SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Neuberger Berman Equity Series
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.: ___________
(3) Filing Party: ___________________________________________
(4) Date Filed: _____________________________________________
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NEUBERGER BERMAN SOCIALLY RESPONSIVE ASSETS
(A SERIES OF NEUBERGER BERMAN EQUITY SERIES)
August __, 1999
Dear Shareholder:
The attached proxy materials seek your approval to convert Neuberger
Berman Socially Responsive Assets (the "Fund"), a series of Neuberger Berman
Equity Series ("Equity Series"), to a series of Neuberger Berman Equity Assets
("Equity Assets"), and to ratify the appointment of PricewaterhouseCoopers LLP
as independent accountants of the Fund.
THE BOARD OF TRUSTEES OF EQUITY SERIES UNANIMOUSLY RECOMMENDS A VOTE FOR
BOTH PROPOSALS. The conversion of the Fund to a series of Equity Assets is part
of a proposed realignment of several Neuberger Berman funds that invest in
Neuberger Berman Socially Responsive Portfolio (collectively, the "Socially
Responsive Series"). The purpose of this realignment is to avoid confusion and
difficulty in the administration of the Socially Responsive Series. The attached
proxy materials provide more information about the proposed conversion.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. After reviewing
the attached materials, please complete, sign and date your proxy card and mail
it in the enclosed return envelope promptly. As an alternative to using the
paper proxy card to vote, you may vote by telephone, through the Internet or in
person. However, any proposal submitted to a vote at the meeting by anyone other
than the officers or Trustees of Equity Series may be voted only in person or by
written proxy.
Very truly yours,
Lawrence Zicklin
President
Neuberger Berman Equity Series
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NEUBERGER BERMAN SOCIALLY RESPONSIVE ASSETS
(A SERIES OF NEUBERGER BERMAN EQUITY SERIES)
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 15, 1999
Dear Shareholder:
A special meeting of the shareholders of Neuberger Berman Socially
Responsive Assets ("Fund"), a series of Neuberger Berman Equity Series ("Equity
Series"), will be held on October 15, 1999, at 10:00 a.m., Eastern time, at the
offices of Neuberger Berman, LLC, 605 Third Avenue, New York, NY 10158-3698 for
the following purposes:
1) To approve an Agreement and Plan of Realignment and Termination
providing for the conversion of the Fund from a series of Neuberger
Berman Equity Series to a separate series of Neuberger Berman Equity
Assets;
2) To ratify the selection of PricewaterhouseCoopers LLP as the
independent accountants for the Fund; and
3) To consider and vote upon such other matters as may properly come
before the meeting or any adjournments thereof.
You are entitled to vote at the meeting and any adjournment thereof if you owned
shares of the Fund at the close of business on August 2, 1999. IF YOU ATTEND THE
MEETING, YOU MAY VOTE YOUR SHARES IN PERSON. IF YOU DO NOT EXPECT TO ATTEND THE
MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY ALSO VOTE BY TELEPHONE OR THROUGH THE
INTERNET. However, any proposal submitted to a vote at the meeting by anyone
other than the officers or Trustees of Equity Series may be voted only in person
or by written proxy.
By order of the Board of Trustees,
Claudia A. Brandon
Secretary
August ___, 1999
New York, NY
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YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed proxy card, sign
and date the card, and return it in the envelope provided. IF YOU SIGN, DATE AND
RETURN THE PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED
"FOR" THE PROPOSALS DESCRIBED ABOVE. In order to avoid the additional expense of
further solicitation, we ask your cooperation in mailing your proxy card(s)
promptly. As an alternative to using the paper proxy card(s) to vote, you may
vote by telephone, through the Internet or in person. To vote by telephone,
please call the toll-free number listed on the enclosed proxy card(s). Shares
that are registered in your name, as well as shares held in "street name"
through a broker may be voted via the Internet or by telephone. To vote in this
manner, you will need the 12-digit "control" number(s) that appear on your proxy
card(s). To vote via the Internet, please access http:www.proxyvote.com. If we
do not receive your completed proxy card(s) after several weeks, you may be
contacted by Neuberger Berman Management Inc., the Fund's investment manager.
You may also call [ADP Investor Communications Services] directly at
[1-800-690-6903], and vote by phone. However, any proposal submitted to a vote
at the meeting by anyone other than the officers or Trustees of Equity Series
may be voted only in person or by written proxy.
Unless proxy card(s) submitted by corporations and partnerships are signed by
the appropriate persons as indicated in the voting instructions on the proxy
card, they will not be voted.
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NEUBERGER BERMAN SOCIALLY RESPONSIVE ASSETS
(A SERIES OF NEUBERGER BERMAN EQUITY SERIES)
605 THIRD AVENUE
NEW YORK, NY 10158-0180
(212) 476-8800
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 15, 1999
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VOTING INFORMATION
This Proxy Statement is being furnished to the shareholders of Neuberger
Berman Socially Responsive Assets ("Fund"), a series of Neuberger Berman Equity
Series ("Equity Series"). The Board of Trustees of Equity Series (the "Board")
is soliciting proxies for use at a special meeting of shareholders to be held on
October 15, 1999 (the "Meeting"), and at any adjournment of the Meeting. This
Proxy Statement is first being mailed to Fund shareholders on or about August
___, 1999.
One-third of the Fund's shares outstanding and entitled to vote on August
2, 1999 ("Record Date"), represented in person or by proxy, shall constitute a
quorum and must be present for the transaction of business at the Meeting. If a
quorum is not present at the Meeting, or a quorum is present but sufficient
votes to approve one or more of the proposals set forth in this Proxy Statement
are not received, or for any other reason, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of a majority
of those shares represented at the Meeting in person or by proxy. The persons
named as proxies will vote those proxies that they are entitled to vote FOR a
proposal in favor of such an adjournment and will vote those proxies required to
be voted AGAINST a proposal against such adjournment. A vote may be taken on one
of the proposals in this Proxy Statement prior to any such adjournment if
sufficient votes have been received with respect to such proposal and it is
otherwise appropriate.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your directions as indicated on that proxy card, if it is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you sign, date and return the proxy card, but give no
voting instructions, your shares will be voted in favor of each of the proposals
described in this proxy statement. Proxies that reflect abstentions and broker
non-votes as to which instructions have not been received from the persons
entitled to vote will be counted as shares that are present and entitled to vote
for purposes of determining the presence of a quorum. Abstentions and broker
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non-votes will not be counted, however, as votes cast for purposes of
determining whether sufficient votes have been received to approve a Proposal.
With respect to each Proposal, abstentions and broker non-votes have the effect
of a negative vote on the Proposal or any adjournment.
A proxy may be revoked at any time prior to its exercise by attending the
Meeting and voting the shares in person, or by submitting a letter of revocation
or a later-dated proxy to Equity Series. Any letter of revocation or later-dated
proxy must be received by the Trust prior to the Meeting. Proxies voted by
telephone or through the Internet may be revoked at any time before they are
voted at the meeting in the same manner that proxies voted by mail may be
revoked.
As of the Record Date, the Fund had _______ shares of beneficial interest
outstanding. The solicitation of proxies, the cost of which will be borne half
by Neuberger Berman Management Inc. ("NBMI"), the Fund's investment manager and
administrator, and half by the Fund, will be made primarily by mail but also may
be made by telephone, electronic transmission, or personal meetings with
officers or employees of NBMI, an affiliate of NBMI, or other representatives of
the Fund, none of whom will receive any compensation for these activities from
the Fund. Proxy solicitations may also be made by [ADP Investor Communication
Services], professional proxy solicitors, which will be paid fees and expenses
of up to approximately $______ for soliciting services. If votes are recorded by
telephone, [ADP Investor Communication Services] will use procedures designed to
authenticate shareholders' identities, to allow shareholders to authorize the
voting of their shares in accordance with their instructions, and to confirm
that a shareholder's instructions have been properly recorded.
PLEASE NOTE THAT WHILE PROXIES MAY BE VOTED BY TELEPHONE OR THROUGH THE
INTERNET WITH RESPECT TO PROPOSALS 1 AND 2, ANY PROPOSAL SUBMITTED TO A VOTE AT
THE MEETING BY ANYONE OTHER THAN THE OFFICERS OR TRUSTEES OF EQUITY SERIES MAY
BE VOTED ONLY IN PERSON OR BY WRITTEN PROXY.
As of August 2, 1999, the following number of shares were outstanding with
respect to the Fund, and the shares of the Fund over which NBMI or its
affiliates, including Neuberger Berman, LLC, exercised voting control were as
follows:
NUMBER OF SHARES SHARES FOR WHICH NBMI AND ITS
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OUTSTANDING AFFILIATES EXERCISE VOTING CONTROL*
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_________________ ______________ shares or __% of the
outstanding shares
* Certain of these shares are held by NBMI and its affiliates in various
fiduciary capacities. For those shares over which NBMI and affiliated entities
have voting control, an independent fiduciary has been retained to vote the
shares in the best interest of the beneficial owners of those shares.
In addition, to Equity Series' knowledge, as of [THE MOST RECENT
PRACTICABLE DATE], the following are all of the beneficial owners of more than
five percent of the Fund:
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NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF THE FUND
BENEFICIAL OWNER BENEFICIAL OWNERSHIP* OWNED
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[Reflect amounts as to which the beneficial owner has sole voting power, shared
voting power, sole investment power, or shared investment power]
[Trustees and officers of Equity Series own in the aggregate less than 1%
of the shares of the Fund.]
COPIES OF THE FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, INCLUDING
FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO SHAREHOLDERS.
SHAREHOLDERS MAY REQUEST COPIES OF THESE REPORTS, WITHOUT CHARGE, BY WRITING TO
NEUBERGER BERMAN MANAGEMENT INC., 605 THIRD AVENUE, NEW YORK, NY 10158-0180 OR
BY CALLING 800-366-6264.
REQUIRED VOTE. Approval of Proposal 1 requires the affirmative vote of a
"majority of the outstanding voting securities" of the Fund, as defined in the
Investment Company Act of 1940, as amended ("1940 Act"). This means that
Proposal 1 must be approved by the lesser of (i) 67% of the Fund's shares
present at a Meeting of shareholders if the owners of more than 50% of the
Fund's shares then outstanding are present in person or by proxy or (ii) more
than 50% of the Fund's outstanding shares. Approval of Proposal 2 requires the
affirmative vote of a majority of the votes present and voting at the Meeting,
provided a quorum is present. Each outstanding full share of the Fund is
entitled to one vote, and each outstanding fractional share thereof is entitled
to a proportionate fractional share of one vote. If either Proposal is not
approved by the requisite vote, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies.
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PROPOSAL 1 - APPROVAL OF AN AGREEMENT AND PLAN OF REALIGNMENT AND
TERMINATION ("REALIGNMENT PLAN") PROVIDING FOR THE REALIGNMENT OF THE FUND
FROM A SERIES OF EQUITY SERIES TO A SERIES OF NEUBERGER BERMAN EQUITY
ASSETS ("EQUITY ASSETS")
The Fund is presently organized as a series of Equity Series. The Board of
Equity Series has approved the Realignment Plan in the form attached to this
Proxy Statement as Appendix A. The Realignment Plan provides for the conversion
of the Fund from a series of Equity Series, a Delaware business trust, to a
newly established series (the "New Series") of Equity Assets, also a Delaware
business trust (the "Realignment"). FROM AN INVESTOR'S PERSPECTIVE, THE PROPOSED
CHANGE WILL HAVE NO MATERIAL EFFECT ON THE SHAREHOLDERS, OFFICERS, OPERATIONS OR
MANAGEMENT OF THE FUND. The Realignment will make administration of the Fund
easier.
3
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The Fund invests all of its net investable assets in Neuberger Berman
Socially Responsive Portfolio (the "Portfolio"), a series of Equity Managers
Trust, a New York common law trust organized as an open-end management
investment company. The Portfolio invests in securities in accordance with an
investment objective, policies, and limitations identical to those of the Fund.
NBMI serves as the investment manager and Neuberger Berman, LLC ("Neuberger
Berman") serves as sub-adviser to the Portfolio.
The New Series, which has not yet commenced business operations and will
be established for the purpose of effecting the Realignment, will carry on the
business of the Fund following the Realignment and will have investment
objectives, policies, and limitations identical to those of the Fund. Since both
Equity Series and Equity Assets are Delaware business trusts organized under
identical Trust Instruments, the rights of the security holders of the Fund
under state law and its governing documents remain unchanged after the
Realignment. Shareholder voting rights under both Equity Series and Equity
Assets are currently based on the number of shares owned. The same individuals
serve as trustees of both Equity Series and Equity Assets.
NBMI will be responsible for providing the New Series with various
administrative services, subject to the supervision of the Board of Trustees of
Equity Assets (the "Equity Assets Board"), under an Administration Agreement
substantially identical to the contract in effect between NBMI and Equity Series
immediately prior to the Realignment. Following the Realignment, NBMI will act
as distributor for the New Series without charge under a Distribution Agreement
substantially identical to the contract in effect between NBMI and Equity Series
immediately prior to the Realignment. NBMI will continue to act as investment
manager to the Portfolio pursuant to the existing agreement between NBMI and the
Portfolio.
The proposal to present the Realignment Plan was approved by the Board,
including a majority of its trustees who are not "interested persons," as that
term is defined in the 1940 Act ("Independent Trustees"), on July 29, 1999. The
Board recommends that shareholders vote FOR the approval of the Realignment
Plan. Such a vote encompasses approval of both (i) the conversion of the Fund to
a series of Equity Assets; and (ii) a temporary waiver of certain investment
limitations of the Fund to permit the Realignment (see "Temporary Waiver of
Investment Restrictions" below). If the Fund shareholders do not approve the
Realignment Plan set forth herein, the Fund will continue to operate as a series
of Equity Series.
REASONS FOR THE PROPOSED REALIGNMENT
The Board unanimously recommends conversion of the Fund to a series of
Equity Assets. Moving the Fund from Equity Series to Equity Assets will increase
the efficiency of Fund administration. For example, the Realignment will
consolidate and streamline the production and mailing of certain financial
reports and legal documents, reducing expense to the Fund. FROM AN INVESTOR'S
PERSPECTIVE, THE PROPOSED CHANGE WILL HAVE NO MATERIAL EFFECT ON THE
SHAREHOLDERS, OFFICERS, OPERATION OR MANAGEMENT OF THE FUND.
Most mutual funds today are organized as "series" within a larger trust or
corporation. Each series is operated in most respects as a separate mutual fund,
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with its own investment policies, portfolio managers, and shareholders. The
Fund, for example, is part of a trust called Neuberger Berman Equity Series.
Also involved in the proposed Realignment, besides the Fund, are two other
mutual funds that are series of different trusts, Neuberger Berman Socially
Responsive Trust and Neuberger Berman NYCDC Socially Responsive Trust
(collectively, with the Fund, the "Socially Responsive Series").
NBMI has established a number of trusts. Shares of the series of these
trusts are made available to different types of investors through different
programs. All of the series of a particular trust, except the Socially
Responsive Series, are organized and operated in a way that serves a particular
type of investment program. For historical reasons, which are no longer
significant, the Socially Responsive Series were placed in different trusts. The
Fund, for example, was placed in Equity Series, and is available through a
variety of pension plans, brokers and mutual fund "supermarkets." The Fund
should be moved to the trust whose series make their shares available through
the same intermediaries as the Fund, i.e., Equity Assets As the number of
Socially Responsive Series has grown, this misalignment has become
administratively cumbersome, resulting in extra Securities and Exchange
Commission filings, additional legal costs, and added potential for costly
errors.
For these reasons, both NBMI and the Boards of Trustees of the trusts
believe it is desirable to realign the Socially Responsive Series in the proper
trusts.
The realignment of the Socially Responsive Series can take place only if
all of the Socially Responsive Series take part. Thus, even if shareholders
approve the Fund's conversion to a series of Equity Assets, the Realignment will
only occur if the other two Socially Responsive Series approve a similar
realignment.
SUMMARY OF THE REALIGNMENT PLAN
The following discussion summarizes the important terms of the Realignment
Plan. This summary is qualified in its entirety by reference to the Realignment
Plan itself, which is attached as Appendix A to this Proxy Statement.
If this Proposal is approved by Fund shareholders, Equity Assets will
create the New Series. On November __, 1999 or such later date to which Equity
Series and Equity Assets agree (the "Closing Date"), the Fund will transfer all
of its assets to the New Series in exchange solely for shares of the New Series
("New Series Shares") equal to the number of the Fund shares outstanding on the
Closing Date ("Fund Shares") and the assumption by the New Series of all of the
liabilities of the Fund. Immediately thereafter, the Fund will constructively
distribute to each investor one New Series Share for each Fund Share held by the
shareholder on the Closing Date in liquidation of the Fund Shares. As soon as is
practicable after this distribution of New Series Shares, the Fund will be
terminated as a series of Equity Series. UPON COMPLETION OF THE REALIGNMENT,
EACH FUND INVESTOR WILL OWN FULL AND FRACTIONAL NEW SERIES SHARES EQUAL IN
NUMBER, DENOMINATION AND AGGREGATE NET ASSET VALUE TO THE FUND SHARES HELD
IMMEDIATELY BEFORE THE REALIGNMENT.
5
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The Fund currently has a 12b-1 Plan, which authorizes the Fund to pay up
to 25 bps in support of distribution-related activities. The Fund also has an
Administration Agreement and a Distribution Agreement with NBMI. The Realignment
Plan obligates Equity Assets, on behalf of the New Series, to enter into (i) an
Administration Agreement with respect to the New Series (the "New Administration
Agreement"), (ii) a Distribution Agreement (the "New Distribution Agreement")
with respect to the New Series, (collectively, the "New Agreements") and (iii) a
Plan of Distribution pursuant to Rule 12b-1 ("New 12b-1 Plan"). Each New
Agreement and the New 12b-1 Plan will be virtually identical to the
corresponding contract or plan in effect with respect to Equity Series prior to
the Closing Date. The Administration Agreement must be approved by the Equity
Assets Board, including a majority of its Independent Trustees. Under the 1940
Act, the Distribution Agreement must be approved by a majority of the
Independent Trustees of Equity Assets cast in person at a meeting called for the
purpose of voting on such approval, or by a majority of the outstanding voting
securities. As required by Rule 12b-1, the Equity Assets Board has determined
that there is a reasonable likelihood that adoption of the New 12b-1 Plan will
benefit the Fund and its shareholders. Approval of the Realignment Plan
authorizes NBMI (which will be issued a single share of the New Fund on a
temporary basis) to approve the New 12b-1 Plan with respect to the New Fund as
its sole initial shareholder.
The New Agreements will take effect on the Closing Date, and each will
continue in effect until [August 2, 2000]. Thereafter, the New Administration
Agreement will continue in effect only if its continuance is approved at least
annually by the vote or written consent of the Equity Assets Board, including a
majority of its Independent Trustees. The New Distribution Agreement will
continue in effect only if approved annually (i) by the vote of a majority of
Equity Series' Independent Trustees cast in person at a meeting called for the
purpose of voting on such approval or (ii) by the vote of a majority of trustees
or a majority of the outstanding voting shares of the New Series, and may be
terminated at any time without penalty by a vote of a majority of Equity Assets'
Independent Trustees or a majority of the outstanding voting shares of the New
Series. The New 12b-1 Plan will continue for successive periods of one year from
its execution for so long as continuance of that Plan together with any related
agreements is specifically approved with respect to the Fund at least annually,
by votes of a majority of both (i) the Equity Assets Board and (ii) the Equity
Assets' Independent Trustees, and who have no direct or indirect financial
interest in the operation of the Plan or any agreements related to it ("12b-1
Trustees"), cast in person at a meeting called for the purpose of voting on the
New 12b-1 Plan and such related agreements; and only if the Trustees who approve
the continuation have determined that there is a reasonable likelihood that the
Plan will benefit the company and its shareholders. The New 12b-1 Plan may be
terminated at any time by vote of a majority of the 12b-1 Trustees or by a vote
of a majority of the outstanding voting securities of the Fund.
The obligations of Equity Series and Equity Assets under the Realignment
Plan are subject to various conditions as stated therein. Notwithstanding the
approval of the Realignment Plan by Fund shareholders, it may be terminated or
amended at any time prior to the Realignment by action of either the Equity
Series or Equity Assets Board (so long as the amendment, if made after approval
of the Realignment Plan, does not materially adversely affect the Fund's
shareholders' interests) and may be terminated prior thereto by either Equity
Series or Equity Assets if (i) there is a material breach by the other party of
any representation, warranty, or agreement contained in the Realignment Plan to
be performed at or prior to the Closing Date or (ii) it reasonably appears that
the other party will not or cannot meet a condition of the Realignment Plan.
Either Equity Series or Equity Assets may at any time waive compliance with any
6
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of the covenants and conditions contained in the Realignment Plan, provided that
the waiver does not materially adversely affect the interests of Fund
shareholders.
CONTINUATION OF FUND SHAREHOLDER ACCOUNTS
Equity Assets' transfer agent will establish accounts for the New Series
shareholders containing the appropriate number of New Series Shares to be
received by each holder of Fund Shares under the Realignment Plan. Such accounts
will be identical in all material respects to the accounts currently maintained
by the Funds' transfer agent for the Fund's shareholders.
EXPENSES
The expenses of the Realignment, estimated at $________ in the aggregate,
will be borne half by NBMI and half by the Fund and the New Series.
TEMPORARY WAIVER OF INVESTMENT RESTRICTIONS
Certain fundamental investment restrictions of the Fund, which prohibit it
from acquiring more than a stated percentage of ownership of another company,
might be construed as restricting its ability to carry out the Realignment.
"Fundamental" investment restrictions can be changed only with shareholder
approval. By approving the Realignment Plan, Fund shareholders will be agreeing
to waive, only for the purpose of the Realignment, those fundamental investment
restrictions that could prohibit or otherwise impede the transaction.
TAX CONSEQUENCES OF THE REALIGNMENT
Both Equity Series and Equity Assets will receive an opinion from their
counsel, Kirkpatrick & Lockhart LLP, that the Realignment will constitute a
tax-free reorganization within the meaning of section 368(a)(1)(F) of the
Internal Revenue Code of 1986, as amended. Accordingly, neither the Fund, the
New Series nor the Fund's shareholders will recognize gain or loss for federal
income tax purposes upon (i) the transfer of the Fund's assets in exchange
solely for New Series Shares and the assumption by the New Series of the Fund's
liabilities or (ii) the distribution of the New Series Shares to the Fund's
shareholders in liquidation of their Fund Shares. The opinion will further
provide, among other things, that (1) a Fund shareholder's aggregate basis for
federal income tax purposes of the New Series Shares to be received by the
shareholder in the Realignment will be the same as the aggregate basis of Fund
Shares to be constructively surrendered in exchange for those New Series Shares
and (2) a Fund shareholder's holding period for the New Series Shares will
include the shareholder's holding period for the Fund Shares, provided that
those Fund Shares were held as capital assets at the time of Realignment.
CONCLUSION
The Board has concluded that the proposed Realignment Plan is in the best
interests of the Fund's shareholders. A vote in favor of the Realignment Plan
encompasses (i) approval of the conversion of the Fund to the New Series, and
(ii) approval of the temporary waiver of certain investment limitations of the
Fund to permit the Realignment (see "Temporary Waiver of Investment
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Restrictions" above). If approved, the Realignment Plan will take effect on the
Closing Date. If the Realignment Plan is not approved, the Fund will continue to
operate as a series of Equity Series.
REQUIRED VOTE. Approval of the Realignment Plan requires the affirmative
vote of a majority of the outstanding voting securities of the Fund, as defined
in the 1940 Act.
THE BOARD UNANIMOUSLY RECOMMENDS THAT FUND SHAREHOLDERS
VOTE "FOR" PROPOSAL 1.
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PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board, including all of its Independent Trustees, has selected
PricewaterhouseCoopers LLP to continue to serve as independent accountants of
the Fund, subject to ratification by the Fund's shareholders.
PricewaterhouseCoopers LLP has no direct financial interest or material indirect
financial interest in the Fund. Representatives of PricewaterhouseCoopers LLP
are not expected to attend the Meeting, but have been given the opportunity to
make a statement if they so desire, and will be available should any matter
arise requiring their presence.
The independent accountants examine annual financial statements for the
Fund and provide other audit and tax-related services. In recommending the
selection of PricewaterhouseCoopers LLP, the Board reviewed the nature and scope
of the services to be provided (including non-audit services) and whether the
performance of such services would affect the accountants' independence.
REQUIRED VOTE. Approval of Proposal 2 requires the affirmative vote of a
majority of the shares present and voting at the Meeting, provided that a quorum
is present.
THE BOARD UNANIMOUSLY RECOMMENDS THAT FUND SHAREHOLDERS
VOTE "FOR" PROPOSAL 2.
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8
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OTHER INFORMATION
INFORMATION ABOUT NBMI. NBMI, located at 605 Third Avenue, New York, New
York 10158, serves as the Fund's principal underwriter and administrator and as
investment manager to the Portfolio. NBMI manages the Portfolio in conjunction
with Neuberger Berman, LLC, as sub-adviser. Together, the firms manage more than
$57.0 billion in total assets (as of June 30, 1999) and continue an asset
management history that began in 1939.
OTHER MATTERS TO COME BEFORE THE MEETING. The Board does not intend to
present any other business at the Meeting, nor is it aware that any shareholder
intends to do so. If, however, any other matters are properly brought before the
Meeting, the persons named in the accompanying proxy card will vote on those
matters in accordance with their judgment.
SHAREHOLDER PROPOSALS. Equity Series and Equity Assets do not hold annual
shareholder meetings. Shareholders wishing to submit proposals for consideration
for inclusion in a proxy statement for a subsequent shareholder meeting should
send their written proposals to Equity Series (or Equity Assets, if the
Realignment is approved) at 605 Third Avenue, New York, New York 10158, such
that they will be received by Equity Series (or Equity Assets) a reasonable
period of time prior to any such meeting.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES.
Please advise Equity Series at 605 Third Avenue, New York, New York 10158,
whether other persons are beneficial owners of Fund shares for which proxies are
being solicited and, if so, the number of copies of this Proxy Statement needed
to supply copies to the beneficial owners of the respective shares.
By Order of the Board of Trustees,
Claudia A. Brandon
Secretary
August ___, 1999
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APPENDIX A
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AGREEMENT AND PLAN OF REALIGNMENT AND TERMINATION
-------------------------------------------------
This AGREEMENT AND PLAN OF REALIGNMENT AND TERMINATION ("Agreement") is
made as of _______ __, 1999, between Neuberger Berman Equity Series, a Delaware
business trust ("Equity Series"), on behalf of Neuberger Berman Socially
Responsive Assets, a segregated portfolio of assets ("series") thereof ("Old
Fund"), and Neuberger Berman Equity Assets, a Delaware business trust ("Equity
Assets"), on behalf of its Neuberger Berman Socially Responsive Assets series
("New Fund"). (Old Fund and New Fund are sometimes referred to herein
individually as a "Fund" and collectively as the "Funds"; and Equity Series and
Equity Assets are sometimes referred to herein individually as an "Investment
Company.") All agreements, representations, actions, and obligations described
herein made or to be taken or undertaken by either Fund are made and shall be
taken or undertaken by Equity Series on behalf of Old Fund and by Equity Assets
on behalf of New Fund.
Old Fund intends to change its form and identity -- by converting from a
series of one Delaware business trust to a series of another Delaware business
trust -- through a reorganization within the meaning of section 368(a)(1)(F) of
the Internal Revenue Code of 1986, as amended ("Code"). Old Fund desires to
accomplish such conversion by transferring all its assets to New Fund (which is
being established solely for the purpose of acquiring such assets and continuing
Old Fund's business) in exchange solely for voting shares of beneficial interest
in New Fund ("New Fund Shares") and New Fund's assumption of Old Fund's
liabilities, followed by the constructive distribution of the New Fund Shares
PRO RATA to the holders of shares of beneficial interest in Old Fund ("Old Fund
Shares") in exchange therefor, all on the terms and conditions set forth in this
Agreement (which is intended to be, and is adopted as, a "plan of
reorganization" within the meaning of the regulations under section 368 of the
Code ("Regulations")). All such transactions are referred to herein as the
"Reorganization."
In consideration of the mutual promises herein contained, the parties
agree as follows:
1. PLAN OF REALIGNMENT AND TERMINATION
1.1. Old Fund agrees to assign, sell, convey, transfer, and deliver all of
its assets described in paragraph 1.2 ("Assets") to New Fund. New Fund agrees in
exchange therefor --
(a) to issue and deliver to Old Fund the number of full and
fractional (rounded to the third decimal place) New Fund Shares equal to
the number of full and fractional Old Fund Shares then outstanding, and
(b) to assume all of Old Fund's liabilities described in paragraph
1.3 ("Liabilities").
Such transactions shall take place at the Closing (as defined in paragraph 2.1).
1.2. The Assets shall include, without limitation, all cash, cash
equivalents, securities, receivables (including interest and dividends
receivable), claims and rights of action, rights to register shares under
applicable securities laws, books and records, deferred and prepaid expenses
shown as assets on Old Fund's books, and other property owned by Old Fund at the
Effective Time (as defined in paragraph 2.1).
1.3. The Liabilities shall include all of Old Fund's liabilities, debts,
obligations, and duties of whatever kind or nature, whether absolute, accrued,
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contingent, or otherwise, whether or not determinable at the Effective Time, and
whether or not specifically referred to in this Agreement.
1.4. At the Effective Time (or as soon thereafter as is reasonably
practicable), Old Fund shall distribute the New Fund Shares it received pursuant
to paragraph 1.1 to its shareholders of record, determined as of the Effective
Time (each a "Shareholder" and collectively "Shareholders"), in constructive
exchange for their Old Fund Shares. Such distribution shall be accomplished by
Equity Assets' transfer agent's opening accounts on New Fund's share transfer
books in the Shareholders' names and transferring such New Fund Shares thereto.
Each Shareholder's account shall be credited with the respective PRO RATA number
of full and fractional (rounded to the third decimal place) New Fund Shares due
that Shareholder. All outstanding Old Fund Shares, including those represented
by certificates, shall simultaneously be canceled on Old Fund's share transfer
books. New Fund shall not issue certificates representing the New Fund Shares in
connection with the Reorganization.
1.5. As soon as reasonably practicable after distribution of the New Fund
Shares pursuant to paragraph 1.4, but in all events within six months after the
Effective Time, Old Fund shall be terminated as a series of Equity Series and
any further actions shall be taken in connection therewith as required by
applicable law.
1.6. Any reporting responsibility of Old Fund to a public authority is and
shall remain its responsibility up to and including the date on which it is
terminated.
1.7. Any transfer taxes payable on issuance of New Fund Shares in a name
other than that of the registered holder on Old Fund's books of the Old Fund
Shares constructively exchanged therefor shall be paid by the person to whom
such New Fund Shares are to be issued, as a condition of such transfer.
2. CLOSING AND EFFECTIVE TIME
2.1. The Reorganization, together with related acts necessary to
consummate the same ("Closing"), shall occur at the Funds' principal office on
[_______ __, 1999], or at such other place and/or on such other date as to which
the parties may agree. All acts taking place at the Closing shall be deemed to
take place simultaneously as of the close of business on the date thereof or at
such other time as to which the parties may agree ("Effective Time").
2.2. Equity Assets' fund accounting and pricing agent shall deliver at the
Closing a certificate of an authorized officer verifying that the information
(including adjusted basis and holding period, by lot) concerning the Assets,
including all portfolio securities, transferred by Old Fund to New Fund, as
reflected on New Fund's books immediately following the Closing, does or will
conform to such information on Old Fund's books immediately before the Closing.
Equity Series' custodian shall deliver at the Closing a certificate of an
authorized officer stating that (a) the Assets held by the custodian will be
transferred to New Fund at the Effective Time and (b) all necessary taxes in
conjunction with the delivery of the Assets, including all applicable federal
and state stock transfer stamps, if any, have been paid or provision for payment
has been made.
2.3. Equity Assets' transfer agent shall deliver at the Closing a
certificate as to the opening on New Fund's share transfer books of accounts in
the Shareholders' names. Equity Assets shall issue and deliver a confirmation to
Equity Series evidencing the New Fund Shares to be credited to Old Fund at the
Effective Time or provide evidence satisfactory to Equity Series that such New
Fund Shares have been credited to Old Fund's account on such books. At the
Closing, each party shall deliver to the other such bills of sale, checks,
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assignments, stock certificates, receipts, or other documents as the other party
or its counsel may reasonably request.
2.4. Each Investment Company shall deliver to the other at the Closing a
certificate executed in its name by its President or a Vice President in form
and substance satisfactory to the recipient and dated the Effective Time, to the
effect that the representations and warranties it made in this Agreement are
true and correct at the Effective Time except as they may be affected by the
transactions contemplated by this Agreement.
3. REPRESENTATIONS AND WARRANTIES 3.1. Old Fund represents and warrants as
follows:
3.1.1. Equity Series is a business trust duly organized, validly
existing, and in good standing under the laws of the State of Delaware;
and a copy of its Certificate of Trust has been duly filed in the office
of the Secretary of State thereof;
3.1.2. Equity Series is duly registered as an open-end management
investment company under the Investment Company Act of 1940, as amended
("1940 Act"), and such registration will be in full force and effect at
the Effective Time;
3.1.3. Old Fund is a duly established and designated series
of Equity Series;
3.1.4. At the Closing, Old Fund will have good and marketable title
to the Assets and full right, power, and authority to sell, assign,
transfer, and deliver the Assets free of any liens or other encumbrances;
and upon delivery and payment for the Assets, New Fund will acquire good
and marketable title thereto;
3.1.5. New Fund Shares are not being acquired for the
purpose of making any distribution thereof, other than in accordance
with the terms hereof;
3.1.6. Old Fund is a "fund" as defined in section 851(g)(2) of the
Code; it qualified for treatment as a regulated investment company under
Subchapter M of the Code ("RIC") for each past taxable year since it
commenced operations and will continue to meet all the requirements for
such qualification for its current taxable year (and the Assets will be
invested at all times through the Effective Time in a manner that ensures
compliance with the foregoing); and it has no earnings and profits
accumulated in any taxable year in which the provisions of Subchapter M
did not apply to it;
3.1.7. The Liabilities were incurred by Old Fund in the
ordinary course of its business and are associated with the Assets;
3.1.8. Old Fund is not under the jurisdiction of a court in a
proceeding under Title 11 of the United States Code or similar case within
the meaning of section 368(a)(3)(A) of the Code;
3.1.9. Not more than 25% of the value of Old Fund's total assets
(excluding cash, cash items, and U.S. government securities) is invested
in the stock and securities of any one issuer, and not more than 50% of
the value of such assets is invested in the stock and securities of five
or fewer issuers;
3.1.10. As of the Effective Time, Old Fund will not have outstanding
any warrants, options, convertible securities, or any other type of rights
pursuant to which any person could acquire Old Fund Shares; and
3.1.11. As of the Effective Time, the performance of this Agreement
shall have been duly authorized by all necessary action by Old Fund's
shareholders. 3.2. New Fund represents and warrants as follows:
3.2.1. Equity Assets is a business trust duly organized, validly
existing, and in good standing under the laws of the State of Delaware;
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and a copy of its Certificate of Trust has been duly filed in the office
of the Secretary of State thereof;
3.2.2. Equity Assets is duly registered as an open-end management
investment company under the 1940 Act, and such registration will be in
full force and effect at the Effective Time;
3.2.3. Before the Effective Time, New Fund will be a duly
established and designated series of Equity Assets;
3.2.4. New Fund has not commenced operations and will not do
so until after the Closing;
3.2.5. Before the Effective Time, there will be no issued and
outstanding shares in New Fund or any other securities issued by New Fund,
except as provided in paragraph 4.4;
3.2.6. No consideration other than New Fund Shares (and New Fund's
assumption of the Liabilities) will be issued in exchange for the Assets
in the Reorganization;
3.2.7. The New Fund Shares to be issued and delivered to Old Fund
hereunder will have been duly authorized at the Effective Time and, when
issued and delivered as provided herein, will be duly and validly issued
and outstanding shares of New Fund, fully paid and non-assessable;
3.2.8. New Fund will be a "fund" as defined in section 851(g)(2) of
the Code and will meet all the requirements to qualify for treatment as a
RIC for its taxable year in which the Reorganization occurs;
3.2.9. New Fund has no plan or intention to issue additional New
Fund Shares following the Reorganization except for shares issued in the
ordinary course of its business as a series of an open-end investment
company; nor does New Fund have any plan or intention to redeem or
otherwise reacquire any New Fund Shares issued to the Shareholders
pursuant to the Reorganization, except to the extent it is required by the
1940 Act to redeem any of its shares presented for redemption at net asset
value in the ordinary course of that business;
3.2.10. Following the Reorganization, New Fund (a) will continue Old
Fund's "historic business" (within the meaning of section 1.368-1(d)(2) of
the Regulations), (b) use a significant portion of Old Fund's historic
business assets (within the meaning of section 1.368-1(d)(3) of the
Regulations) in a business, (c) has no plan or intention to sell or
otherwise dispose of any of the Assets, except for dispositions made in
the ordinary course of that business and dispositions necessary to
maintain its status as a RIC, and (d) expects to retain substantially all
the Assets in the same form as it receives them in the Reorganization,
unless and until subsequent investment circumstances suggest the
desirability of change or it becomes necessary to make dispositions
thereof to maintain such status;
3.2.11. There is no plan or intention for New Fund to be dissolved
or merged into another business trust or a corporation or any "fund"
thereof (within the meaning of section 851(g)(2) of the Code) following
the Reorganization; and
3.2.12. Immediately after the Reorganization, (a) not more than 25%
of the value of New Fund's total assets (excluding cash, cash items, and
U.S. government securities) will be invested in the stock and securities
of any one issuer and (b) not more than 50% of the value of such assets
will be invested in the stock and securities of five or fewer issuers.
3.3. Each Fund represents and warrants as follows:
3.3.1. The fair market value of the New Fund Shares received by each
Shareholder will be approximately equal to the fair market value of the
Old Fund Shares constructively surrendered in exchange therefor;
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3.3.2. Its management --
(a) is unaware of any plan or intention of Shareholders to
redeem, sell, or otherwise dispose of (i) any portion of their Old
Fund Shares before the Reorganization to any person related (within
the meaning of section 1.368-1(e)(3) of the Regulations) to either
Fund or (ii) any portion of the New Fund Shares to be received by
them in the Reorganization to any person related (as so defined) to
New Fund and
(b) anticipates that (i) dispositions of those New Fund Shares
at the time of or soon after the Reorganization will not exceed the
usual rate and frequency of dispositions of shares of Old Fund as a
series of an open-end investment company, (ii) the percentage of
Shareholder interests, if any, that will be disposed of as a result
of or at the time of the Reorganization will be DE MINIMIS, and
(iii) there will not be extraordinary redemptions of New Fund Shares
immediately following the Reorganization; 3.3.3. The Shareholders
will pay their own expenses, if any, incurred in connection with the
Reorganization;
3.3.4. Immediately following consummation of the Reorganization, the
Shareholders will own all the New Fund Shares and will own such shares
solely by reason of their ownership of Old Fund Shares immediately before
the Reorganization;
3.3.5. Immediately following consummation of the Reorganization, New
Fund will hold the same assets -- except for assets distributed to
shareholders in the course of its business as a RIC and assets used to pay
expenses incurred in connection with the Reorganization -- and be subject
to the same liabilities that Old Fund held or was subject to immediately
prior to the Reorganization, plus any liabilities for expenses of the
parties incurred in connection with the Reorganization. Such excepted
assets, together with the amount of all redemptions and distributions
(other than regular, normal dividends) made by Old Fund immediately
preceding the Reorganization, will, in the aggregate, constitute less than
1% of its net assets;
3.3.6. There is no intercompany indebtedness between the
Funds that was issued or acquired, or will be settled, at a discount;
and
3.3.7. Neither Fund will be reimbursed for any expenses incurred by
it or on its behalf in connection with the Reorganization unless those
expenses are solely and directly related to the Reorganization (determined
in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1
C.B. 187) ("Reorganization Expenses").
4. CONDITIONS PRECEDENT
Each Fund's obligations hereunder shall be subject to (a) performance by
the other Fund of all its obligations to be performed hereunder at or before the
Effective Time, (b) all representations and warranties of the other Fund
contained herein being true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated
hereby, as of the Effective Time, with the same force and effect as if made at
and as of the Effective Time, and (c) the further conditions that, at or before
the Effective Time:
4.1. This Agreement and the transactions contemplated hereby shall have
been duly adopted and approved by each Investment Company's board of trustees
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<PAGE>
(each, a "board") and shall have been approved by Old Fund's shareholders in
accordance with applicable law;
4.2. All necessary filings shall have been made with the Securities and
Exchange Commission ("SEC") and state securities authorities, and no order or
directive shall have been received that any other or further action is required
to permit the parties to carry out the transactions contemplated hereby. All
consents, orders, and permits of federal, state, and local regulatory
authorities (including the SEC and state securities authorities) deemed
necessary by either Investment Company to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been obtained,
except where failure to obtain same would not involve a risk of a material
adverse effect on the assets or properties of either Fund, provided that either
Investment Company may for itself waive any of such conditions;
4.3. Each Investment Company shall have received an opinion of Kirkpatrick
& Lockhart LLP, addressed to and in form and substance satisfactory to it, as to
the federal income tax consequences mentioned below ("Tax Opinion"). In
rendering the Tax Opinion, such counsel may rely as to factual matters,
exclusively and without independent verification, on the representations made in
this Agreement (or in separate letters addressed to such counsel) and the
certificates delivered pursuant to paragraph 2.4. The Tax Opinion shall be
substantially to the effect that, based on the facts and assumptions stated
therein and conditioned on consummation of the Reorganization in accordance with
this Agreement, for federal income tax purposes:
4.3.1. New Fund's acquisition of the Assets in exchange solely for
New Fund Shares and New Fund's assumption of the Liabilities, followed by
Old Fund's distribution of those shares PRO RATA to the Shareholders
constructively in exchange for the Shareholders' Old Fund Shares, will
qualify as a reorganization within the meaning of section 368(a)(1)(F) of
the Code, and each Fund will be "a party to a reorganization" within the
meaning of section 368(b) of the Code;
4.3.2. Old Fund will recognize no gain or loss on the transfer of
the Assets to New Fund in exchange solely for New Fund Shares and New
Fund's assumption of the Liabilities or on the subsequent distribution of
those shares to the Shareholders in constructive exchange for their Old
Fund Shares;
4.3.3. New Fund will recognize no gain or loss on its
receipt of the Assets in exchange solely for New Fund Shares and its
assumption of the Liabilities;
4.3.4. New Fund's basis for the Assets will be the same as the basis
therefor in Old Fund's hands immediately before the Reorganization, and
New Fund's holding period for the Assets will include Old Fund's holding
period therefor;
4.3.5. A Shareholder will recognize no gain or loss on the
constructive exchange of all its Old Fund Shares solely for New Fund
Shares pursuant to the Reorganization;
4.3.6. A Shareholder's aggregate basis for the New Fund Shares to be
received by it in the Reorganization will be the same as the aggregate
basis for its Old Fund Shares to be constructively surrendered in exchange
for those New Fund Shares, and its holding period for those New Fund
Shares will include its holding period for those Old Fund Shares, provided
they are held as capital assets by the Shareholder at the Effective Time;
and
4.3.7. For purposes of section 381 of the Code, New Fund will be
treated as if there had been no Reorganization. Accordingly, the
Reorganization will not result in the termination of Old Fund's taxable
year, Old Fund's tax attributes enumerated in section 381(c) of the Code
will be taken into account by New Fund as if there had been no
Reorganization, and the part of Old Fund's taxable year before the
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Reorganization will be included in New Fund's taxable year after the
Reorganization.
Notwithstanding subparagraphs 4.3.2 and 4.3.4, the Tax Opinion may state that no
opinion is expressed as to the effect of the Reorganization on the Funds or any
Shareholder with respect to any Asset as to which any unrealized gain or loss is
required to be recognized for federal income tax purposes on the termination or
transfer thereof under a mark-to-market system of accounting;
4.4. Equity Assets (on behalf of and with respect to New Fund) shall have
entered into any agreements necessary for New Fund's operation as a series of an
open-end investment company as well as a Plan pursuant to Rule 12b-1 ("New 12b-1
Plan"). Each agreement shall have been approved by Equity Assets' trustees and,
to the extent required by law, by such of those trustees who are not "interested
persons" (as defined in the 1940 Act) thereof. Prior to the Closing Date, the
New Fund will issue one share to NBMI against payment of $10.00. The New 12b-1
Plan shall have been approved by NBMI as the sole initial shareholder of the New
Fund; subsequent to said vote and before the Closing Date, NBMI shall redeem its
share of the New Fund.
4.5. The Agreement and Plan of Realignment and Termination of even date
herewith (substantially similar to this Agreement) ("Similar Agreement")
providing for the conversion of Neuberger Berman NYCDC Socially Responsive Trust
from a series of Neuberger Berman Equity Trust, a Delaware business trust
registered as an open-end management investment company under the 1940 Act
("Equity Trust"), to a series of Equity Series and the Similar Agreement
providing for the conversion of Neuberger Berman Socially Responsive Trust from
a series of Equity Assets to a series of Equity Trust, and the transactions
contemplated thereby, shall have been duly adopted and approved by the
respective investment companies' boards of trustees and shall have been approved
by the respective converting funds' shareholders in accordance with applicable
law.
At any time before the Closing, either Investment Company may waive any
of the foregoing conditions (except those set forth in paragraphs 4.1 and
4,5) if, in the judgment of its board, such waiver will not have a material
adverse effect on its Fund's shareholders' interests.
5. BROKERAGE FEES AND EXPENSES
5.1. Each Investment Company represents and warrants to the other that
there are no brokers or finders entitled to receive any payments in connection
with the transactions provided for herein.
5.2. Except as otherwise provided herein, the Reorganization Expenses
shall be borne half by Neuberger Berman Management Incorporated and half by
the Funds.
6. ENTIRE AGREEMENT; NO SURVIVAL
Neither party has made any representation, warranty, or covenant not
set forth herein, and this Agreement constitutes the entire agreement between
the parties. The representations, warranties, and covenants contained herein
or in any document delivered pursuant hereto or in connection herewith shall
not survive the Closing.
7. TERMINATION
This Agreement may be terminated at any time at or before the Effective
Time, whether before or after approval by Old Fund's shareholders:
7.1. By either Fund (a) in the event of the other Fund's material breach
of any representation, warranty, or covenant contained herein to be performed at
or prior to the Effective Time, (b) if a condition to its obligations has not
been met and it reasonably appears that such condition will not or cannot be
met, or (c) if the Closing has not occurred on or before [December 31, 1999]; or
7.2. By the parties' mutual agreement.
In the event of termination under paragraphs 7.1(c) or 7.2, there shall be
no liability for damages on the part of either Fund, or the trustees or officers
of either Investment Company, to the other Fund.
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8. AMENDMENT
This Agreement may be amended, modified, or supplemented at any time,
notwithstanding approval thereof by Old Fund's shareholders, in any manner
mutually agreed upon by the parties; provided that following such approval,
no such amendment shall have a material adverse effect on the Shareholders'
interests.
9. MISCELLANEOUS
9.1. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Delaware; provided that, in the case of any
conflict between such laws and the federal securities laws, the latter shall
govern.
9.2. Nothing expressed or implied herein is intended or shall be construed
to confer upon or give any person, firm, trust, or corporation other than the
parties and their respective successors and assigns any rights or remedies under
or by reason of this Agreement.
9.3. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, and shall become effective
when one or more counterparts have been executed by each Investment Company and
delivered to the other party hereto. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
9.4. The execution and delivery of this Agreement have been authorized by
each Investment Company's trustees, and this Agreement has been executed and
delivered by their respective authorized officers acting as such; neither such
authorization by such trustees nor such execution and delivery by such officers
shall be deemed to have been made by any of them individually or to impose any
liability on any of them or any shareholder of either Investment Company
personally, but shall bind only the assets and property of the respective Funds,
as provided in each Investment Company's Declaration of Trust.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed
and delivered by its duly authorized officers as of the day and year first
written above.
ATTEST: NEUBERGER BERMAN EQUITY SERIES,
on behalf of its series,
Neuberger Berman Socially Responsive
Assets
______________________ By:____________________________________
Secretary President
ATTEST: NEUBERGER BERMAN EQUITY ASSETS,
on behalf of its series,
Neuberger Berman Socially Responsive
Assets
______________________ By:_____________________________________
Secretary President
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[Name and Address]
NEUBERGER BERMAN SOCIALLY RESPONSIVE ASSETS
NEUBERGER BERMAN EQUITY SERIES
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 15, 1999
This proxy is being solicited on behalf of the Board of Trustees of
Neuberger Berman Equity Series ("Company") and relates to the proposals with
respect to Neuberger Berman Socially Responsive Assets, a series of the Company
("Fund"). The undersigned appoints as proxies Lawrence Zicklin, Michael J.
Weiner and Claudia A. Brandon and each of them (with power of substitution), to
vote all the undersigned's shares of beneficial interest in the Fund at the
Special Meeting of Shareholders to be held at 10:00 a.m., Eastern time, on
October 15, 1999, at the offices of the Company, 605 Third Avenue, 41st Floor,
New York, NY 10158-3698, and any adjournment thereof ("Meeting"), with all the
power the undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals set forth in this proxy statement relating to the Fund and
discretionary power to vote upon such other business as may properly come before
the Meeting.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING
BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL [1-800-690-6903] TOLL
FREE OR VISIT WWW.PROXYVOTE.COM.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[X] KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
NEUBERGER BERMAN SOCIALLY RESPONSIVE ASSETS
NEUBERGER BERMAN EQUITY SERIES
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of an Agreement and Plan of
Realignment and Termination providing
for the conversion of the Fund from a
series of the Company to a separate
series of Neuberger Berman Equity
Assets.
2. Ratification of the selection of
PricewaterhouseCoopers LLP as the
Fund's Independent Accountants;
3. To consider and vote upon such other
matters as may properly come before
the meeting or any adjournments
thereof.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING
BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE, PLEASE CALL [1-800-690-6903] TOLL FREE. TO VOTE BY
INTERNET, VISIT OUR WEBSITE AT WWW.PROXYVOTE.COM.
Please sign exactly as name appears hereon. If shares are held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
- -------------------------------------------------- ------------------------
Signature (owner, trustee, custodian, etc.) Date
- -------------------------------------------------- ------------------------
Signature (joint owners, trustee, custodian, etc.) Date
2
