SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
Tender Offer Statement Under Section 14(D)(1) or 13(E)(1) of the
Securities Exchange Act Of 1934
(Amendment No. 1)

NEUBERGER BERMAN HIGH YIELD STRATEGIES FUND

(Name of Subject Company (Issuer))
 

NEUBERGER BERMAN HIGH YIELD STRATEGIES FUND

(Name of Filing Person (Issuer))
 

COMMON SHARES OF BENEFICIAL INTEREST, NO PAR VALUE PER SHARE

(Title of Class of Securities)

64128C106

(CUSIP Number of Class of Securities)

Robert Conti

Chief Executive Officer and President
Neuberger Berman High Yield Strategies Fund
605 Third Avenue
New York, NY 10158-0180
Telephone: (877) 628-2583

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

With a Copy to:

Arthur C. Delibert, Esq.

K&L Gates LLP
1601 K Street, NW
Washington, DC 20006

Telephone: (202) 778-9000

Calculation of Filing Fee

Transaction Valuation	Amount of Filing Fee
$10,460,273 (a)	$583.68 (b)

(a)     Calculated as the aggregate maximum purchase price to be paid for 1,225,459 shares in the offer, based upon a price of 98% of the net asset value per share of $8.71 on April 28, 2009.
(b)     Calculated at $55.80 per $1,000,000 of the Transaction Valuation.
 

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $583.68	Filing Party: Neuberger Berman High Yield Strategies Fund
Form or Registration No.: Schedule TO	Date Filed: May 1, 2009

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:  

o third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

Items 1 through 9 and Item 11.

This Amendment No. 1 to Tender Offer Statement on Schedule TO is filed by Neuberger Berman High Yield Strategies Fund, a Delaware statutory trust (the “Fund”). This Schedule TO relates to its offer to purchase up to 10% of its outstanding common shares of beneficial interest, no par value per share (the “Common Shares”), upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated May 1, 2009 and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The price to be paid for the Common Shares is an amount per share, net to the seller in cash, equal to 98% of the net asset value per share as determined by the Fund at the close of regular trading on the New York Stock Exchange on May 29, 2009, or such later date to which the Offer is extended. This Amendment No. 1 includes the final versions of certain exhibits, incorrect versions of which were inadvertently included in the Fund's filing of its Tender Offer Statement on Schedule TO on Friday, May 1, 2009. The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.

Item 12.     Exhibits.

Exhibit No.	Document
(a)(1)(i)	Offer to Purchase dated May 1, 2009.
(a)(1)(ii)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
(a)(1)(iii)	Notice of Guaranteed Delivery.
(a)(1)(v)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Item 13.

Not applicable.

Signature

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NEUBERGER BERMAN HIGH YIELD STRATEGIES FUND
By:	/s/ Robert Conti
Name:	Robert Conti
Title:	President and Chief Executive Officer

Dated:     May 4, 2009

Exhibit Index

Exhibit No.	Document
(a)(1)(i)	Offer to Purchase dated May 1, 2009.
(a)(1)(ii)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
(a)(1)(iii)	Notice of Guaranteed Delivery.
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi)	Notice of Withdrawal
(a)(5)	Press Release issued by the Fund dated May 1, 2009.

EX-99

 

Offer by
Each of

Neuberger Berman California Intermediate Municipal Fund Inc.
Neuberger Berman Dividend Advantage Fund Inc.
Neuberger Berman Income Opportunity Fund Inc.
Neuberger Berman High Yield Strategies Fund
Neuberger Berman Intermediate Municipal Fund Inc.
Neuberger Berman New York Intermediate Municipal Fund Inc.
(each, a "Fund")
to Purchase for Cash
Up To 10% of each Fund's
Outstanding Common Shares (as defined below)

        THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, MAY 29, 2009, UNLESS THE OFFER IS EXTENDED.

        THE OFFER (AS DEFINED HEREIN) IS NOT CONDITIONED UPON A FUND OBTAINING FINANCING OR UPON ANY MINIMUM NUMBER OF COMMON SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE "INTRODUCTION" AND "THE OFFER—CONDITIONS TO THE OFFER."

        NO FUND NOR ANY BOARD OF DIRECTORS OR BOARD OF TRUSTEES, AS APPLICABLE ("BOARD"), IS MAKING ANY RECOMMENDATION TO ANY HOLDER OF COMMON SHARES ("STOCKHOLDER") WHETHER TO TENDER OR REFRAIN FROM TENDERING COMMON SHARES IN THE OFFER. EACH STOCKHOLDER IS URGED TO READ AND EVALUATE THE OFFER CAREFULLY. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THE MATERIALS ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIALS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND OR ITS BOARD.

        COMMON SHARES TENDERED IN THE OFFER THAT BECAUSE OF PRORATION ARE NOT PURCHASED WILL BE RETURNED AT OUR EXPENSE TO YOU OR TO OTHER PERSONS AT YOUR DISCRETION.

Important Stockholder Information

        If you wish to tender all or any part of your Common Shares (as defined below), you should either (i)(a) complete and sign the Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter of Transmittal, have your signature thereon guaranteed if required by Instruction 1 to the Letter of Transmittal, and mail or deliver the Letter of Transmittal (or such facsimile thereof) and any other required documents to the Depositary (as defined herein) or

(b) deliver such Common Shares pursuant to the procedures for book-entry transfers set forth in the section "The Offer—Procedure for Tendering Common Shares" prior to the expiration date of the Offer or (ii) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If you have Common Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if you desire to tender your Common Shares.

        If you desire to tender your Common Shares and your Common Shares are not immediately available, or you cannot comply with the procedures for book-entry transfers described in the Offer on a timely basis, you may tender such Common Shares by following the procedures for guaranteed delivery set forth in the section "The Offer—Procedure for Tendering Common Shares."

        To tender your Common Shares, you must follow the procedures described in the materials enclosed herewith. A Fund may reject any tender not fully in compliance with these procedures.

        A summary of the principal terms of the Offer appears on pages 1-4 hereof.

        If you have questions about the Offer, you can contact Mellon Investor Services LLC, the information agent for the Offer, at its respective addresses and telephone number set forth on the back cover of the Offer. You can also obtain additional copies of this Offer to Purchase, the related Letter of Transmittal and the Notice of Guaranteed Delivery from the information agent, or your broker, dealer, commercial bank, trust company or other nominee.

        IF YOU DO NOT WISH TO TENDER YOUR COMMON SHARES, YOU NEED NOT TAKE ANY ACTION.

        THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH RESPECT TO THE OFFER.

May 1, 2009

Table of Contents

			Page
SUMMARY TERM SHEET			1
INTRODUCTION			5
THE OFFER			7
	1.	Terms of the Offer; Expiration Date	7
	2.	Extension of Tender Period; Termination; Amendment	9
	3.	Acceptance for Payment and Payment	9
	4.	Procedure for Tendering Common Shares	10
	5.	Withdrawal Rights	13
	6.	Material Tax Considerations	14
	7.	Price Range of Common Shares; Dividends	17
	8.	Certain Information Concerning the Funds	19
	9.	Source and Amount of Funds	20
	10.	Interest of Directors/Trustees and Executive Officers; Transactions and Arrangements Concerning the Common Shares	21
	11.	Certain Effects of the Offer	21
	12.	Purpose of the Offer	23
	13.	Conditions to the Offer	24
	14.	Plans or Proposals of the Funds; Regulatory Approvals	25
	15.	Fees and Expenses	25
	16.	Miscellaneous	26

SUMMARY TERM SHEET

        This summary term sheet is a brief description of the material provisions of the Offer (as defined below) being made by each of Neuberger Berman California Intermediate Municipal Fund Inc. ("California Intermediate"), Neuberger Berman Dividend Advantage Fund Inc. ("Dividend Advantage"), Neuberger Berman Income Opportunity Fund Inc. ("Income Opportunity"), Neuberger Berman Intermediate Municipal Fund Inc. ("Intermediate Municipal") and Neuberger Berman New York Intermediate Municipal Fund Inc. ("New York Intermediate"), each a Maryland corporation, to purchase for cash up to 10% of its outstanding shares of common stock, par value $0.0001 per share (the "Common Stock") and by Neuberger Berman High Yield Strategies Fund ("High Yield Strategies"), a Delaware statutory trust, to purchase for cash up to 10% of its outstanding common shares of beneficial interest, no par value per share (together with the Common Stock, the "Common Shares"), upon the terms and subject to the conditions set forth in this Offer to Purchase and the accompanying Letter of Transmittal (which together, as amended, supplemented or otherwise modified from time to time, constitute the "Offer"). The price to be paid for the Common Shares is an amount per share, net to the seller in cash, equal to 98% of the net asset value per share ("NAV") as determined by a Fund at the close of regular trading on the American Stock Exchange ("AMEX") or New York Stock Exchange ("NYSE"), as applicable, on May 29, 2009, or such later date to which the Offer is extended.

        The following are some of the questions you, as a Stockholder of a Fund, may have and answers to those questions. You should carefully read the Offer to Purchase and the accompanying Letter of Transmittal in their entirety because the information in this summary term sheet is not complete and additional important information is contained in the remainder of the Offer to Purchase and the Letter of Transmittal.

What and How Many Securities Are the Funds Offering to Purchase?

        Each Fund is offering to purchase up to 10% of its Common Shares (the "Offer Amount"). If the number of Common Shares properly tendered and not withdrawn prior to the date and time the Offer expires is less than or equal to the Offer Amount, the Fund will, upon the terms and subject to the conditions of the Offer, purchase all Common Shares tendered. If more Common Shares than the Offer Amount are properly tendered and not withdrawn prior to the date the Offer expires, the Fund will purchase the Offer Amount on a pro rata basis (after taking into account "odd lots" and with appropriate adjustment to avoid purchase of fractional Common Shares). Preliminary results of proration will be announced by press release as promptly as practicable after the expiration date of the Offer. Stockholders may obtain such preliminary information from Mellon Investor Services LLC and may be able to obtain such information from their broker. Stockholders cannot be assured that all of their tendered Common Shares will be repurchased. Common Shares tendered in the Offer that are not purchased because of proration will be returned at our expense to you or to other persons at your discretion. See "The Offer—Terms of the Offer; Expiration Date."

How Much Are You Offering to Pay for My Common Shares and What is the Form of Payment? Will I Have to Pay any Fees or Commissions?

        The price to be paid for each Fund's Common Shares is an amount per share, net to the seller in cash, equal to 98% of the NAV as determined by the Fund at the close of regular trading on the AMEX or NYSE, as applicable, on May 29, 2009, or such later date to which the Offer is extended. On April 28, 2009, the NAV of California Intermediate was $13.61; the NAV of Dividend Advantage was $7.19; the NAV of High Yield Strategies was $8.71; the NAV of Income Opportunity was $4.41; the NAV of Intermediate Municipal was $13.66; and the NAV of New York Intermediate was $13.35. Of course, the NAV can change every business day. See "The Offer—Terms of the Offer; Expiration Date," and "The Offer—Acceptance for Payment and Payment."

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        If you tender your Common Shares to us in the Offer, you will not have to pay brokerage fees, commissions or similar expenses. If you own your Common Shares through a broker or other nominee, and your broker tenders your Common Shares on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply.

What is the Market Value of My Common Shares as of a Recent Date?

        On April 28 2009, the closing price of a Common Share of California Intermediate on the AMEX was $12.37; the closing price of a Common Share of Dividend Advantage on the AMEX was $6.57; the closing price of a Common Share of High Yield Strategies on the NYSE was $8.11; the closing price of a Common Share of Income Opportunity on the AMEX was $4.05; the closing price of a Common Share of Intermediate Municipal on the AMEX was $12.60; and the closing price of a Common Share of New York Intermediate on the AMEX was $12.36. We advise you to obtain a recent quotation for Common Shares before deciding whether to tender your Common Shares. See "The Offer—Terms of the Offer; Expiration Date."

How Long Do I Have to Decide Whether to Tender in the Offer?

        You have until 12:00 Midnight, New York City time, on May 29, 2009, to decide whether to tender your Common Shares in the Offer. Further, if you cannot deliver everything required to make a valid tender to Mellon Investor Services LLC, the depositary for the Offer, prior to such time, you may be able to use a guaranteed delivery procedure, which is described in "The Offer—Procedure for Tendering Common Shares."

Do You Have the Financial Resources to Make Payment?

        Yes. Assuming each Fund purchases 10% of its Common Shares at 98% of the April 28, 2009 NAV, the total cost, not including fees and expenses incurred in connection with the Offer, will be approximately $9,068,850 for California Intermediate, $4,090,488 for Dividend Advantage, $10,460,273 for High Yield Strategies, $7,664,449 for Income Opportunity, $27,717,535 for Intermediate Municipal and $7,303,218 for New York Intermediate. Each Fund intends to use cash on hand and also may sell portfolio securities to pay the purchase price for Common Shares tendered. See "The Offer—Source and Amount of Funds."

How Do I Tender My Common Shares in the Offer?

        To tender Common Shares, you must deliver a completed Letter of Transmittal to Mellon Investor Services LLC, the depositary for the Offer, not later than the time the Offer expires. If your Common Shares are held in street name by your broker, dealer, bank, trust company or other nominee, such nominee can tender your Common Shares through The Depository Trust Company. If you cannot deliver everything required to make a valid tender to the depositary prior to the expiration date of the Offer, you may have a limited amount of additional time by having a broker, a bank or other fiduciary that is a member of the Securities Transfer Agents Medallion Program or other eligible institution to guarantee that the missing items will be received by the depositary within three trading days. However, the depositary must receive the missing items within that three trading day period. See "The Offer—Procedure for Tendering Common Shares."

When and How Will I Be Paid for My Tendered Common Shares in the Offer?

        We will pay for all validly tendered and not withdrawn Common Shares, subject to the proration provisions noted in the Offer, promptly after the expiration date of the Offer, subject to the satisfaction or waiver of the conditions to the Offer, as set forth in "The Offer—Conditions to the Offer." We do,

2

however, reserve the right, in our sole discretion, to delay payment for Common Shares pending receipt of any regulatory or governmental approvals to the Offer as described under the caption "The Offer—Plans and Proposals of the Funds; Regulatory Approvals." We will pay for your validly tendered and not withdrawn Common Shares by depositing the purchase price with Mellon Investor Services LLC, the depositary for the Offer, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment for tendered Common Shares will be made only after timely receipt by Mellon Investor Services LLC of a properly completed and duly executed Letter of Transmittal, any other required documents for such Common Shares and, for Common Shares held in street name, confirmation of a book-entry transfer of such Common Shares (as described in "The Offer—Procedure for Tendering Common Shares").

Until What Time Can I Withdraw Tendered Common Shares In the Offer?

        You can withdraw tendered Common Shares at any time until the Offer has expired and, if we have not agreed to accept your Common Shares for payment by June 29, 2009, you can withdraw them at any time after such time until we accept Common Shares for payment. See "The Offer—Withdrawal Rights."

How Do I Withdraw Tendered Common Shares in the Offer?

        To withdraw Common Shares, you must deliver a written notice of withdrawal (a form of which can be provided upon request from the Information Agent) with the required information to Mellon Investor Services LLC, the depositary for the Offer, while you have the right to withdraw the Common Shares. If your Common Shares are held in street name by your broker, dealer, bank, trust company or other nominee, contact that firm to withdraw your tendered Common Shares.

        Withdrawals of tenders of Common Shares may not be rescinded, and any Common Shares validly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Common Shares may be retendered by following one of the procedures described in the section "The Offer—Procedure for Tendering Common Shares" of this Offer to Purchase at any time prior to the expiration date. See "The Offer—Withdrawal Rights."

Will I Have to Pay Taxes if a Fund Purchases My Common Shares in the Offer?

        Generally, your sale of Common Shares pursuant to the Offer will be a taxable transaction for federal income tax purposes and may also be a taxable transaction under applicable state, local and foreign tax laws. For federal income tax purposes, the sale of Common Shares for cash will be treated either as (1) a sale or exchange of Common Shares, or (2) a distribution with respect to your Common Shares potentially taxable as a dividend. See "The Offer—Material Tax Considerations."

        You are urged to consult with your own tax advisor to determine the tax consequences of participating in the Offer.

What Is the Purpose of the Offer?

        The purpose of the Offer is to fulfill a commitment made by the Board at a February 2009 Board meeting to conduct a tender offer for up to 10% of its outstanding Common Shares. As part of the Board's review of available options to enhance Stockholder value, the Offer is the latest in a series of steps taken by the Board and Neuberger Berman Management LLC, the Fund's investment manager, to address the discount at which Common Shares have typically traded. The Board will continue its comprehensive review of potential actions that may benefit the Funds and their Stockholders. See "The Offer—Purpose of the Offer."

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        Please bear in mind that neither a Fund nor its Board has made any recommendation as to whether or not you should tender your Common Shares. Stockholders are urged to consult their own investment and tax advisors and make their own decisions whether to tender any Common Shares and, if so, how many Common Shares to tender.

What Are the Most Significant Conditions to the Offer?

        The Offer is not conditioned upon a Fund obtaining financing or upon any minimum number of Common Shares being tendered. The Offer is, however, subject to other conditions. See "The Offer—Conditions to the Offer."

If I Decide Not to Tender My Common Shares in the Offer, How Will the Offer Affect My Common Shares?

        If you decide not to tender your Common Shares, you will still own the same number of Common Shares, and your Fund will still be a public company listed on the AMEX or NYSE, as applicable. However, you will be subject to any increased risks associated with the reduction in the Fund's total assets due to the payment for the tendered Common Shares. These risks may include greater volatility due to decreased diversification and proportionately higher expenses. The reduced net assets of the Fund as a result of the Offer may result in less investment flexibility for the Fund, depending on the number of Common Shares repurchased, and may have an adverse effect on the Fund's investment performance. The purchase of Common Shares in the Offer may reduce the number of holders of Common Shares and will reduce the number of Common Shares that might otherwise trade publicly. This could adversely affect the liquidity and market value of the remaining Common Shares the public holds. See "The Offer—Certain Effects of the Offer."

Can the Offer Be Extended and under What Circumstances?

        The Offer may be extended for any period to the extent required or permitted by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission or its staff applicable to the Offer, and after the initially scheduled expiration date of the Offer if, upon any expiration of the Offer, any condition to the Offer is not satisfied and there is a reasonable basis to believe that such condition could be satisfied. See "The Offer—Extension of Tender Period; Termination; Amendment."

How Will I Be Notified if the Offer is Extended?

        If we decide to extend the Offer, we will inform Mellon Investor Services LLC, the depositary for the Offer, of that fact and will make a public announcement of the extension, not later than 9:30 a.m., New York City time, on the business day after the day on which the Offer was scheduled to expire. See "The Offer—Extension of Tender Period; Termination; Amendment."

Who Can I Talk to if I Have Questions about the Offer?

        You can call Mellon Investor Services LLC, the information agent for the Offer, at (866) 223-8669 (toll free).

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To the Holders of Common Shares (as defined below):

INTRODUCTION

        Each of Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman Dividend Advantage Fund Inc., Neuberger Berman Income Opportunity Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc. and Neuberger Berman New York Intermediate Municipal Fund Inc., each a Maryland corporation, hereby offers to purchase for cash up to 10% of its outstanding shares of common stock, par value $0.0001 per share (the "Common Stock") and Neuberger Berman High Yield Strategies Fund, a Delaware statutory trust, hereby offers to purchase for cash up to 10% of its outstanding common shares of beneficial interest, no par value per share (together with the Common Stock, the "Common Shares"), upon the terms and subject to the conditions set forth in this Offer to Purchase and the accompanying Letter of Transmittal (which together, as amended, supplemented or otherwise modified from time to time, constitute the "Offer"). The price to be paid for the Common Shares is an amount per share, net to the seller in cash, equal to 98% of the net asset value per share ("NAV") as determined by a Fund at the close of regular trading on the American Stock Exchange ("AMEX") or New York Stock Exchange ("NYSE"), as applicable, on May 29, 2009, or such later date to which the Offer is extended (the "Per Share Amount").

        The Offer is being extended to all holders of Common Shares ("Stockholders") of the Funds and is not conditioned upon the receipt of financing or upon any minimum number of Common Shares being tendered. The Offer is subject to the conditions described in "The Offer—Conditions to the Offer."

        Common Shares tendered in the Offer that, because of proration, are not purchased will be returned at our expense to you or to other persons at your discretion.

        No Fund nor any Board of Directors or Board of Trustees ("Board") is making any recommendation to any Stockholder whether to tender or refrain from tendering Common Shares in the Offer. Each Stockholder is urged to read and evaluate the Offer carefully. No person has been authorized to give any information or to make any representations in connection with the Offer other than the materials enclosed herewith and the statements specifically set forth in such materials, and, if given or made, such information or representations may not be relied upon as having been authorized by a Fund or its Board.

        Stockholders who determine not to tender their Common Shares in the Offer should consider that a Fund will not be limited in its right to issue additional Common Shares, and other equity securities in the future. In determining whether to tender Common Shares pursuant to the Offer, Stockholders should also consider the possibility that they may be able to sell their Common Shares in the future on the AMEX or NYSE, as applicable, or otherwise at a net price higher than the Per Share Amount. A Fund can give no assurance, however, as to the price at which a Stockholder may be able to sell their Common Shares in the future. See "The Offer—Certain Effects of the Offer."

5

        The table below shows for each Fund the ticker symbol, the outstanding Common Shares as of April 28, 2009, the NAV as of April 28, 2009, and the closing price as of April 28, 2009 on the AMEX or NYSE, as applicable:

Fund	Ticker Symbol	Outstanding Common Shares		NAV		Closing Price
California Intermediate	NBW		6,799,354	$	13.61	$	12.37
Dividend Advantage	NDD		5,805,236	$	7.19	$	6.57
High Yield Strategies	NHS		12,254,585	$	8.71	$	8.11
Income Opportunity	NOX		17,734,383	$	4.41	$	4.05
Intermediate Municipal	NBH		20,705,124	$	13.66	$	12.60
New York Intermediate	NBO		5,582,218	$	13.35	$	12.36

        The Common Shares of each Fund except High Yield Strategies are listed and traded on the AMEX. The Common Shares of High Yield Strategies are listed and traded on the NYSE.

        You are urged to obtain current market quotations for the Common Shares. Stockholders may contact the information agent, at (866) 223-8669 (toll free) to obtain net asset value quotations for the Common Shares prior to 6:00 p.m., New York City time, on the expiration date.

        You will not be obligated to pay brokerage fees, commissions or, except as set forth in "The Offer—Terms of the Offer; Expiration Date," stock transfer taxes on the sale of Common Shares pursuant to the Offer. However, if you own your Common Shares through a broker or other nominee, and your broker tenders your Common Shares on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. We will pay all charges and expenses of Mellon Investor Services LLC (the "Depositary" and the "Information Agent") incurred in connection with the Offer. See "The Offer—Fees and Expenses." You may be subject to federal income tax on the receipt of cash for Common Shares purchased by us pursuant to the Offer. In addition, if you fail to complete, sign and return to the Depositary the Substitute IRS Form W-9 that is included with the Letter of Transmittal, you may be subject to required backup federal income tax withholding of 28% of the gross proceeds payable to you pursuant to the Offer, and certain non-U.S. Stockholders may be subject to a 30% income tax withholding. See "The Offer—Material Tax Considerations."

        THE OFFER AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH RESPECT TO THE OFFER.

If you do not wish to tender your Common Shares, you need not take any action.

6

THE OFFER

1.    Terms of the Offer; Expiration Date

        Upon the terms and subject to the conditions set forth in the Offer, we will accept for payment and pay cash for up to 10% of each Fund's outstanding Common Shares, or the number of Common Shares in the aggregate shown below, validly tendered and not withdrawn prior to the Expiration Date (as defined below):

Fund	Number of Common Shares
California Intermediate		679,936
Dividend Advantage		580,524
High Yield Strategies		1,225,459
Income Opportunity		1,773,439
Intermediate Municipal		2,070,513
New York Intermediate		558,222

        Each Fund reserves the right to extend the Offer to a later Expiration Date. The price to be paid for the Common Shares is an amount per share, net to the seller in cash, equal to 98% of the NAV as determined by a Fund at the close of regular trading on the AMEX or NYSE, as applicable, on May 29, 2009, or such later date to which the Offer is extended. You can obtain current NAV quotations from the Depositary by calling (866) 223-8669 (toll free) during normal business hours. Stockholders tendering Common Shares shall be entitled to receive all dividends declared on or before the Expiration Date, but not yet paid on Common Shares tendered pursuant to the Offer. See "The Offer—Price Range of Common Shares; Dividends." Under no circumstances will interest be paid on the tender price for tendered Common Shares, regardless of any extension of or amendment to the Offer or any delay in paying for such Common Shares.

        If the Common Shares tendered and not withdrawn prior to the expiration date are less than or equal to 10%, a Fund will, upon the terms and conditions of the Offer, purchase all Common Shares so tendered. In such a case, Stockholders in the Distribution Reinvestment Plan (the "DRIP") who properly tender all their Common Shares and do not withdraw such tender, we will deem to have given instructions under the DRIP to receive their last distribution in cash. If more than 10% of the Common Shares of a Fund are tendered pursuant to the Offer and not withdrawn, we will purchase 10% of the Common Shares of that Fund on a pro rata basis (after taking into account "odd lots" and with appropriate adjustment to avoid purchase of fractional Common Shares) based on the number of Common Shares properly tendered and not withdrawn by each Stockholder prior to the Expiration Date. See "The Offer—Acceptance for Payment and Payment." In each case, a Fund may determine not to purchase any Common Shares because one or more conditions described in the section "The Offer—Conditions to the Offer" of this Offer to Purchase are not met.

        "Expiration Date" means 12:00 Midnight, New York City time, on May 29, 2009, unless we extend the period of time for which the Offer is open, in which event "Expiration Date" means the latest time and date at which the Offer, as so extended, shall expire.

        Stockholders should consider the relative costs of tendering Common Shares at a 2% discount to NAV pursuant to the Offer or selling Common Shares at the market price with the associated transaction costs.

        If a Stockholder holds in the aggregate less than one hundred Common Shares (i.e., an "odd lot") and tenders all his or her Common Shares, and so certifies in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, all such Common Shares tendered will be accepted and will not be taken into account in prorating the remaining Common Shares. In such a case, a Stockholder in the DRIP who properly tender all his or her Common Shares and does not withdraw such tender, we will deem to have given instructions under the DRIP to receive his or her last distribution in cash.

7

        Except as described herein, withdrawal rights expire on the Expiration Date. Each Fund does not contemplate extending the Offer or increasing the Common Shares covered by the Offer if more than 10% of its Common Shares are tendered.

        The Offer is being made to all Stockholders of Common Shares of each Fund and is not subject to the receipt of financing or upon any minimum number of Common Shares being tendered in the Offer. The Offer is subject to other conditions as described in "The Offer—Conditions to the Offer."

        Each Fund expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary. Any such extension will also be publicly announced by press release issued no later than 9:30 a.m., New York City time, on the next business day after the initially scheduled Expiration Date. There can be no assurance, however, that a Fund will exercise its right to extend the Offer. If a Fund decides, in its sole discretion, to decrease the number of Common Shares being sought and, at the time that notice of such decrease is first published, sent or given to holders of Common Shares in the manner specified below, the Offer is scheduled to expire at any time earlier than the tenth business day from the date that such notice is first so published, sent or given, the Offer will be extended at least until the end of such ten business day period. During any extension, all Common Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering Stockholder to withdraw his or her Common Shares.

        If a Fund makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Fund will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13(e)-4(e)(3) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). During the extension, all Common Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering Stockholder to withdraw his or her Common Shares.

        Subject to the terms and conditions of the Offer, each Fund will pay the consideration offered or return the tendered securities promptly after the termination or withdrawal of the Offer. Any extension, delay or termination will be followed as promptly as practicable by public announcement thereof, such announcement, in the case of an extension, to be issued no later than 9:30 a.m., New York City time, on the next business day after the initially scheduled Expiration Date.

        Tendering Stockholders will not be obligated to pay transfer taxes on the purchase of Common Shares by a Fund, except as set forth below. If payment of the purchase price is to be made to, or Common Shares not tendered or not purchased are to be returned in the name of, any person other than the registered holder(s), or if a transfer tax is imposed for any reason other than the sale or transfer of Common Shares to a Fund pursuant to the Offer, then the amount of any stock or share transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

        The table below shows for each Fund the outstanding Common Shares as of April 28, 2009:

Fund	Outstanding Common Shares
California Intermediate		6,799,354
Dividend Advantage		5,805,236
High Yield Strategies		12,254,585
Income Opportunity		17,734,383
Intermediate Municipal		20,705,124
New York Intermediate		5,582,218

8

        Each Fund has been advised that no Directors/Trustees or officers of the Fund intend to tender any Common Shares pursuant to the Offer.

2.    Extension of Tender Period; Termination; Amendment

        Each Fund expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of time during which the Offer is pending by making a public announcement thereof. In the event that a Fund so elects to extend the tender period, the NAV for the Common Shares tendered will be computed as of the close of ordinary trading on the AMEX or NYSE, as applicable, on the Expiration Date, as extended. During any such extension, all Common Shares previously tendered and not purchased or withdrawn will remain subject to the Offer. Each Fund also reserves the right, at any time and from time to time up to and including the Expiration Date, to (a) terminate the Offer and not to purchase or pay for any Common Shares or, subject to applicable law, postpone payment for Common Shares upon the occurrence of any of the conditions specified in the section "The Offer—Conditions of the Offer" of this Offer to Purchase; and (b) amend the Offer in any respect by making a public announcement thereof. Such public announcement will be issued no later than 9:30 a.m. New York City time on the next business day after the previously scheduled Expiration Date and will disclose the approximate number of Common Shares tendered as of that date. Without limiting the manner in which a Fund may choose to make a public announcement of extension, termination or amendment, except as provided by applicable law, the Fund shall have no obligation to publish, advertise or otherwise communicate any such public announcement.

        If a Fund materially changes the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Fund will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) promulgated under the Exchange Act. These rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If (i) a Fund increases or decreases the price to be paid for Common Shares, or the Fund increases or decreases the number of Common Shares being sought and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given, the Offer will be extended at least until the expiration of such period of ten business days.

3.    Acceptance for Payment and Payment

        Upon the terms and subject to the conditions of the Offer, each Fund will accept for payment, and will pay cash for, Common Shares validly tendered on or before the Expiration Date, and not properly withdrawn in accordance with the section "The Offer—Withdrawal Rights" of this Offer to Purchase, promptly after the Expiration Date of the Offer. In addition, each Fund reserves the right, subject to compliance with Rule 14e-1(c) under the Exchange Act, to delay the acceptance for payment or payment for Common Shares pending receipt of any regulatory or governmental approvals to the Offer as described under the caption "The Offer—Plans and Proposals of the Funds; Regulatory Approvals." For a description of a Fund's right to terminate the Offer and not accept for payment or pay for Common Shares or to delay acceptance for payment or payment for Common Shares, see "The Offer—Extension of Tender Period; Termination; Amendment."

        For purposes of the Offer, a Fund shall be deemed to have accepted for payment tendered Common Shares when, as and if the Fund gives oral or written notice of our acceptance to the Depositary. A Fund will pay for Common Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from a Fund and transmitting such payments to you. In all cases,

9

payment for Common Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of such Common Shares via the Direct Registration System ("DRS") (or of a confirmation of a book-entry transfer of such Common Shares into the Depositary's account at the Book-Entry Transfer Facility (as defined in "The Offer—Procedure for Tendering Common Shares")), a properly completed and duly executed Letter of Transmittal and any other required documents. Accordingly, payment may be made to tendering Stockholders at different times if delivery of the Common Shares and other required documents occurs at different times. For a description of the procedure for tendering Common Shares pursuant to the Offer, see "The Offer—Procedure for Tendering Common Shares." Pursuant to the Offer, Common Shares that have been tendered and accepted for payment by the Fund will constitute authorized but unissued Common Shares.

        Under no circumstances will a Fund pay interest on the consideration paid for Common Shares pursuant to the Offer, regardless of any delay in making such payment. If a Fund increases the consideration to be paid for Common Shares pursuant to the Offer, the Fund will pay such increased consideration for all Common Shares purchased pursuant to the Offer.

        If any tendered Common Shares are not purchased pursuant to the Offer for any reason, other than as a result of the proration procedures described below, or if more Common Shares are submitted than are tendered, such unpurchased or untendered Common Shares will be returned to your account held through the DRS or, in the case of Common Shares tendered by book-entry transfer, via credit to an account maintained at the Book-Entry Transfer Facility (as defined below), without expense to you or to other persons at your discretion, as promptly as practicable following the expiration or termination of the Offer.

        If more than 10% of a Fund's Common Shares are validly tendered and not withdrawn prior to the Expiration Date, the Fund will accept for payment and pay for only 10% of the Fund's Common Shares on a pro rata basis (after taking into account "odd lots" and with appropriate adjustment to avoid purchase of fractional Common Shares) based on the number of Common Shares properly tendered by each Stockholder prior to or on the Expiration Date and not withdrawn. Preliminary results of proration will be announced by press release as promptly as practicable after the Expiration Date. Stockholders may obtain such preliminary information from the Information Agent and may be able to obtain such information from their broker. Unless otherwise indicated on the Letter of Transmittal, any properly tendered Common Shares that are not accepted for payment and paid for because of proration will be returned at our expense to you or to other persons at your discretion.

        If a Fund is delayed in its acceptance for payment of, or in its payment for, Common Shares, or is unable to accept for payment or pay for Common Shares pursuant to the Offer for any reason, then, without prejudice to the Fund's rights under the Offer, the Depositary may, on behalf of the Fund, retain tendered Common Shares, and such Common Shares may not be withdrawn, unless and except to the extent tendering Stockholders are entitled to withdrawal rights as described in the section "The Offer—Withdrawal Rights" of this Offer to Purchase.

        The price to be paid for the Common Shares is an amount per share, net to the seller in cash, equal to 98% of the NAV as determined by a Fund at the close of regular trading on the AMEX or NYSE, as applicable, on May 29, 2009, or such later date to which the Offer is extended.

        If you own your Common Shares through a broker or other nominee, and your broker or nominee tenders your Common Shares on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply.

4.    Procedure for Tendering Common Shares

        To tender Common Shares pursuant to the Offer, either (i) the Depositary must receive at one of its addresses set forth on the back cover of the Offer (A) a properly completed and duly executed

10

Letter of Transmittal and any other documents required by the Letter of Transmittal and (B) for Common Shares held at The Depository Trust Company, delivery of such Common Shares pursuant to the procedures for book-entry transfer described below (and a confirmation of such delivery including an Agent's Message (as defined below) if the tendering Stockholder has not delivered a Letter of Transmittal), in each case by the Expiration Date, or (ii) the guaranteed delivery procedure described below must be complied with.

        Stockholders having Common Shares that are registered in the name of a Nominee Holder, such as a broker, dealer, commercial bank, trust company or other nominee, should contact such firm if they desire to tender their Common Shares.

        If the Letter of Transmittal or any stock or share powers are signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to a Fund of their authority to so act.

        Letters of Transmittal should be sent to the Depositary; they should not be sent or delivered to the Funds, the Information Agent or the Book-Entry Transfer Facility (as defined below). Any documents delivered to the Funds, the Information Agent or the Book-Entry Transfer Facility will not be forwarded to the Depositary and, therefore, will not be deemed to have been properly tendered.

        Book-Entry Delivery.    The Depositary has established an account with respect to the Common Shares at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Offer, and any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make delivery of Common Shares by causing the Book-Entry Transfer Facility to transfer such Common Shares into the Depositary's account in accordance with the procedures of the Book-Entry Transfer Facility. However, although delivery of Common Shares may be effected through book-entry transfer, the Letter of Transmittal properly completed and duly executed together with any required signature guarantees or an Agent's Message and any other required documents must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of the Offer by the Expiration Date, or the guaranteed delivery procedure described below must be complied with. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. "Agent's Message" means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a book-entry confirmation which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Common Shares that are the subject of such book-entry confirmation which such participant has received, and agrees to be bound by, the terms of the Letter of Transmittal and that the Fund may enforce such agreement against such participant.

        Signature Guarantees.    Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP) (each, an "Eligible Institution"). Signatures on a Letter of Transmittal need not be guaranteed if (i)(a) the Letter of Transmittal is signed by the registered holder(s) of the Common Shares tendered herewith exactly as the name of such holder(s) appears on the Direct Registration Account(s), (b) payment and delivery are to be made directly to such holder(s) and (c) such holder(s) have not completed the instruction entitled "Special Payment Instructions" on the Letter of Transmittal or (ii) such Common Shares are tendered for the account of an Eligible Institution.

11

        Guaranteed Delivery.    If you wish to tender Common Shares pursuant to the Offer and cannot deliver such Common Shares and all other required documents to the Depositary by the Expiration Date, or cannot complete the procedure for delivery by book-entry transfer on a timely basis, you may nevertheless tender such Common Shares if all of the following conditions are met:

          (i)  for Common Shares held in street name, such tender is made by or through an Eligible Institution;

         (ii)  a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is received by the Depositary (as provided below) by the Expiration Date; and

        (iii)  a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantee or an Agent's Message and any other documents required by the Letter of Transmittal and, for Common Shares held in street name, confirmation of a book-entry transfer of such Common Shares into the Depositary's account at the Book-Entry Transfer Facility, are received by the Depositary within three AMEX trading days or NYSE trading days, as applicable, after the date of execution of the Notice of Guaranteed Delivery.

        The Notice of Guaranteed Delivery may be delivered by hand or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice. The method of delivery of Common Shares and all other required documents, including through the Book-Entry Transfer Facility, is at your option and risk, and the delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

        Back-up Withholding.    Under the federal income tax law, the Depositary will be required to withhold 28% of the amount of any payments made to individuals and certain non-corporate Stockholders pursuant to the Offer. In order to avoid such backup withholding, you must provide the Depositary with your correct taxpayer identification number and certify that you are not subject to backup withholding by completing the Substitute IRS Form W-9 included in the Letter of Transmittal. If you are a non-resident alien or foreign entity not subject to backup withholding, you must give the Depositary a completed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding) or Form W-8IMY (Certificate of Foreign Intermediary, Foreign Partnership or Certain U.S. Branches For United States Tax Withholding) prior to receipt of any payment.

        Validity.    Each Fund will determine, in its sole discretion, all questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Common Shares, and our determination shall be final and binding. Each Fund reserves the absolute right to reject any or all tenders of Common Shares that the Fund determines not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of its counsel, be unlawful. Each Fund also reserves the absolute right to waive any defect or irregularity in any tender of Common Shares. Each Fund's interpretation of the terms and conditions of the Offer will be final and binding. Neither the Funds, the Depositary, the Information Agent nor any other person will be under any duty to give notification of any defect or irregularity in tenders or waiver of any such defect or irregularity or incur any liability for failure to give any such notification.

        The tender of Common Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, as well as your representation and warranty that (i) you own the Common Shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act, (ii) the tender of such Common Shares complies with Rule 14e-4, and (iii) you have the full power and authority to tender, sell, assign and transfer the Common Shares tendered, as specified in the Letter of Transmittal. A Fund's acceptance for payment of Common Shares tendered by you

12

pursuant to the Offer will constitute a binding agreement between the Fund and you with respect to such Common Shares, upon the terms and subject to the conditions of the Offer.

        By submitting the Letter of Transmittal subject to, and effective upon, acceptance for payment of the Common Shares tendered in accordance with the terms and subject to the conditions of the Offer, in consideration of the acceptance for payment of such Common Shares in accordance with the terms of the Offer, the tendering Stockholders shall be deemed to sell, assign and transfer to, or upon the order of, the Fund all right, title and interest in and to all the Common Shares that are being tendered and that are being accepted for purchase pursuant to the Offer (and any and all dividends, distributions, other shares or other securities or rights declared or issuable in respect of such Common Shares after the Expiration Date) and irrevocably constitute and appoint the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Common Shares (and any such dividends, distributions, other shares or securities or rights), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) transfer ownership of such Common Shares (and any such other dividends, distributions, other shares or securities or rights), together with all accompanying evidences of transfer and authenticity to or upon the order of the Fund, upon receipt by the Depositary, as the agent of the tendering Stockholder, of the purchase price, (b) present such Common Shares (and any such other dividends, distributions, other shares or securities or rights) for transfer on the books of the Fund, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Common Shares (and any such other dividends, distributions, other shares or securities or rights), all in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney given by the tendering Stockholder with respect to such Common Shares (and any such dividends, distributions, other shares or securities or rights) will, without further action, be revoked and no subsequent powers of attorney may be given by the tendering Stockholder (and, if given, will not be effective.)

        By submitting the Letter of Transmittal, and in accordance with the terms and conditions of the Offer, the tendering Stockholder also shall be deemed to represent and warrant that: (a) the tendering Stockholder has full power and authority to tender, sell, assign and transfer the tendered Common Shares (and any and all dividends, distributions, other shares or other securities or rights declared or issuable in respect of such Common Shares after the Expiration Date); (b) when and to the extent a Fund accepts the Common Shares for purchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, proxies, encumbrances or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the tendering Stockholder will execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the tendered Common Shares (and any and all dividends, distributions, other shares or securities or rights declared or issuable in respect of such Common Shares after the Expiration Date); and (d) the tendering Stockholder has read and agreed to all of the terms of the Offer, including this Offer to Purchase and the Letter of Transmittal.

5.    Withdrawal Rights

        You may withdraw tenders of Common Shares made pursuant to the Offer at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after June 29, 2009 unless such Common Shares are accepted for payment as provided in the Offer. If we extend the period of time during which the Offer is open or are delayed in accepting for payment or paying for Common Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, on our behalf, retain all Common Shares tendered, and such Common Shares may not be withdrawn except as otherwise provided in this section.

        To withdraw tendered Common Shares, a written transmission of a notice of withdrawal (a form of which can be provided upon request from the Information Agent) with respect to the Common Shares

13

must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer, and the notice of withdrawal must specify the name of the person who tendered the Common Shares to be withdrawn and the number of Common Shares to be withdrawn and the name of the registered holder of Common Shares, if different from that of the person who tendered such Common Shares. If the Common Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Common Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted prior to the release of such Common Shares. In addition, such notice must specify, in the case of Common Shares tendered by DRS transaction, the name of the registered holder (if different from that of the tendering Stockholder) and the number of Common Shares to be withdrawn or, in the case of Common Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Common Shares. Withdrawals may not be rescinded, and Common Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Common Shares may be re-entered by again following one of the procedures described in "The Offer—Procedures for Tendering Shares" at any time prior to the Expiration Date.

        Each Fund will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, and the Fund's determination shall be final and binding. Neither the Funds, the Depositary, the Information Agent nor any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for failure to give any such notification.

        The method of delivery of any documents related to a withdrawal is at the option and risk of the withdrawing Stockholder. Any documents related to a withdrawal will be deemed delivered only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

6.    Material Tax Considerations

        The following is a discussion of material U.S. federal income tax consequences of the Offer to holders of Common Shares whose stock is tendered and accepted for payment pursuant to the Offer. The discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Department regulations, Internal Revenue Service ("IRS") rulings and judicial decisions, all as currently in effect and all of which may be changed (possibly with retroactive effect) by later legislative, judicial or administrative action. The discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder's particular circumstances or to a holder subject to special treatment under the U.S. federal income tax law. Examples would be financial institutions, tax-exempt organizations, life insurance companies, dealers in securities or currencies, Stockholders holding Common Shares as part of a conversion transaction, as part of a hedge or hedging transaction or as a position in a straddle for tax purposes and certain U.S. expatriates. In addition, the discussion below does not consider the effect of foreign, state, local or other tax laws that may be applicable to particular holders. The discussion assumes that the Common Shares tendered are held as "capital assets" within the meaning of Code section 1221.

        Each holder of Common Shares should consult its own tax advisor as to the particular U.S. federal income tax consequences to it of participating in the Offer and the applicability and effect of state, local or foreign tax laws.

        The tax treatment of a holder that tenders its Common Shares in the Offer will depend on whether the holder's receipt of cash for Common Shares pursuant to the Offer is treated as a sale or exchange of the Common Shares or instead as a distribution with respect to the Fund's stock that is actually or constructively owned by the holder.

14

        U.S. Holders.    As used herein, the term "U.S. Holder" means any holder of Common Shares that is, for U.S. federal income tax purposes, (1) a citizen or resident of the United States, (2) a corporation, partnership or other entity created or organized in or under the laws of the United States, (3) any trust the income of which is subject to U.S. federal income taxation regardless of its source or (4) an estate the administration of which is subject to the primary supervision of a U.S. court and for which one or more U.S. persons can make all substantial decisions.

        Characterization of the Sale of Common Shares Pursuant to the Offer.    The sale of Common Shares by a holder pursuant to the Offer will be treated as a "sale or exchange" for U.S. federal income tax purposes only if the receipt of cash upon such sale:

1.

is "substantially disproportionate" with respect to the holder,

2.

results in a "complete redemption" of a Fund's stock owned by the holder, or

3.

is "not essentially equivalent to a dividend" with respect to the holder.

        In determining whether any of the above three tests is satisfied, a holder must take into account not only stock that it actually owns, but also stock that it constructively owns within the meaning of Code section 318. Further, contemporaneous dispositions or acquisitions of a Fund's stock by a holder or related individuals or entities may be deemed to be part of a single integrated transaction that will be taken into account in determining whether any of the three tests has been satisfied.

        1.    Substantially Disproportionate    

        The purchase of Common Shares pursuant to the Offer will be substantially disproportionate with respect to a holder if the percentage of a Fund's then outstanding stock actually and constructively owned by the holder immediately after the purchase is less than 80% of the percentage of the Fund's stock owned by the holder determined immediately before the purchase. In no event will a purchase of Common Shares be substantially disproportionate with respect to a holder that owns 50% or more of a Fund's combined voting power after the conclusion of the Offer.

        2.    Complete Redemption    

        The purchase of Common Shares pursuant to the Offer will result in a complete redemption of a holder's equity interest if (i) all of a Fund's stock actually owned by the holder is sold pursuant to the Offer, (ii) all of the Fund's stock constructively owned by the holder, is sold pursuant to the Offer or, with respect to stock owned by certain related individuals, the holder is entitled to and effectively waives, in accordance with Code section 302(c), attribution of the Fund's stock that otherwise would be considered as constructively owned by the holder and (iii) after the Shares are sold the holder does not actually or constructively (taking into account the effect of a waiver of constructive ownership as provided in clause (ii)) own any other class of the Fund's stock. Holders wishing to satisfy the complete redemption test through waiver of the constructive ownership rules should consult their tax advisors.

        3.    Not Essentially Equivalent to a Dividend    

        The purchase of Common Shares pursuant to the Offer will be treated as not essentially equivalent to a dividend if the reduction in the holder's proportionate interest in a Fund's stock as a result of the Fund's purchase of Common Shares constitutes a "meaningful reduction" of the holder's interest. Whether the receipt of cash by a holder who sells Common Shares pursuant to the Offer will result in such a meaningful reduction will depend upon the holder's particular facts and circumstances. Generally, even a small reduction in the percentage ownership interest of a holder whose relative stock interest in a publicly held corporation (such as the Fund) is minimal and who exercises no control over the corporation's business should constitute a meaningful reduction. Holders should consult their own tax advisors regarding the application of this test to their particular circumstances.

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        Assuming any of the above three tests is satisfied with respect to a sale of Common Shares by a U.S. Holder pursuant to the Offer, the U.S. Holder will recognize gain or loss equal to the difference between the amount of cash it receives and its tax basis in the Common Shares sold. The gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Common Shares sold were held for more than one year. Capital loss can generally only be used to offset capital gain. Under current law, long-term capital gain of a U.S. individual is subject to a maximum 15% U.S. federal income tax rate.

        If none of the three tests is satisfied with respect to a sale of Common Shares by a U.S. Holder pursuant to the Offer, the U.S. Holder will be treated as having received a distribution from a Fund with respect to the U.S. Holder's stock in an amount equal to the cash it receives pursuant to the Offer. The distribution, in form, will likely be treated as a taxable ordinary income dividend, although it is possible that the distribution could be treated as a tax-exempt dividend (in the case of Funds paying such dividends), a capital gain dividend and/or a return of capital distribution, depending, in part, on the amount of the Fund's current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Current law imposes a maximum 15% U.S. federal income tax rate with respect to "qualified dividend income" of U.S. individuals. However, a Fund's dividends will only be treated as qualified dividend income to the extent of dividends that the Fund receives on stock of most U.S. and certain foreign corporations, and only to the extent that the Fund and the U.S. Holder satisfy certain holding period and other restrictions.  Dividends paid by real estate investment trusts ("REITs"), and dividends paid by a regulated investment company that are attributable to dividends received from REITs, generally are not "qualified dividend income." Thus, all or a portion of any amount that a U.S. Holder receives from a Fund in connection with the Offer that is treated as a dividend may not constitute qualified dividend income eligible for the reduced 15% U.S. federal income tax rate. Any portion of a distribution that would be classified as a dividend but for the fact that it exceeds a Fund's current or accumulated earnings and profits will reduce the U.S. Holder's tax basis in its Common Shares until that basis is brought to zero and then as gain from the sale or exchange of such Common Shares. Any basis of a U.S. Holder in Common Shares surrendered pursuant to the Offer that is not reduced as described in the preceding sentence generally will be added to its basis in its retained shares of a Fund's stock.

        Foreign Holders.    As used herein, the term "Foreign Holder" means any holder other than a U.S. Holder. The following discussion does not address the U.S. federal income tax consequences to Foreign Holders that beneficially held more than 5 percent of a Fund's stock at any time. Any such Foreign Holder should consult their own tax advisor regarding the U.S. federal income tax consequences of the Offer. Except as described below and subject to the discussion concerning backup withholding, a Foreign Holder will not be subject to U.S. federal income tax on gains realized on the sale of Common Shares pursuant to the Offer unless (i) the gain is effectively connected with the foreign Holder's conduct of trade or business within the United States and, where a tax treaty applies, is attributable to a U.S. permanent establishment of the Foreign Holder or (ii) in the case of an individual Foreign Holder, he or she is present in the United States for 183 days or more during the taxable year of the sale and certain other conditions are present.

        To the extent a portion of the sales proceeds paid pursuant to the Offer is treated as a dividend, it will be subject to a 30% U.S. withholding tax, which a Fund will withhold, unless the tax is reduced by an applicable income tax treaty between the United States and the Foreign Holder's country of residence and the Foreign Holder submits proper evidence on Form W-8BEN, or other applicable forms, that such Foreign Holder qualifies for benefits under such treaty. In lieu of the 30% withholding tax, a Foreign Holder will be subject to U.S. federal income tax on the portion, if any, of a payment that is treated as a dividend and that is effectively connected with the Foreign Holder's conduct of a trade or business within the United States.

        Foreign Holders are urged to consult their own tax advisors regarding the application of the U.S. federal income tax law.

        Backup Withholding.    Payments to U.S. Holders pursuant to the Offer generally will be subject to information reporting requirements. To avoid the imposition of backup withholding (see the next paragraph), a U.S. Holder should complete the Substitute IRS Form W-9 provided in the Letter of Transmittal and either (i) provide its correct taxpayer identification number ("TIN"), which, in the case of an individual U.S. Holder, is his or her social security number, and certain other information, or

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(ii) establish a basis for an exemption from backup withholding. Certain holders (including, among others, corporations, individual retirement accounts and certain foreign individuals) are exempt from these backup withholding and information reporting requirements.

        If we are not provided with the correct TIN or an adequate basis for exemption, a U.S. Holder may be subject to backup withholding at a rate of 28% imposed on the gross proceeds received in the Offer (regardless of the amount of gain, or loss, the holder may realize from the proceeds). If backup withholding results in an overpayment of taxes, a refund or credit may be obtained only directly from the IRS, provided that the required information is provided to the IRS.

        This tax discussion is included for general information. The tax consequences of the receipt of cash pursuant to the Offer may vary depending on, among other things, the particular circumstances of the offering holder. No information is provided as to the state, local or foreign tax consequences of the Offer. Holders are urged to consult their own tax advisors to determine the particular federal, state, local and foreign tax consequences to them of tendering Common Shares under the Offer and the effect of the constructive ownership rules mentioned above.

7.    Price Range of Common Shares; Dividends

        Each Fund's Common Shares are listed and principally traded on the AMEX except for High Yield Strategies which is listed and principally traded on the NYSE. The following table sets forth for the periods indicated the high and low sales prices per Common Share on the AMEX or NYSE based on published financial sources.

California Intermediate

		High		Low
2007
	Second Quarter	$	15.03	$	13.78
	Third Quarter	$	14.53	$	13.34
	Fourth Quarter	$	13.59	$	12.39
2008
	First Quarter	$	14.16	$	12.94
	Second Quarter	$	13.30	$	12.66
	Third Quarter	$	12.74	$	11.70
	Fourth Quarter	$	11.45	$	8.15
2009
	First Quarter	$	12.40	$	10.65

Dividend Advantage

		High		Low
2007
	Second Quarter	$	21.68	$	18.40
	Third Quarter	$	19.86	$	15.50
	Fourth Quarter	$	19.86	$	16.28
2008
	First Quarter	$	17.25	$	14.11
	Second Quarter	$	17.75	$	14.70
	Third Quarter	$	15.49	$	13.10
	Fourth Quarter	$	13.58	$	4.05
2009
	First Quarter	$	8.01	$	4.04

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High Yield Strategies

		High		Low
2007
	Second Quarter	$	15.22	$	14.49
	Third Quarter	$	14.74	$	11.57
	Fourth Quarter	$	13.46	$	11.21
2008
	First Quarter	$	12.09	$	10.59
	Second Quarter	$	12.58	$	11.22
	Third Quarter	$	11.03	$	7.47
	Fourth Quarter	$	8.07	$	4.48
2009
	First Quarter	$	7.85	$	5.91

Income Opportunity

		High		Low
2007
	Second Quarter	$	16.31	$	14.17
	Third Quarter	$	14.90	$	10.68
	Fourth Quarter	$	13.21	$	10.49
2008
	First Quarter	$	11.79	$	9.76
	Second Quarter	$	11.12	$	9.80
	Third Quarter	$	9.78	$	6.90
	Fourth Quarter	$	7.85	$	2.35
2009
	First Quarter	$	3.78	$	2.56

Intermediate Municipal

		High		Low
2007
	Second Quarter	$	14.02	$	13.41
	Third Quarter	$	13.61	$	12.66
	Fourth Quarter	$	13.32	$	12.48
2008
	First Quarter	$	13.73	$	12.72
	Second Quarter	$	13.36	$	12.57
	Third Quarter	$	13.00	$	11.35
	Fourth Quarter	$	11.80	$	9.85
2009
	First Quarter	$	13.05	$	11.56

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New York Intermediate

		High		Low
2007
	Second Quarter	$	14.39	$	13.50
	Third Quarter	$	14.20	$	12.78
	Fourth Quarter	$	13.48	$	12.28
2008
	First Quarter	$	13.47	$	12.56
	Second Quarter	$	13.00	$	12.46
	Third Quarter	$	12.92	$	11.28
	Fourth Quarter	$	11.25	$	8.89
2009
	First Quarter	$	12.05	$	10.60

        The table below shows the closing price on the AMEX or NYSE, as applicable, of the Common Shares of each Fund on April 28, 2009:

Fund	Closing Price
California Intermediate	$	12.37
Dividend Advantage	$	6.57
High Yield Strategies	$	8.11
Income Opportunity	$	4.05
Intermediate Municipal	$	12.60
New York Intermediate	$	12.36

        We urge you to obtain current market quotations for the Common Shares.

        Stockholders tendering Common Shares shall be entitled to receive all dividends declared on or before the Expiration Date, but not yet paid, on Common Shares tendered pursuant to the Offer. At this time, for all Funds except Dividend Advantage, a cash dividend has been or will be declared by the Board with a record date occurring before the Expiration Date and that, accordingly, holders of Common Shares purchased pursuant to the Offer will receive such dividend with respect to such Common Shares. The amount and frequency of dividends in the future will depend on circumstances existing at that time.

8.    Certain Information Concerning the Funds.

        Each Fund's principal executive offices are located at 605 Third Avenue, New York, NY 10158-0180, telephone: (877) 461-1899.

        Available Information about the Funds.    Each Fund is subject to the informational requirements of the Investment Company Act of 1940, as amended (the "1940 Act"), and in accordance therewith files annual reports, proxy statements and other information with the Securities and Exchange Commission ("SEC") relating to its business, financial condition and other matters. Each Fund is required to disclose in such proxy statements certain information, as of particular dates, concerning the Fund's directors and officers, their remuneration, the principal holders of the Fund's securities and any material interest of such persons in transactions with the Fund. Each Fund has also filed an Issuer Tender Offer Statement on Schedule TO with the SEC. Such reports, proxy statements and other information may be inspected at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies may be obtained, by mail, upon payment of the SEC's customary charges, by writing to its principal office at 100 F Street, N.E., Washington, D.C. 20549. Such reports and other information are also available on the SEC's web site (http://www.sec.gov).

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        Except as otherwise stated in the Offer, the information concerning each Fund contained herein has been taken from or is based upon reports and other documents on file with the SEC or otherwise publicly available.

        Agreements Involving the Funds.    Neuberger Berman Management LLC ("NB Management") acts as the investment manager for each Fund pursuant to a management or advisory agreement. NB LLC acts as the sub-adviser to California Intermediate, Dividend Advantage, Income Opportunity, Intermediate Municipal and New York Intermediate pursuant to a sub-advisory agreement with NB Management. Neuberger Berman Fixed Income LLC also acts as a sub-adviser to High Yield Strategies and an additional sub-adviser to Income Opportunity pursuant to a sub-advisory agreement with NB Management. No Fund is responsible for payment of any sub-advisory fees.

        These agreements will automatically terminate upon Lehman Brothers Holdings Inc. selling a controlling interest in NB Management, NB LLC and Neuberger Berman Fixed Income LLC.  At that point, NB Management, NB LLC and Neuberger Berman Fixed Income LLC will provide services to each Fund under interim agreements while waiting for Stockholder approval of new management and sub-advisory agreements. 

        NB Management has entered into a contractual fee waiver arrangement with each of California Intermediate, Dividend Advantage, Income Opportunity, Intermediate Municipal and New York Intermediate to waive a portion of its management fee for a specified number of years. NB Management recently announced that it would voluntarily extend the contractual management fee waivers currently in place for each of California Intermediate, Dividend Advantage, Income Opportunity, Intermediate Municipal and New York Intermediate for an additional one-year period and that it would voluntarily waive 0.05% of its advisory fees for High Yield Strategies.

        The Fund also is a party to certain other service agreements. Each Fund has an administration agreement with NB Management that provides that NB Management shall supervise the business and affairs of the Fund and shall provide such services required for effective administration of the Fund as are not provided by employees or other agents engaged by the Fund. The Bank of New York Mellon serves as each Fund's transfer agent, registrar, and dividend paying agent. State Street Bank and Trust Company serves as the Custodian for each Fund.

9.    Source and Amount of Funds

        The actual cost to each Fund cannot be determined at this time because the number of Common Shares to be purchased will depend on the number tendered, and the price will be based on the NAV on the Expiration Date. If the NAV on that date were the same as the NAV on April 28, 2009, and if 10% of the outstanding Common Shares are purchased pursuant to the Offer, the estimated cost to each Fund, not including fees and expenses incurred in connection with the Offer, would be approximately:

Fund	Estimated Cost
California Intermediate	$	9,068,850
Dividend Advantage	$	4,090,488
High Yield Strategies	$	10,460,273
Income Opportunity	$	7,664,449
Intermediate Municipal	$	27,717,535
New York Intermediate	$	7,303,218

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        Each Fund intends to use cash on hand and also may sell portfolio securities to pay the purchase price for Common Shares tendered. The Board believes that the Fund has monies, either as cash or through the sale of portfolio securities, to purchase the Common Shares that may be tendered pursuant to the Offer. However, if, in the judgment of the Board, there is not sufficient monies to pay for tendered Common Shares, a Fund may terminate the Offer. See "The Offer—Conditions of the Offer."

10.    Interest of Directors/Trustees and Executive Officers; Transactions and Arrangements Concerning the Common Shares.

        The business address of the Directors/Trustees ("Directors") and executive officers of each Fund is 605 Third Avenue, New York, New York 10158-0180. As of April 28, 2009, the Directors and executive officers of each Fund did not beneficially own any Common Shares except for Faith Colish, a Director of each Fund, who owned 100 Common Shares of each Fund except California Intermediate and George Morriss, a Director of each Fund, who owned 1,363 Common Shares of High Yield Strategies. The Common Shares held by Ms. Colish and Mr. Morriss constitute less than 1% of the outstanding Common Shares of each Fund.

        Based upon each Fund's records and upon information provided to the Fund by its Directors and executive officers, neither the Fund nor, to the best of the Fund's knowledge, any of the Directors or executive officers of the Fund, has effected any transactions in the Common Shares except for distribution reinvestment, during the sixty business day period prior to the date hereof.

        To the best of each Fund's knowledge, none of the Fund's executive officers, Directors, or affiliates, including NB LLC, currently intends to tender Common Shares, if any, held of record or beneficially by such person for purchase pursuant to the Offer.

        Except as set forth in this Offer to Purchase, to the best of each Fund's knowledge, the Fund knows of no agreement, arrangement or understanding, contingent or otherwise or whether or not legally enforceable, between (a) the Fund, any of the Fund's executive officers or directors, any person controlling the Fund or any executive officer, trustee or director of any corporation or other person ultimately in control of the Fund and (b) any person with respect to any securities of the Fund (including, but not limited to, any agreement, arrangement or understanding concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations).

11.    Certain Effects of the Offer.

        Effect on NAV and Consideration Received by Tendering Stockholders.    To pay the aggregate purchase price of Common Shares accepted for payment pursuant to the Offer, each Fund anticipates using cash on hand and also may sell portfolio securities to pay the purchase price for Common Shares tendered.

        If a Fund is required to sell portfolio securities to raise cash to finance the Offer, the market prices of the Fund's portfolio securities, and hence the Fund's NAV, may decline. If such a decline occurs, the Fund cannot predict what its magnitude might be or whether such a decline would be temporary or continue to or beyond the Expiration Date. Because the price per Common Shares to be paid in the Offer will be dependent upon the NAV as determined on the Expiration Date, if such a decline continued to the Expiration Date, the consideration received by tendering Stockholders would be reduced more than it otherwise might. In addition, the sale of portfolio securities will cause increased brokerage and related transaction expenses, and the Fund may receive proceeds from the sale of portfolio securities less than their valuations by the Fund. Accordingly, because of the Offer, the Fund's NAV may decline more than it otherwise might, thereby reducing the amount of proceeds received by tendering Stockholders and the value per Common Shares for non-tendering Stockholders.

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        Stockholders should note that the Offer may result in accretion to a Fund's NAV following the Offer, due to the fact that the tender price would represent a 2% discount to the Fund's NAV at that time. There is no guarantee that the potential accretion to a Fund's NAV will offset any decline in the Company's NAV as discussed above and the expenses of the Offer.

        A Fund may sell portfolio securities during the pendency of the Offer to raise the cash for the purchase of Common Shares. Thus, it is likely that during the pendency of the Offer, and possibly for a short time thereafter, the Fund may hold a greater than normal percentage of its net assets in cash and cash equivalents. This large cash position may interfere with the Fund's ability to meet its investment objective.

        A Fund is required by law to pay for tendered Common Shares it accepts for payment promptly after the Expiration Date of this Offer. Because a Fund will not know the number of Common Shares tendered until the Expiration Date, the Fund will not know until the Expiration Date the amount of cash required to pay for such Common Shares. If on or prior to the Expiration Date a Fund does not have, or believes it is unlikely to have, sufficient cash to pay for all Common Shares tendered, it may extend the Offer to allow additional time to raise sufficient cash.

        Reduction in Shares Outstanding.    A Fund's purchase of Common Shares in the Offer will reduce the number of its Common Shares that might otherwise trade publicly and may reduce the number of its Stockholders. Assuming the Offer is fully subscribed, each Fund will have the following number of Common Shares outstanding following the purchase of Common Shares tendered in the Offer:

Fund	Outstanding Common Shares after the Offer
California Intermediate		6,119,418
Dividend Advantage		5,224,712
High Yield Strategies		11,029,126
Income Opportunity		15,960,944
Intermediate Municipal		18,634,611
New York Intermediate		5,023,996

        The actual number of Common Shares outstanding will depend on the number of Common Shares tendered and purchased in the Offer. This may reduce the volume of trading in the Common Shares and make it more difficult to buy or sell significant amounts of Common Shares without affecting the market price, which could adversely affect continuing Stockholders.

        Except for Income Opportunity, each Fund's Common Shares are currently "margin securities" under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using the Common Shares as collateral. Each Fund (except Income Opportunity) believes that, following the purchase of Common Shares pursuant to the Offer, the Common Shares will continue to be "margin securities" for purposes of the Federal Reserve Board's margin regulations.

        Stock Exchange Listing.    Common Shares each Fund acquires pursuant to the Offer will be canceled and returned to the status of authorized but unissued stock and will be available for a Fund to issue without further Stockholder action (except as required by applicable law or the rules of the AMEX or NYSE, as applicable, or any other securities exchange on which the Common Shares are then listed) for purposes including, without limitation, the raising of additional capital for use in the Fund's business and the satisfaction of obligations under existing or future compensation programs for Directors.

        Effect on Registration.    As noted earlier, the Common Shares are registered under the 1940 Act and the Exchange Act, which requires, among other things, that a Fund furnish certain information to

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its Stockholders and the SEC and comply with the SEC's proxy rules in connection with meetings of its Stockholders. Each Fund believes that its purchase of Common Shares pursuant to the Offer will not result in deregistration of its Common Shares under the 1940 Act or the Exchange Act. Moreover, the Offer also allows Stockholders to sell a portion of their Common Shares while retaining a continuing equity interest in the Fund.

        Recognition of Capital Gains.    As noted, each Fund will likely be required to sell portfolio securities pursuant to the Offer. If a Fund's tax basis for the securities sold is less than the sale proceeds, the Fund will recognize capital gains. The Fund would expect to distribute any such gains to Stockholders of record (reduced by net capital losses realized during the fiscal year, if any, and available capital loss carry-forwards) following the end of the Fund's fiscal year on October 31. This recognition and distribution of gains, if any, would have two negative consequences: first, Stockholders at the time of a declaration of distributions would be required to pay taxes on a greater amount of capital gain distributions than otherwise would be the case; and second, to raise cash to make the distributions, the Fund might need to sell additional portfolio securities, thereby possibly being forced to realize and recognize additional capital gains. It is impossible to predict what the amount of unrealized gains or losses would be in the Fund's portfolio at the time that the Fund is required to liquidate portfolio securities (and hence the amount of capital gains or losses that would be realized and recognized). In addition, some of the distributed gains may be realized on securities held for one year or less, which would generate income taxable to the Stockholders at ordinary income rates. This could adversely affect the Fund's performance.

        Tax Consequences of Repurchases to Stockholders.    Each Fund's purchase of tendered Common Shares pursuant to the Offer will have tax consequences for tendering Stockholders and may have tax consequences for non-tendering Stockholders. See "The Offer—Material Tax Considerations."

        Effect on Remaining Stockholders, Higher Expense Ratio and Less Investment Flexibility.    The purchase of Common Shares by each Fund pursuant to the Offer will have the effect of increasing the proportionate equity interest in the Fund of non-tendering Stockholders, and thus, in the Fund's future earnings and assets. Stockholders may be able to sell non-tendered Common Shares in the future on the AMEX or NYSE, as applicable, or otherwise at a net price as high as or higher than the Per Share Amount. The Funds can give no assurance, however, as to the price at which a Stockholder may be able to sell their Common Shares in the future.

        All Stockholders remaining after the Offer will be subject to any increased risks associated with the reduction in a Fund's aggregate assets resulting from payment for the tendered Common Shares, such as greater volatility due to decreased diversification and proportionately higher expenses. The reduced net assets of a Fund as a result of the Offer may result in less investment flexibility for the Fund, depending on the number of Common Shares repurchased, and may have an adverse effect on the Fund's investment performance.

        Possible Proration.    If greater than 10% of the Common Shares are tendered pursuant to the Offer, a Fund would, upon the terms and subject to the conditions of the Offer, purchase Common Shares tendered on a pro rata basis (after taking into account "odd lots" and with appropriate adjustment to avoid purchase of fractional Common Shares). Accordingly, Stockholders cannot be assured that all of their tendered Common Shares will be repurchased.

12.    Purpose of the Offer.

        The purpose of the Offer is to fulfill a commitment made by the Boards at a February 2009 Board meeting to conduct a tender offer for up to 10% of each Fund's outstanding Common Shares. As part of the Boards' review of available options to enhance Stockholder value, the Offer is the latest in a

23

series of steps taken by the Boards and NB Management to address the discount at which Common Shares have typically traded.

        There can be no assurance that this Offer will reduce or eliminate any spread between market price and the NAV of the Common Shares. The market price of the Common Shares will, among other things, be determined by the relative demand for and supply of Common Shares in the market, a Fund's investment performance, a Fund's distributions and yields and investor perception of a Fund's overall attractiveness as an investment as compared with other investment alternatives. Nevertheless, the fact that the Offer is being conducted may result in more of a reduction in the spread between market price and NAV than might otherwise be the case. Consistent with their fiduciary obligations, in addition to the Offer, each Board will continue its comprehensive review of potential actions that may benefit its respective Fund and Fund Stockholders. Therefore no Fund can assure you that it will make a similar tender offer in the future other than any tender offers pursuant to its previously announced Tender Offer Program.

        Neither a Fund nor its Board makes any recommendation to any Stockholder as to whether to tender or refrain from tendering any or all of such Stockholder's Common Shares and has not authorized any person to make any such recommendation. Stockholders are urged to evaluate carefully all information in the Offer, consult their own investment and tax advisors and make their own decisions whether to tender Common Shares and, if so, how many Common Shares to tender.

13.    Conditions to the Offer

        Notwithstanding any other provision of the Offer, it is the announced policy of each Board, which may be changed by the Directors, that a Fund cannot accept tenders or effect repurchases if: (1) such transactions, if consummated, would (a) result in delisting of the Fund's Common Shares from the AMEX or NYSE, as applicable; (b) impair the Fund's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code") (which would make the Fund subject to U.S. federal income taxes on all of its income and gains in addition to the taxation of Stockholders who receive distributions from the Fund); or (c) result in a failure to comply with the applicable asset coverage requirements in the event any senior securities are issued and outstanding; (2) the amount of Common Shares tendered would require liquidation of such a substantial portion of the Fund's securities that the Fund would not be able to liquidate portfolio securities in an orderly manner in light of the existing market conditions and such liquidation would have an adverse effect on the NAV of the Fund to the detriment of non-tendering Stockholders; (3) there is any (a) in the Board's judgment, material legal action or proceeding instituted or threatened challenging such transactions or otherwise materially adversely affecting the Fund; (b) suspension of or limitation on prices for trading securities generally on the AMEX or NYSE, as applicable, or other national securities exchange(s); (c) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by banks in the United States or New York State; (d) limitation affecting the Fund or the issuers of its portfolio securities imposed by federal or state authorities on the extension of credit by lending institutions; (e) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States; or (f) in the Board's judgment, other event or condition which would have a material adverse effect on the Fund or its Stockholders if tendered Common Shares were purchased; or (4) the Board determines that effecting any such transaction would constitute a breach of their fiduciary duty owed to the Fund or its Stockholders. The Directors may modify these conditions in light of experience.

        Each Fund reserves the right, at any time during the pendency of the Offer, to terminate, extend or amend the Offer in any respect. If a Fund determines to terminate or amend the Offer or to postpone the acceptance for payment of or payment for Common Shares tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as provided in the section "The Offer—Extension of Tender Period; Termination; Amendment" of this Offer to Purchase. Moreover, in the event any of the foregoing conditions are modified or waived in whole or in part at any time, a Fund will promptly make a public announcement of such waiver and may, depending on the materiality

24

of the modification or waiver, extend the Offer period as provided in the section "The Offer—Extension of Tender Period; Termination; Amendment" of this Offer to Purchase.

        The foregoing conditions are for the sole benefit of each Fund and may be asserted by the Fund regardless of the circumstances (including any action or inaction by the Fund) giving rise to any of these conditions, and may be waived by the Fund, in whole or in part, at any time and from time to time, before the payment date, in its sole discretion. A Fund's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of these rights, and each of these rights shall be deemed an ongoing right that may be asserted at any time and from time to time. Any determination or judgment by a Fund concerning the events described above will be final and binding on all parties.

14.    Plans or Proposals of the Funds; Regulatory Approvals

        Except to the extent described herein, each Fund has no present plans or proposals, and is not engaged in any negotiations, that relate to or would result in: any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Fund; any purchase, sale or transfer of a material amount of assets of the Fund (other than in its ordinary course of business); any material changes in the Fund's present capitalization (except as resulting from the Offer, the previously announced Tender Offer Program or otherwise set forth herein); or any other material changes in the Fund's structure or business. Dividend Advantage notes that NB Management has announced that it is exploring certain courses of action with respect to Dividend Advantage that would result in increased liquidity options for Dividend Advantage's shareholders.

        Except as described in this Offer to Purchase, each Fund is not aware of any governmental license or regulatory permit that appears to be material to its business that might be adversely affected by its acquisition of Common Shares as contemplated by the Offer or, of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the Fund's acquisition or ownership of Common Shares as contemplated by the Offer. Should any such approval or other action be required, each Fund currently contemplates that it will seek approval or other action will be sought. The Fund cannot predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Common Shares tendered in response to the Offer, pending the outcome of any such matters. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any approval or other action might not result in adverse consequences to the Fund's business. Each Fund's obligation to accept for payment and pay for Common Shares under the Offer is subject to various conditions. See "The Offer—Conditions to the Offer."

15.    Fees and Expenses

        Each Fund has retained Mellon Investor Services LLC to act as the Information Agent and Depositary in connection with the Offer. The Information Agent may contact holders of Common Shares by mail, telephone, telex, email, telegraph and personal interviews and may request brokers, dealers, banks, trust companies and other nominees to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith, including certain liabilities under the federal securities laws.

        The Funds will not pay any fees or commissions to any broker or dealer, commercial bank, trust company or other person (other than the Information Agent and the Depositary) for soliciting tenders of Common Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by us for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. No such broker, dealer, commercial bank or trust company has

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been authorized to act as the agent of the Funds, the Information Agent, or the Depositary for purposes of the Offer.

16.    Miscellaneous

        The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Common Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, we may, in our discretion, take such action as we may deem necessary to make the Offer in any such jurisdiction and extend the Offer to holders of Common Shares in such jurisdiction.

        No person has been authorized to give any information or make any representation on behalf of the Funds not contained in the Offer or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

        We have filed with the SEC a Tender Offer Statement on Schedule TO, together with exhibits, pursuant to Rule 13e-4 of the General Rules and Regulations under the Exchange Act, furnishing certain additional information with respect to the Offer. The Schedule TO and any amendments thereto, including exhibits, may be examined and copies may be obtained from the offices of the SEC in the manner set forth in "The Offer—Certain Information Concerning the Funds" of the Offer (except that such information will not be available at the regional offices of the SEC).

NEUBERGER BERMAN CALIFORNIA INTERMEDIATE MUNICIPAL FUND INC.
NEUBERGER BERMAN DIVIDEND ADVANTAGE FUND INC.
NEUBERGER BERMAN INCOME OPPORTUNITY FUND INC.
NEUBERGER BERMAN HIGH YIELD STRATEGIES FUND
NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC.
NEUBERGER BERMAN NEW YORK INTERMEDIATE MUNICIPAL FUND INC.

May 1, 2009

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        The Letter of Transmittal and any other required documents should be sent to the Depositary at one of the addresses set forth below. If you have questions or need additional copies of the Offer and the Letter of Transmittal, you can contact the Information Agent at its addresses and relevant telephone number set forth below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Depositary and Information Agent for the Offer is:

Mellon Investor Services LLC

(866) 223-8669 (toll free)

By First Class Mail, By Overnight Courier, By Hand:

By First Class Mail:	By Registered Certified or Express Mail or Overnight Courier:	By Hand:
Mellon Investor Services LLC Attn: Corporate Action Dept., 27th Floor P.O. Box 3301 South Hackensack, NJ 07606	Mellon Investor Services LLC Newport Office Center VII 480 Washington Boulevard Mail Drop—Reorg Attn: Reorganization Dept., 27th Floor Jersey City, NJ 07310	Mellon Investor Services LLC Newport Office Center VII 480 Washington Boulevard Mail Drop—Reorg Attn: Reorganization Dept., 27th Floor Jersey City, NJ 07310

J0208    05/09

EX-99

LETTER OF TRANSMITTAL

To Tender Common Shares of Beneficial Interest
of

Neuberger Berman High Yield Strategies Fund

Pursuant to the Offer to Purchase

dated May 1, 2009

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW  YORK CITY TIME, ON FRIDAY, MAY 29, 2009, UNLESS THE OFFER IS EXTENDED.

The Depositary and Information Agent for the Offer is:

Mellon Investor Services LLC

(866) 223-8669 (toll free)
 

By First Class Mail, By Overnight Courier, By Hand:
 

By First Class Mail: Mellon Investor Services LLC Attn: Corporate Action Dept., 27th Floor P.O. Box 3301 South Hackensack, NJ 07606 By Registered Certified or Express Mail or Overnight Courier: Mellon Investor Services LLC Newport Office Center VII 480 Washington Boulevard Mail Drop – Reorg Attn: Reorganization Dept., 27th Floor Jersey City, NJ 07310 By Hand: Mellon Investor Services LLC Newport Office Center VII 480 Washington Boulevard Mail Drop - Reorg Attn: Reorganization Dept., 27th Floor
Jersey City, NJ 07310

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

This Letter of Transmittal is to be used if Common Shares (as defined below) are to be forwarded herewith or, unless an Agent’s Message (as defined in the Offer to Purchase) is utilized, if delivery of Common Shares is to be made by book-entry transfer to the Depositary’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in Section 4 of the Offer to Purchase.

DESCRIPTION OF COMMON SHARES TENDERED*
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on your Direct Registration Account(s))	Common Shares Tendered (Attach additional list if necessary)
	Direct Registration Transaction Advice Number (if available)	Total Number of Common Shares Held in the Direct Registration System*	Number of Common Shares Held in the Direct Registration System that are Tendered**
	Total Number of Common Shares
*     Need not be completed by shareholders tendering by book-entry transfer. **   Unless otherwise indicated, it will be assumed that all Common Shares held in Direct Registration System are being tendered. See Instruction 3.

ODD LOTS

As described in Section 1 of the Offer to Purchase, under certain conditions, shareholders holding beneficially or of record fewer than 100 Common Shares may have their shares accepted for payment before any proration of the purchase of other tendered Common Shares. This preference is not available to partial tenders, or to beneficial or record holders of an aggregate of 100 or more shares. Accordingly, this section is to be completed only if Common Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Common Shares. The undersigned either (check one box):

o     is the beneficial or record owner of an aggregate of fewer than 100 Common Shares, all of which are being tendered; or

o     is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), Common Shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 Common Shares and is tendering all of the shares.

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If you wish to tender all or any part of your common shares of beneficial interest, par no value per share, of Neuberger Berman High Yield Strategies Fund Inc. (the “Common Shares”), you should either:

 • complete and sign this Letter of Transmittal (or a facsimile hereof) in accordance with the instructions hereto and either deliver it with any required signature guarantee and any other required documents to Mellon Investor Services LLC (the “Depositary”) or tender your Common Shares pursuant to the procedure for book-entry tender set forth in Section 4 of the Offer to Purchase; or

 • request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Common Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee you should contact such person if you desire to tender your Common Shares.

If you desire to tender Common Shares and such Common Shares cannot be delivered to the Depositary or you cannot comply with the procedure for book-entry transfer or your other required documents cannot be delivered to the Depositary, in any case, by the expiration of the Offer, you must tender such Common Shares pursuant to the guaranteed delivery procedure set forth in Section 4 of the Offer to Purchase.

Questions and requests for assistance or for additional copies of this Letter of Transmittal, the Offer to Purchase or the Notice of Guaranteed Delivery may be directed to Mellon Investor Services LLC at its respective addresses and telephone number set forth on the first page of this Letter of Transmittal.

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METHOD OF TENDER
  
NOTE:  SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.

 o CHECK HERE IF TENDERED COMMON SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY’S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:  

Name of Tendering Institution

Account Number

Transaction Code Number

o CHECK HERE IF TENDERED COMMON SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Tendering Shareholder(s)

Date of Execution of Notice of Guaranteed Delivery

Name of Institution which Guaranteed Delivery

If delivery is by book-entry transfer:

Name of Tendering Institution

Account Number

Transaction Code Number

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Ladies and Gentlemen:

The undersigned hereby tenders to Neuberger Berman High Yield Strategies Fund Inc. (the “Fund”), a Delaware statutory trust, the above-described common shares of beneficial interest, no par value per share (the “Common Shares”), pursuant to the Fund’s offer to purchase for cash up to 10% of its Common Shares, upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated May 1, 2009, receipt of which is hereby acknowledged, and this Letter of Transmittal (which together constitute the “Offer”). The price to be paid for the Common Shares is an amount per share, net to the seller in cash, equal to 98% of the net asset value per share as determined by the Fund at the close of regular trading on the New York Stock Exchange on May 29, 2009, or such later date to which the Offer is extended.

Upon the terms and subject to the conditions of the Offer and effective upon acceptance for payment of and payment for the Common Shares tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Fund all right, title and interest in and to all the Common Shares that are being tendered hereby and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Common Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to:

(i)	transfer ownership of such Common Shares on the Direct Registration System or on the account books maintained by the Book-Entry Transfer Facility, as applicable, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Fund;
(ii)	present such Common Shares for transfer on our books; and
(iii)	receive all benefits and otherwise exercise all rights of beneficial ownership of such Common Shares, subject to the next paragraph, all in accordance with the terms of the Offer.
The undersigned hereby covenants, represents and warrants to the Fund that:
(i)	the undersigned has full power and authority to tender, sell, assign and transfer the Common Shares tendered hereby and that when and to the extent the same are accepted for payment by the Fund, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all security interest, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of the Common Shares and not subject to any adverse claims;
(ii)	the undersigned understands that tenders of Common Shares pursuant to any of the procedures described in Section 4 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute the undersigned’s acceptance of the terms and conditions of the Offer, including the undersigned’s representation and warranty that (a) the undersigned has a “net long position,” within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 14e-4”), in the Common Shares or equivalent

5

	securities at least equal to the Common Shares being tendered, and (b) the tender of Common Shares complies with Rule 14e-4;
(iii)	the undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the Common Shares tendered hereby; and
(iv)	the undersigned has read, understands and agrees to all the terms of the Offer.

All authority herein conferred or agreed to be conferred by this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and legal representatives of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The purchase price of the Common Shares will equal 98% of their net asset value (a 2% discount) as determined by the Fund at the close of regular trading on the New York Stock Exchange on May 29, 2009, or such later date to which the Offer is extended. All Common Shares validly tendered on or before the expiration date and not properly withdrawn will be purchased, subject to the conditions of the Offer and the proration provisions described in the Offer to Purchase. If any tendered Common Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, such Common Shares will be returned without expense to the shareholder in accordance with Section 3 of the Offer to Purchase.

The undersigned understands that tenders of Common Shares pursuant to any one of the procedures described in Section 4 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Fund upon the terms and subject to the conditions of the Offer. The undersigned acknowledges that under no circumstances will the Fund pay interest on the purchase price, including, without limitation, by reason of any delay in making payment.

The undersigned recognizes that under the circumstances set forth in the Offer to Purchase, the Fund may terminate or amend the Offer; may postpone the acceptance for payment of, or the payment for, Common Shares tendered; or may accept for payment fewer than all of the Common Shares tendered.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of any Common Shares purchased, and return any Common Shares not tendered or not purchased, in the name(s) of the undersigned (or, in the case of Common Shares tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility). Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of the Common Shares purchased and issue a Direct Registration Transaction Advice for any Common Shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). If both “Special Payment Instructions” and “Special Delivery Instructions” are completed, please issue the check for the purchase price of any Common Shares purchased and return any Common Shares not tendered or not purchased in the name(s) of, and mail said check

6

and any certificates for Common Shares to, the person(s) so indicated. The undersigned recognizes that the Fund has no obligation, pursuant to the “Special Payment Instructions”, to transfer any Common Shares from the name of the registered holder(s) thereof if the Fund does not accept for payment any of the Common Shares so tendered.

7

SPECIAL PAYMENT INSTRUCTIONS (See Instructions 6 and 7) To be completed ONLY if the check for the purchase price of Common Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) or the Direct Transaction Registration Advice for Common Shares not tendered or not purchased is to be issued in the name of someone other than the undersigned or to the undersigned shown below the undersigned’s signature(s).
 
Mail:    ¨ check ¨ Direct Transaction Registration Advice to: Name: ____________________________________ (Please Print) Address: __________________________________
 
__________________________________________ Zip Code    __________________________________________ (Social Security or Taxpayer Identification No.) SPECIAL DELIVERY INSTRUCTIONS (See Instructions 6 and 7) To be completed ONLY if the check for the purchase price of Common Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) or the Direct Transaction Registration Advice for Common Shares not tendered or not purchased is to be mailed to someone other than the undersigned or to the undersigned shown below the undersigned’s signature(s).
 
Mail:    ¨ check ¨ Direct Transaction Registration Advice to: Name: ____________________________________ (Please Print) Address: __________________________________
 
__________________________________________ Zip Code    __________________________________________ (Social Security or Taxpayer Identification No.)

8

                  → SIGN HERE (Please complete and return the Substitute Form W-9 below) (Signature(s) of Owners) Dated: ___________________ Name(s)  (Please Print) Capacity (full title)    Address  (Include Zip Code) Area Code and Telephone Number    (Must be signed by registered holder(s) exactly as name(s) appear(s) on Direct Registration Account(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 4.)
  Guarantee Of Signature(s)
(See Instructions 1 and 4) Authorized Signature:   Name:    Title: (Please Type or Print)
  Name of Firm:    Address:  (Include Zip Code)
  Area Code and Telephone No.:    Dated:  
                  ←

9

SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service   Payer’s Request for Taxpayer Identification No.	Part I--TAXPAYER IDENTIFICATION NO.--FOR ALL ACCOUNTS.	Social Security Number OR Employee Identification Number ____________________ ________
	Enter your taxpayer identification number in the appropriate box. For most individuals and sole proprietors, this is your Social Security Number. For other entities, it is your Employer Identification Number. If you do not have a number, see “How to Obtain a TIN” in the enclosed Guidelines. Note: If the account is in more than one name, see the chart on page 2 of the enclosed Guidelines to determine what number to enter.	Part II For Payees Exempt From Backup Payer’s Request for Withholding (see enclosed Guidelines)
Certification --Under penalties of perjury, I certify that: (1)     The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within (60) days, 28% of all reportable payments made to me thereafter will be withheld until I provide a number; (2)     I am not subject to backup withholding either because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; (3)     I am a U.S. Person (or resident alien); and (4)     Any information provided on this form is true, correct and complete. (Please cross out certification two if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.)
Signature:____________________________________________________________________ Dated________________________

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN IRS PENALTIES AND BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1.    Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed if (i)(a) this Letter of Transmittal is signed by the registered holder(s) of the Common Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Common Shares) tendered herewith exactly as the name of such holder(s) appears on the Direct Registration Account(s), (b) payment and delivery are to be made directly to such holder(s) and (c) such holder(s) have not completed the instruction entitled “Special Payment Instructions” on this Letter of Transmittal or (ii) such Common Shares are tendered for the account of an Eligible Institution. See Instruction 4.

2.    Delivery of Letter of Transmittal and Common Shares. This Letter of Transmittal is to be used if either Common Shares are held in the Direct Registration System (“DRS”) or, unless an Agent’s Message (as defined in the Offer to Purchase) is utilized, delivery of Common Shares is to be made by book-entry transfer pursuant to the procedures set forth in Section 4 of the Offer to Purchase. A confirmation of a book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility of all Common Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or in the case of a book-entry transfer, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal by the Expiration Date (as defined in the Offer to Purchase). Shareholders who cannot deliver their Common Shares and all other required documents to the Depositary by the Expiration Date must tender their Common Shares pursuant to the guaranteed delivery procedure set forth in Section 4 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Fund must be received by the Depositary by the Expiration Date and (iii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantee or an Agent’s Message and any other documents required by the Letter of Transmittal and, for Common Shares held in street name, confirmation of a book-entry transfer of such Common Shares into the Depositary’s account at the Book-Entry Transfer Facility, are received by the Depositary within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery, all as provided in Section 4 of the Offer to Purchase.

The method of delivery of all documents, this Letter of Transmittal and any other required documents, is at the option and risk of the tendering shareholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

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No alternative, conditional or contingent tenders will be accepted, and no fractional Common Shares will be purchased. By executing this Letter of Transmittal, the tendering shareholder waives any right to receive any notice of the acceptance for payment of the Common Shares.

If the space provided in the box captioned “Description of Common Shares Tendered” above is inadequate, the DRS Transaction Advice Number(s), if available, and/or the number of Common Shares should be listed on a separate signed schedule and attached to this Letter of Transmittal.

3.      Partial Tenders (not applicable to shareholders who tender by book-entry transfer). If fewer than all the Common Shares represented or held on the books of The Bank of New York Mellon through its DRS are to be tendered, fill in the number of Common Shares which are to be tendered in the box entitled “Number of Common Shares Held in the DRS that are Tendered” in the box captioned “Description of Common Shares Tendered” above. In such case, if any tendered Common Shares are purchased, a new DRS Transaction Advice for the remainder of the Common Shares not tendered will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable following the expiration or termination of the Offer. All Common Shares delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

If any tendered Common Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if any tendered Common Shares are not accepted because of an invalid tender, or if more Common Shares are tendered than are accepted, or if any tendered Common Shares are properly withdrawn, (i) Common Shares delivered in accordance with the procedure for book-entry transfer (as described in Section 4 of the Offer to Purchase) will be credited to the appropriate account maintained within the book-entry transfer facility, (ii) Common Shares held through the DRS will be returned to your account through the DRS, and (iii) Common Shares held by the Fund’s transfer agent pursuant to the Fund’s distribution reinvestment plan (“DRIP”) will be returned to the DRIP account maintained by the transfer agent, in any such case, without charge by the Fund to the tendering shareholder, as soon as practicable following expiration or termination of the Offer or the proper withdrawal of the Common Shares.

4.      Signatures on Letter of Transmittal; Share Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Common Shares tendered hereby, the signature(s) must correspond with the name(s) as registered in the DRS without alteration or any change whatsoever.

If any of the Common Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

If any of the Common Shares tendered hereby are registered in different names on different Direct Registration Accounts, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different accounts.

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If this Letter of Transmittal is signed by the registered holder(s) of the Common Shares tendered hereby, no separate share powers are required unless payment of the purchase price is to be made, or Common Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such share powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Common Shares tendered hereby, the Letter of Transmittal must be accompanied by appropriate share powers, signed exactly as the name(s) of the registered holder(s) appear(s) on the Direct Registration Accounts for such Common Shares. Signature(s) on any such share powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any share power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Fund of the authority of such person so to act must be submitted.

5.      Share Transfer Taxes. The Fund will pay any share transfer taxes with respect to the sale and transfer of any Common Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or Common Shares not tendered or not purchased are to be returned in the name of, any person other than the registered holder(s), or if a transfer tax is imposed for any reason other than the sale or transfer of Common Shares to the Fund pursuant to the Offer, then the amount of any share transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith.

6.     Special Payment and Delivery Instructions. If the check for the purchase price of any Common Shares purchased is to be issued, or any Common Shares not tendered or not purchased or not delivered to the Depositary are to be returned, in the name of a person other than the person(s) signing this Letter of Transmittal or if the check or any Direct Registration Transaction Advice for Common Shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Shareholders tendering Common Shares by book-entry transfer may request that Common Shares not purchased be credited to such account at the Book-Entry Transfer Facility as such shareholder may designate under “Special Payment Instructions.” If no such instructions are given, any such Common Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facilities designated above.

7.    Substitute Form W-9. Under the federal income tax laws, the Depositary will be required to withhold 28% of the amount of any payments made to certain shareholders pursuant to the Offer. In order to avoid such backup withholding, each tendering shareholder, and, if applicable, each other payee, must provide the Depositary with such shareholder’s or payee’s correct taxpayer identification number and certify that such shareholder or payee is not subject to such backup withholding by completing the Substitute Form W-9 set forth above. In general, if a shareholder or payee is an individual, the taxpayer identification number is the Social Security

13

number of such individual. If the Depositary is not provided with the correct taxpayer identification number, the shareholder or payee may be subject to a $50 penalty imposed by the Internal Revenue Service. Certain shareholders or payees (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Depositary that a foreign individual qualifies as an exempt recipient, such shareholder or payee must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status. Such statements can be obtained from the Depositary. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Common Shares are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

Failure to complete the Substitute Form W-9 will not, by itself, cause Common Shares to be deemed invalidly tendered, but may require the Depositary to withhold 28% of the amount of any payments made pursuant to the Offer. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN IRS PENALTIES AND BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

8.      Waiver of Conditions. Subject to the Offer to Purchase, the conditions of the Offer may be waived, in whole or in part, by the Fund, at any time and from time to time, in the case of any Common Shares tendered.

9.      Irregularities. The Fund will determine, in its sole discretion, all questions as to the number of Common Shares to be accepted, and the validity, form, eligibility, including time of receipt, and acceptance for payment of any tender of Common Shares. The Fund’s determination will be final and binding on all parties. The Fund reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance of or payment for which it determines may be unlawful. The Fund also reserves the absolute right to waive any defect or irregularity in the tender of any particular Common Shares or any particular shareholder. No tender of Common Shares will be deemed to be properly made until all defects or irregularities have been cured by the tendering shareholder or waived by the Fund. None of the Fund, the Depositary, the Information Agent, or any other person will be under any duty to give notice of any defects or irregularities in any tender, or incur any liability for failure to give any such notice. The Fund’s interpretation of the terms of and conditions to the Offer, including this Letter of Transmittal and the instructions thereto, will be final and binding. By tendering Common Shares to the Fund, you agree to accept all decisions the Fund makes concerning these matters and waive any right you might otherwise have to challenge those decisions.

14

         10.    Odd Lots. If a shareholder owns beneficially or of record in the aggregate less than one hundred Common Shares (i.e., an “odd lot”) and tenders all his or her Common Shares, all such Common Shares tendered will be accepted and will not be taken into account in prorating the remaining Common Shares. This preference is not available to partial tenders, or to beneficial or record holders of an aggregate of 100 or more Common Shares. In order to qualify for Odd Lot treatment, the section at the beginning of this Letter of Transmittal must be completed.

11.     Proration. If a shareholder holds less than one hundred Common Shares (i.e., an “odd lot”) and tenders all his or her Common Shares in accordance with the provisions herein, all such Common Shares tendered will be accepted and will not be taken into account in prorating the remaining Common Shares. The Fund’s determination of the proration factor will be final and binding on all parties. By tendering Common Shares to the Fund, you agree to accept all decisions the Fund makes concerning proration matters and waive any right you might otherwise have to challenge those decisions.

12.     Procedures for Participants in the DRIP. Shareholders who acquired Common Shares through the DRIP may instruct the Depositary to tender such Common Shares by completing the appropriate section of this Letter of Transmittal. If a shareholder tenders Common Shares acquired through the DRIP, all such Common Shares credited to such shareholder’s account(s) will be tendered, unless the shareholder otherwise specifies in this Letter of Transmittal. If a shareholder does not complete the section of this Letter of Transmittal instructing the Depositary to tender Common Shares acquired through the DRIP, no Common Shares acquired by that shareholder through the DRIP will be tendered.

* * * * *

Any questions and requests for assistance may be directed to the Information Agent at its addresses and telephone number set forth on the first page of this Letter of Transmittal. Additional copies of the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent at its addresses and telephone number set forth on the first page of this Letter of Transmittal. Shareholders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

15

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer.—Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

For this type of account:	Give the  SOCIAL SECURITY number of—
1. The individual	The individual
2. Two or more individuals (joint account)	The actual owner of the account, or if combined funds, the first individual on the account(1)
3. Custodian account of a minor (Uniform Transfers/Gift to Minors Act)	The minor(2)
4.   a The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
b So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
5. Sole proprietorship or single-owner limited liability company (“LLC”)	The owner(3)

For this type of account:	EMPLOYER IDENTIFICATION number of—
6. A valid trust, estate, or pension trust	The legal entity(4)
7. Corporation or entity selecting corporate status on IRS Form 8832	The corporation or entity
8. Religious, charitable, or educational organization or association, club or other tax-exempt organization	The organization
9. Partnership or multi-member LLC	The partnership or LLC

16

10. A broker or registered nominee	The broker or nominee
11. Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.  

(2) Circle the minor’s name and furnish the minor’s social security number.  

(3) You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).  If you are a sole proprietor, the IRS encourages you to use your social security number.

(4) List first and circle the name of the legal trust, estate, or pension trust.  

(Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)  

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.  

17

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9  

Page 2  

Obtaining a Number  

If you do not have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.  

Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on all reportable payments include the following:
	·	An organization exempt from tax under section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).
	·	The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly- owned agency or instrumentality of any one or more of the foregoing.
	·	An international organization or any agency or instrumentality thereof.
	·	A foreign government and any political subdivision, agency or instrumentality thereof.
Payees that may be specifically exempted from backup withholding include the following:
	·	A corporation.
	·	A financial institution.
	·	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
	·	A real estate investment trust.
	·	A common trust fund operated by a bank under section 584(a).
	·	An entity registered at all times during the taxable year under the Investment Company Act of 1940, as amended.
	·	A middleman known in the investment community as a nominee or custodian.
	·	A futures commission merchant registered with the Commodity Futures Trading Commission.
	·	A foreign central bank of issue.
	·	A trust exempt from tax under Section 664 or described in Section 4947.
Payments of dividends and patronage dividends generally exempt from backup withholding include:
	·	Payments to nonresident aliens subject to withholding under Section 1441.
	·	Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.
	·	Payments of patronage dividends not paid in money.
	·	Payments made by certain foreign organizations.
	·	Section 404(k) payments made by an ESOP.
Payments of interest generally exempt from backup withholding include:
	·	Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.
	·	Payments of tax-exempt interest (including exempt-interest dividends under section 852).
	·	Payments described in section 6049(b)(5) to nonresident aliens.
	·	Payments on tax-free covenant bonds under section 1451.
	·	Payments made by certain foreign organizations.
	·	Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.  

EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FORM, AND RETURN TO THE PAYER. ALSO SIGN AND DATE THE FORM.  

Privacy Act Notice.—Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.
 

18

Penalties  

(1)  Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.  

(2)  Civil Penalty for False Information With Respect To Withholding.—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.  

(3)  Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.  

(4)  Misuse of Taxpayer Identification Number.—If the requester disclosure or uses taxpayer identification numbers in violation of federal law, the requester may be subject to civil and criminal penalties.  

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

19

EX-99

NOTICE OF GUARANTEED DELIVERY
To Tender Common Shares (as defined below)
of
Neuberger Berman California Intermediate Municipal Fund Inc.
Neuberger Berman Dividend Advantage Fund Inc.
Neuberger Berman Income Opportunity Fund Inc.
Neuberger Berman High Yield Strategies Fund
Neuberger Berman Intermediate Municipal Fund Inc.
Neuberger Berman New York Intermediate Municipal Fund Inc.
(each, a "Fund")

Pursuant to the Offer to Purchase
dated May 1, 2009

        This form, or a form substantially equivalent to this form, must be used to accept the Offer (as defined below) if the Common Shares (as defined below) of a Fund and all other documents required by the Letter of Transmittal cannot be delivered to the Depositary on or before 12:00 Midnight, New York City time, May 29, 2009, or such later date to which the Offer is extended (the "Expiration Date"). Such form may be delivered by hand or mailed to the Depositary, and must be received by the Depositary on or before 12:00 Midnight, New York City time on the Expiration Date. See Section 4 of the Offer to Purchase.

The Depositary for the Offer is:

Mellon Investor Services LLC

Toll Free
(866) 223-8669

By First Class Mail, By Overnight Courier, By Hand:

By First Class Mail:	By Registered Certified	By Hand:
	or Express Mail or Overnight Courier:
Mellon Investor Services LLC Attn: Corporate Action Dept., 27th Floor P.O. Box 3301 South Hackensack, NJ 07606	Mellon Investor Services LLC Newport Office Center VII 480 Washington Boulevard Mail Drop—Reorg Attn: Reorganization Dept., 27th Floor Jersey City, NJ 07310	Mellon Investor Services LLC Newport Office Center VII 480 Washington Boulevard Mail Drop—Reorg Attn: Reorganization Dept., 27th Floor Jersey City, NJ 07310

        DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "eligible guarantor institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

        The undersigned hereby tenders to the Fund named below, upon the terms and subject to the conditions set forth in its Offer to Purchase dated May 1, 2009 and the related Letter of Transmittal (which together constitute the "Offer"), receipt of which is hereby acknowledged, Common Shares (as defined below), pursuant to the guaranteed delivery procedure set forth in Section 4 of the Offer to Purchase.

        For each of Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman Dividend Advantage Fund Inc., Neuberger Berman Income Opportunity Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc. and Neuberger Berman New York Intermediate Municipal Fund Inc., each a Maryland corporation, "Common Shares" means its outstanding shares of common stock, par value $0.0001 per share. For Neuberger Berman High Yield Strategies Fund, a Delaware statutory trust, "Common Shares" means its outstanding common shares of beneficial interest, no par value per share.

Name of Fund	Signature
o check here if the shares will be tendered by book-entry transfer	Name(s) of Tendering Institution
Number of Common Shares tendered	(Address)
DRS Transaction Advice Numbers (if applicable)	(Zip Code)
Account Number	(Area Code and Telephone Number)

ODD LOTS

As described in Section 1 of the Offer to Purchase, under certain conditions, shareholders holding beneficially or of record fewer than 100 Common Shares may have their shares accepted for payment before any proration of the purchase of other tendered Common Shares. This preference is not available to partial tenders, or to beneficial or record holders of an aggregate of 100 or more shares. Accordingly, this section is to be completed only if Common Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Common Shares. The undersigned either (check one box):

o     is the beneficial or record owner of an aggregate of fewer than 100 Common Shares, all of which are being tendered; or

o     is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), Common Shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 Common Shares and is tendering all of the shares.

GUARANTEE
(Not to be used for signature guarantee)

        The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), or any other "eligible guarantor institution" (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended), hereby (a) represents that the above named person(s) "own(s)" the Common Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (b) represents that such tender of Common Shares complies with Rule 14e-4 and (c) guarantees to deliver to the Depositary the Common Shares tendered hereby, together with a properly completed and duly executed Letter(s) of Transmittal and, in the case of a book-entry delivery, an Agent's Message (as defined in the Offer to Purchase), and any other required documents, all within three trading days of the American Stock Exchange or the New York Stock Exchange, as applicable, after the date hereof.

        The eligible institution that completes this Notice of Guaranteed Delivery must communicate the guarantee to the Depositary and must deliver all required documents to the Depositary within the time period set forth in the Offer to Purchase. Failure to do so could result in a financial loss to the eligible institution.

(Name of Fund)

(Name of Firm)

(Authorized Signature)

(Name)

(Address)

(Zip Code)

(Area Code and Telephone Number)

Dated:                                                    , 2009

J0213    05/09

EX-99

Offer by
Each of
Neuberger Berman California Intermediate Municipal Fund Inc.
Neuberger Berman Dividend Advantage Fund Inc.
Neuberger Berman Income Opportunity Fund Inc.
Neuberger Berman High Yield Strategies Fund
Neuberger Berman Intermediate Municipal Fund Inc.
Neuberger Berman New York Intermediate Municipal Fund Inc.
(each, a "Fund")

to Purchase for Cash
Up To 10% of Its
Outstanding Common Shares (as defined below)

May 1, 2009

To Our Clients:

        Enclosed for your consideration are the Offer to Purchase dated May 1, 2009 and a related Letter of Transmittal for your Fund (which together constitute the "Offer") in connection with an offer by each of Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman Dividend Advantage Fund Inc., Neuberger Berman Income Opportunity Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc. and Neuberger Berman New York Intermediate Municipal Fund Inc., each a Maryland corporation, to purchase for cash up to 10% of its outstanding shares of common stock, par value $0.0001 per share (the "Common Stock") and by Neuberger Berman High Yield Strategies Fund, a Delaware statutory trust, to purchase for cash up to 10% of its outstanding common shares of beneficial interest, no par value per share (together with the Common Stock, the "Common Shares"), upon the terms and subject to the conditions set forth in the Offer. The price to be paid for a Fund's Common Shares is an amount per share, net to the seller in cash, equal to 98% of the net asset value per share as determined by that Fund at the close of regular trading on the American Stock Exchange or New York Stock Exchange, as applicable, on May 29, 2009, or such later date to which the Offer is extended.

        We are the registered holder of record of Common Shares held for your account. A tender of such Common Shares can be made only by us as the registered holder of record and only pursuant to your instructions. The Offer to Purchase is being furnished to you for your information only and cannot be used by you to tender Common Shares held by us for your account.

        We request instructions as to whether you wish us to tender any or all of the Common Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer.

        Your attention is invited to the following:

1.

The purchase price to be paid for a Fund's Common Shares is an amount per share, net to the seller in cash, equal to 98% of the net asset value in U.S. dollars per share as determined by that Fund as of the close of ordinary trading on the American Stock Exchange or New York Stock Exchange, as applicable, on May 29, 2009, unless otherwise extended. The current net asset value of the Fund will be calculated daily and may be obtained by calling Mellon Investor Services LLC, the Depositary and Information Agent, at (866) 223-8669 (toll free) between the hours of 9:00 a.m. and 6:00 p.m. New York City time, except holidays.

2.

Each Fund's Offer, proration period and withdrawal rights expire at 12:00 Midnight, New York City time, on Friday, May 29, 2009, unless the Offer is extended.

3.

No Fund's Offer is conditioned upon that Fund obtaining financing or upon any minimum number of Common Shares being tendered.

4.

Upon the terms and subject to the conditions of a Fund's Offer, that Fund will purchase all Common Shares validly tendered (and not withdrawn) on or prior to the Expiration Date, provided that the total number of Common Shares tendered does not exceed 10% of that Fund's outstanding Common Shares. In the event that more than 10% of a Fund's outstanding Common Shares are tendered, that Fund will purchase 10% of its outstanding Common Shares on a pro rata basis (after taking into account "odd lots" and with appropriate adjustment to avoid purchase of fractional Common Shares). Holders of Common Shares should carefully consider the economics involved when tendering shares in the event that more than 10% of a Fund's Common Shares are tendered and not withdrawn, and that Fund purchases the tendered shares on a pro rata basis.

5.

Any stock or share transfer taxes applicable to the sale of Common Shares to the applicable Fund pursuant to the Offer will be paid by the Fund, except as otherwise provided in the Offer to Purchase.

6.

No fees or commissions will be payable to any Fund in connection with the Offer. However, brokers and other nominees who tender Common Shares pursuant to your instructions may charge you a fee for doing so.

7.

Your instructions to us should be forwarded in ample time before the Expiration Date to permit us to submit a tender on your behalf.

        If you wish to have us tender any or all of your Common Shares, please so instruct us by completing, executing, detaching and returning to us the instruction form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Common Shares of a Fund, all such Common Shares will be tendered unless otherwise specified on the detachable part hereof. Your instructions to us should be forwarded as promptly as possible in order to permit us to submit a tender on your behalf in accordance with the terms and conditions of the Offer.

        The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Common Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

        No Fund nor any Board of Directors or Board of Trustees ("Board") is making any recommendation to any holder of Common Shares whether to tender or refrain from tendering Common Shares in the Offer. Each holder of Common Shares is urged to read and evaluate the Offer and accompanying materials carefully. No person has been authorized to give any information or to make any representations in connection with the Offer other than the materials enclosed herewith and the statements specifically set forth in such materials, and, if given or made, such information or representations may not be relied upon as having been authorized by a Fund or its Board.

        Payment for Common Shares purchased pursuant to the Offer will in all cases be made only after timely receipt by Mellon Investor Services LLC (the "Depositary") of (a) timely confirmation of the book-entry transfer of such Common Shares into the account maintained by the Depositary at The Depository Trust Company (the "Book-Entry Transfer Facility"), pursuant to the procedures set forth in Section 4 of the Offer to Purchase, (b) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined in the Offer to Purchase), in connection with a book-entry delivery, and (c) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering holders of Common Shares at the same time depending upon when confirmations of book-entry transfer of such Common Shares into the Depositary's account at the Book-Entry Transfer Facility are actually received by the Depositary.

Instructions with Respect to Offer by Each of
Neuberger Berman California Intermediate Municipal Fund Inc.
Neuberger Berman Dividend Advantage Fund Inc.
Neuberger Berman Income Opportunity Fund Inc.
Neuberger Berman High Yield Strategies Fund
Neuberger Berman Intermediate Municipal Fund Inc.
Neuberger Berman New York Intermediate Municipal Fund Inc.
(each, a "Fund")
to Purchase for Cash
Up To 10% of Its
Outstanding Common Shares (as defined below)

        The undersigned acknowledge(s) receipt of the enclosed letter and the Offer to Purchase dated May 1, 2009, and a related Letter of Transmittal for the applicable Fund, in connection with the offer by each of Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman Dividend Advantage Fund Inc., Neuberger Berman Income Opportunity Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc. and Neuberger Berman New York Intermediate Municipal Fund Inc., each a Maryland corporation, to purchase for cash up to 10% of its outstanding shares of common stock, par value $0.0001 per share (the "Common Stock") and by Neuberger Berman High Yield Strategies Fund, a Delaware statutory trust, to purchase for cash up to 10% of its outstanding common shares of beneficial interest, no par value per share (together with the Common Stock, the "Common Shares").

        This will instruct you to tender the number of the Common Shares as indicated below (or if no number is indicated below, all the Common Shares) held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

Number of Common Shares to be Tendered:	SIGN HERE
Common Shares*
Dated                          , 2009	Signature(s)
	Please type or print name(s)
	Please type or print address
	Area Code and Telephone Number
	Taxpayer Identification or Social Security Number

PLEASE RETURN THIS FORM TO THE BROKERAGE
FIRM MAINTAINING YOUR ACCOUNT

The method of delivery of this form is at the option and risk of the tendering holder of Common Shares. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

_____________________

*

Unless otherwise indicated, it will be assumed that all Common Shares held by us for your account are to be tendered.

J0209    05/09