Premiums for the Bond have been paid through the period ending December 31,
2007. This filing includes the following exhibits:
Exhibit A - Copy of the Joint Insured Fidelity Bond
Exhibit B - Copy of the Joint Insureds Agreement
Exhibit C - Copy of the Resolutions of a Majority of the Independent Fund
Trustees/Directors
Exhibit D - Amount of a Single Insured Bond for each Fund, if a Joint Insured
Fidelity Bond were not used
Exhibit A
ICI MUTUAL INSURANCE COMPANY
P.O. Box 730
Burlington, Vermont 05402-0730
INVESTMENT COMPANY BLANKET BOND
ICI MUTUAL INSURANCE COMPANY
P.O. Box 730
Burlington, Vermont 05402-0730
DECLARATIONS
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ITEM 1. Name of Insured (the "Insured") Bond Number
NEUBERGER BERMAN MANAGEMENT INC. 87164106B
(Continued on Rider No. 1)
Principal Address: 605 Third Avenue
21st Floor
New York, NY 10158-3698
--------------------------------------------------------------------------------
ITEM 2. Bond Period: from 12:01 a.m. on DECEMBER 31, 2006 , to 12:01 a.m. on
DECEMBER 31, 2007 , or the earlier effective date of the termination of
this Bond, standard time at the Principal Address as to each of said
dates.
--------------------------------------------------------------------------------
ITEM 3. Limit of Liability--
Subject to Sections 9, 10, and 12 hereof:
LIMIT OF DEDUCTIBLE
LIABILITY AMOUNT
Insuring Agreement A- FIDELITY $20,000,000 $150,000
Insuring Agreement B- AUDIT EXPENSE $50,000 $10,000
Insuring Agreement C- ON PREMISES $20,000,000 $150,000
Insuring Agreement D- IN TRANSIT $20,000,000 $150,000
Insuring Agreement E- FORGERY OR ALTERATION $20,000,000 $150,000
Insuring Agreement F- SECURITIES $20,000,000 $150,000
Insuring Agreement G- COUNTERFEIT CURRENCY $20,000,000 $150,000
Insuring Agreement H- UNCOLLECTIBLE ITEMS OF DEPOSIT $25,000 $5,000
Insuring Agreement I- PHONE/ELECTRONIC TRANSACTIONS $20,000,000 $150,000
If "Not Covered" is inserted opposite any Insuring Agreement above, such
Insuring agreement and any reference thereto shall be deemed to be
deleted from this Bond.
--------------------------------------------------------------------------------
ITEM 4. Offices or Premises Covered--All the Insured's offices or other premises
in existence at the time this Bond becomes effective are covered under
this Bond, except the offices or other premises excluded by Rider.
Offices or other premises acquired or established after the effective
date of this Bond are covered subject to the terms of General Agreement
A.
--------------------------------------------------------------------------------
ITEM 5. The liability of ICI Mutual Insurance Company (the "Underwriter") is
subject to the terms of the following Riders attached hereto:
Riders:1-2-3-4-5-6-7-8-9-10-11-12
and of all Riders applicable to this Bond issued during the Bond Period.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
By: /S/ CATHERINE DALTON
-------------------------------
Authorized Representative
Bond (12/03)
2
INVESTMENT COMPANY BLANKET BOND
ICI Mutual Insurance Company (the "Underwriter"), in consideration of an agreed
premium, and in reliance upon the Application and all other information
furnished to the Underwriter by the Insured, and subject to and in accordance
with the Declarations, General Agreements, Provisions, Conditions and
Limitations and other terms of this bond (including all riders hereto) ("Bond"),
to the extent of the Limit of Liability and subject to the Deductible Amount,
agrees to indemnify the Insured for the loss, as described in the Insuring
Agreements, sustained by the Insured at any time but discovered during the Bond
Period.
INSURING AGREEMENTS
A. FIDELITY
Loss (including loss of Property) caused by any Dishonest or Fraudulent Act
or Theft committed by an Employee anywhere, alone or in collusion with other
persons (whether or not Employees), during the time such Employee has the
status of an Employee as defined herein, and even if such loss is not
discovered until after he or she ceases to be an Employee, EXCLUDING loss
covered under Insuring Agreement B.
B. AUDIT EXPENSE
Expense incurred by the Insured for that part of audits or examinations
required by any governmental regulatory authority or Self Regulatory
Organization to be conducted by such authority or Organization or by an
independent accountant or other person, by reason of the discovery of loss
sustained by the Insured and covered by this Bond.
C. ON PREMISES
Loss of Property (including damage thereto or destruction thereof) located or
reasonably believed by the Insured to be located within the Insured's offices
or premises, caused by Theft or by any Dishonest or Fraudulent Act or through
Mysterious Disappearance, EXCLUDING loss covered under Insuring Agreement A.
D. IN TRANSIT
Loss of Property (including damage thereto or destruction thereof) while the
Property is in transit in the custody of any person authorized by an Insured
to act as a messenger, except while in the mail or with a carrier for hire
(other than a Security Company), EXCLUDING loss covered under Insuring
Agreement A. Property is "in transit" beginning immediately upon receipt of
such Property by the transporting person and ending immediately upon delivery
at the specified destination.
E. FORGERY OR ALTERATION
Loss caused by the Forgery or Alteration of or on (1) any bills of exchange,
checks, drafts, or other written orders or directions to pay certain sums in
money, acceptances, certificates of deposit, due bills, money orders, or
letters of credit; or (2) other written instructions, requests or
applications to the Insured, authorizing or acknowledging the transfer,
payment, redemption, delivery or receipt of Property, or giving notice of any
bank account, which instructions or requests or applications purport to have
2
been signed or endorsed by (a) any customer of the Insured, or (b) any
shareholder of or subscriber to shares issued by any Investment Company, or
(c) any financial or banking institution or stockbroker; or (3) withdrawal
orders or receipts for the withdrawal of Property, or receipts or
certificates of deposit for Property and bearing the name of the Insured as
issuer or of another Investment Company for which the Insured acts as agent.
This Insuring Agreement E does not cover loss caused by Forgery or Alteration
of Securities or loss covered under Insuring Agreement A.
F. SECURITIES
Loss resulting from the Insured, in good faith, in the ordinary course of
business, and in any capacity whatsoever, whether for its own account or for
the account of others, having acquired, accepted or received, or sold or
delivered, or given any value, extended any credit or assumed any liability
on the faith of any Securities, where such loss results from the fact that
such Securities (1) were Counterfeit, or (2) were lost or stolen, or (3)
contain a Forgery or Alteration, and notwithstanding whether or not the act
of the Insured causing such loss violated the constitution, by-laws, rules or
regulations of any Self Regulatory Organization, whether or not the Insured
was a member thereof, EXCLUDING loss covered under Insuring Agreement A.
G. COUNTERFEIT CURRENCY
Loss caused by the Insured in good faith having received or accepted (1) any
money orders which prove to be Counterfeit or to contain an Alteration or (2)
paper currencies or coin of the United States of America or Canada which
prove to be Counterfeit.
This Insuring Agreement G does not cover loss covered under Insuring
Agreement A.
H. UNCOLLECTIBLE ITEMS OF DEPOSIT
Loss resulting from the payment of dividends, issuance of Fund shares or
redemptions or exchanges permitted from an account with the Fund as a
consequence of
(1) uncollectible Items of Deposit of a Fund's customer, shareholder or
subscriber credited by the Insured or its agent to such person's Fund
account, or
(2) any Item of Deposit processed through an automated clearing house which
is reversed by a Fund's customer, shareholder or subscriber and is
deemed uncollectible by the Insured;
PROVIDED, that (a) Items of Deposit shall not be deemed uncollectible until
the Insured's collection procedures have failed, (b) exchanges of shares
between Funds with exchange privileges shall be covered hereunder only if all
such Funds are insured by the Underwriter for uncollectible Items of Deposit,
and (c) the Insured Fund shall have implemented and maintained a policy to
hold Items of Deposit for the minimum number of days stated in its
Application (as amended from time to time) before paying any dividend or
permitting any withdrawal with respect to such Items of Deposit (other than
exchanges between Funds). Regardless of the number of transactions between
Funds in an exchange program, the minimum number of days an Item of Deposit
must be held shall begin from the date the Item of Deposit was first credited
to any Insured Fund.
This Insuring Agreement H does not cover loss covered under Insuring
Agreement A.
3
I. PHONE/ELECTRONIC TRANSACTIONS
Loss caused by a Phone/Electronic Transaction, where the request for such
Phone/Electronic Transaction:
(1) is transmitted to the Insured or its agents by voice over the telephone
or by Electronic Transmission; and
(2) is made by an individual purporting to be a Fund shareholder or
subscriber or an authorized agent of a Fund shareholder or subscriber;
and
(3) is unauthorized or fraudulent and is made with the manifest intent to
deceive;
PROVIDED, that the entity receiving such request generally maintains and
follows during the Bond Period all Phone/Electronic Transaction Security
Procedures with respect to all Phone/Electronic Transactions; and
EXCLUDING loss resulting from:
(1) the failure to pay for shares attempted to be purchased; or
(2) any redemption of Investment Company shares which had been improperly
credited to a shareholder's account where such shareholder (a) did not
cause, directly or indirectly, such shares to be credited to such
account, and (b) directly or indirectly received any proceeds or other
benefit from such redemption; or
(3) any redemption of shares issued by an Investment Company where the
proceeds of such redemption were requested to be paid or made payable to
other than (a) the Shareholder of Record, or (b) any other person or
bank account designated to receive redemption proceeds (i) in the
initial account application, or (ii) in writing (not to include
Electronic Transmission) accompanied by a signature guarantee; or
(4) any redemption of shares issued by an Investment Company where the
proceeds of such redemption were requested to be sent to other than any
address for such account which was designated (a) in the initial account
application, or (b) in writing (not to include Electronic Transmission),
where such writing is received at least one (1) day prior to such
redemption request, or (c) by voice over the telephone or by Electronic
Transmission at least fifteen (15) days prior to such redemption; or
(5) the intentional failure to adhere to one or more Phone/Electronic
Transaction Security Procedures; or
(6) a Phone/Electronic Transaction request transmitted by electronic mail or
transmitted by any method not subject to the Phone/Electronic
Transaction Security Procedures; or
(7) the failure or circumvention of any physical or electronic protection
device, including any firewall, that imposes restrictions on the flow of
electronic traffic in or out of any Computer System.
This Insuring Agreement I does not cover loss covered under Insuring
Agreement A, "Fidelity" or Insuring Agreement J, "Computer Security".
4
GENERAL AGREEMENTS
A. ADDITIONAL OFFICES OR EMPLOYEES--CONSOLIDATION OR MERGER--NOTICE
1. Except as provided in paragraph 2 below, this Bond shall apply to any
additional office(s) established by the Insured during the Bond Period
and to all Employees during the Bond Period, without the need to give
notice thereof or pay additional premiums to the Underwriter for the
Bond Period.
2. If during the Bond Period an Insured Investment Company shall merge or
consolidate with an institution in which such Insured is the surviving
entity, or purchase substantially all the assets or capital stock of
another institution, or acquire or create a separate investment
portfolio, and shall within sixty (60) days notify the Underwriter
thereof, then this Bond shall automatically apply to the Property and
Employees resulting from such merger, consolidation, acquisition or
creation from the date thereof; provided, that the Underwriter may make
such coverage contingent upon the payment of an additional premium.
B. WARRANTY
No statement made by or on behalf of the Insured, whether contained in the
Application or otherwise, shall be deemed to be an absolute warranty, but
only a warranty that such statement is true to the best of the knowledge of
the person responsible for such statement.
C. COURT COSTS AND ATTORNEYS' FEES
The Underwriter will indemnify the Insured against court costs and reasonable
attorneys' fees incurred and paid by the Insured in defense of any legal
proceeding brought against the Insured claiming that the Insured is liable
for any loss, claim or damage which, if established against the Insured,
would constitute a loss sustained by the Insured covered under the terms of
this Bond; provided, however, that with respect to Insuring Agreement A this
indemnity shall apply only in the event that
1. an Employee admits to having committed or is adjudicated to have
committed a Dishonest or Fraudulent Act or Theft which caused the loss;
or
2. in the absence of such an admission or adjudication, an arbitrator or
arbitrators acceptable to the Insured and the Underwriter concludes,
after a review of an agreed statement of facts, that an Employee has
committed a Dishonest or Fraudulent Act or Theft which caused the loss.
The Insured shall promptly give notice to the Underwriter of any such legal
proceeding and upon request shall furnish the Underwriter with copies of all
pleadings and other papers therein. At the Underwriter's election the
Insured shall permit the Underwriter to conduct the defense of such legal
proceeding in the Insured's name, through attorneys of the Underwriter's
selection. In such event, the Insured shall give all reasonable information
and assistance which the Underwriter shall deem necessary to the proper
defense of such legal proceeding.
If the amount of the Insured's liability or alleged liability in any such
legal proceeding is greater than the amount which the Insured would be
entitled to recover under this Bond (other than pursuant to this General
Agreement C), or if a Deductible Amount is applicable, or both, the indemnity
liability of the Underwriter under this General Agreement C is limited to the
proportion of court costs and attorneys' fees incurred and paid by the
Insured or by the Underwriter that the amount which the Insured would be
5
entitled to recover under this Bond (other than pursuant to this General
Agreement C) bears to the sum of such amount plus the amount which the
Insured is not entitled to recover. Such indemnity shall be in addition to
the Limit of Liability for the applicable Insuring Agreement.
THIS BOND, INCLUDING THE FOREGOING INSURING AGREEMENTS
AND GENERAL AGREEMENTS, IS SUBJECT TO THE FOLLOWING
PROVISIONS, CONDITIONS AND LIMITATIONS:
SECTION 1. DEFINITIONS
The following terms used in this Bond shall have the meanings stated in this
Section:
A. "ALTERATION" means the marking, changing or altering in a material way
of the terms, meaning or legal effect of a document with the intent to
deceive.
B. "APPLICATION" means the Insured's application (and any attachments and
materials submitted in connection therewith) furnished to the
Underwriter for this Bond.
C. "COMPUTER SYSTEM" means (1) computers with related peripheral
components, including storage components, (2) systems and applications
software, (3) terminal devices, (4) related communications networks or
customer communication systems, and (5) related electronic funds
transfer systems; by which data or monies are electronically collected,
transmitted, processed, stored or retrieved.
D. "COUNTERFEIT" means, with respect to any item, one which is false but is
intended to deceive and to be taken for the original authentic item.
E. "DEDUCTIBLE AMOUNT" means, with respect to any Insuring Agreement, the
amount set forth under the heading "Deductible Amount" in Item 3 of the
Declarations or in any Rider for such Insuring Agreement, applicable to
each Single Loss covered by such Insuring Agreement.
F. "DEPOSITORY" means any "securities depository" (other than any foreign
securities depository) in which an Investment Company may deposit its
Securities in accordance with Rule 17f-4 under the Investment Company
Act of 1940.
G. "DISHONEST OR FRAUDULENT ACT" means any dishonest or fraudulent act,
including "larceny and embezzlement" as defined in Section 37 of the
Investment Company Act of 1940, committed with the conscious manifest
intent (1) to cause the Insured to sustain a loss and (2) to obtain
financial benefit for the perpetrator or any other person (other than
salaries, commissions, fees, bonuses, awards, profit sharing, pensions
or other employee benefits). A Dishonest or Fraudulent Act does not mean
or include a reckless act, a negligent act, or a grossly negligent act.
H. "ELECTRONIC TRANSMISSION" means any transmission effected by electronic
means, including but not limited to a transmission effected by telephone
tones, Telefacsimile, wireless device, or over the Internet.
I. "EMPLOYEE" means:
(1) each officer, director, trustee, partner or employee of the
Insured, and
6
(2) each officer, director, trustee, partner or employee of any
predecessor of the Insured whose principal assets are acquired by
the Insured by consolidation or merger with, or purchase of assets
or capital stock of, such predecessor, and
(3) each attorney performing legal services for the Insured and each
employee of such attorney or of the law firm of such attorney while
performing services for the Insured, and
(4) each student who is an authorized intern of the Insured, while in
any of the Insured's offices, and
(5) each officer, director, trustee, partner or employee of
(a) an investment adviser,
(b) an underwriter (distributor),
(c) a transfer agent or shareholder accounting recordkeeper, or
(d) an administrator authorized by written agreement to keep
financial and/or other required records,
for an Investment Company named as an Insured, but only while (i) such
officer, partner or employee is performing acts coming within the scope
of the usual duties of an officer or employee of an Insured, or (ii)
such officer, director, trustee, partner or employee is acting as a
member of any committee duly elected or appointed to examine or audit
or have custody of or access to the Property of the Insured, or (iii)
such director or trustee (or anyone acting in a similar capacity) is
acting outside the scope of the usual duties of a director or trustee;
provided, that the term "Employee" shall not include any officer,
director, trustee, partner or employee of a transfer agent, shareholder
accounting recordkeeper or administrator (x) which is not an
"affiliated person" (as defined in Section 2(a) of the Investment
Company Act of 1940) of an Investment Company named as Insured or of
the adviser or underwriter of such Investment Company, or (y) which is
a "Bank" (as defined in Section 2(a) of the Investment Company Act of
1940), and
(6) each individual assigned, by contract or by any agency furnishing
temporary personnel, in either case on a contingent or part-time
basis, to perform the usual duties of an employee in any office of
the Insured, and
(7) each individual assigned to perform the usual duties of an employee
or officer of any entity authorized by written agreement with the
Insured to perform services as electronic data processor of checks
or other accounting records of the Insured, but excluding a
processor which acts as transfer agent or in any other agency
capacity for the Insured in issuing checks, drafts or securities,
unless included under subsection (5) hereof, and
(8) each officer, partner or employee of
(a) any Depository or Exchange,
(b) any nominee in whose name is registered any Security included
in the systems for the central handling of securities
established and maintained by any Depository, and
(c) any recognized service company which provides clerks or other
personnel to any Depository or Exchange on a contract basis,
while such officer, partner or employee is performing services
for any Depository in the operation of systems for the central
handling of securities, and
(9) in the case of an Insured which is an "employee benefit plan" (as
defined in Section 3 of the Employee Retirement Income Security Act
of 1974 ("ERISA")) for officers, directors or employees of another
Insured ("In-House Plan"), any "fiduciary" or other "plan official"
(within the meaning of Section 412 of ERISA) of such In-House Plan,
provided that such fiduciary or other plan official is a director,
partner, officer, trustee or employee of an Insured (other than an
In-House Plan).
7
Each employer of temporary personnel and each entity referred to in
subsections (6) and (7) and their respective partners, officers and employees
shall collectively be deemed to be one person for all the purposes of this
Bond.
Brokers, agents, independent contractors, or representatives of the same
general character shall not be considered Employees, except as provided in
subsections (3), (6), and (7).
J. "EXCHANGE" means any national securities exchange registered under the
Securities Exchange Act of 1934.
K. "FORGERY" means the physical signing on a document of the name of
another person (whether real or fictitious) with the intent to deceive.
A Forgery may be by means of mechanically reproduced facsimile
signatures as well as handwritten signatures. Forgery does not include
the signing of an individual's own name, regardless of such individual's
authority, capacity or purpose.
L. "ITEMS OF DEPOSIT" means one or more checks or drafts.
M. "INVESTMENT COMPANY" or "FUND" means an investment company registered
under the Investment Company Act of 1940.
N. "LIMIT OF LIABILITY" means, with respect to any Insuring Agreement, the
limit of liability of the Underwriter for any Single Loss covered by
such Insuring Agreement as set forth under the heading "Limit of
Liability" in Item 3 of the Declarations or in any Rider for such
Insuring Agreement.
O. "MYSTERIOUS DISAPPEARANCE" means any disappearance of Property which,
after a reasonable investigation has been conducted, cannot be
explained.
P. "NON-FUND" means any corporation, business trust, partnership, trust or
other entity which is not an Investment Company.
Q. "PHONE/ELECTRONIC TRANSACTION SECURITY PROCEDURES" means security
procedures for Phone/Electronic Transactions as provided in writing to
the Underwriter.
R. "PHONE/ELECTRONIC TRANSACTION" means any (1) redemption of shares issued
by an Investment Company, (2) election concerning dividend options
available to Fund shareholders, (3) exchange of shares in a registered
account of one Fund into shares in an identically registered account of
another Fund in the same complex pursuant to exchange privileges of the
two Funds, or (4) purchase of shares issued by an Investment Company,
which redemption, election, exchange or purchase is requested by voice
over the telephone or through an Electronic Transmission.
S. "PROPERTY" means the following tangible items: money, postage and
revenue stamps, precious metals, Securities, bills of exchange,
acceptances, checks, drafts, or other written orders or directions to
pay sums certain in money, certificates of deposit, due bills, money
orders, letters of credit, financial futures contracts, conditional
sales contracts, abstracts of title, insurance policies, deeds,
mortgages, and assignments of any of the foregoing, and other valuable
papers, including books of account and other records used by the Insured
in the conduct of its business, and all other instruments similar to or
in the nature of the foregoing (but excluding all data processing
records), in which the Insured has an interest or in which the Insured
acquired or should have acquired an interest by reason of a
8
predecessor's declared financial condition at the time of the Insured's
consolidation or merger with, or purchase of the principal assets of,
such predecessor or which are held by the Insured for any purpose or in
any capacity.
T. "SECURITIES" means original negotiable or non-negotiable agreements or
instruments which represent an equitable or legal interest, ownership or
debt (including stock certificates, bonds, promissory notes, and
assignments thereof), which are in the ordinary course of business and
transferable by physical delivery with appropriate endorsement or
assignment. "Securities" does not include bills of exchange,
acceptances, certificates of deposit, checks, drafts, or other written
orders or directions to pay sums certain in money, due bills, money
orders, or letters of credit.
U. "SECURITY COMPANY" means an entity which provides or purports to provide
the transport of Property by secure means, including, without
limitation, by use of armored vehicles or guards.
V. "SELF REGULATORY ORGANIZATION" means any association of investment
advisers or securities dealers registered under the federal securities
laws, or any Exchange.
W. "SHAREHOLDER OF RECORD" means the record owner of shares issued by an
Investment Company or, in the case of joint ownership of such shares,
all record owners, as designated (1) in the initial account application,
or (2) in writing accompanied by a signature guarantee, or (3) pursuant
to procedures as set forth in the Application.
X. "SINGLE LOSS" means:
(1) all loss resulting from any one actual or attempted Theft committed
by one person, or
(2) all loss caused by any one act (other than a Theft or a Dishonest
or Fraudulent Act) committed by one person, or
(3) all loss caused by Dishonest or Fraudulent Acts committed by one
person, or
(4) all expenses incurred with respect to any one audit or examination,
or
(5) all loss caused by any one occurrence or event other than those
specified in subsections (1) through (4) above.
All acts or omissions of one or more persons which directly or indirectly
aid or, by failure to report or otherwise, permit the continuation of an
act referred to in subsections (1) through (3) above of any other person
shall be deemed to be the acts of such other person for purposes of this
subsection.
All acts or occurrences or events which have as a common nexus any fact,
circumstance, situation, transaction or series of facts, circumstances,
situations, or transactions shall be deemed to be one act, one occurrence,
or one event.
Y. "TELEFACSIMILE" means a system of transmitting and reproducing fixed
graphic material (as, for example, printing) by means of signals
transmitted over telephone lines or over the Internet.
Z. "THEFT" means robbery, burglary or hold-up, occurring with or without
violence or the threat of violence.
9
SECTION 2. EXCLUSIONS
THIS BOND DOES NOT COVER:
A. Loss resulting from (1) riot or civil commotion outside the United
States of America and Canada, or (2) war, revolution, insurrection,
action by armed forces, or usurped power, wherever occurring; except if
such loss occurs in transit, is otherwise covered under Insuring
Agreement D, and when such transit was initiated, the Insured or any
person initiating such transit on the Insured's behalf had no knowledge
of such riot, civil commotion, war, revolution, insurrection, action by
armed forces, or usurped power.
B. Loss in time of peace or war resulting from nuclear fission or fusion or
radioactivity, or biological or chemical agents or hazards, or fire,
smoke, or explosion, or the effects of any of the foregoing.
C. Loss resulting from any Dishonest or Fraudulent Act committed by any
person while acting in the capacity of a member of the Board of
Directors or any equivalent body of the Insured or of any other entity.
D. Loss resulting from any nonpayment or other default of any loan or
similar transaction made by the Insured or any of its partners,
directors, officers or employees, whether or not authorized and whether
procured in good faith or through a Dishonest or Fraudulent Act, unless
such loss is otherwise covered under Insuring Agreement A, E or F.
E. Loss resulting from any violation by the Insured or by any Employee of
any law, or any rule or regulation pursuant thereto or adopted by a Self
Regulatory Organization, regulating the issuance, purchase or sale of
securities, securities transactions upon security exchanges or over the
counter markets, Investment Companies, or investment advisers, unless
such loss, in the absence of such law, rule or regulation, would be
covered under Insuring Agreement A, E or F.
F. Loss of Property while in the custody of any Security Company, unless
such loss is covered under this Bond and is in excess of the amount
recovered or received by the Insured under (1) the Insured's contract
with such Security Company, and (2) insurance or indemnity of any kind
carried by such Security Company for the benefit of, or otherwise
available to, users of its service, in which case this Bond shall cover
only such excess, subject to the applicable Limit of Liability and
Deductible Amount.
G. Potential income, including but not limited to interest and dividends,
not realized by the Insured because of a loss covered under this Bond,
except when covered under Insuring Agreement H.
H. Loss in the form of (1) damages of any type for which the Insured is
legally liable, except direct compensatory damages, or (2) taxes, fines,
or penalties, including without limitation two-thirds of treble damage
awards pursuant to judgments under any statute or regulation.
I. Loss resulting from the surrender of Property away from an office of the
Insured as a result of a threat
(1) to do bodily harm to any person, except loss of Property in transit
in the custody of any person acting as messenger as a result of a
threat to do bodily harm to such person, if the Insured had no
knowledge of such threat at the time such transit was initiated, or
10
(2) to do damage to the premises or Property of the Insured, unless
such loss is otherwise covered under Insuring Agreement A.
J. All costs, fees and other expenses incurred by the Insured in
establishing the existence of or amount of loss covered under this Bond,
except to the extent certain audit expenses are covered under Insuring
Agreement B.
K. Loss resulting from payments made to or withdrawals from any account,
involving funds erroneously credited to such account, unless such loss
is otherwise covered under Insuring Agreement A.
L. Loss resulting from uncollectible Items of Deposit which are drawn upon
a financial institution outside the United States of America, its
territories and possessions, or Canada.
M. Loss resulting from the Dishonest or Fraudulent Acts, Theft, or other
acts or omissions of an Employee primarily engaged in the sale of shares
issued by an Investment Company to persons other than (1) a person
registered as a broker under the Securities Exchange Act of 1934 or (2)
an "accredited investor" as defined in Rule 501(a) of Regulation D under
the Securities Act of 1933, which is not an individual.
N. Loss resulting from the use of credit, debit, charge, access,
convenience, identification, cash management or other cards, whether
such cards were issued or purport to have been issued by the Insured or
by anyone else, unless such loss is otherwise covered under Insuring
Agreement A.
O. Loss resulting from any purchase, redemption or exchange of securities
issued by an Investment Company or other Insured, or any other
instruction, request, acknowledgement, notice or transaction involving
securities issued by an Investment Company or other Insured or the
dividends in respect thereof, when any of the foregoing is requested,
authorized or directed or purported to be requested, authorized or
directed by voice over the telephone or by Electronic Transmission,
unless such loss is otherwise covered under Insuring Agreement A or
Insuring Agreement I.
P. Loss resulting from any Dishonest or Fraudulent Act or Theft committed
by an Employee as defined in Section 1.I(2), unless such loss (1) could
not have been reasonably discovered by the due diligence of the Insured
at or prior to the time of acquisition by the Insured of the assets
acquired from a predecessor, and (2) arose out of a lawsuit or valid
claim brought against the Insured by a person unaffiliated with the
Insured or with any person affiliated with the Insured.
Q. Loss resulting from the unauthorized entry of data into, or the deletion
or destruction of data in, or the change of data elements or programs
within, any Computer System, unless such loss is otherwise covered under
Insuring Agreement A.
11
SECTION 3. ASSIGNMENT OF RIGHTS
Upon payment to the Insured hereunder for any loss, the Underwriter shall be
subrogated to the extent of such payment to all of the Insured's rights and
claims in connection with such loss; provided, however, that the Underwriter
shall not be subrogated to any such rights or claims one named Insured under
this Bond may have against another named Insured under this Bond. At the
request of the Underwriter, the Insured shall execute all assignments or
other documents and take such action as the Underwriter may deem necessary or
desirable to secure and perfect such rights and claims, including the
execution of documents necessary to enable the Underwriter to bring suit in
the name of the Insured.
Assignment of any rights or claims under this Bond shall not bind the
Underwriter without the Underwriter's written consent.
SECTION 4. LOSS--NOTICE--PROOF--LEGAL PROCEEDINGS
This Bond is for the use and benefit only of the Insured and the Underwriter
shall not be liable hereunder for loss sustained by anyone other than the
Insured, except that if the Insured includes such other loss in the Insured's
proof of loss, the Underwriter shall consider its liability therefor. As
soon as practicable and not more than sixty (60) days after discovery of any
loss covered hereunder, the Insured shall give the Underwriter written notice
thereof and, as soon as practicable and within one year after such discovery,
shall also furnish to the Underwriter affirmative proof of loss with full
particulars. The Underwriter may extend the sixty day notice period or the
one year proof of loss period if the Insured requests an extension and shows
good cause therefor.
See also General Agreement C (Court Costs and Attorneys' Fees).
The Underwriter shall not be liable hereunder for loss of Securities unless
each of the Securities is identified in such proof of loss by a certificate
or bond number or by such identification means as the Underwriter may
require. The Underwriter shall have a reasonable period after receipt of a
proper affirmative proof of loss within which to investigate the claim, but
where the loss is of Securities and is clear and undisputed, settlement shall
be made within forty-eight (48) hours even if the loss involves Securities of
which duplicates may be obtained.
The Insured shall not bring legal proceedings against the Underwriter to
recover any loss hereunder prior to sixty (60) days after filing such proof
of loss or subsequent to twenty-four (24) months after the discovery of such
loss or, in the case of a legal proceeding to recover hereunder on account of
any judgment against the Insured in or settlement of any suit mentioned in
General Agreement C or to recover court costs or attorneys' fees paid in any
such suit, twenty-four (24) months after the date of the final judgment in or
settlement of such suit. If any limitation in this Bond is prohibited by any
applicable law, such limitation shall be deemed to be amended to be equal to
the minimum period of limitation permitted by such law.
Notice hereunder shall be given to Manager, Professional Liability Claims,
ICI Mutual Insurance Company, P.O. Box 730, Burlington, Vermont 05402-0730.
12
SECTION 5. DISCOVERY
For all purposes under this Bond, a loss is discovered, and discovery of a
loss occurs, when the Insured
(1) becomes aware of facts, or
(2) receives notice of an actual or potential claim by a third party which
alleges that the Insured is liable under circumstances,
which would cause a reasonable person to assume that loss covered by this
Bond has been or is likely to be incurred even though the exact amount or
details of loss may not be known.
SECTION 6. VALUATION OF PROPERTY
For the purpose of determining the amount of any loss hereunder, the value of
any Property shall be the market value of such Property at the close of
business on the first business day before the discovery of such loss; except
that
(1) the value of any Property replaced by the Insured prior to the payment
of a claim therefor shall be the actual market value of such Property at
the time of replacement, but not in excess of the market value of such
Property on the first business day before the discovery of the loss of
such Property;
(2) the value of Securities which must be produced to exercise subscription,
conversion, redemption or deposit privileges shall be the market value
of such privileges immediately preceding the expiration thereof if the
loss of such Securities is not discovered until after such expiration,
but if there is no quoted or other ascertainable market price for such
Property or privileges referred to in clauses (1) and (2), their value
shall be fixed by agreement between the parties or by arbitration before
an arbitrator or arbitrators acceptable to the parties; and
(3) the value of books of accounts or other records used by the Insured in
the conduct of its business shall be limited to the actual cost of blank
books, blank pages or other materials if the books or records are
reproduced plus the cost of labor for the transcription or copying of
data furnished by the Insured for reproduction.
SECTION 7. LOST SECURITIES
The maximum liability of the Underwriter hereunder for lost Securities shall
be the payment for, or replacement of, such Securities having an aggregate
value not to exceed the applicable Limit of Liability. If the Underwriter
shall make payment to the Insured for any loss of securities, the Insured
shall assign to the Underwriter all of the Insured's right, title and
interest in and to such Securities. In lieu of such payment, the Underwriter
may, at its option, replace such lost Securities, and in such case the
Insured shall cooperate to effect such replacement. To effect the
replacement of lost Securities, the Underwriter may issue or arrange for the
issuance of a lost instrument bond. If the value of such Securities does not
exceed the applicable Deductible Amount (at the time of the discovery of the
loss), the Insured will pay the usual premium charged for the lost instrument
bond and will indemnify the issuer of such bond against all loss and expense
that it may sustain because of the issuance of such bond.
If the value of such Securities exceeds the applicable Deductible Amount (at
the time of discovery of the loss), the Insured will pay a proportion of the
usual premium charged for the lost instrument bond, equal to the percentage
that the applicable Deductible Amount bears to the value of such Securities
upon discovery of the loss, and will indemnify the issuer of such bond
against all loss and expense that is not recovered from the Underwriter under
13
the terms and conditions of this Bond, subject to the applicable Limit of
Liability.
SECTION 8. SALVAGE
If any recovery is made, whether by the Insured or the Underwriter, on
account of any loss within the applicable Limit of Liability hereunder, the
Underwriter shall be entitled to the full amount of such recovery to
reimburse the Underwriter for all amounts paid hereunder with respect to such
loss. If any recovery is made, whether by the Insured or the Underwriter, on
account of any loss in excess of the applicable Limit of Liability hereunder
plus the Deductible Amount applicable to such loss from any source other than
suretyship, insurance, reinsurance, security or indemnity taken by or for the
benefit of the Underwriter, the amount of such recovery, net of the actual
costs and expenses of recovery, shall be applied to reimburse the Insured in
full for the portion of such loss in excess of such Limit of Liability, and
the remainder, if any, shall be paid first to reimburse the Underwriter for
all amounts paid hereunder with respect to such loss and then to the Insured
to the extent of the portion of such loss within the Deductible Amount. The
Insured shall execute all documents which the Underwriter deems necessary or
desirable to secure to the Underwriter the rights provided for herein.
SECTION 9. NON-REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL LIABILITY
Prior to its termination, this Bond shall continue in force up to the Limit
of Liability for each Insuring Agreement for each Single Loss,
notwithstanding any previous loss (other than such Single Loss) for which the
Underwriter may have paid or be liable to pay hereunder; PROVIDED, however,
that regardless of the number of years this Bond shall continue in force and
the number of premiums which shall be payable or paid, the liability of the
Underwriter under this Bond with respect to any Single Loss shall be limited
to the applicable Limit of Liability irrespective of the total amount of such
Single Loss and shall not be cumulative in amounts from year to year or from
period to period.
SECTION 10. MAXIMUM LIABILITY OF UNDERWRITER; OTHER BONDS OR POLICIES
The maximum liability of the Underwriter for any Single Loss covered by any
Insuring Agreement under this Bond shall be the Limit of Liability applicable
to such Insuring Agreement, subject to the applicable Deductible Amount and
the other provisions of this Bond. Recovery for any Single Loss may not be
made under more than one Insuring Agreement. If any Single Loss covered
under this Bond is recoverable or recovered in whole or in part because of an
unexpired discovery period under any other bonds or policies issued by the
Underwriter to the Insured or to any predecessor in interest of the Insured,
the maximum liability of the Underwriter shall be the greater of either (1)
the applicable Limit of Liability under this Bond, or (2) the maximum
liability of the Underwriter under such other bonds or policies.
SECTION 11. OTHER INSURANCE
Notwithstanding anything to the contrary herein, if any loss covered by this
Bond shall also be covered by other insurance or suretyship for the benefit
of the Insured, the Underwriter shall be liable hereunder only for the
portion of such loss in excess of the amount recoverable under such other
insurance or suretyship, but not exceeding the applicable Limit of Liability
of this Bond.
14
SECTION 12. DEDUCTIBLE AMOUNT
The Underwriter shall not be liable under any Insuring Agreement unless the
amount of the loss covered thereunder, after deducting the net amount of all
reimbursement and/or recovery received by the Insured with respect to such
loss (other than from any other bond, suretyship or insurance policy or as an
advance by the Underwriter hereunder) shall exceed the applicable Deductible
Amount; in such case the Underwriter shall be liable only for such excess,
subject to the applicable Limit of Liability and the other terms of this
Bond.
No Deductible Amount shall apply to any loss covered under Insuring Agreement
A sustained by any Investment Company named as an Insured.
SECTION 13. TERMINATION
The Underwriter may terminate this Bond as to any Insured or all Insureds
only by written notice to such Insured or Insureds and, if this Bond is
terminated as to any Investment Company, to each such Investment Company
terminated thereby and to the Securities and Exchange Commission, Washington,
D.C., in all cases not less than sixty (60) days prior to the effective date
of termination specified in such notice.
The Insured may terminate this Bond only by written notice to the Underwriter
not less than sixty (60) days prior to the effective date of the termination
specified in such notice. Notwithstanding the foregoing, when the Insured
terminates this Bond as to any Investment Company, the effective date of
termination shall be not less than sixty (60) days from the date the
Underwriter provides written notice of the termination to each such
Investment Company terminated thereby and to the Securities and Exchange
Commission, Washington, D.C.
This Bond will terminate as to any Insured that is a Non-Fund immediately and
without notice upon (1) the takeover of such Insured's business by any State
or Federal official or agency, or by any receiver or liquidator, or (2) the
filing of a petition under any State or Federal statute relative to
bankruptcy or reorganization of the Insured, or assignment for the benefit of
creditors of the Insured.
Premiums are earned until the effective date of termination. The Underwriter
shall refund the unearned premium computed at short rates in accordance with
the Underwriter's standard short rate cancellation tables if this Bond is
terminated by the Insured or pro rata if this Bond is terminated by the
Underwriter.
Upon the detection by any Insured that an Employee has committed any
Dishonest or Fraudulent Act(s) or Theft, the Insured shall immediately remove
such Employee from a position that may enable such Employee to cause the
Insured to suffer a loss by any subsequent Dishonest or Fraudulent Act(s) or
Theft. The Insured, within two (2) business days of such detection, shall
notify the Underwriter with full and complete particulars of the detected
Dishonest or Fraudulent Act(s) or Theft.
For purposes of this section, detection occurs when any partner, officer, or
supervisory employee of any Insured, who is not in collusion with such
Employee, becomes aware that the Employee has committed any Dishonest or
Fraudulent Act(s) or Theft.
This Bond shall terminate as to any Employee by written notice from the
Underwriter to each Insured and, if such Employee is an Employee of an
Insured Investment Company, to the Securities and Exchange Commission, in all
cases not less than sixty (60) days prior to the effective date of
termination specified in such notice.
15
SECTION 14. RIGHTS AFTER TERMINATION
At any time prior to the effective date of termination of this Bond as to any
Insured, such Insured may, by written notice to the Underwriter, elect to
purchase the right under this Bond to an additional period of twelve (12)
months within which to discover loss sustained by such Insured prior to the
effective date of such termination and shall pay an additional premium
therefor as the Underwriter may require.
Such additional discovery period shall terminate immediately and without
notice upon the takeover of such Insured's business by any State or Federal
official or agency, or by any receiver or liquidator. Promptly after such
termination the Underwriter shall refund to the Insured any unearned premium.
The right to purchase such additional discovery period may not be exercised
by any State or Federal official or agency, or by any receiver or liquidator,
acting or appointed to take over the Insured's business.
SECTION 15. CENTRAL HANDLING OF SECURITIES
The Underwriter shall not be liable for loss in connection with the central
handling of securities within the systems established and maintained by any
Depository ("Systems"), unless the amount of such loss exceeds the amount
recoverable or recovered under any bond or policy or participants' fund
insuring the Depository against such loss (the "Depository's Recovery"); in
such case the Underwriter shall be liable hereunder only for the Insured's
share of such excess loss, subject to the applicable Limit of Liability, the
Deductible Amount and the other terms of this Bond.
For determining the Insured's share of such excess loss, (1) the Insured
shall be deemed to have an interest in any certificate representing any
security included within the Systems equivalent to the interest the Insured
then has in all certificates representing the same security included within
the Systems; (2) the Depository shall have reasonably and fairly apportioned
the Depository's Recovery among all those having an interest as recorded by
appropriate entries in the books and records of the Depository in Property
involved in such loss, so that each such interest shall share in the
Depository's Recovery in the ratio that the value of each such interest bears
to the total value of all such interests; and (3) the Insured's share of such
excess loss shall be the amount of the Insured's interest in such Property in
excess of the amount(s) so apportioned to the Insured by the Depository.
This Bond does not afford coverage in favor of any Depository or Exchange or
any nominee in whose name is registered any security included within the
Systems.
SECTION 16. ADDITIONAL COMPANIES INCLUDED AS INSURED
If more than one entity is named as the Insured:
A. the total liability of the Underwriter hereunder for each Single Loss
shall not exceed the Limit of Liability which would be applicable if
there were only one named Insured, regardless of the number of Insured
entities which sustain loss as a result of such Single Loss,
B. the Insured first named in Item 1 of the Declarations shall be deemed
authorized to make, adjust, and settle, and receive and enforce payment
of, all claims hereunder as the agent of each other Insured for such
purposes and for the giving or receiving of any notice required or
permitted to be given hereunder; provided, that the Underwriter shall
promptly furnish each named Insured Investment Company with (1) a copy
16
of this Bond and any amendments thereto, (2) a copy of each formal
filing of a claim hereunder by any other Insured, and (3) notification
of the terms of the settlement of each such claim prior to the execution
of such settlement,
C. the Underwriter shall not be responsible or have any liability for the
proper application by the Insured first named in Item 1 of the
Declarations of any payment made hereunder to the first named Insured,
D. for the purposes of Sections 4 and 13, knowledge possessed or discovery
made by any partner, officer or supervisory Employee of any Insured
shall constitute knowledge or discovery by every named Insured,
E. if the first named Insured ceases for any reason to be covered under
this Bond, then the Insured next named shall thereafter be considered as
the first named Insured for the purposes of this Bond, and
F. each named Insured shall constitute "the Insured" for all purposes of
this Bond.
SECTION 17. NOTICE AND CHANGE OF CONTROL
Within thirty (30) days after learning that there has been a change in
control of an Insured by transfer of its outstanding voting securities the
Insured shall give written notice to the Underwriter of:
A. the names of the transferors and transferees (or the names of the
beneficial owners if the voting securities are registered in another
name), and
B. the total number of voting securities owned by the transferors and the
transferees (or the beneficial owners), both immediately before and
after the transfer, and
C. the total number of outstanding voting securities.
As used in this Section, "control" means the power to exercise a controlling
influence over the management or policies of the Insured.
SECTION 18. CHANGE OR MODIFICATION
This Bond may only be modified by written Rider forming a part hereof over
the signature of the Underwriter's authorized representative. Any Rider
which modifies the coverage provided by Insuring Agreement A, Fidelity, in a
manner which adversely affects the rights of an Insured Investment Company
shall not become effective until at least sixty (60) days after the
Underwriter has given written notice thereof to the Securities and Exchange
Commission, Washington, D.C., and to each Insured Investment Company affected
thereby.
IN WITNESS WHEREOF, the Underwriter has caused this Bond to be executed on the
Declarations Page.
17
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 1
--------------------------------------------------------------------------------
INSURED BOND NUMBER
NEUBERGER BERMAN MANAGEMENT INC. 87164106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
DECEMBER 31, 2006 DECEMBER 31, 2006 TO DECEMBER 31, 2007 /S/ CATHERINE DALTON
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that Item 1 of the Declarations, Name of Insured, shall include the
following:
Neuberger Berman, LLC
Lehman Brothers Asset Management, Inc.
Lehman Brothers Asset Management LLC
Lehman Brothers First Trust Opportunity Fund
Institutional Liquidity Trust, a series fund consisting of:
o Money Market Master Series
o Prime Master Series
o Treasury Master Series
o Treasury Reserves Master Series
o Government Master Series
o Government Reserves Master Series
o Municipal Master Series
o Tax-Exempt Master Series
o New York Municipal Master Series
Lehman Brothers Institutional Liquidity Series, a series fund consisting
of:
o Lehman Brothers Institutional Liquidity Fund
o Lehman Brothers Prime Money Fund
o Lehman Brothers U.S. Treasury Fund
Neuberger Berman Advisers Management Trust, a series fund consisting of:
o AMT Balanced Portfolio
o AMT Fasciano Portfolio
o AMT Focus Portfolio
o AMT Growth Portfolio
o AMT Guardian Portfolio
o AMT High Income Bond Portfolio
o AMT International Large Cap Portfolio
o AMT International Portfolio
o AMT Limited Maturity Bond Portfolio
o AMT Mid-Cap Growth Portfolio
2
o AMT Partners Portfolio
o AMT Real Estate Portfolio
o AMT Regency Portfolio
o AMT Socially Responsive Portfolio
Neuberger Berman Equity Funds, a series fund consisting of:
o Neuberger Berman Century Fund
o Neuberger Berman Fasciano Fund
o Neuberger Berman Focus Fund
o Neuberger Berman Genesis Fund
o Neuberger Berman Guardian Fund
o Neuberger Berman International Fund
o Neuberger Berman International Institutional Fund
o Neuberger Berman Manhattan Fund
o Neuberger Berman Millennium Fund
o Neuberger Berman Partners Fund
o Neuberger Berman Real Estate Fund
o Neuberger Berman Regency Fund
o Neuberger Berman Socially Responsive Fund
o International Large Cap Fund
o All Cap Growth Fund
o Neuberger Berman Equity-Income Fund
o Neuberger Berman Premier Research Fund
o Neuberger Berman Premier Convergence Fund
o Neuberger Berman Premier Dividend Fund
o Neuberger Berman Premier Energy Fund
Neuberger Berman Income Funds, a series fund consisting of:
o Lehman Brothers Core Bond Fund
o Neuberger Berman Cash Reserves Fund
o Neuberger Berman Government Money Fund
o Neuberger Berman High Income Bond Fund
o Neuberger Berman Limited Maturity Bond Fund
o Neuberger Berman Municipal Money Fund
o Neuberger Berman Municipal Securities Fund
o Neuberger Berman National Municipal Money Fund
o Neuberger Berman New York Municipal Money Fund
o Neuberger Berman Strategic Income Fund
o Neuberger Berman Tax-Free Money Fund
Neuberger Berman Institutional Liquidity Series, a series fund
consisting of:
o Neuberger Berman Institutional Cash Fund
o Neuberger Berman Prime Money Fund
Neuberger Berman California Intermediate Municipal Fund
Neuberger Berman Dividend Advantage Fund, Inc.
Neuberger Berman Income Opportunity Fund Inc.
Neuberger Berman Intermediate Municipal Fund, Inc.
Neuberger Berman New York Intermediate Municipal Fund, Inc.
3
Neuberger Berman Real Estate Income Fund Inc.
Neuberger Berman Real Estate Securities Income Fund Inc.
Neuberger Berman Realty Income Fund Inc.
Lehman Brothers Reserve Liquidity Funds, a series fund consisting of:
o Lehman Brothers Reserve Liquidity Fund
o Lehman Brothers Prime Reserve Money Fund
o Lehman Brothers U.S. Treasury Reserve Fund
Lehman Brothers Institutional Liquidity Funds, a series fund
consisting of:
o Money Market Portfolio
o Prime Portfolio
o Treasury Portfolio
o Treasury Reserves Portfolio
o Government Portfolio
o Government reserves Portfolio
o Municipal Portfolio
o Tax-Exempt Portfolio
o New York Municipal Master Series
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN1.0-00 (1/02)
4
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 2
--------------------------------------------------------------------------------
INSURED BOND NUMBER
NEUBERGER BERMAN MANAGEMENT INC. 87164106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
DECEMBER 31, 2006 DECEMBER 31, 2006 TO DECEMBER 31, 2007 /S/ CATHERINE DALTON
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that this Bond (other than Insuring Agreements C and D) does not
cover loss resulting from or in connection with any business, activities, acts
or omissions of (including services rendered by) any Insured which is NOT an
Insured Fund ("Non-Fund") or any Employee of a Non-Fund, EXCEPT loss, otherwise
covered by the terms of this Bond, resulting from or in connection with
(1) services rendered by a Non-Fund to an Insured Fund, or to
shareholders of such Fund in connection with the issuance,
transfer, or redemption of their Fund shares; or
(2) Investment Advisory Services rendered by Neuberger Berman
Management Inc. ("Entity") to an investment advisory client of the
Entity; or
(3) Personal Financial Planning Services by Neuberger Berman Fund
Advisory Service to any of its clients who are individuals,
(4) in the case of a Non-Fund substantially all of whose business is
rendering the services described in (1) or (2) above, the general
business, activities or operations of such Non-Fund, EXCLUDING (a)
the rendering of services (other than those described in (1) or (2)
above) to any person, or (b) the sale of goods or property of any
kind.
It is further understood and agreed that with respect to any Non-Fund, Insuring
Agreements C and D only cover loss of Property which a Non-Fund uses or holds,
or in which a Non-Fund has an interest, in each case wholly or partially in
connection with the rendering of services described in (1), (2) or (3) above.
As used herein, "Investment Advisory Services" means (a) advice with respect to
the desirability of investing in, purchasing or selling securities or other
property, including the power to determine what securities or other property
shall be purchased or sold, but NOT including furnishing ONLY statistical and
other factual information (such as economic factors and trends); and (b) the
provision of financial, economic or investment management services, but only if
ancillary and related to the advice referred to in clause (a) above.
5
It is further understood and agreed that as used herein, "Personal Financial
Planning Services" means the personal financial planning services that are
specifically described in the Application, but not including solely Investment
Advisory Services.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN3.4-00 (1/02)
6
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 3
--------------------------------------------------------------------------------
INSURED BOND NUMBER
NEUBERGER BERMAN MANAGEMENT INC. 87164106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
DECEMBER 31, 2006 DECEMBER 31, 2006 TO DECEMBER 31, 2007 /S/ CATHERINE DALTON
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that notwithstanding anything to the contrary in this Bond, this Bond
shall not cover loss resulting from or in connection with the discretionary
voting by any Insured of securities owned or held by any client of such Insured,
where such securities are issued by (1) such Insured, or (2) any entity
controlling, controlled by, or under common control with such Insured,
("Affiliated Entity"), or (3) any Fund to which such Insured or any Affiliated
Entity provides any services.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN12.0-01 (1/02)
7
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 4
--------------------------------------------------------------------------------
INSURED BOND NUMBER
NEUBERGER BERMAN MANAGEMENT INC. 87164106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
DECEMBER 31, 2006 DECEMBER 31, 2006 TO DECEMBER 31, 2007 /S/ CATHERINE DALTON
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that the exclusion set forth at Section 2.M of this Bond shall not
apply with respect to loss resulting from the Dishonest or Fraudulent Acts,
Theft, or other acts or omissions of an Employee in connection with offers or
sales of securities issued by an Insured Fund if such Employee (a) is an
employee of that Fund or of its investment adviser, principal underwriter, or
affiliated transfer agent, and (b) is communicating with purchasers of such
securities only in person in an office of an Insured or by telephone or in
writing, and (c) does not receive commissions on such sales; PROVIDED, that such
Dishonest or Fraudulent Acts, Theft, or other acts or omissions do not involve,
and such loss does not arise from, a statement or representation which is not
(1) contained in a currently effective prospectus or Statement of Additional
Information regarding such securities, which has been filed with the Securities
and Exchange Commission, or (2) made as part of a scripted response to a
question regarding that Fund or such securities, if the script has been filed
with, and not objected to by, the National Association of Securities Dealers,
Inc., and if the entire scripted response has been read to the caller, and if
any response concerning the performance of such securities is not outdated.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RNV26.0-00 (9/02)
8
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 5
--------------------------------------------------------------------------------
INSURED BOND NUMBER
NEUBERGER BERMAN MANAGEMENT INC. 87164106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
DECEMBER 31, 2006 DECEMBER 31, 2006 TO DECEMBER 31, 2007 /S/ CATHERINE DALTON
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that the Deductible Amount for Insuring Agreement E, Forgery or
Alteration, and Insuring Agreement F, Securities, shall not apply with respect
to loss through Forgery of a signature on the following documents:
(1) letter requesting redemption of $50,000 or less payable by
check to the shareholder of record and addressed to the
address of record; or,
(2) letter requesting redemption of $50,000 or less by wire
transfer to the record shareholder's bank account of record;
or
(3) written request to a trustee or custodian for a Designated
Retirement Account ("DRA") which holds shares of an Insured
Fund, where such request (a) purports to be from or at the
instruction of the Owner of such DRA, and (b) directs such
trustee or custodian to transfer $50,000 or less from such DRA
to a trustee or custodian for another DRA established for the
benefit of such Owner;
PROVIDED, that the Limit of Liability for a Single Loss as described above shall
be $50,000 and that the Insured shall bear 20% of each such loss. This Rider
shall not apply in the case of any such Single Loss which exceeds $50,000; in
such case the Deductible Amounts and Limits of Liability set forth in Item 3 of
the Declarations shall control.
For purposes of this Rider:
(A) "Designated Retirement Account" means any retirement plan or
account described or qualified under the Internal Revenue Code
of 1986, as amended, or a subaccount thereof.
(B) "Owner" means the individual for whose benefit the DRA, or a
subaccount thereof, is established.
9
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN27.0-02 (1/02)
10
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 6
--------------------------------------------------------------------------------
INSURED BOND NUMBER
NEUBERGER BERMAN MANAGEMENT INC. 87164106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
DECEMBER 31, 2006 DECEMBER 31, 2006 TO DECEMBER 31, 2007 /S/ CATHERINE DALTON
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that this Bond does not cover any loss resulting from or in
connection with the acceptance of any Third Party Check, unless
(1) such Third Party Check is used to open or increase an account which
is registered in the name of one or more of the payees on such
Third Party Check, and
(2) reasonable efforts are made by the Insured, or by the entity
receiving Third Party Checks on behalf of the Insured, to verify
all endorsements on all Third Party Checks made payable in amounts
greater than $100,000 (provided, however, that the isolated failure
to make such efforts in a particular instance will not preclude
coverage, subject to the exclusions herein and in the Bond),
and then only to the extent such loss is otherwise covered under this Bond.
For purposes of this Rider, "Third Party Check" means a check made payable to
one or more parties and offered as payment to one or more other parties.
It is further understood and agreed that notwithstanding anything to the
contrary above or elsewhere in the Bond, this Bond does not cover any loss
resulting from or in connection with the acceptance of a Third Party Check
where:
(1) any payee on such Third Party Check reasonably appears to be a
corporation or other entity; or
(2) such Third Party Check is made payable in an amount greater than
$100,000 and does not include the purported endorsements of all
payees on such Third Party Check.
It is further understood and agreed that this Rider shall not apply with respect
to any coverage that may be available under Insuring Agreement A, "Fidelity."
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN30.0-01 (1/02)
11
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 7
--------------------------------------------------------------------------------
INSURED BOND NUMBER
NEUBERGER BERMAN MANAGEMENT INC. 87164106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
DECEMBER 31, 2006 DECEMBER 31, 2006 TO DECEMBER 31, 2007 /S/ CATHERINE DALTON
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that, notwithstanding anything to the contrary in General Agreement A
of this Bond, Item 1 of the Declarations shall include any Newly Created
Investment Company or portfolio provided that the Insured shall submit to the
Underwriter within fifteen (15) days after the end of each calendar quarter, a
list of all Newly Created Investment Companies or portfolios, the estimated
annual assets of each Newly Created Investment Company or portfolio, and copies
of any prospectuses and statements of additional information relating to such
Newly Created Investment Companies or portfolios, unless said prospectuses and
statements of additional information have been previously submitted. Following
the end of a calendar quarter, any Newly Created Investment Company or portfolio
created within the preceding calendar quarter will continue to be an Insured
only if the Underwriter is notified as set forth in this paragraph, the
information required herein is provided to the Underwriter, and the Underwriter
acknowledges the addition of such Newly Created Investment Company or portfolio
to the Bond by a Rider to this Bond.
For purposes of this Rider, Newly Created Investment Company or portfolio shall
mean any Investment Company or portfolio for which registration with the SEC has
been declared effective for a time period of less than one calendar quarter.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN33.0-00 (1/02)
12
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 8
--------------------------------------------------------------------------------
INSURED BOND NUMBER
NEUBERGER BERMAN MANAGEMENT INC. 87164106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
DECEMBER 31, 2006 DECEMBER 31, 2006 TO DECEMBER 31, 2007 /S/ CATHERINE DALTON
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In consideration for the premium charged for this Bond, it is hereby understood
and agreed that notwithstanding anything to the contrary in this Bond (including
Insuring Agreement I), this Bond does not cover any loss resulting from any On-
Line Redemption(s) or On-Line Purchase(s) involving an aggregate amount in
excess of $250,000 per shareholder account per day, unless before such
redemption(s) or purchase(s), in a procedure initiated by the Insured or by the
entity receiving the request for such On-Line Redemption(s) or On-Line
Purchase(s):
(a) (i) the Shareholder of Record verifies, by some method other than
an Electronic Transmission effected by computer-to-computer over
the Internet or utilizing modem or similar connections, that each
such redemption or purchase has been authorized, and (ii) if such
redemption or purchase is to be effected by wire to or from a
particular bank account, a duly authorized employee of the bank
verifies the account number to or from which funds are being
transferred, and that the name on the account is the same as the
name of the intended recipient of the proceeds.
It is further understood and agreed that, notwithstanding the Limit of Liability
set forth herein or any other provision of this Bond, the Limit of Liability
with respect to any Single Loss caused by an On-Line Transaction shall be Ten
Million Dollars ($10,000,000) and the On-Line Deductible with respect to
Insuring Agreement I is Fifty Thousand Dollars ($50,000).
It is further understood and agreed that notwithstanding Section 8, Non-
Reduction and Non-Accumulation of Liability and Total Liability, or any other
provision of this Bond, the Aggregate Limit of Liability of the Underwriter
under this Bond with respect to any and all loss or losses caused by On-Line
Transactions shall be an aggregate of Ten Million Dollars ($10,000,000) for the
Bond Period, irrespective of the total amount of such loss or losses.
For purposes of this Rider, the following terms shall have the following
meanings:
"On-Line Purchase" means any purchase of shares issued by an Investment Company,
which purchase is requested by computer-to-computer transmissions over the
Internet (including any connected or associated intranet or extranet) or
utilizing modem or similar connections.
13
"On-Line Redemption" means any redemption of shares issued by an Investment
Company, which redemption is requested by computer-to computer transmissions
over the Internet (including any connected or associated intranet or extranet)
or utilizing modem or similar connections.
"On-Line Transaction" means any Phone/Electronic Transaction requested by
computer-to-computer transmissions over the Internet (including any connected or
associated intranet or extranet) or utilizing modem or similar connections.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN38.0-02(8/02)
14
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 9
--------------------------------------------------------------------------------
INSURED BOND NUMBER
NEUBERGER BERMAN MANAGEMENT INC. 87164106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
DECEMBER 31, 2006 DECEMBER 31, 2006 TO DECEMBER 31, 2007 /S/ CATHERINE DALTON
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In consideration for the premium charged for this Bond, it is hereby understood
and agreed that, with respect to Insuring Agreement I only, the Deductible
Amount set forth in Item 3 of the Declarations ("Phone/Electronic Deductible")
shall not apply with respect to a Single Loss, otherwise covered by Insuring
Agreement I, caused by:
(1) a Phone/Electronic Redemption requested to be paid or made payable by
check to the Shareholder of Record at the address of record; or
(2) a Phone/Electronic Redemption requested to be paid or made payable by
wire transfer to the Shareholder of Record's bank account of record,
PROVIDED, that the Limit of Liability for a Single Loss as described in (1) or
(2) above shall be the lesser of 80% of such loss or $40,000 and that the
Insured shall bear the remainder of each such Loss. This Rider shall not apply
if the application of the Phone/Electronic Deductible to the Single Loss would
result in coverage of greater than $40,000 or more; in such case the Phone-
initiated Deductible and Limit of Liability set forth in Item 3 of the
Declarations shall control.
For purposes of this Rider, "Phone/Electronic Redemption" means any redemption
of shares issued by an Investment Company, which redemption is requested (a) by
voice over the telephone, (b) through an automated telephone tone or voice
response system, (c) by Telefacsimile, or (d) by transmission over the Internet
(including any connected or associated intranet or extranet) or utilizing modem
or similar connections.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN39.0-02 (8/02)
15
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 10
--------------------------------------------------------------------------------
INSURED BOND NUMBER
NEUBERGER BERMAN MANAGEMENT INC. 87164106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
DECEMBER 31, 2006 DECEMBER 31, 2006 TO DECEMBER 31, 2007 /S/ CATHERINE DALTON
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that notwithstanding anything to the contrary in this Bond (including
Insuring Agreement I), this Bond does not cover loss caused by a
Phone/Electronic Transaction requested:
o by wireless device transmissions over the Internet (including any
connected or associated intranet or extranet),
except insofar as such loss is covered under Insuring Agreement A "Fidelity" of
this Bond.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN48.0-00 (1/02)
16
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 11
--------------------------------------------------------------------------------
INSURED BOND NUMBER
NEUBERGER BERMAN MANAGEMENT INC. 87164106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
DECEMBER 31, 2006 DECEMBER 31, 2006 TO DECEMBER 31, 2007 /S/ CATHERINE DALTON
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that Section 1.I. Definition of Employee is amended to include
"(10) each individual assigned temporarily by an Insured to perform the usual
duties of an employee in any office of the Insured provided that such an
individual has successfully completed a background check consisting of
all of the following:
(a) contacting previous employers,
(b) contacting personal references, and
(c) utilizing private investigation agency"
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RM36.0-00 (8/98)
17
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 12
--------------------------------------------------------------------------------
INSURED BOND NUMBER
NEUBERGER BERMAN MANAGEMENT INC. 87164106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
DECEMBER 31, 2006 DECEMBER 31, 2006 TO DECEMBER 31, 2007 /S/ CATHERINE DALTON
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Most property and casualty insurers, including ICI Mutual Insurance Company
("ICI Mutual"), are subject to the requirements of the Terrorism Risk Insurance
Act of 2002 (the "Act"). The Act establishes a Federal insurance backstop under
which ICI Mutual and these other insurers will be partially reimbursed for
future "INSURED LOSSES" resulting from certified "ACTS OF TERRORISM." (Each of
these BOLDED TERMS is defined by the Act.) The Act also places certain
disclosure and other obligations on ICI Mutual and these other insurers.
Pursuant to the Act, any future losses to ICI Mutual caused by certified "ACTS
OF TERRORISM" will be partially reimbursed by the United States government under
a formula established by the Act. Under this formula, the United States
government will reimburse ICI Mutual for 90% of ICI Mutual's "INSURED LOSSES" in
excess of a statutorily established deductible until total insured losses of all
participating insurers reach $100 billion. If total "insured losses" of all
property and casualty insurers reach $100 billion during any applicable period,
the Act provides that the insurers will not be liable under their policies for
their portions of such losses that exceed such amount. Amounts otherwise
payable under this bond may be reduced as a result.
This bond has no express exclusion for "ACTS OF TERRORISM." However, coverage
under this bond remains subject to all applicable terms, conditions and
limitations of the bond (including exclusions) that are permissible under the
Act. The portion of the premium that is attributable to any coverage potentially
available under the bond for "ACTS OF TERRORISM" is one percent (1%).
RN53.0-00 (3/03)
18
EXHIBIT B
AGREEMENT
---------
Agreement made as of December 19, 2006 by and among Neuberger Berman
Income Funds, Neuberger Berman Equity Funds, Neuberger Berman Advisers
Management Trust, Institutional Liquidity Trust, Lehman Brothers Institutional
Liquidity Series, Lehman Brothers Institutional Liquidity Funds, Lehman Brothers
Reserve Liquidity Series and Neuberger Berman Institutional Liquidity Series
(collectively, "Trusts"), on behalf on each of the series ("Series") as well as
certain closed end funds managed by Neuberger Berman Management Inc. ("Closed
End Funds) listed on Appendix A, as amended from time to time; the investment
adviser, investment manager, administrator and/or distributor of the Series,
Neuberger Berman Management Inc. ("NBMI") and Neuberger Berman, LLC ("NBLLC"),
and Lehman Brothers Asset Management, LLC ("LBAM") sub-advisers of the Series;
all of which are named insureds on a certain fidelity bond policy underwritten
by ICI Mutual Insurance Company covering certain acts relating to the Series
("Joint Fidelity Bond"):
WHEREAS, each Trust and Closed End Fund has registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an investment
company; and
WHEREAS, Rule 17g-1(f) under the 1940 Act requires that a registered
management investment company named as an insured on a joint fidelity bond enter
into a certain agreement with the other named insureds; and
WHEREAS, the Series, Closed End Funds, NBMI, NBLLC, and LBAM each will
benefit from their respective participations in the Joint Fidelity Bond in
compliance with this Rule:
NOW, THEREFORE, it is agreed as follows:
1. In the event any recovery under the Joint Fidelity Bond is received
as a result of a loss sustained by any Series or Closed End Fund and by one or
more other named insureds, then each Series sustaining such loss shall receive
an equitable and proportionate share of the recovery, said proportion to be
established by the ratio that its claim bears to the total amount claimed by all
participants, but at least equal to the amount which each such Series would have
received had it provided and maintained a single insured bond with the minimum
coverage required by Rule 17g-1(d)(1) under the 1940 Act.
2. This Agreement is made by the Trust, on behalf of each Series, and
the Closed End Funds, pursuant to authority granted by the Trustees, and the
obligations created hereby are not binding on any of the Trustees or holders of
beneficial interests of the Series or Closed End Fund individually, but bind
only the property of that Closed End Fund or Series and no other.
3. This Agreement may be executed in multiple counterparts.
Signed on behalf of the following entities:
NEUBERGER BERMAN INCOME FUNDS
NEUBERGER BERMAN EQUITY FUNDS
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
NEUBERGER BERMAN MANAGEMENT INC.
NEUBERGER BERMAN, LLC
LEHMAN BROTHERS ASSET MANAGEMENT, LLC
NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC.
NEUBERGER BERMAN CALIFORNIA INTERMEDIATE MUNICIPAL FUND INC.
NEUBERGER BERMAN DIVIDEND ADVANTAGE FUND INC.
NEUBERGER BERMAN NEW YORK INTERMEDIATE MUNICIPAL FUND INC.
NEUBERGER BERMAN INCOME OPPORTUNITY FUND INC.
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
NEUBERGER BERMAN REALTY INCOME FUND INC.
NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC.
LEHMAN BROTHERS FIRST TRUST INCOME OPPORTUNITY FUND
INSTITUTIONAL LIQUIDITY TRUST
LEHMAN BROTHERS INSTITUTIONAL LIQUIDITY SERIES
LEHMAN BROTHERS INSTITUTIONAL LIQUIDITY FUNDS
NEUBERGER BERMAN INSTITUTIONAL LIQUIDITY FUNDS
LEHMAN BROTHERS RESERVE LIQUIDITY SERIES
By: /s/ Robert Corti
------------------------------------
LEHMAN BROTHERS ASSET MANAGEMENT, LLC
By: /s/ Peter Sundman
------------------------------------
-20-
APPENDIX A
The Series currently subject to this Agreement are as follows:
NEUBERGER BERMAN INCOME FUNDS
Lehman Brothers Core Bond Fund
Lehman Brothers Municipal Money Fund
Lehman Brothers New York Municipal Money Fund
Neuberger Berman Cash Reserves
Neuberger Berman Government Money Fund
Neuberger Berman High Income Bond Fund
Neuberger Berman Limited Maturity Bond Fund
Neuberger Berman Municipal Securities Trust
Neuberger Berman Strategic Income Fund
National Municipal Money Fund
Tax-Free Money Fund
NEUBERGER BERMAN EQUITY FUNDS
Neuberger Berman All Cap Growth Fund
Neuberger Berman Century Fund
Neuberger Berman Equity Income Fund
Neuberger Berman Fasciano Fund
Neuberger Berman Focus Fund
Neuberger Berman Genesis Fund
Neuberger Berman Guardian Fund
Neuberger Berman International Fund
Neuberger Berman Institutional International Fund
Neuberger Berman International Large Cap Fund
Neuberger Berman Manhattan Fund
Neuberger Berman Millennium Fund
Neuberger Berman Partners Fund
Neuberger Berman Premier Analysts Fund
Neuberger Berman Premier Convergence Fund
Neuberger Berman Premier Dividend Fund
Neuberger Berman Premier Energy Fund
Neuberger Berman Real Estate Fund
Neuberger Berman Regency Fund
Neuberger Berman Socially Responsive Fund
-21-
APPENDIX A
(CONTINUED)
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Balanced Portfolio
Fasciano Portfolio
Growth Portfolio
Guardian Portfolio
High Income Bond Portfolio
International Large Cap Portfolio
International Portfolio
Limited Maturity Bond Portfolio
Mid-Cap Growth Portfolio
Partners Portfolio
Real Estate Portfolio
Regency Portfolio
Socially Responsive Portfolio
INSTITUTIONAL LIQUIDITY TRUST (MASTER)
Money Market Master Series
Prime Master Series
Treasury Reserve Master Series
Treasury Master Series
Government Master Series
Government Reserves Master Series
Tax-Exempt Master Series
New York Municipal Master Series
Municipal Master Series
LEHMAN BROTHERS INSTITUTIONAL LIQUIDITY FUNDS (FEEDER)
Money Market Portfolio
Prime Portfolio
Treasury Portfolio
Treasury Reserves Portfolio
Government Portfolio
Municipal Portfolio
Tax-Exempt Portfolio
New York Municipal Portfolio
Government Reserves Portfolio
-22-
LEHMAN BROTHERS INSTITUTIONAL LIQUIDITY SERIES (FEEDER)
Lehman Brothers Institutional Liquidity Fund
Lehman Brothers Prime Money Fund
Lehman Brothers U.S. Treasury Fund
NEUBERGER BERMAN INSTITUTIONAL LIQUIDITY SERIES (FEEDER)
Neuberger Berman Institutional Cash Fund
Neuberger Berman Prime Money Fund
LEHMAN BROTHERS RESERVE LIQUIDITY SERIES (FEEDER)
Lehman Brothers Reserve Liquidity Fund
Lehman Brothers Prime Reserve Money Fund
Lehman Brothers U.S. Treasury Reserve Fund
CLOSED END FUNDS MANAGED BY NEUBERGER BERMAN MANAGEMENT INC.
Neuberger Berman Intermediate Municipal Fund Inc.
Neuberger Berman California Intermediate Municipal Fund Inc.
Neuberger Berman New York Intermediate Municipal Fund Inc.
Neuberger Berman Income Opportunity Fund Inc.
Neuberger Berman Real Estate Income Fund Inc.
Neuberger Berman Realty Income Fund Inc.
Neuberger Berman Real Estate Securities Income Fund Inc.
Neuberger Berman Dividend Advantage Fund Inc.
Lehman Brothers First Trust Income Opportunity Fund
Amended as of December 19, 2006
-23-
EXHIBIT C
RESOLVED, the Board approves the amount, type, form and
coverage of the Bond, issued by ICI Mutual Insurance Company ("ICI
Mutual") and naming as insured parties the Fund, NB Management,
NB, and the other investment companies for which NB Management
serves as investment manager, administrator or distributor, in the
aggregate amount of at least 20 Million Dollars ($20,000,000),
with management having discretion to increase it to 25 Million
Dollars as management may deem necessary, for the period from
December 31, 2005 to December 31, 2006; and be it further
RESOLVED, having taken into account (i) the number of other
parties named as insureds under the Bond, (ii) the nature of the
business activities of such other insured parties, (iii) the
aggregate amount of the Bond, (iv) the total amount of premium
for the Bond, (v) the ratable allocation of the premium among all
the insured parties, and (vi) the extent to which the share of
the premium allocable to the Fund is less than the premium it
would have had to pay if it had provided and maintained a single
insured bond, the Board approves the method of allocating the
premium among the Fund and such other insured parties as presented
to the Board and the amount of the premium to be paid by the Fund,
and approves the action taken by the officers of the Fund in
arranging for the Bond and in paying such allocated premium on
behalf of the Fund; and be it further
RESOLVED, the proper officers of the Fund are authorized and
directed to execute and deliver an agreement among the Fund and
the other insured parties under the Bond setting forth the manner
of disposition of any recovery received under the Bond and the
manner of allocation of the premium for the Bond, in the form
presented to the Board and with such changes as such officers
shall, with the advice of counsel, deem appropriate, any such
determination to be conclusively evidenced by such execution and
delivery; and be it further
- 24 -
EXHIBIT D
(Amount of a Single Insured Bond which each Fund would have provided, had it not
been named as an Insured under the Joint Bond)
Neuberger Berman Advisers Management Trust $2,100,000
Neuberger Berman Income Funds $2,300,000
Neuberger Berman Equity Funds $2,500,000
Neuberger Berman Intermediate Municipal Fund Inc. $ 750,000
Neuberger Berman California Intermediate Municipal Fund Inc. $ 600,000
Neuberger Berman New York Intermediate Municipal Fund Inc. $ 750,000
Neuberger Berman Income Opportunity Fund Inc. $ 750,000
Neuberger Berman Real Estate Income Fund Inc. $ 600,000
Neuberger Berman Real Estate Securities Income Fund Inc. $1,000,000
Neuberger Berman Realty Income Fund Inc. $1,250,000
Neuberger Berman Dividend Advantage Fund Inc. $ 600,000
Lehman Brothers First Trust Income Opportunity Fund $ 750,000
Institutional Liquidity Trust (Master) $2,500,000
Lehman Brothers Institutional Liquidity
Series (Feeder) na
Neuberger Berman Institutional Liquidity Series (Feeder) na
Lehman Brothers Reserve Liquidity Series (Feeder) na
Lehman Brothers Institutional Liquidity
Funds (Feeder) na