SUB-ADVISORY AGREEMENT

                         NEUBERGER BERMAN MANAGEMENT INC.
                                605 Third Avenue
                          New York, New York 10158-0006


September 24, 2002

Neuberger Berman, LLC
605 Third Avenue
New York, New York 10158-3698


Dear Sirs:

        We have entered into a Management Agreement with Neuberger Berman
Intermediate Municipal Fund Inc. ("Fund") pursuant to which we are to act as
investment adviser to the Fund. We hereby agree with you as follows:

        1.    You agree for the duration of this Agreement to furnish us with
              such investment recommendations and research information, of the
              same type as that which you from time to time provide to your
              employees for use in managing client accounts, all as we shall
              reasonably request. In the absence of willful misfeasance, bad
              faith or gross negligence in the performance of your duties, or of
              the reckless disregard of your duties and obligations hereunder,
              you shall not be subject to liability for any act or omission or
              any loss suffered by the Fund or its security holders in
              connection with the matters to which this Agreement relates.

        2.    In consideration of your agreements set forth in paragraph 1
              above, we agree to pay you on the basis of direct and indirect
              costs to you of performing such agreements. Indirect costs shall
              be allocated on a basis mutually satisfactory to you and to us.

        3.    As used in this Agreement, the terms "assignment" and "vote of a
              majority of the outstanding voting securities" shall have the
              meanings given to them by Section 2(a)(4) and 2(a)(42),
              respectively, of the Investment Company Act of 1940, as amended.

                      This Agreement shall terminate automatically in the
              event of its assignment, or upon termination of the Management
              Agreement between the Fund and the undersigned.

                      This Agreement may be terminated at any time, without
              the payment of any penalty, (a) by the Directors of the Fund or by
              vote of a majority of the outstanding securities of the Fund or by
              the undersigned on not less than sixty days' written notice
              addressed to you at your principal place of business; and (b) by



              you, without the payment of any penalty, on not less than thirty
              nor more than sixty days' written notice addressed to the Fund and
              the undersigned at the Fund's principal place of business.

                      This Agreement shall remain in full force and effect
              until June 30, 2004 (unless sooner terminated as provided above)
              and from year to year thereafter only so long as its continuance
              is approved in the manner required by the Investment Company Act
              of 1940, as from time to time amended.

                      If you are in agreement with the foregoing, please
              sign the form of acceptance on the enclosed counterpart hereof and
              return the same to us.


                                           Very truly yours,

                                           NEUBERGER BERMAN MANAGEMENT INC.


                                           By: /s/ Peter E. Sundman
                                               ---------------------------------
                                               President



              The foregoing is hereby accepted as
              of the date first above written.

              NEUBERGER BERMAN, LLC


              By: /s/ Peter E. Sundman
                  -------------------------------
                  Executive Vice President