NEUBERGER BERMAN EQUITY FUNDS
FORM OF MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
Neuberger Berman Equity Funds ("Trust") hereby adopts this Multiple
Class Plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as
amended ("1940 Act") on behalf of its current series and any series that may
commence operations in the future (each a "Series").
A. GENERAL DESCRIPTION OF CLASSES OFFERED.
Each Series shall have one or more of the following Classes, as may
from time to time be created by the Board of Trustees of the Trust acting
pursuant to the Declaration of Trust.
1. INVESTOR CLASS SHARES. Investor Class shares are sold to the general
public. They may be held directly by the beneficial owner, by a profit-sharing
or retirement plan, by a brokerage firm operating a fund "supermarket" or
"warehousing" program for its customers, or by the Neuberger Berman Fund
Advisory Services(SERVICEMARK).
Investor Class shares are subject to no front-end or back-end sales
load and pay no distribution fee. Investor Class shares pay a fee for
administration and certain shareholder services at an annual rate of 0.26% of
average daily net assets plus an amount approved by the Trust's Board of
Trustees for certain technology costs, as set forth in the Administration and
Shareholder Services Agreement for the Class. The Investor Class may also pay
certain non-distribution expenses of participating in fund supermarket or
warehousing programs or Neuberger Berman Fund Advisory Services, as may be
approved from time to time by the Board of Trustees.
Shareholder services are provided to Investor Class shareholders by
Neuberger Berman Management Inc. ("NBMI") and the transfer agent, or by the
brokerage firm operating the fund supermarket or warehousing arrangement.
2. TRUST CLASS SHARES. Trust Class shares are available for purchase by
broker-dealers, banks, and pension administrators (collectively, "Institutions")
who act as record owners on behalf of their clients and customers, who are the
beneficial owners or trusts holding on behalf of the beneficial owners.
Trust Class shares are subject to no front-end or back-end sales load.
Trust Class shares pay a fee for administration and shareholder services at an
annual rate of 0.40% of average daily net assets plus an amount approved by the
Trust's Board of Trustees for certain technology costs, as set forth in the
Administration and Shareholder Services Agreement for the Class. Trust Class
shares of a Series pay a fee for distribution and shareholder services at an
annual rate of up to 0.10% of average daily net assets if the Trust Class of
that Series has adopted a Distribution and Shareholder Services Plan pursuant to
Rule 12b-1 under the 1940 Act.
Shareholder services are provided to Trust Class recordholders by NBMI
and the transfer agent. Shareholder services are provided to Trust Class
beneficial owners (or trusts holding on behalf of beneficial owners) by the
Institutions through which they hold shares.
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3. ADVISOR CLASS SHARES. Advisor Class shares are available for
purchase by broker-dealers or other institutions ("BDs"), who act as record
owners on behalf of their customers, who are the beneficial owners or trusts
holding on behalf of the beneficial owners.
Advisor Class shares are subject to no front-end or back-end sales
load. Advisor Class shares pay a fee for administration and shareholder services
at an annual rate of 0.40% of average daily net assets plus an amount approved
by the Trust's Board of Trustees for certain technology costs, as set forth in
the Administration and Shareholder Services Agreement for the Class. Advisor
Class shares also pay a fee for distribution and shareholder services at an
annual rate of up to 0.25% of average daily net assets pursuant to a
Distribution and Shareholder Services Plan pursuant to Rule 12b-1 under the 1940
Act.
Shareholder services are provided to Advisor Class recordholders by
NBMI and the transfer agent. Shareholder services are provided to Advisor Class
beneficial owners (or trusts holding on behalf of beneficial owners) by the BDs
through which they hold shares.
4. INSTITUTIONAL CLASS SHARES. Institutional Class shares are available
for purchase by pension and profit-sharing plans (collectively, "Plans").
Institutional Class shares are subject to no front-end or back-end
sales load and pay no distribution fee. Institutional Class shares pay a fee for
administration and shareholder services at the rate specified on Schedule A plus
an amount approved by the Trust's Board of Trustees for certain technology
costs, as set forth in the Administration and Shareholder Services Agreement for
the Class.
Shareholder services are provided to Institutional Class shareholders
by NBMI and the transfer agent and, where appropriate, the recordkeeper.
B. EXPENSE ALLOCATIONS OF EACH CLASS
1. Certain expenses may be attributable to a particular Class of shares
("Class Expenses"). Class Expenses are charged directly to the net assets of the
particular Class and, thus, are borne on a pro rata basis by the outstanding
shares of that Class. Fees and expenses that are not Class Expenses are
allocated among the Classes on the basis of their respective net asset values.
In addition to the administration, service and distribution fees
described above, each Class also could pay a different amount of the following
other expenses:
(a) transfer agent fees identified as being attributable to a
specific Class of shares;
(b) stationary, printing, postage and delivery expenses related to
preparing and distributing materials such as shareholder
reports, prospectuses and proxy statements to current
shareholders of a specific Class of shares;
(c) Blue Sky fees incurred by a specific Class of shares;
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(d) SEC registration fees incurred by a specific Class of shares;
(e) Trustees' fees or expenses incurred as a result of issues
relating to a specific Class of shares;
(f) accounting expenses relating solely to a specific Class of
shares;
(g) auditors' fees, litigation expenses and legal fees and expenses
relating to a specific Class of shares;
(h) expenses incurred in connection with shareholders meetings as a
result of issues relating to a specific Class of shares; and
(i) other expenses incurred attributable to a specific Class of
shares.
2. NBMI may agree to waive the fees and/or reimburse the Class Expenses
of any Class of any Series.
3. NBMI may agree to waive the fees and/or reimburse the non-Class
Expenses of any Series. Such waiver or reimbursement will be allocated to each
Class of the Series in the same proportion as the fee or expense being waived or
reimbursed.
C. EXCHANGE PRIVILEGES
Investor Class shares of any Series may be exchanged for Investor Class
shares of any other Series, provided the conditions of exchange set forth in the
prospectuses and statements of additional information ("SAIs") of each Series
involved in the exchange are complied with.
Trust Class shares, Advisor Class shares, and Institutional Class
shares of any Series may be exchanged for Trust Class, Advisor Class or
Institutional Class shares, respectively, of any other Series, provided (i) the
conditions of exchange set forth in the prospectuses and SAIs of each Series
involved in the exchange are complied with, (ii) the Institution, BD, or Plan
that is the recordholder of the shares permits such an exchange, and (iii) any
conditions duly established by the Institution, BD, or Plan are complied with.
D. CONVERSION FEATURES
There are no conversion features among the Classes.
E. ADDITIONAL INFORMATION
The prospectus and SAI for each Class may contain additional
information about the Classes and the Trust's multiple class structure;
provided, however, that none of the terms set forth in any such prospectus shall
be inconsistent with the terms of the Classes set forth in this Plan.
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F. EFFECTIVE DATE; AMENDMENTS
This Plan will become effective on December 16, 2000. Before any
material amendments can be made to this Plan, a majority of the Board of
Trustees of the Trust, and a majority of the Trustees who are not interested
persons of the Trust (as defined in Section 2(a)(19) of the 1940 Act) must find
that the Plan as proposed to be amended, including the expense allocation, is in
the best interests of each Class individually and the Trust as a whole.
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SCHEDULE A
INSTITUTIONAL CLASS ADMINISTRATION AND SHAREHOLDER SERVICES FEES
SERIES % OF AVERAGE DAILY NET ASSETS
GENESIS INSTITUTIONAL 0.15%
DATED: December 16, 2000
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