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 o
Check the appropriate box:
X Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Neuberger Berman Equity Funds
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
o 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:
o Fee paid previously with preliminary materials.
o 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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PRELIMINARY COPIES
NEUBERGER BERMAN EQUITY FUNDS
NEUBERGER BERMAN FOCUS FUND
_______________, 2001
Dear Shareholder:
The attached Proxy Statement discusses a Proposal to be voted upon by the
holders of Neuberger Berman Focus Fund. As a shareholder of the fund, you are
asked to review the Proxy Statement and to cast your vote on the Proposal. THE
BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
The proposal seeks to change the classification of Neuberger Berman Focus
Fund from a "diversified" mutual fund to a "non-diversified" mutual fund under
the Investment Company Act of 1940 ("1940 Act"). The purpose is to provide the
fund with greater flexibility in portfolio management and permit the fund to
take full advantage of the portfolio management and research resources that are
used in implementing the fund's investment strategy.
YOUR VOTE IS IMPORTANT TO US. VOTING YOUR SHARES EARLY WILL PERMIT THE
FUND TO AVOID COSTLY FOLLOW-UP MAIL AND TELEPHONE SOLICITATION. After reviewing
the attached materials, please complete, sign and date your proxy card and mail
it promptly in the enclosed postage paid envelope, or help us save time and
postage costs by voting on the Internet or by telephone - instructions can be
found on your proxy card. If we do not hear from you by _____________, our proxy
solicitor may contact you.
If you have any questions, please call 1-800-877-9700. Our representatives
will be glad to assist you. Thank you for your response and your continued
support of the Neuberger Berman Funds.
Very truly yours,
/s/ Peter Sundman
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Peter Sundman
President
Neuberger Berman Management Inc.
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PRELIMINARY COPIES
NEUBERGER BERMAN EQUITY FUNDS:
NEUBERGER BERMAN FOCUS FUND
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 30, 2001
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WHO IS ASKING FOR YOUR VOTE?
The Board of Trustees of your fund.
WHERE WILL THE MEETING BE HELD?
The meeting will be held at the offices of Neuberger Berman, LLC, 605 Third
Avenue, 41st Floor, New York, New York, on March 30, 2001 at [ 11:00] a.m.
Eastern Time.
WHAT IS THE PROPOSAL THAT YOU ARE BEING ASKED TO VOTE ON?
The Board of Trustees is proposing that the shareholders of the fund approve a
change in the classification of the fund from a "diversified" mutual fund to a
"non-diversified" mutual fund under the Investment Company Act of 1940 (the
"1940 Act").
WHO IS ELIGIBLE TO VOTE?
You are entitled to vote at the meeting and any adjournment if you owned shares
of the fund at the close of business on February 5, 2001.
WHAT ARE THE DIFFERENT WAYS TO VOTE THIS PROXY?
There are a number of ways to vote your shares:
o BY MAIL: You may vote by completing the enclosed proxy card by dating,
signing and returning it in the postage paid envelope. PLEASE NOTE THAT IF
YOU SIGN AND DATE THE PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES
WILL BE VOTED "FOR" THE PROPOSAL DESCRIBED ABOVE.
o BY PHONE: You may vote by telephone by calling the number on your proxy card.
o VIA THE INTERNET: You may vote through the Internet by visiting the website
listed on your proxy card.
o IN PERSON: If you plan to attend the meeting, you may vote in person.
(PLEASE NOTE THAT IF YOU VOTE A PROXY AND THEN VOTE IN PERSON AT THE
MEETING, YOUR PROXY IS AUTOMATICALLY REVOKED.) IF YOU PLAN TO ATTEND
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THE MEETING, PLEASE CALL THE FUND AT (800) 877-9700, PRIOR TO MARCH
28, 2001.
Unless proxy cards submitted by corporations and partnerships are signed
by the appropriate persons as indicated in the voting instructions on the proxy
cards, they will not be voted.
Any additional proposals submitted to a vote at the meeting by anyone
other than the officers or Trustees of the fund may be voted only in person or
by written proxy.
By order of the Board of Trustees,
/s/ Claudia A. Brandon
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Claudia A. Brandon
Secretary
Neuberger Berman Equity Funds
____________, 2001
New York, New York
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PRELIMINARY COPIES
NEUBERGER BERMAN EQUITY FUNDS:
NEUBERGER BERMAN FOCUS FUND
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
800-877-9700
PROXY STATEMENT
This Proxy Statement, which includes a Notice of Special Meeting of
Shareholders and a Proxy Card, is for the special meeting of shareholders of
Neuberger Berman Focus Fund, to be held on March 30, 2001, and any adjournment
thereof ("Meeting").
PROPOSAL: To approve a change in the fund's classification under the 1940
Act from "diversified" to "non-diversified" and make a corresponding change in
the fund's investment limitations.
This Proxy Statement, which is first being mailed to shareholders on or
about ________, 2001, sets forth concisely the information that a shareholder of
the fund should know before voting on the Proposal. It should be read and
retained for future reference.
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VOTING INFORMATION
The Board of Trustees of Neuberger Berman Equity Funds (the "Trust") is
asking you to sign the enclosed proxy card for use at a Special Meeting of
Shareholders of Neuberger Berman Focus Fund, to be held on March 30, 2001 at
11:00 a.m. Eastern time, at the offices of Neuberger Berman, LLC, 605 Third
Avenue, 41st Floor, New York, New York, and at any adjournments thereof (the
"Meeting").
One-third of the fund's shares outstanding and entitled to vote on
February 5, 2001 ("Record Date"), represented in person or by proxy, makes up 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 the Proposal 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 voted in person or by
proxy on the question of adjournment. The persons named as proxies will vote
those proxies that they are entitled to vote FOR the Proposal in favor of such
an adjournment and will vote those proxies required to be voted AGAINST the
Proposal against such adjournment.
If the enclosed proxy is properly executed and returned in time to be
voted at the Meeting, the shares represented by the proxy will be voted in
accordance with the instructions marked on the proxy card. If no instructions
are marked on the proxy card, the proxy will be voted FOR the Proposal described
in the accompanying Notice of Special Meeting of Shareholders. Proxies that
reflect "broker non-votes" (I.E., shares held by brokers or nominees as to which
(i) instructions have not been received from the beneficial owners or the
persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power) will not be counted for purposes of determining a
quorum and will have no effect on the outcome of the Proposal. Abstentions will
be counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum and will have a negative effect on the
Proposal. For shares held in individual retirement accounts (IRA, Roth IRA or
SIMPLE Retirement plans), the IRA Custodian will vote the shares in the account
in accordance with instructions given by the Depositor. However, if a Depositor
fails to provide instructions on how to vote the shares, the Custodian will vote
the undirected shares in the same proportions as shares voted in the other
individual retirement accounts.
Any shareholder who has given a proxy has the right to revoke it any time
prior to its exercise by attending the Meeting and voting his or her shares in
person, or by submitting a letter of revocation or a later-dated proxy to the
Trust at the address indicated on the envelope enclosed with this Proxy
Statement. Any letter of revocation or later-dated proxy must be received by the
Trust prior to the Meeting and must indicate your name and account number to be
effective. Proxies voted by telephone or 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.
Proxy solicitations will be made primarily by mail, but may also be made
by telephone, electronic transmission or personal meetings with officers and
employees of Neuberger Berman Management Inc., ("NBMI"), affiliates of NBMI or
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other representatives of the fund. NBMI serves as principal underwriter and
administrator of the fund. Proxy solicitations may also be made by
___________________, our proxy solicitor. If votes are recorded by telephone,
our proxy solicitor 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. You may also vote by mail or through a
secure Internet site. PLEASE NOTE THAT WHILE PROXIES MAY BE VOTED BY TELEPHONE
OR THROUGH THE INTERNET WITH RESPECT TO THE PROPOSAL, A VOTE ON A PROPOSAL PUT
FORWARD AT THE MEETING BY ANYONE OTHER THAN THE OFFICERS OR TRUSTEES OF THE
TRUST MAY BE CAST ONLY IN PERSON OR BY A PAPER PROXY.
NBMI and its affiliates will not receive any compensation from the fund
for proxy solicitation activities. For soliciting services, our proxy solicitor
will be paid fees and expenses of up to approximately ______________. The cost
of solicitation and the expenses incurred in connection with preparing this
Proxy Statement and its enclosures will be paid by the fund.
As of _______2001, the fund had _______ Investor Class shares, _______
Trust Class shares, and _______ Advisor Class shares outstanding. To the Trust's
knowledge, as of _________, the following are all of the beneficial and record
owners of more than five percent of each class of the fund. Except where
indicated with an asterisk, the owners listed are record owners. These entities
hold these shares of record for the accounts of certain of their clients and
have informed the fund of their policy to maintain the confidentiality of
holdings in their client accounts, unless disclosure is expressly required by
law.
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Class Name and Address Amount of Shares Percentage of the
of Owner Owned Fund Owned
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At ______, 2001, the Trustees and officers of the Trust as a group
beneficially owned less than 1% of the shares of each class of the fund.
COPIES OF THE FUND'S MOST RECENT ANNUAL REPORT, INCLUDING FINANCIAL
STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO SHAREHOLDERS. SHAREHOLDERS MAY
REQUEST COPIES OF THE FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED AUGUST 31,
2000, INCLUDING AUDITED FINANCIAL STATEMENTS, AT NO CHARGE BY WRITING NBMI AT
605 THIRD AVENUE, 2ND FLOOR, NEW YORK, NEW YORK 10158-0180, OR BY CALLING TOLL
FREE 800-877-9700.
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PROPOSAL: TO CHANGE THE FUND'S CLASSIFICATION FROM "DIVERSIFIED"
TO "NON-DIVERSIFIED" AND TO MAKE A CORRESPONDING CHANGE IN THE
FUND'S INVESTMENT LIMITATIONS.
The Board of Trustees of the fund has approved a change to the fund's
policies regarding diversification. The Board and NBMI believe that the proposed
change will provide the fund with greater flexibility to respond to future
investment opportunities. As discussed below, the fund's present policy impedes
the fund's use of certain portfolio management techniques that are now used by
similar mutual funds. Because the policy in question is fundamental, the change
requires shareholder approval before it can be implemented.
The fund is currently classified as a diversified mutual fund under
section 5(b)(1) of the 1940 Act. Therefore, the fund has a fundamental policy
that it may not purchase securities of an issuer if, with respect to 75% of its
total assets, (i) more than 5% of the fund's total assets would be invested in
securities of that issuer, or (ii) the fund would hold more than 10% of the
outstanding voting securities of that issuer. With respect to the remaining 25%
of its total assets, the fund can invest more than 5% of its assets in one
issuer. These limitations do not apply to securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities, or to securities issued by
other investment companies. These limits apply as of the time a fund purchases a
security. The fund may exceed these limits if positions it already owns gain in
value relative to the rest of the fund's holdings.
The Board, including those Trustees who are not "interested persons" (as
defined in the 1940 Act) of the fund (the "independent Trustees"), recommends
making the fund "non-diversified" under the 1940 Act and, correspondingly,
eliminating this fundamental investment limitation. A non-diversified fund can
invest a greater portion of its assets in a single issuer than a diversified
fund. As a result, however, the fund could become somewhat riskier because it
would have the ability to hold larger positions and, therefore, a smaller number
of different securities. To the extent the value of a particular security may be
adversely affected by business or other developments relating to the issuer, the
impact on the fund's net asset value could be greater than it would be on a
diversified fund.
The Board and NBMI believe that the proposed change will facilitate the
fund's pursuit of its current investment objective and overall strategy. As the
fund's current prospectus explains, the fund's investment manager identifies
sectors of the economy that he believes are undervalued, and focuses on
investment opportunities in those sectors, generally investing at least 90% of
the fund's net assets in no more than six sectors. The investment manager has
found himself constrained by the fund's current diversification policy and
believes that changing the fund's diversification policy would allow him to
pursue investment opportunities with issuers that he believes are the most
promising. Many other funds that follow a "focused" strategy similar to the
fund's are also non-diversified.
If the proposal is approved, the fund's fundamental investment limitation
regarding diversification will be eliminated, but the fund will still be subject
to the diversification rules of the Internal Revenue Code. These rules provide
that, to maintain favorable tax treatment, the fund may not purchase a security
if, as a result, with respect to 50% (instead of 75%) of its total assets, more
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than 5% of the fund's total assets would be invested in securities of a single
issuer or more than 10% of the outstanding voting securities of the issuer would
be held by the fund. With respect to the remaining 50% of its total assets, the
fund would be limited to 25% in any one issuer. These limits apply only as of
the end of each quarter of the fund's fiscal year, so the fund may actually have
a higher concentration in an issuer during periods between the ends of its
fiscal quarters. However, the investment manager has no current intention to
invest in single issuers beyond the limitations described. (By contrast, the
fund's current diversification limit applies at all times.) Like the fund's
present policy, the Internal Revenue Code limitations do not apply to securities
issued or guaranteed by the U.S. Government, its agencies or instrumentalities,
or to securities issued by other investment companies.
EXAMPLE: The following is an example of a situation where the new policy could
give the fund's portfolio manager added flexibility. This example does not
reflect any actual security, nor is it the only possible strategy, and is used
for illustrattion purposes only.
As described above, with respect to 25% of the portfolio (which we'll call
the "25% basket"), the fund currently may invest more than 5% of its total
assets in one or more issuers. Take a hypothetical portfolio, which includes
among many securities, shares of three fictional companies: XYZ Corp., ABC Corp.
and LMN Corp. At the time the fund purchased these securities, these three
companies made up the "25% basket" under the current investment policy.
Let's say the Fund made several purchases of XYZ Corp. at between $1 and
$5 per share. Later, XYZ grows to $20 per share, and combined with ABC, and LMN,
now exceed 25% of the fund's total assets. As described above, this percentage
is okay under the present policy, because when they were bought, these issuers
made up less than 25% of the fund. The fund, however, cannot purchase more XYZ
Corp, even if the manager still sees a good opportunity at a lower price,
because the fund currently cannot add any more to the 25% basket. The proposal,
if approved by shareholders, would give the fund two 25% baskets, thus
permitting the fund to purchase more XYZ Corp. in this situation.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT YOU APPROVE THE CHANGE IN THE FUND'S CLASSIFICATION TO
NON-DIVERSIFIED, AND THE CORRESPONDING CHANGE IN THE FUND'S INVESTMENT
LIMITATIONS.
REQUIRED VOTE
Approval of the proposal requires the affirmative vote of the lesser of
(1) 67% or more of the shares of the fund present at the Meeting, if more than
50% of the outstanding shares are represented at the Meeting in person or by
proxy, or (2) more than 50% of the outstanding shares entitled to vote at the
Meeting.
If the fund's shareholders do not approve the proposed change to the
fund's investment limitations, the fund will continue to operate as a
diversified fund.
OTHER INFORMATION
INFORMATION ABOUT NBMI. NBMI, located at 605 Third Avenue, New York, New
York 10158, serves as the fund's investment manager, principal underwriter and
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administrator. NBMI manages the fund in conjunction with Neuberger Berman, LLC
as subadviser. Together the firms manage more than ___ billion in assets (as of
December 31, 2000) 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. Neuberger Berman Equity Funds does 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 Neuberger Berman Equity Funds, at 605 Third
Avenue, New York, New York 10158, so that they will be received a reasonable
time prior to any such meeting.
NOTICE TO BANKS, BROKER DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES.
Please advise Neuberger Berman Equity Funds 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 the Proxy
Statement needed to supply copies to the beneficial owners of the shares.
By Order of the Board of Trustees
Claudia A. Brandon
Secretary
February __, 2001
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PRELIMINARY COPIES
VOTE TODAY BY MAIL,
NEUBERGER BERMAN EQUITY FUNDS TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL-FREE 1-888-221-0697
OR LOG ON TO WWW.PROXYWEB.COM
*** CONTROL NUMBER: 999 999 999 999 99 ***
Please fold and detach card at perforation before mailing
NEUBERGER BERMAN EQUITY FUNDS:
NEUBERGER BERMAN FOCUS FUND
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
______________, 2001
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE
NEUBERGER BERMAN EQUITY FUNDS. The undersigned hereby appoints as proxies
______________ and ______________, and each of them (with Power of
Substitution), to vote all shares of beneficial interest of the undersigned in
Neuberger Berman Focus Fund (`Fund") at the Special Meeting of Shareholders to
be held at 605 Third Avenue, 41st Floor, New York, NY 10158-3698 on _________,
2001 at ______ a.m. Eastern Time and any adjournment thereof (the "Meeting") at
which shareholders will be asked to consider and act upon the proposal described
in the Proxy Statement dated February ___, 2001.
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" THE PROPOSAL SET FORTH BELOW AND DISCRETIONARY POWER TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Please sign exactly as your 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.
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Signature (owner, joint owners, trustee, custodian, etc.)
Date _____________ , 2001
TO MARK YOUR VOTE, PLEASE TURN THE CARD OVER.
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PRELIMINARY COPIES
Please fold and detach card at perforation before mailing
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
VOTE ON PROPOSAL
PLEASE VOTE BY CHECKING ( ) THE APPROPRIATE BOX BELOW.
FOR AGAINST ABSTAIN
ITEM 1. Proposal to change the classification of
Neuberger Berman Focus Fund from a / / / / / /
"diversified" mutual fund to a
"non-diversified" mutual fund under the
Investment Company Act of 1940.
The proposed transaction and related matters are described in the
attached Proxy Statement.
Only shareholders of record on ___________, 2001 of the Fund are
entitled to notice of the Special Meeting and to vote.
PLEASE SIGN AND DATE THIS CARD IN THE SPACE PROVIDED ON THE OTHER SIDE.
