0001140361-14-027988 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 9th, 2014 • Bank of America Corp /De/ • National commercial banks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), executed as of July 1, 2014, is made among (i) Neuberger Berman Intermediate Municipal Fund Inc., a Maryland corporation (the "Fund"), (ii) Banc of America Preferred Funding Corporation, a Delaware corporation, including its successors by merger or operation of law ("BAPFC"), and (iii) Blue Ridge Investments, L.L.C., a Delaware limited liability company, including its successors by merger or operation of law ("Blue Ridge" and together with BAPFC, collectively, the "Shareholders").

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VMTP Purchase Agreement Neuberger Berman Intermediate Municipal Fund Inc. as Issuer and Banc of America Preferred Funding Corporation as a Purchaser and Blue Ridge Investments, L.L.C. as a Purchaser July 1, 2014
Purchase Agreement • July 9th, 2014 • Bank of America Corp /De/ • National commercial banks • New York

VMTP PURCHASE AGREEMENT dated as of July 1, 2014 (the “Agreement”) among NEUBERGER BERMAN INTERMEDIATE MUNICIPAL FUND INC., a closed-end management investment company organized as a Maryland corporation, as issuer (the “Issuer”); BANC OF AMERICA PREFERRED FUNDING CORPORATION, a Delaware corporation, including its successors by merger or operation of law or transfer of the VMTP Shares (as hereinafter defined) (the “BoAPFC Purchaser” or a “Purchaser”); and BLUE RIDGE INVESTMENTS, L.L.C., a Delaware limited liability company, including its successors by merger or operation of law (the “Blue Ridge Purchaser” or a “Purchaser”), each as a purchaser of VMTP Shares hereunder (together, the “Purchasers”).

VOTING TRUST AGREEMENT
Voting Trust Agreement • July 9th, 2014 • Bank of America Corp /De/ • National commercial banks • New York

THIS VOTING TRUST AGREEMENT (this "Agreement") is made and entered into effective for all purposes and in all respects as of July 1, 2014 by and among Lord Securities Corporation, as trustee (the "Trustee" or any successor thereto), Banc of America Preferred Funding Corporation, a Delaware corporation, including its successors and assigns by operation of law ("PFC" or a "Purchaser"), Blue Ridge Investments, L.L.C., a Delaware limited liability company, including its successors and assigns by operation of law ("Blue Ridge" or a "Purchaser" and, together with PFC, the "Purchasers") and Institutional Shareholder Services Inc. (the "Voting Consultant" or any successor thereto).

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