INFORMATION (PER ACCOUNT).......................$   3.00
     EACH ACH TRANSMISSION (PER ACCOUNT)...........................$   0.10
       MINIMUM FEE (PER TRANSMISSION)..............................$ 250.00
     EACH ACH ACKNOWLEDGMENT MAILED................................$   0.25
       MINIMUM FEE (PER MAILING)...................................$ 250.00
--------------------------------------------------------------------------------

Dividend disbursement functions include the following:

     |_| Calculating dividend and mailing checks
     |_| Reconciling checks
     |_| Preparing payment register in list or microfiche form
     |_| Withholding and filing taxes for non-resident aliens and uncertified
         accounts
     |_| Filing federal tax information returns on tape
     |_| Mailing required statements (Form 1099) to registered holders
     |_| Maintaining stop files and issuing replacement checks
     |_| Maintaining payment orders and addresses


G.   DIVIDEND REINVESTMENT PLAN
     --------------------------
--------------------------------------------------------------------------------
     COMPANY PAID
     ------------
     MONTHLY ADMINISTRATION FEE (PER PLAN)...................... INCLUDED
     EACH DIVIDEND REINVESTED (PER ACCOUNT).....................$    1.50
     EACH OPTIONAL CASH INVESTMENT (PER TRANSACTION)............$    5.00
     BROKERAGE COMMISSION (PER SHARE PURCHASED).................$    0.10
     EACH ACH DEBIT PROCESSED...................................$    2.00

     SHAREOWNER PAID
     ---------------
     EACH FULL OR PARTIAL SALE OF SHARES UPON LIQUIDATION
       OR TERMINATION (PER TRANSACTION).........................$   15.00
     EACH WITHDRAWAL OF SHARES (PER OCCURRENCE)..................INCLUDED
     EACH DEPOSIT OF SHARE CERTIFICATES (PER OCCURRENCE).........INCLUDED
     EACH BOOK-TO-BOOK TRANSFER (PER OCCURRENCE).................INCLUDED
     BROKERAGE COMMISSION (PER SHARE SOLD)......................$    0.10
--------------------------------------------------------------------------------

                 Neuberger Berman Closed End Fund - Fee page 3
                               Issued July 26, 2002

<PAGE>
                                                                        ________
                                                                           THE
                                                                         BANK OF
                                                                        NEW YORK
                                                                        ________

Dividend reinvestment plan functions include the following:

     |_| Processing enrollments of new accounts
     |_| Processing dividends for reinvestment
     |_| Processing optional cash payments on periodic basis (weekly,
         bi-monthly, monthly, etc.)
     |_| Monitoring cash payments for amounts in excess of plan limits
     |_| Preparing participant statements of account, after each
         transaction, showing activity for current period
     |_| Processing requests for liquidation and termination according
         to plan specifications
     |_| Issuing certificates to participants upon request for withdrawal
     |_| Receiving certificates from participants for deposit into the plan
     |_| Processing requests from participants for Book-to-Book transfers
     |_| Providing periodic investment reports to the company
     |_| Preparing Form 1099B to report sale proceeds


LOST SHAREHOLDER SEARCH (Required under SEC Rule 17ad-17 and 17a-24)
--------------------------------------------------------------------
--------------------------------------------------------------------------------
     ELECTRONIC SEARCH PROGRAM (Two Required Annually)
     -------------------------

       MANAGEMENT AND SET-UP FEE PER SEARCH)........................$ 75.00
       EACH LOST ACCOUNT SEARCHED...................................$  3.50
                                           AND
                                           ---
     IN-DEPTH SEARCH PROGRAM
     -----------------------
       MANAGING AND CONDUCTING LOST ACCOUNT SEARCH.......No Additional Cost
--------------------------------------------------------------------------------

Lost shareholder search functions include the following:
     |_| Searching for better addresses semi-annually
     |_| Sending verification notice to shareholder
     |_| Reviewing and clearing legal items
     |_| Posting new address and clearing unclaimed property
     |_| Conducting in-depth research in conjunction with a third party vendor.
         (may involve charge to shareholder if they request the third party
         vendor services)

     ADDITIONAL SERVICES EXCLUDED FROM THE PER FUND MONTHLY MINIMUM FEE
     ------------------------------------------------------------------

SHAREOWNER LISTS & ANALYSES:
---------------------------
--------------------------------------------------------------------------------
     SIX STANDARD SHAREOWNER LISTS, ANALYSES OR SET OF LABELS
        (Per Fund) ............................................. INCLUDED

     IN EXCESS OF SIX  LISTS, ANALYSES OR SET OF LABELS PER FUND
     -----------------------------------------------------------

     STANDARD SHAREOWNER LISTS, ANALYSES OR LABELS
        (Per Account, Per Fund)................................. $   0.03
     MINIMUM FEE PER LIST, ANALYSIS OR LABEL ................... $ 500.00

     ADDITIONAL WEEKLY, MONTHLY OR CUSTOM LISTS OR ANALYSES ....APPRAISAL
--------------------------------------------------------------------------------


SPECIAL & OTHER MAILINGS:
------------------------
--------------------------------------------------------------------------------
     MINIMUM FEE PER MAILING ....................................$ 250.00
     SEPARATE MAILING OF MISCELLANEOUS REPORTS
        (Per Account) .......................................... $   0.10

     ALL OTHER MAILINGS:
     ------------------
     PREPARING AND MACHINE INSERTING UP TO TWO ENCLOSURES
        (Per Account) .......................................... $   0.10
     INSERTING ADDITIONAL ENCLOSURES (Per Enclosure).............$   0.03
     INSERTING ENCLOSURES MANUALLY AND OR MATCHED MAILINGS .....APPRAISAL
--------------------------------------------------------------------------------

                 Neuberger Berman Closed End Fund - Fee page 4
                               Issued July 26, 2002

<PAGE>
                                                                        ________
                                                                           THE
                                                                         BANK OF
                                                                        NEW YORK
                                                                        ________

ESCHEATMENT
-----------
--------------------------------------------------------------------------------
     DUE DILIGENCE MAILING (PER ACCOUNT)...........................$   1.00
       MINIMUM FEE.................................................$ 250.00
     EACH ABANDONED PROPERTY REPORT FILED DIRECTLY (PER STATE).....$  75.00
     EACH ABANDONED PROPERTY REPORT PROVIDED TO CLIENT (PER STATE).$  50.00
     EACH SHAREOWNER ACCOUNT REPORTED..............................$   2.00
--------------------------------------------------------------------------------

Escheatment functions include the following:

     |_| Preparing preliminary report of abandoned property
     |_| Performing "due diligence" mailing to holders with abandoned property
     |_| Clearing property for holders responding to the mailing
     |_| Preparing final report and remitting abandoned property to each State


OPTIONAL PROXY & ANNUAL MEETING SERVICES:
----------------------------------------
--------------------------------------------------------------------------------
     INTERNET / TELEPHONE VOTING
     SET-UP AND ADMINISTRATION (INCLUDES DEDICATED 800#).........$ 4,000.00

     CUSTOM CHANGES TO 800 #......................................APPRAISAL
     CUSTOM CHANGES TO WEBSITE....................................APPRAISAL
     ALTERATIONS TO WEBSITE AFTER FINAL SIGN-OFF .................APPRAISAL

     EACH PROXY VOTED BY PHONE...................................$     0.22

     EACH PROXY VOTED BY INTERNET................................$     0.07
--------------------------------------------------------------------------------

OTHER SERVICES
--------------

The following services, not included in our basic services, are available upon
request:

     |_| Stock option plan administration
     |_| Direct stock purchase and sale plan administration
     |_| Automated direct dividend deposit service solicitation
     |_| Stock dividend / split processing
     |_| Rights Agent
     |_| Warrant Agent
     |_| Reorganization services for corporate actions (e.g., tenders,
         exchanges, spin offs, etc.)
     |_| Odd lot processing
     |_| Direct Report -- an alternative to mailing quarterly reports
     |_| Non-shareowner mailing list maintenance
     |_| Second mailing for proxies
     |_| Processing outgoing tape files
     |_| Processing incoming tape files (in BNY format)
     |_| Processing external proxy files (in BNY format)
--------------------------------------------------------------------------------

CONTRACT EXPIRATION
-------------------
Our fees are effective for a period of TWO years, and are billed monthly.


                 Neuberger Berman Closed End Fund - Fee page 5
                              Issued July 26, 2002

<PAGE>
                                                                        ________
                                                                           THE
                                                                         BANK OF
                                                                        NEW YORK
                                                                        ________

                          EXPENSES AND OTHER CHARGES

OUT-OF-POCKET EXPENSES
Out-of-pocket expenses include, but is not limited to: the cost of stationery
and supplies, such as transfer sheets, dividend checks, etc., together with any
disbursement for telephone, including allocation for 800 carrier phone service,
mail insurance premiums, bulk rate handling, records storage, travel for annual
meeting, individual client link-up charges for ADP, tape charges from DTC, legal
counsel etc. are billed in addition to the above fees.

SECONDARY OFFERINGS
A fee of $3,500 will be imposed for additional activities associated with the
acceptance of appointments involving secondary public offerings.

OTHER SERVICES
Fees for any services not specified above will be based on an appraisal of the
work to be performed or on the Bank's standard fees at the time of the request.

REGULATORY CHANGES
Fees for any new services or requirements requested by any governmental
regulatory agency will be assessed on the appraisal of the work to be performed
at the time of the request from the agency.

INTEREST
Interest of one and one-half percent (1.5%) per month WILL BE charged on all
invoices unpaid for more than 30 days from receipt of invoice.

CONVERSION
There is usually no charge for converting the company's files to the Bank's
system with the exception of any manual processing that may be necessary (e.g.,
outstanding check history from the current agent's file). A review of the
current files and formats will be made to determine if any situation exists
which will require extraordinary effort to complete the conversion. A charge may
also be imposed for any significant number of closed shareholder accounts that
the company requests be converted to the Bank's system. Any charge will be
discussed with the company prior to work commencing.

TERMS OF PROPOSAL
THE BANK OF NEW YORK'S FINAL ACCEPTANCE OF THIS APPOINTMENT IS SUBJECT TO THE
FULL REVIEW AND APPROVAL OF ALL RELATED DOCUMENTATION. THE FEES PRESENTED HEREIN
ARE BASED ON DATA CURRENTLY AVAILABLE. IF THERE ARE ANY CHANGES IN THE SCOPE OR
COMPLEXITY OF THE JOB REQUIREMENTS, THE FEES WILL BE REVIEWED AND ADJUSTED
ACCORDINGLY. THIS OFFER IS SUBJECT TO REVISION IF WE DO NOT ENTER INTO A WRITTEN
AGREEMENT WITHIN SIXTY DAYS OF THE DATE OF THIS PROPOSAL.

DOCUMENTATION OF APPOINTMENT
The Bank of New York reserves the right to suspend all conversion activities,
(or closing activities in the case of an Initial Public Offering), if the
following documentation is not received prior to our effective date as transfer
agent and registrar. YOUR BANK OF NEW YORK STOCK TRANSFER RELATIONSHIP MANAGER
WILL PROVIDE SAMPLES OF THE FOLLOWING DOCUMENTATION AS NEEDED.

o  STOCK TRANSFER AGENCY AGREEMENT

o  OPINION OF COUNSEL AS TO: THE VALIDITY OF SHARES OUTSTANDING, PROPER
   ORGANIZATION OF COMPANY, ETC.


                 Neuberger Berman Closed End Fund - Fee page 6
                              Issued July 26, 2002

<PAGE>
                                                                        ________
                                                                           THE
                                                                         BANK OF
                                                                        NEW YORK
                                                                        ________

DOCUMENTATION OF APPOINTMENT (CONTINUED)

o     UNDER THE SEAL OF THE CORPORATE SECRETARY
         A Copy of the Corporate By-Laws
         Specimen stock certificate
         Certificate of Incorporation with amendments
         List and sample signature of authorized signers

o     SECRETARY'S CERTIFICATION AS TO:
         Number of shares, by each class; chartered, authorized, issued and
         outstanding on effective date All remaining shares to be issued out of
         each reserve established for option plans, restricted stock, new and
         secondary issues, etc.

o     NEW YORK STATE TAX FORM

o     EMPLOYER APPOINTMENT OF AGENT - I.R.S. FORM 2678


TERMINATION
The Bank's appointment as stock transfer agent may be terminated only in
accordance with the provisions of the Agreement. At any client termination
outside of the provisions, a fee of ten percent (10%) -PER FUND- of the previous
twelve (12) months' fees, will be charged plus associated expenses for lists,
tapes, etc., requested by the successor agent. These charges are made to
compensate for the additional time and expense involved in re-routing
certificates and correspondence sent to us and for other related administrative
and clerical duties.

CONFIDENTIALITY
The information contained in this proposal is confidential. It is intended only
for the directors, officers, employees and consultants of the Company who must
analyze it to make a determination regarding the services to be provided.

By receipt of this proposal, recipient agrees not to divulge any of the
information contained herein to any third party.


                 Neuberger Berman Closed End Fund - Fee page 7
                              Issued July 26, 2002



</TEXT>
</DOCUMENT>
