SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

Neuberger Berman Income Opportunity Fund Inc.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

64126L108

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 30, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 64126L108

1	NAME OF REPORTING PERSON WESTERN INVESTMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,677,793
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,677,793
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,677,793
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14	TYPE OF REPORTING PERSON OO

2

CUSIP NO. 64126L108

1	NAME OF REPORTING PERSON ARTHUR D. LIPSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,677,793
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,677,793
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,677,793
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14	TYPE OF REPORTING PERSON IN

3

CUSIP NO. 64126L108

1	NAME OF REPORTING PERSON WESTERN INVESTMENT HEDGED PARTNERS L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 531,300
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 531,300
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 531,300
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%
14	TYPE OF REPORTING PERSON PN

4

CUSIP NO. 64126L108

1	NAME OF REPORTING PERSON WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 84,613
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 84,613
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,613
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

5

CUSIP NO. 64126L108

1	NAME OF REPORTING PERSON WESTERN INVESTMENT ACTIVISM PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 529,517
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 529,517
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 529,517
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%
14	TYPE OF REPORTING PERSON OO

6

CUSIP NO. 64126L108

1	NAME OF REPORTING PERSON WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 531,263
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 531,263
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 531,263
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%
14	TYPE OF REPORTING PERSON PN

7

CUSIP NO. 64126L108

1	NAME OF REPORTING PERSON MATTHEW S. CROUSE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -
14	TYPE OF REPORTING PERSON IN

8

CUSIP NO. 64126L108

1	NAME OF REPORTING PERSON WILLIAM J. ROBERTS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -
14	TYPE OF REPORTING PERSON IN

9

CUSIP NO. 64126L108

1	NAME OF REPORTING PERSON GARY G. SCHLARBAUM
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -
14	TYPE OF REPORTING PERSON IN

10

CUSIP NO. 64126L108

1	NAME OF REPORTING PERSON ROBERT A. WOOD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -
14	TYPE OF REPORTING PERSON IN

11

CUSIP NO. 64126L108

1	NAME OF REPORTING PERSON LYNN D. SCHULTZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 100
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 100
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

12

CUSIP NO. 64126L108

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned.  This Amendment No. 3 amends the Schedule 13D as specifically set forth.

Item 2. Identity and Background.

Item 2 is hereby amended to add the following:

In connection with the withdrawal of the proxy statement filed by the Reporting Persons with respect to the Issuer and the Agreement as discussed in further detail in Item 4, each of Mr. Crouse, Mr. Roberts, Mr. Schlarbaum, Professor Wood and Ms. Schultz terminated his or her obligation to act in concert with the other Reporting Persons with respect to the Issuer.  Accordingly, each of Mr. Crouse, Mr. Roberts, Mr. Schlarbaum, Professor Wood and Ms. Schultz is no longer a member of the Section 13(d) group and will cease to be Reporting Persons immediately after the filing of this statement.  The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer, to the extent required by applicable law.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

The aggregate purchase price of the 1,677,793 Shares beneficially owned by WILLC is approximately $7,038,044.  The Shares beneficially owned by WILLC consist of 1,100 Shares that were acquired with WILLC’s working capital, 531,300 Shares that were acquired with WIHP’s working capital, 84,613 Shares that were acquired with WIIP’s working capital, 529,517 Shares that were acquired with WIAP’s working capital and 531,263 Shares that were acquired with WITRP’s working capital.

The 100 Shares owned by Ms. Schultz were a gift from WILLC.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On April 30, 2009 “Western” (as defined in the Agreement and consisting of certain of the Reporting Persons including WILLC, WIHP, WIIP, WIAP, WITRP and Mr. Lipson) entered into an agreement (the “Agreement”) with Neuberger Berman Management LLC, (“Neuberger Berman”), the Issuer’s investment adviser.  Pursuant to the terms of the Agreement, the Issuer, Neuberger Berman High Yield Strategies Fund (“NHS”), Neuberger Berman California Intermediate Municipal Fund Inc. (“NBW”), Neuberger Berman Dividend Advantage Fund Inc. (“NDD”) and Neuberger Berman New York Intermediate Municipal Fund Inc. (“NBO”) (collectively the “Funds”), in addition to the previously announced tender offer for up to 10% of each Fund’s common shares, commencing on May 1, 2009 and expiring on May 29, 2009, at a price equal to 98% of each such Fund’s net asset value (“NAV”) as determined on the date the tender offer expires, have approved the terms of the first tender offer to commence in the Funds’ recently announced semi-annual tender offer program (the “Tender Offer Program”), pursuant to which each Fund will conduct up to four tender offers over a two year period for between 5% and 20% of its outstanding common shares at a price equal to 98% of its NAV, as determined on the day such tender offer expires, provided each Fund’s respective NAV maintains an average daily discount of greater than 10% during a twelve-week measurement period, and have approved the twelve-week measurement period, to commence on June 5, 2009 and ending on August 28, 2009 (the “Measurement Period”), for the initial tender offer (the “Initial Tender Offer”) under the Tender Offer Program.  The Initial Tender Offer shall commence as soon as reasonably practicable after the end of the Measurement Period, but in no event later than ten (10) business days following the end of the Measurement Period, and the Initial Tender Offer shall be for 10% of each respective Fund’s outstanding common shares at a price equal to 98% of such Fund’s NAV calculated at the close of business on the day the tender offer expires.

13

CUSIP NO. 64126L108

Neuberger Berman also agreed to use commercially reasonable efforts to identify a course of action that will provide each of NDD’s stockholders with liquidity options, including the ability of each stockholder to realize no less than 95% of NAV on their Shares as soon as reasonably practicable following approval by NDD’s Board of Directors (the “Liquidity Event”).  Options include, but are not limited to, liquidation, reorganization into one or more open-end registered investment companies advised and administered by Neuberger Berman or conversion of NDD to an open-end fund.  Neuberger Berman agreed to present and recommend approval of such Liquidity Event to NDD’s Board of Directors no later than June 30, 2009.

Pursuant to the Agreement, Western agreed to withdraw its preliminary proxy statement filed on April 10, 2009 with the Securities and Exchange Commission (“SEC”) with respect to the Issuer and to not deliver or mail any proxy materials to stockholders of the Issuer.

In addition, for a period of three years following the date of the Agreement (the “Restricted Period”), with respect to any registered investment company, managed or sponsored by Neuberger Berman, its affiliates, successors or assigns (the “NB Funds”), Western agreed to, among other things: (i) not submit any stockholder proposals for the vote or consent of stockholders, (ii) nominate any candidate for election as director or trustee or (iii) solicit proxies for any stockholder proposals or nominations of candidates for election as directors or trustees.

In addition, with respect to the NB Funds during the Restricted Period, Western agreed not to (i) encourage, recommend, advise or urge others to put forward stockholder proposals, (ii) indicate support or approval for any stockholder proposals, (iii) cause or permit its shares of common stock to be voted on any matter, other than in accordance with the recommendations of that NB Fund’s Board of Directors, or (iv) solicit or encourage others to vote against any matter recommended by an NB Fund’s Board of Directors.  Western also agreed not to, with respect to the NB Funds during the Restricted Period, purchase or otherwise acquire or obtain voting rights for any securities of the NB Funds, except for certain limited exceptions.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and (c) are hereby amended and restated as follows:

(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 17,734,383 Shares outstanding, which is the total number of Shares outstanding as of February 27, 2009, as reported in the Issuer’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 3, 2009.

As of the close of business on April 30, 2009, WIHP, WIIP, WIAP and WITRP beneficially owned 531,300, 84,613, 529,517 and 531,263 Shares, respectively, representing approximately 3.0%, less than 1%, 3.0% and 3.0%, respectively, of the Shares outstanding.  As the managing member of each of WIIP and WIAP and the general partner of each of WIHP and WITRP, WILLC may be deemed to beneficially own the 1,676,693 Shares owned in the aggregate by WIHP, WIIP, WIAP and WITRP, representing approximately 9.5% of the Shares outstanding, in addition to the 1,100 Shares it holds directly.  As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 1,677,793 Shares beneficially owned by WILLC, representing approximately 9.5% of the Shares outstanding.

14

CUSIP NO. 64126L108

As of the close of business on April 30, 2009, none of Messrs. Crouse, Roberts, Schlarbaum or Professor Wood owned any Shares.

As of the close of business on April 30, 2009, Ms. Schultz directly owned 100 Shares, representing less than 1% of the Shares outstanding.

(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 2 to the Schedule 13D.  All of such transactions were effected in the open market, unless otherwise noted.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On April 30, 2009, WILLC, WIHP, WIIP, WIAP, WITRP and Mr. Lipson entered into the Agreement as discussed in further detail in Item 4.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1   Compromise and Standstill Agreement by and among Neuberger Berman  Management LLC and Arthur D. Lipson, Western Investment LLC, Western  Investment Hedged Partners L.P., Western Investment Activism Partners LLC,  Western Investment Institutional Partners, LLC, Western Investment Total  Return Partners L.P., Western Investment Total Return Fund Ltd., Benchmark  Plus Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C. and  Benchmark Plus Management, L.L.C, dated April 30, 2009.

15

CUSIP NO. 64126L108

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 4, 2009	WESTERN INVESTMENT LLC
	By:	/s/ Arthur D. Lipson
		Name:	Arthur D. Lipson
		Title:	Managing Member

WESTERN INVESTMENT HEDGED PARTNERS L.P.
By:	Western Investment LLC
	General Partner
By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC
By:	Western Investment LLC
	Managing Member
By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

WESTERN INVESTMENT ACTIVISM PARTNERS LLC
By:	Western Investment LLC
	Managing Member
By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

16

CUSIP NO. 64126L108

WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
By:	Western Investment LLC
	General Partner
By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

/s/ Arthur D. Lipson

ARTHUR D. LIPSON

/s/ Arthur D. Lipson

ARTHUR D. LIPSON

As Attorney-In-Fact for Matthew S. Crouse

/s/ Arthur D. Lipson

ARTHUR D. LIPSON

As Attorney-In-Fact for William J. Roberts

/s/ Arthur D. Lipson

ARTHUR D. LIPSON

As Attorney-In-Fact for Gary G. Schlarbaum

/s/ Arthur D. Lipson

ARTHUR D. LIPSON

As Attorney-In-Fact for Robert A. Wood

/s/ Arthur D. Lipson

ARTHUR D. LIPSON

As Attorney-In-Fact for Lynn D. Schultz

17

CUSIP NO. 64126L108

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 2 to the Schedule 13D

Date of Purchase / Sale Shares of Common Stock Purchased / (Sold) Price Per Share ($)

WESTERN INVESTMENT LLC

None

WESTERN INVESTMENT HEDGED PARTNERS L.P.

None

WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC

04/07/09	18,700	3.2301
04/07/09	12,300	3.2451
04/08/09	13,700	3.2253
04/09/09	200	3.3285
04/13/09	80	3.4085
04/14/09	2,300	3.4211
04/15/09	14,431	3.4684
04/16/09	5,700	3.5646
04/17/09	1,702	3.7085

WESTERN INVESTMENT ACTIVISM PARTNERS LLC

None

WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.

None

ARTHUR D. LIPSON

None

MATTHEW S. CROUSE

None

WILLIAM J. ROBERTS

None

GARY G. SCHLARBAUM

None

ROBERT A. WOOD

None

LYNN D. SCHULTZ

None

18

EX-99.1

Exhibit 99.1

COMPROMISE AND STANDSTILL AGREEMENT

This Compromise and Standstill Agreement (the “Agreement”) is made and entered into effective as of the 30th day of April 2009 by and among Neuberger Berman Management LLC (“Neuberger Berman”) and Arthur D. Lipson, Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Institutional Partners, LLC, Western Investment Total Return Partners L.P., Western Investment Total Return Fund Ltd., Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C. and Benchmark Plus Management, L.L.C.  Mr. Lipson, Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Institutional Partners, LLC, Western Investment Total Return partners L.P., Western Investment Total Return Fund Ltd., Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C., and Benchmark Plus Management, L.L.C., and each of their officers, directors and present or future affiliates (as defined in the Securities Exchange Act of 1934, as amended, “Affiliates”) (collectively, referred to herein as “Western”).

WHEREAS, Neuberger Berman is an investment adviser registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisors Act of 1940, as amended, and is the investment manager to Neuberger Berman California Intermediate Municipal Fund Inc. (“NBW”), Neuberger Berman Dividend Advantage Fund Inc. (“NDD”), Neuberger Berman High Yield Strategies Fund (“NHS”), Neuberger Berman Intermediate Municipal Fund Inc. (“NBH”), Neuberger Berman Income Opportunity Fund Inc. (“NOX”), Neuberger Berman New York Intermediate Municipal Fund Inc. (“NBO”) and Neuberger Berman Real Estate Securities Income Fund Inc. (“NRO”), each a closed-end management investment company (each a “Fund” and collectively, the “Funds”) registered with the SEC, the common shares of which are publicly traded;

WHEREAS, on or about December 12, 2008, Western communicated to the Secretary of the Funds its intent to submit nominations for Class I directors/trustees, as the case may be, of each of NBW, NDD, NHS, NBH, NOX and NBO for election at the Funds’ 2009 annual meeting of stockholders (the “Annual Meetings”);

WHEREAS, the Funds have called their Annual Meetings to consider the election of Class I Directors/Trustees and to consider approval of new investment management and sub-advisory agreements in connection with the proposed acquisition of certain businesses of Neuberger Berman Holdings LLC, including Neuberger Berman and Neuberger Berman, LLC and certain fixed income businesses of the Investment Management Division of Lehman Brothers Holdings Inc. (“LBHI”), run by Lehman Brothers Asset Management LLC and together with Neuberger Berman LLC the Sub-Advisers to the Funds, by the management team, portfolio managers and certain key members and senior professionals of the former Investment Management Division of LBHI (“Change of Control Approvals”);

WHEREAS, the Board of Directors/Trustees of each Fund (collectively, the “Board”) have approved, and each Fund announced via press releases on February 6, 2009 and April 16, 2009, a tender offer for up to 10% of each Fund’s common shares at a price equal to 98% of such Fund’s net asset value (“NAV”) as determined on the day the tender offer expires, such Tender Offers to commence on May 1, 2009 and end on May 29, 2009 (each a “May Tender Offer”); and

WHEREAS, the Boards have approved, and each Fund announced via press release on February 6, 2009, a semi-annual tender offer program consisting of up to four tender offers over a two-year period (the “Tender Offer Program”) pursuant to which each Fund will conduct a tender offer for between 5% and 20% of its outstanding common shares at a price equal to 98% of its NAV determined on the day the tender offer expires if any such Fund’s common shares trade at an average daily discount to its NAV of greater than 10% for a twelve-week measurement period;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the parties agree as follows:

1.  In connection with the Annual Meetings and any adjournments thereof, or any other meeting of stockholders called for the purpose of considering the Change of Control Approvals, Western shall cause all of its shares of each Fund to be voted on each matter in accordance with the recommendations of the Board of Directors/Trustees of each Fund (collectively, the “Boards”), as set forth in each Fund’s definitive proxy statement relating to the Annual Meetings, and will not, directly or indirectly, solicit, recommend, advise or urge, formally or informally, anyone to vote otherwise.  Prior to the commencement of the Annual Meetings, upon the request of Neuberger Berman, Western will notify each Fund in accordance with the notice provisions below, of the total number of shares for which its members, or a record holder acting at the instruction of one or more of Western’s members, have submitted proxy cards.  In the event that the stockholders fail to approve any matter recommended by Board, and the Funds believe in good faith that there is a question as to how Western’s shares were voted, upon the request of an officer of Neuberger Berman, Western will notify the person identified in Section 10 and the President of Neuberger Berman as to the number of shares voted with respect to such matter and the name of the holder(s) as shown on the relevant proxy card(s).  If shares are held in street name, the notification shall so specify, indicating the name of the record holder and providing a copy of all voting instructions issued to such record holder.

2.  Western will abandon the definitive proxy statement with respect to NDD filed with the SEC on April 23, 2009, and shall not deliver or mail any proxy materials to stockholders of NDD. Such abandonment shall be deemed accomplished without any further action beyond the signing of this agreement and informing the SEC in writing.

3.  Western will abandon the preliminary proxy statements filed with the SEC with respect to: NOX as filed on April 10, 2009; NHS as filed on April 15, 2009; NBW as filed on April 17, 2009; NBO as filed on April 20, 2009 and NBH as filed on April 21, 2009, such abandonment shall be deemed accomplished without any further action beyond the signing of this agreement and informing the SEC in writing.

4.(a) Neuberger Berman represents that each of NDD, NOX, NHS, NBW and NBO  shall conduct the May Tender Offer as so announced.

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(b) Neuberger Berman represents that the Boards of NDD, NOX, NHS, NBW and NBO have approved the twelve-week measurement period which shall commence on June 5, 2009 and end on August 28, 2009 (the “Measurement Period”) with respect to the potential initial tender offer under the Tender Offer Program, and any Fund the average daily discount of which is calculated to exceed 10% during such Measurement Period shall make a tender offer for 10% of such Fund’s outstanding common shares at a price equal to 98% of such Fund’s NAV calculated at the close of business on the day the tender offer expires.  Neuberger Berman agrees that any such initial tender offers shall commence as soon as reasonably practicable after the end of the Measurement Period, but in no event later than ten (10) business days following the end of the Measurement Period.

Nothing in this Section 4 shall obligate Neuberger Berman to recommend or amend any other term of the Tender Offer Program including the amount of shares to be tendered, if required, following any subsequent measurement period.

5.  Neuberger Berman hereby undertakes to make promptly a commercially reasonable effort to identify a course of action, which Neuberger Berman believes is in the best interest of NDD and its stockholders, and that will provide each NDD stockholder with liquidity options including the ability of each NDD stockholder to realize no less than 95% of net asset value on their NDD shares, as soon as reasonably practicable following NDD board approval (the “Liquidity Event”).  Options to be considered include, but are not limited to, liquidation, reorganization into one or more open-end registered investment companies advised and administered by Neuberger Berman or conversion to an open-end fund.  Upon identifying a possible course of action, Neuberger Berman shall present and recommend approval of such action to NDD’s Board no later than June 30, 2009.

6.  (a) For a period of three years from the date of this Agreement (the “Restricted Period”), Western shall not: (i) submit any stockholder proposals for the vote or consent (collectively, “vote”) of stockholders (whether or not pursuant to SEC Rule 14a-8 or otherwise); (ii) nominate any candidate for election as a director or trustee; or (iii) solicit proxies for any stockholder proposals or nominations of candidates for election as directors or trustees, in any registered investment company, including the Funds, managed or sponsored by Neuberger Berman, its affiliates, successors or assigns, whether such funds now exist or are organized hereafter (collectively, the “NB Funds,” and each an “NB Fund”).  During the Restricted Period, Western shall not, either directly or indirectly, explicitly or implicitly: (i) encourage, recommend, advise or urge others to put forward stockholder proposals, including any proposal to replace the investment manager or sub-adviser of any NB Fund, or nominations with respect to director/trustees of any NB Fund; (ii) indicate support or approval for any stockholder proposals or nominations relating to any NB Fund (except pursuant to voting pursuant to the clause (iii) hereof); (iii) cause or permit their shares of any NB Fund to be voted on any matter in any way other than in accordance with the recommendations of that NB Fund’s Board; or (iv) solicit or encourage others to vote against any matter recommended by a NB Fund’s Board.  During the Restricted Period, Western shall not, either directly or indirectly, purchase or otherwise acquire, or obtain voting rights for, any securities issued by any NB Fund, except: (i) through reinvestment of distributions or an exchange or merger offer made to all stockholders; or (ii) in connection with the sale, transfer or other reallotment from one Western entity to another or to an Affiliate, so long as the aggregate number of shares held by Western or any Affiliate does not increase.  During the Restricted Period, Western shall not, either directly or indirectly, cause or encourage any party unrelated to Western to acquire in excess of 1% of the outstanding shares of any NB Fund.

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    (b) In the event that (i) the Liquidity Event is not approved by the NDD Board on or prior to June 30, 2009, or (ii) the NDD Board fails to recommend stockholder approval of the Liquidity Event (to the extent stockholder approval is required), and Neuberger Berman and/or NDD do not use commercially reasonable efforts to have the Liquidity Event approved as soon as reasonably practicable, Section 6(a) shall not apply with respect to NDD.

7.  During the Restricted Period, each party hereto shall refrain from directly or indirectly disparaging, impugning or taking of any action reasonably likely to damage the reputation of the other party, any NB Fund or the Board of any NB Fund.  The foregoing shall not apply to any compelled testimony or production of information, either by legal process or subpoena or in connection with a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.

8.  Immediately following the execution of this Agreement, prior to which the Boards of NDD, NOX, NHS, NBW and NBO approved the initial measurement period with respect to the Tender Offer Program and the amount to be tendered should the average daily discount exceed 10%, as described in paragraph 4(b), Neuberger Berman will issue a press release announcing the foregoing in a form substantially similar to the form attached hereto as Exhibit A.

9.  Other than as announced by Neuberger Berman or the Funds or otherwise made public by Neuberger Berman, the Funds or Western as permitted by the next sentence, or as may be required by law or regulatory process or agency, all forms and provisions of this Agreement shall remain confidential.  Neuberger Berman acknowledges and agrees that this Agreement will be filed as an exhibit to Western’s Amended Schedule 13D for each of the Funds for which Western has filed a Schedule 13D.

10.  Any notices hereunder shall be delivered by email or facsimile, with a copy by ordinary mail, directed as follows:

To the Funds and Neuberger Berman Management LLC, by delivery to:

Maxine L. Gerson, Esq.

General Counsel

Neuberger Berman Management LLC

605 Third Avenue

New York, NY 10158

mgerson@nb.com

Fax: 212-519-1060

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To Western, by delivery to:

Arthur D. Lipson

7050 S. Union Park Center, Suite 590

Midvale, Utah 84047

Fax: (801) 568-1417

With a copy to:

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

Attention: Adam W. Finerman, Esq.

afinerman@olshanlaw.com

Facsimile: (212) 451-2222

11. In the event that Neuberger Berman or a Fund breaches any material provision of this Agreement, then Sections 1, 2, 3, 6 and 7 shall terminate and be of no further force and effect.

12. This Agreement shall be binding upon and inure to the benefit of the parties and their respective agents, executors, heirs, successors and assigns.

13. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of laws provisions. The parties agree that the state and federal courts of the State of New York shall be the proper forums for any legal controversy arising in connection with this Agreement, and the parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of such courts for such purposes.

15. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and may be modified or amended only by a writing signed by an authorized representative of the parties hereto.  No representations, warranties, or inducements have been made by any party hereto concerning this Agreement other than those contained and memorialized herein.  This Agreement is the product of mutual bargaining between and among the parties and, therefore, will not be construed against one party or another.

[The remainder of this page left blank intentionally.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

WESTERN INVESTMENT LLC		WESTERN INVESTMENT HEDGED PARTNERS L.P.
		By: Western Investment LLC, Its General Partner
By:	/s/ Arthur D. Lipson
Name:	Arthur D. Lipson	By:	/s/ Arthur D. Lipson
Title:	Managing Member	Name:	Arthur D. Lipson
		Title:	Managing Member

WESTERN INVESTMENT ACTIVISM PARTNERS LLC By:  Western Investment, LLC, Its Managing Member		WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC By:  Western Investment LLC, Its Managing Member
By:	/s/ Arthur D. Lipson	By:	/s/ Arthur D. Lipson
Name:	Arthur D. Lipson	Name:	Arthur D. Lipson
Title:	Managing Member	Title:	Managing Member

WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P. By:  Western Investment, LLC, Its General Partner		WESTERN INVESTMENT TOTAL RETURN FUND LTD. By:  Western Investment LLC, Its Investment Manager
By:	/s/ Arthur D. Lipson	By:	/s/ Arthur D. Lipson
Name:	Arthur D. Lipson	Name:	Arthur D. Lipson
Title:	Managing Member	Title:	Managing Member

/s/ Arthur D. Lipson	BENCHMARK PLUS INSTITUTIONAL PLUS, L.L.C.
Arthur D. Lipson	By: Benchmark Plus Management, L.L.C., Managing Member
	By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:

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BENCHMARK PLUS PARTNERS L.L.C. By: Benchmark Plus Management, L.L.C., Managing Member		BENCHMARK PLUS MANAGEMENT L.L.C.
By:	/s/ Robert Ferguson	By:	/s/ Robert Ferguson
Name:	Robert Ferguson	Name:	Robert Ferguson
Title:		Title:

NEUBERGER BERMAN MANAGEMENT LLC
By:	/s/ Robert Conti
Name:	Robert Conti
Title:	President and Chief Executive Officer

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EXHIBIT A

NEW YORK, NY, April [  ], 2009,  Neuberger Berman Management LLC (“NB Management”) announced today the first measurement period for each of Neuberger Berman California Intermediate Municipal Fund Inc. (AMEX: NBW), Neuberger Berman Dividend Advantage Fund Inc. (AMEX: NDD), Neuberger Berman Income Opportunity Fund Inc. (AMEX: NOX), Neuberger Berman New York Intermediate Municipal Fund Inc. (AMEX:NBO) and Neuberger Berman High Yield Strategies Fund Inc. (NYSE: NHS) (each a “Fund” and collectively, the “Funds”) under the previously announced semi-annual tender offer programs (each, a “tender offer program”). Under each tender offer program, if a Fund’s common shares trade at an average daily discount to net asset value (“NAV”) of greater than 10% during a 12-week measurement period, the Fund would conduct a tender offer for between 5% and 20% of its outstanding common shares at a price equal to 98% of its NAV determined on the day the tender offer expires.  Each Fund has determined that the initial measurement period shall commence on June 5, 2009 and end on August 28, 2009 (the “Measurement Period”).  Furthermore, the Funds’ Boards of Directors/Trustees have decided that should any Fund’s average daily discount exceed 10% during the Measurement Period such Fund shall make a tender offer for up to 10% of its outstanding shares.

Additionally, NB Management today announced that it is exploring certain courses of action with respect to NDD that would result in increased liquidity options for NDD’s shareholders.  Neuberger Berman currently anticipates that it will present, and recommend for approval, a course of action to NDD’s Board of Directors at its next regularly scheduled meeting.

This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of any Fund.  The Funds have not yet commenced the tender offers described in this release.  Any tender offer will be made only by an offer to purchase, a related letter of transmittal and other documents, which will be filed with the Securities and Exchange Commission as exhibits to a tender offer statement on Schedule TO.  Shareholders of each Fund should read the relevant offer to purchase and tender offer statement on Schedule TO and related exhibits when those documents are filed and become available, as they will contain important information about the tender offers.  

Neuberger Berman Management LLC, the Funds’ investment manager, is a subsidiary of Neuberger Berman Holdings LLC, an investment advisory company serving individuals, families, and taxable and non-taxable institutions with a broad range of investment products, services and strategies.  Neuberger Berman engages in wealth management services including private asset management, mutual funds, institutional management and alternative investments. For further information about Neuberger Berman please visit www.nb.com.

# # #

Statements made in this release that look forward in time involve risks and uncertainties and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such risks and uncertainties include, without limitation, the adverse effect from a decline in the securities markets or a decline in a Fund’s performance, a general downturn in the economy, competition from other closed-end investment companies, changes in government policy or regulation, inability of a Fund’s investment adviser to attract or retain key employees, inability of a Fund to implement its investment strategy, inability of a Fund to manage rapid expansion and unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations.

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