<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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New England Investment Companies, L.P.
------------------------------------------------
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New England Investment Companies, L.P.
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<PAGE>
NEW ENGLAND INVESTMENT COMPANIES, L.P.
399 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02116
----------------
NOTICE OF SPECIAL MEETING OF UNITHOLDERS
AUGUST 25, 1997
----------------
NOTICE IS HEREBY GIVEN that a Special Meeting of Unitholders of New England
Investment Companies, L.P. ("NEIC" or the "Partnership") will be held at the
principal office of the Partnership, 399 Boylston Street, Boston,
Massachusetts on August 25, 1997 at 10:00 a.m., local time (the "Meeting"),
for the following purposes, as more fully described in the accompanying Proxy
Statement:
1. To consider and vote upon a proposal (the "Incentive Plan Proposal")
to approve the Partnership's 1997 Equity Incentive Plan, a copy of which is
set forth as Annex A to the accompanying proxy statement; and
2. To transact such other business as may properly come before the
Meeting or any adjournments or postponements thereof.
The Board of Directors of New England Investment Companies, Inc. has fixed
the close of business on July 16, 1997, as the record date for the
determination of Unitholders entitled to notice of and to vote at the Meeting.
Only Unitholders of record at the close of business on such date are entitled
to notice of and to vote at the Special Meeting.
Each Unitholder, regardless of whether he or she now plans to attend the
Meeting, is requested to sign, date and return the enclosed Proxy without
delay in the enclosed postage-paid envelope. You may revoke your Proxy at any
time prior to its exercise. Any Unitholder of record present at the Meeting or
at any adjournments or postponements thereof may revoke his or her Proxy and
vote personally on each matter brought before the Meeting.
Edward N. Wadsworth
Secretary of New England Investment
Companies, Inc., General Partner
July 23, 1997
<PAGE>
NEW ENGLAND INVESTMENT COMPANIES, L.P.
PROXY STATEMENT
SPECIAL MEETING OF UNITHOLDERS
TO BE HELD ON AUGUST 25, 1997
This Proxy Statement is being furnished to Unitholders of New England
Investment Companies, L.P. ("NEIC" or the "Partnership") in connection with
the solicitation of proxies by the Board of Directors of New England
Investment Companies, Inc. ("NEIC Inc." or the "General Partner"), the general
partner of the Partnership, for use at the Special Meeting of Unitholders
(including any adjournments or postponements thereof) to be held at the
principal office of the Partnership, 399 Boylston Street, Boston,
Massachusetts, on August 25, 1997 at 10 a.m. local time (the "Meeting"). This
Proxy Statement relates to the approval of the Partnership's 1997 Equity
Incentive Plan, a copy of which is set forth as Annex A to this Proxy
Statement (the "Incentive Plan").
All costs of solicitations of proxies will be borne by the Partnership. In
addition to solicitation of proxies by mail or telegram, proxies may be
solicited personally or by telephone by officers and employees of the
Partnership or the General Partner, none of whom will be specially compensated
for such solicitation.
The holders of record of units of limited partnership interest ("LP Units")
and of units of general partnership interest ("GP Units" and, together with
the LP Units, "Units") of the Partnership at the close of business on July 16,
1997 are entitled to receive notice of and to vote at the Meeting. As of that
date, the Partnership had issued and outstanding 43,954,174 LP Units and
110,000 GP Units, all of which GP Units are held by NEIC Inc. Each Unit is
entitled to one vote on each matter to come before the Meeting.
If the enclosed proxy is properly signed and returned and not revoked, the
Units represented thereby will be voted at the Meeting. If the Unitholder
specifies in the proxy how the Units are to be voted, they will be voted
accordingly. If the Unitholder does not specify how the shares are to be
voted, then they will be voted to approve the Incentive Plan. Any Unitholder
has the right to revoke such Unitholder's proxy at any time before it is voted
by attending the Meeting and voting in person, by filing with the Secretary of
the General Partner an instrument in writing revoking the proxy or by
delivering to the Secretary a newly executed proxy bearing a later date.
Consistent with Delaware state law and the Partnership's agreement of
limited partnership (the "Partnership Agreement"), a majority of the Units
entitled to be cast on the proposal to approve the Incentive Plan (the
"Proposal"), present in person or represented by proxy, constitutes a quorum
as to such matter. Votes cast by proxy or in person at the Meeting will be
counted by the person appointed by the General Partner to act as inspector of
election for the Meeting. Approval of the Proposal will require the
affirmative vote of a majority of Units in attendance at the Meeting, present
in person or represented by proxy. The inspector of election will count the
total number of votes cast "for" approval of the Proposal for purposes of
determining whether sufficient affirmative votes have been cast. The inspector
of election will count Units represented by proxies that withhold authority to
vote either for the Proposal or that reflect abstentions and "broker non-
votes" (i.e., Units represented at the Meeting held by brokers or nominees as
to which (i) instructions have not been received from the beneficial owners or
persons entitled to vote; and (ii) the broker or nominee does not have the
discretionary voting power on that particular matter) only as Units that are
present and entitled to vote on the matter for purposes of determining the
presence of a quorum, but neither abstentions nor broker non-votes will have
any effect on the outcome of voting on any matter. Metropolitan Life Insurance
Company ("MetLife"), through a wholly owned subsidiary, and Reich & Tang, Inc.
("RTI"), the holders of 47.3% and 14.2% of the Partnership's outstanding Units
on July 16, 1997, respectively, have indicated their intention to vote in
favor of the Proposal.
The Board of Directors of the General Partner (the "Board of Directors")
knows of no other matters to be presented at the Meeting. If any additional
matters should properly come before the Meeting, it is the intention of the
persons appointed as proxy to vote on such matters in accordance with their
judgment.
This Proxy Statement is being mailed on or about July 23, 1997 to
Unitholders of the Partnership of record on July 16, 1997 (the "Record Date").
The principal executive offices of the Partnership are located at 399
Boylston Street, Boston, Massachusetts 02116, telephone (617) 578-3500.
----------------
THE DATE OF THIS PROXY STATEMENT IS JULY 23, 1997.
<PAGE>
PROPOSAL 1
APPROVAL OF INCENTIVE PLAN
On June 17, 1997, the Board of Directors adopted the Incentive Plan, subject
to Unitholder approval. A copy of the Incentive Plan is set forth as Annex A
to this Proxy Statement. The Incentive Plan has been established to advance
the interests of NEIC by enabling NEIC to provide equity-based or cash
incentives to selected employees, directors and other persons who provide
services to NEIC and Affiliates. Affiliates are defined in the Incentive Plan
and include (but are not limited to) the investment management, distribution
and consulting firms owned by NEIC.
CERTAIN INFORMATION REGARDING THE PARTNERSHIP
Under existing tax law, the Partnership will, effective January 1, 1998 (and
in some circumstances earlier), no longer be treated as a partnership for
federal income tax purposes. Prior to such change of tax status, the
Partnership and the ownership thereof is expected to be restructured in
accordance with the terms of the Partnership Agreement, which confers broad
authority and absolute discretion on the General Partner to effect (or not to
effect) a restructuring (a "Restructuring"). Additional information regarding
a Restructuring is contained under the caption "Possible Future Restructuring
of the Partnership" in Item 1 of the Partnership's Annual Report on Form 10-K
for the year ended December 31, 1996.
Certain proposals are pending before Congress which, if enacted, would
potentially allow the Partnership to retain its federal income tax status as a
partnership. Under the current form of the proposed legislation, NEIC could
elect to retain its partnership status upon payment of a surcharge on the
gross operating income of the Partnership. As described below, the Incentive
Plan is designed to be utilized by the Partnership whether or not the proposed
legislation or other legislation affecting NEIC's tax status become effective,
whether or not Restructuring occurs, and whether or not NEIC elects, should it
have the ability to do so, to remain a partnership for federal income tax
purposes.
Management currently expects that, if a Restructuring occurs, it is likely
that the public Unitholders would receive stock of a newly formed public
corporation in exchange for their LP Units. The public corporation would also
have as initial stockholders any private Unitholders electing to exchange
their units for stock of the corporation. The public corporation would own the
economic interest in the Partnership (that is, the LP Units) held immediately
prior to the Restructuring by the corporation's stockholders. The public
corporation would not be expected to carry on any significant additional
business. Thus, the public Unitholders' economic participation in the
Partnership would shift from direct participation as partners to indirect
participation through a publicly traded corporation owning Units in the
Partnership.
The Incentive Plan is designed to operate both before and after any
Restructuring, including in the event that no Restructuring occurs, without
the need for any modification by the Unitholders or Board of Directors. Prior
to the Restructuring, awards under the Incentive Plan relate to LP Units. From
and after any Restructuring, awards will relate to the equity of the surviving
public entity, which is expected to be the common stock of the public
corporation described above (the "Public Entity"). The Incentive Plan also
contemplates that certain awards may be based solely on private LP Units even
after a Restructuring. As used herein, the term "Share" refers, (i) before the
Restructuring, to an LP Unit and (ii) upon and following the Restructuring, to
shares of the equity of the Public Entity except to the extent awards are made
explicitly with respect to private LP Units.
GENERAL DESCRIPTION OF THE INCENTIVE PLAN
Six million Shares (subject to adjustment for stock splits and similar
events) have been reserved for issuance under the Incentive Plan. The
Incentive Plan is intended to supplement NEIC's 1993 Equity Incentive Plan, as
amended (the "1993 Plan"), under which 1,774,000 LP Units had been authorized
for issuance. As of July 16, 1997, 1,020,063 LP Units under this plan remain
subject to grant; management's expectations are that the grants of these LP
Units will be made in the near future. Virtually all of the grants already
made under this plan were to employees of NEIC's Affiliates, particularly of
firms which have been acquired by NEIC since adoption of the plan.
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As of June 30, 1997, the closing price of the Partnership's LP Units on the
New York Stock Exchange was $25.875 per unit.
In addition to options to acquire Shares, any of the following incentives
may be awarded to participants under the Incentive Plan: Share appreciation
rights ("SARs"); restricted Shares; unrestricted Shares; awards entitling the
recipient to delivery in the future of Shares or other securities; securities
which are convertible into or exchangeable for Shares and cash bonuses. These
awards may be conditioned in whole or in part on the satisfaction of specified
performance criteria. The exercise price of options granted under the
Incentive Plan may not be less than the fair market value of the underlying
Shares on the date of grant. No awards will be granted under the Incentive
Plan until it is approved by Unitholders, or after June 16, 2007 (although
awards granted prior to that day may continue thereafter). The Incentive Plan
is intended to qualify for exemption under Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "1934 Act").
The Incentive Plan will be administered by a committee of the Board of
Directors of the General Partner (the "Committee"). Subject to the terms of
the Incentive Plan, the Committee has the authority to interpret the plan, to
select participants, to determine the number of shares covered by each award,
to determine the exercise price (if any) and other terms of the award, to
modify or waive the conditions of any award, to prescribe rules, procedures
and forms, and generally to do all things necessary to carry out the purposes
of the Incentive Plan. Participants in the Incentive Plan are such employees,
directors and other individuals or entities providing services to NEIC, the
Public Entity or their Affiliates as may be selected from time to time by the
Committee. (The term "Public Entity," as defined in the Incentive Plan, refers
to the entity whose shares or interests are publicly traded. As noted above,
the Public Entity is likely to be the public corporation following any
Restructuring and will be NEIC so long as no Restructuring occurs.) NEIC
estimates that, as of the date of this Proxy Statement, at least 300 employees
of NEIC and its Affiliates are eligible to receive awards under the Incentive
Plan.
The Committee may amend the Incentive Plan or any outstanding award, subject
to the rights of the holder of such award, for any purpose permitted by law,
or may terminate the Incentive Plan as to any further grants of awards.
"Incentive stock options" ("ISOs") may be granted under the Incentive Plan
only to those individuals whose employment status would qualify them for the
tax treatment described in Sections 421 and 422 of the Internal Revenue Code.
In general, the ISO rules under the Internal Revenue Code limit ISO tax
treatment to awards (meeting certain other requirements) that are made to
employees of an entity that is taxable as a corporation for federal income tax
purposes, and require shareholder approval by the stockholders of the granting
corporation. (See "Federal Tax Effects" below.)
Awards under the Incentive Plan are not transferable except as the Committee
otherwise expressly provides. The Committee may impose vesting or
exercisability provisions in connection with any award, including provisions
for the exercise or retention of an award following termination of service.
Except as so provided, an award requiring exercise will cease to be
exercisable and all other awards to the extent not vested will be forfeited
upon termination of the participant's employment or other service relationship
with the Company. The exercise or purchase price of an award is to be paid in
cash unless the Committee provides for payment in another form. The Committee
may provide for the payment of dividend equivalents with respect to any Shares
subject to an award, and may provide that upon exercise of an award the
participant will receive a new award of like kind covering a number of Shares
equal to the number for which the first award was exercised. The Committee
may, but need not, also provide for the holding back of shares under an award
(or for the tendering of previously owned shares by a participant) to satisfy
tax withholding requirements in connection with an award.
In the event of (i) a consolidation or merger occurring prior to any
Restructuring in which NEIC, L.P. does not survive as an entity or which
results in the acquisition of substantially all of the Units by a single
person or
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entity or by a group of persons and/or entities acting in concert, or (ii) a
consolidation or merger occurring after a Restructuring in which the Public
Entity is not the surviving entity or which results in the acquisition of
substantially all the voting stock or other voting interests (as the case may
be) of the Public Entity by a single person or entity or by a group of persons
and/or entities acting in concert, or (iii) a sale or transfer, occurring
prior to any Restructuring, of all or substantially all of NEIC's assets, or
(iv) a sale or transfer, occurring after any Restructuring, of all or
substantially all of the Public Entity's assets (including for purposes of
this clause (iv), if substantially all the assets of the Public Entity consist
of Units, a sale of all or substantially all of NEIC's assets), or (v) a
dissolution or liquidation of the Public Entity occurring after any
Restructuring, or a dissolution or liquidation of NEIC occurring at any time
(each of the foregoing being a "Covered Transaction"), the vesting or
exercisability of all outstanding awards will be accelerated immediately prior
to the consummation of such Covered Transaction, unless, in the case of any
award, the Committee provides for one or more substitute or replacement awards
from, or the assumption of the existing award by, the acquiring entity (if
any) or its affiliates on terms substantially similar to those imposed under
the awards. As of the effective time of such Covered Transaction, all
outstanding awards requiring exercise will cease to be exercisable and all
other awards, to the extent not fully vested, will be forfeited. A
Restructuring is not a Covered Transaction.
In the event of an "assignment" as defined in the Investment Company Act of
1940 and the Investment Advisers Act of 1940 of the investment advisory
contracts between NEIC (and its controlled entities), on the one hand, and its
(their) investment advisory clients, on the other hand, then outstanding
awards requiring exercise will immediately become exercisable and all unvested
awards then outstanding shall immediately vest (become free of restrictions
under the Plan). A Restructuring shall not be deemed to result in accelerated
vesting or exercisability of awards as the result of such an assignment.
All rights to receive Shares under the Incentive Plan shall be exercisable
or enforceable solely against NEIC and all Shares or LP Units forfeited,
returned or paid over to NEIC under the Incentive Plan shall be forfeited,
returned or paid over to NEIC, which with respect to periods following any
Restructuring shall make such arrangements as the Committee deems necessary
and appropriate and which are acceptable to NEIC and the Public Entity to
obtain Shares from the Public Entity or from shareholders of the Public Entity
to satisfy awards granted hereunder and otherwise to make adjustments
reflecting forfeitures or other transactions in Stock. In respect of awards
made to persons employed by or performing services to the Public Entity, such
arrangements may include the issuance of Shares directly by the Public Entity.
To the extent that the exercise of options or other awards granted under the
Incentive Plan result in any dilution of equity values, such dilution will be
spread equally to all Unitholders.
FEDERAL TAX EFFECTS
The following discussion summarizes certain federal income tax consequences
of the grant and exercise of Share options under the Incentive Plan, based on
the federal income tax laws in effect on the date of this Proxy Statement. The
summary does not purport to be a complete description of federal tax
consequences that may be associated with the Incentive Plan, nor does it cover
state, local or non-United States taxes.
The federal income tax rules associated with the award by a partnership of
partnership interests in exchange for services are subject to some
uncertainty. The following discussion, insofar as it relates to the grant and
exercise of options to acquire LP Units (for so long as NEIC is treated as a
partnership for federal income tax purposes), generally assumes that the
principles of Section 83 of the Internal Revenue Code, and the regulations and
rulings thereunder, apply to transfers of LP Units to employees and other
service-providers. If principles different than those contained in Section 83
of the Internal Revenue Code were applied to the award of LP Units under the
Incentive Plan, the federal income tax consequences to the Partnership, its
subsidiary entities, the General Partner, and the participants in the
Incentive Plan could differ from those described below.
In general, an optionee realizes no taxable income upon the grant of a non-
statutory option, but realizes ordinary income in connection with the exercise
of the option in an amount equal to the excess of the fair market
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value of the shares at the time of exercise over the exercise price. A
corresponding deduction is available to the employer. Upon a subsequent sale
or exchange of the shares, any gain or loss recognized in connection with the
sale or exchange is treated as a capital gain or loss for which the employer
is not entitled to a deduction.
"Incentive stock options" or ISOs are options to acquire stock of a
corporation (or an entity taxable as a corporation for federal income tax
purposes) that meet certain qualification requirements under Section 422 of
the Internal Revenue Code. Options awarded under the Incentive Plan could
qualify as ISOs only if awarded by a Public Entity taxable as a corporation,
and then only if awarded to employees of the Public Entity or of certain
corporate subsidiaries of the Public Entity. The ISO rules also require that a
plan under which ISOs are awarded be approved by the shareholders of the
granting corporation. If the Partnership is the Public Entity following the
Restructuring and is then treated as a corporation for federal income tax
purposes, it is unclear whether approval of the Incentive Plan by the
Unitholders prior to the Restructuring would satisfy the ISO shareholder
approval requirement. Subject to the foregoing, awards of options qualifying
as ISOs under the Incentive Plan would be treated as follows for federal
income tax purposes: In general, an optionee would realize no taxable income
upon the grant or exercise of the ISO, although exercise of the ISO could
result in an alternative minimum tax to the optionee. With certain exceptions,
if a disposition by the optionee of shares purchased under the ISO were to
occur within two years from the date of grant or within one year after
exercise (a "disqualifying disposition"), the disqualifying disposition would
result in ordinary income to the optionee, in the year of the disposition,
equal to the excess of the fair market value of the shares at the time of
exercise over the exercise price. Any additional gain recognized in the
disposition would be treated as a capital gain. If the optionee did not
dispose of the shares until after the expiration of these one-year and two-
year holding periods, any gain or loss recognized upon a subsequent sale would
be treated as a long-term capital gain or loss. In general and notwithstanding
the foregoing, an ISO is treated for federal income tax purposes as a non-
statutory option to the extent it (together with other ISOs awarded to the
optionee by the employer or its parent or subsidiary corporations) first
becomes exercisable in any calendar years for shares having a grant-date fair
market value in excess of $100,000, or if it is exercised by the optionee more
than three months following termination of employment (one year following
termination by reason of permanent and total disability).
Miscellaneous. Subject to the limitations described below, a deduction
should be available to the employer, in general, with respect to the ordinary
income associated with the exercise of a non-statutory option or the
disqualifying disposition of shares acquired upon exercise of an ISO. In
certain circumstances, the "golden parachute" provisions or the Section 162(m)
("$1 million deduction limit") provisions of the Internal Revenue Code could
limit this deduction.
Transfers by the Partnership or any subsidiary of the Partnership of Shares
in connection with the performance of services may be deemed to give rise to
gain to the Partnership or other employer entity, in an amount up to the fair
market value of the Shares transferred. Any such gain, if required to be
recognized, could among other things reduce or eliminate the benefit of any
deduction associated with awards under the Incentive Plan.
As of the date of this proxy statement, there are pending before Congress at
least two tax bills either of which, if enacted in its present form, would
affect the federal income tax treatment of capital gains among other items.
The description of tax consequences described herein is based on the law as in
effect on the date of this proxy statement and does not take into account the
pending legislation.
For those participants who are common law employees, ordinary income
associated with awards under the Incentive Plan will, in general, be treated
as "wages" subject to withholding. Payments to independent contractors are not
subject to wage withholding.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL 1. AN
AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST AT THE MEETING IS REQUIRED
FOR APPROVAL.
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EXECUTIVE COMPENSATION
The following table sets forth all plan and non-plan compensation paid
during the last three years to the chief executive officer and to all persons
who served as executive officers of the Partnership in 1996 (such persons
being hereinafter collectively referred to as the "Named Executive Officers"):
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------ ---------------------------------
NAME AND RESTRICTED ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OTHER UNIT AWARDS COMPENSATION(1)
- ------------------ ---- -------- ---------- ----- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Peter S. Voss........... 1996 $467,500 $1,357,125 -- -- $51,621
Chairman and Chief 1995 440,000 1,020,000 -- -- 48,946
Executive Officer 1994 400,000 400,000 -- -- 16,005
G. Neal Ryland.......... 1996 248,750 288,750 -- -- 28,812
Executive Vice Presi-
dent and 1995 235,000 235,000 -- -- 27,512
Chief Financial Officer 1994 220,000 150,000 -- -- 22,459
Sherry A. Umberfield.... 1996 214,167 186,244 -- -- 25,217
Executive Vice Presi-
dent, 1995 205,000 140,000 -- -- 24,375
Corporate Development 1994 205,000 45,000 -- -- 10,861
Edward N. Wadsworth..... 1996 219,375 190,575 -- -- 33,572
Executive Vice Presi-
dent, 1995 212,500 145,000 -- -- 36,209
General Counsel and
Secretary 1994 212,500 53,000 -- -- 13,046
</TABLE>
- --------
(1) With respect to 1996, consists of insurance payments for term life (in
each case less than $2,100) and contributions under defined contribution
plans as follows: $49,615 for the benefit of Mr. Voss; $28,812 for the
benefit of Mr. Ryland; $25,217 for the benefit of Ms. Umberfield; and
$33,572 for the benefit of Mr. Wadsworth.
RESTRICTED UNIT PLAN
The Partnership's Restricted Unit Plan ("RUP") permits the award of
restricted LP Units to officers, directors and key employees of the
Partnership and its subsidiaries. Under the Partnership Agreement, the expense
and associated tax benefit of restricted LP Unit grants under the RUP are
specially allocated to Metropolitan Life Insurance Company ("MetLife") and
Reich & Tang, Inc. ("RTI"), who had originally contributed such LP Units to
the RUP, so that publicly traded units bear no expense or related tax
deduction for the RUP. There are currently 256,600 LP Units available for
grant under the RUP.
EMPLOYMENT AGREEMENTS
NEIC and the General Partner are party to an employment agreement (the
"Employment Agreement") dated as of August 16, 1995 (the "Effective Date")
with Peter S. Voss providing for the employment of Mr. Voss as Chairman of the
Board, Chief Executive Officer and President of the Partnership and the
General Partner for an initial term of three years. The term of the Employment
Agreement will be automatically extended for an additional two-year period
unless terminated by any party prior to the second anniversary of the
Effective Date of the Employment Agreement. During the term of the Employment
Agreement, Mr. Voss will receive an annual salary established from time to
time by the Board of Directors of the General Partner. In addition, Mr. Voss
will be entitled to receive an annual bonus determined by the Board. In the
event that Mr. Voss is terminated by the Partnership without Cause or Mr. Voss
elects to terminate his employment as a result of a Constructive Discharge
Event (as defined in the Employment Agreement), Mr. Voss shall be entitled to
lump sum payment equal to three times his Salary (as then in effect) and three
times his Bonus Amount (as defined in the Employment Agreement). In addition,
in the event of such a termination, Mr. Voss shall be deemed to be fully
vested in any restricted LP Units or other equity incentives held by him on
the date of such termination. In event that the Partnership timely elects not
to extend the Employment Agreement for an additional two-year period as
described above, Mr. Voss shall be entitled to one times his Salary and one
times his Bonus Amount.
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In addition, the Partnership and the General Partner are also party to
agreements dated as of August 16, 1995 (the "Named Executive Agreements") with
each of G. Neal Ryland, Sherry A. Umberfield and Edward N. Wadsworth
providing, in each case, that if the employment of such Named Executive
Officer is terminated by the Partnership prior to the third anniversary of the
Effective Date of such Named Executive Agreements other than for Cause or
disability or if the Partnership constructively Discharges such Named
Executive Officer and if Peter S. Voss or his designee, in his capacity as
Administrator under the Named Executive Agreements, determines that such
termination of employment or Constructive Discharge was not primarily related
to such Named Executive Officer's performance or the ordinary course of
business, then such Named Executive Officer shall be entitled to lump sum
payments equal to one and one-half times his or her salary and his or her
bonus amount.
COMPENSATION OF DIRECTORS
Directors of the General Partner who are not employees of the Partnership or
its subsidiary firms ("Outside Directors") receive a retainer of $20,000
annually. In addition, the Partnership pays each Outside Director fees of
$1,500 per meeting of the Board of Directors attended and $750 per meeting of
a Board Committee attended. Chairman of Committees of the Board of Directors
who are Outside Directors are paid an additional annual retainer of $1,500.
Directors may defer payment of retainer and meeting fees under a directors
deferred compensation plan. Mr. Tang had a consulting arrangement with the
Partnership that provided for the payment of annual consulting fees of
$150,000 through December 31, 1996.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Charles M. Leighton serves as Chairman, and Paul E. Gray and Oscar L. Tang
serve as members, of the Compensation Committee of the Board of Directors of
the General Partner of the Partnership. Other members of the Compensation
Committee during 1996 were Thomas J. Galligan (until June) and Robert A.
Shafto (until October). Mr. Shafto served as Chairman and Chief Executive
Officer of New England Mutual Life Insurance Company, MetLife's predecessor
with respect to ownership of the General Partner and MetLife's LP Units ("New
England Mutual"). Peter S. Voss served on the Board of Directors of New
England Mutual through August 29, 1996, the effective date of the manager of
New England Mutual with and into MetLife. Mr. Leighton serves on the Board of
Directors of MetLife.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The following table sets out information as of May 31, 1997 as to (i) each
person known by the Partnership to hold 5% or more of the Partnership's
outstanding LP Units, (ii) each director of the General Partner, (iii) each
Named Executive Officer and (iv) all directors and executive officers of the
General Partner as a group. Except as otherwise indicated in the footnotes to
this table, the Partnership believes that the persons named in this table have
sole voting and investment power with respect to all of the LP Units
indicated.
6
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
---------------- -------------------- ----------
<S> <C> <C>
Metropolitan Life Insurance Company......... 20,790,000(1) 48.4%
One Madison Avenue
New York, New York 10010
Reich & Tang, Inc. ......................... 6,284,600(1) 14.6%
125 Cove Neck Road
Oyster Bay, New York 11771
Oscar L. Tang+.............................. 2,978,244(2) 6.9%
600 Fifth Avenue
New York, New York 10020
William S. Antle III+....................... 0(3) 0
Robert J. Blanding+......................... 9,000 **
Paul E. Gray+............................... 500 **
Harry P. Kamen+............................. 2,000 **
Charles M. Leighton+........................ 2,654(3)(4) **
Victor A. Morgenstern+...................... 1,000,000(5) 2.3%
Catherine A. Rein+.......................... 0 0
Peter S. Voss+*............................. 351,400(6) **
Neal G. Litvack*............................ 7,500(7) **
G. Neal Ryland*............................. 31,044(8) **
Sherry A. Umberfield*....................... 50,310 **
Edward N. Wadsworth*........................ 39,070 **
All directors and executive officers of the
General Partner as a group (13 persons).... 4,471,722 10.4%
</TABLE>
- --------
+ Director.
* Named Executive Officer.
** Less than 1%.
(1) Does not include 194,800 LP Units and 101,500 LP Units contributed to the
RUP by New England Mutual and RTI, respectively, as to which the
contributing organizations retain certain income or reversionary rights.
The ownership of MetLife shown excludes 110,000 GP Units owned by the
General Partner, which represent all GP Units outstanding. All
stockholders of RTI are parties to a stockholders' agreement relating to
the maintenance of such corporation's status as an "S" corporation under
the Internal Revenue Code and which creates numerous reciprocal and other
rights relating to the disposition of stock in RTI by the Unitholders.
(2) All Mr. Tang's LP Units are beneficially owned indirectly through stock
ownership in RTI, and such LP Units are included in the ownership
attributed to RTI set out immediately above. Included are (i) 34,704 LP
Units indirectly held by a trust for the lifetime benefit of Mr. Tang of
which Mr. Tang is one of two trustees, and (ii) 845,518 LP Units
indirectly held by trusts for Mr. Tang's children, as to which Mr. Tang
disclaims beneficial ownership. Mr. Tang is a director of the General
Partner.
(3) Does not include accounts holding values equal to 570 LP Units and 10,379
LP Units for Messrs. Antle and Leighton, respectively, under a plan
whereby directors of the General Partner can defer some or all of their
Board retainer and meeting fees.
(4) Includes 577 units owned by Mr. Leighton's spouse, as to which he
disclaims beneficial ownership.
(5) Includes 250,000 LP Units held by a limited partnership of which Mr.
Morgenstern serves as general partner.
(6) Includes 300 LP Units held by a child of Mr. Voss, as to which Mr. Voss
disclaims beneficial ownership, and 1,100 LP Units held by a trust of
which Mr. Voss is trustee.
(7) Represents units awarded under the RUP that are subject to vesting over
the next two years.
(8) Includes 1,700 LP Units held by Mr. Ryland's children, as to which he
disclaims beneficial ownership.
7
<PAGE>
ANNEX A
NEW ENGLAND INVESTMENT COMPANIES
1997 EQUITY INCENTIVE PLAN
1. DEFINED TERMS
Exhibit A, which is incorporated by reference, defines the terms used in the
Plan and sets forth certain provisions relating to those terms.
2. IN GENERAL
The Plan has been established to advance the interests of NEIC by giving
selected Employees, directors and other persons (including both individuals
and entities) who provide services to NEIC equity-based or cash incentives
through the grant of Awards. No Awards may be granted under the Plan after
June 16, 2007, but Awards granted prior to that date may extend beyond that
date.
3. ADMINISTRATION
The Administrator has discretionary authority, subject only to express
provisions of the Plan, to interpret the Plan; determine eligibility for and
grant Awards; determine, modify or waive the terms and conditions of any
Award; prescribe forms, rules and procedures (which it may modify or waive);
and otherwise do all things necessary to carry out the purposes of the Plan.
Once an Award has been communicated in writing to a Participant, the
Administrator may not, without the Participant's consent, alter the terms of
the Award so as to affect adversely the Participant's rights under the Award,
unless the Administrator expressly reserved the right to do so in writing at
the time of such communication.
4. SHARES SUBJECT TO THE PLAN
A maximum of 6,000,000 Shares may be delivered under the Plan, subject to
adjustment under Section 7. For purposes of the preceding sentence, the
following Shares shall not be deemed to have been issued under the Plan; (i)
Shares remaining under an Award that terminates without having been exercised
in full (in the case of an Award requiring exercise); (ii) Shares subject to
an Award, where cash is delivered to a Participant in lieu of such Shares;
(iii) Restricted Shares that have been forfeited in accordance with the terms
of the applicable Award; and (iv) Shares held back, in satisfaction of tax
withholding requirements, from Shares that would otherwise have been delivered
pursuant to an Award. The number of Shares issued under an Award shall be
determined net of any previously acquired Shares tendered by the Participant
in payment of the exercise price or of withholding taxes.
5. ELIGIBILITY AND PARTICIPATION
The Administrator will select Participants from among those key Employees,
directors and other individuals or entities providing services to NEIC who, in
the opinion of the Administrator, are in a position to make a significant
contribution to the success of NEIC. Eligibility for ISOs is further limited
to those individuals whose employment status with respect to the Public Entity
(if a corporation for federal income tax purposes) or its corporate
subsidiaries would qualify them for the tax treatment described in Sections
421 and 422 of the Code.
6. RULES APPLICABLE TO AWARDS
a. ALL AWARDS
(1) Performance Objectives. Where rights under an Award depend in whole or
in part on attainment of performance objectives, actions by NEIC that have an
effect, however material, on such performance objectives or on the likelihood
that they will be achieved will not be deemed an amendment or alteration of
the Award
A-1
<PAGE>
unless accomplished by a change in the express terms of the Award or other
action that is without substantial consequence except as it affects the Award.
(2) Alternative Settlement. The Administrator retains the right, provided
the holder of the Award consents, at any time to extinguish rights under an
Award in exchange for payment in cash, Shares (subject to the limitations of
Section 4) or other property on such terms as the Administrator determines.
(3) Transferability Of Awards. Except as the Administrator otherwise
expressly provides, Awards (other than an Award in the form of an outright
transfer of cash or Unrestricted Shares) may not be transferred other than by
will or by the laws of descent and distribution. During a Participant's
lifetime an Award requiring exercise may be exercised only by the Participant
(or in the event of the Participant's incapacity, the person or persons
legally appointed to act on the Participant's behalf).
(4) Vesting, Etc. The Administrator may determine the time or times at which
an Award will vest (i.e., become free of forfeiture restrictions) or become
exercisable. Unless the Administrator expressly provides otherwise, an Award
requiring exercise will cease to be exercisable, and all other Awards to the
extent not already fully vested will be forfeited, immediately upon the
cessation (for any reason, including death) of the Participant's employment or
other service relationship with NEIC.
(5) Taxes. The Administrator will make such provision for the withholding of
taxes as it deems necessary. The Administrator may, but need not, hold back
Shares from an Award or permit a Participant to tender previously owned Shares
in satisfaction of tax withholding requirements.
(6) Dividend Equivalents, Etc. The Administrator may provide for the payment
of amounts in lieu of cash dividends or other cash distributions with respect
to Shares subject to an Award.
(7) Rights Limited. Nothing in the Plan shall be construed as giving any
person the right to continued employment or service with NEIC, or any rights
as a shareholder except as to Shares actually issued under the Plan. The loss
of existing or potential profit in Awards will not constitute an element of
damages in the event of termination of employment or service for any reason,
even if the termination is in violation of an obligation of NEIC to the
Participant.
b. AWARDS REQUIRING EXERCISE; SPECIAL RULES
(1) Time And Manner of Exercise. Unless the Administrator expressly provides
otherwise, (a) an Award requiring exercise by the holder will not be deemed to
have been exercised until the Administrator receives a written notice of
exercise (in form acceptable to the Administrator) signed by the appropriate
person and accompanied by any payment required under the Award; and (b) if the
Award is exercised by any person other than the Participant, the Administrator
may require satisfactory evidence that the person exercising the Award has the
right to do so.
(2) Payment Of Exercise Price, If Any. Where the exercise of any Award is to
be accompanied by payment, such payment shall be by cash or check acceptable
to the Administrator except as otherwise provided in the Award or as otherwise
determined by the Administrator.
7. EFFECT OF CERTAIN TRANSACTIONS
a. MERGERS, ETC.
In the event of a Covered Transaction, all outstanding Awards requiring
exercise that are then exercisable will cease to be exercisable, and all
Awards to the extent not fully vested or exercisable (including Awards subject
to performance conditions not yet satisfied or determined) will be forfeited,
as of the effective time of the Covered Transaction; provided, however, that
immediately prior to the consummation of such Covered Transaction the vesting
and exercisability of Awards shall be accelerated unless, in the case of any
Award, the Administrator provides for one or more substitute or replacement
awards from, or the assumption of the existing Award by, the acquiring or
surviving entity (if any) or its affiliates on terms substantially similar (as
determined
A-2
<PAGE>
by the Administrator) to those imposed under the Award. For purposes of the
preceding sentence, the substitution of stock or other securities of the
acquiring or surviving entity or its affiliates for Shares outstanding under
an Award (for example, the substitution of restricted stock or securities of
an acquiring or surviving entity for restricted Shares) shall be deemed a
substitution, replacement or assumption of an award provided for by the
Administrator regardless of how such substitution of stock or other securities
is effectuated, provided that the restrictions (if any) or other terms of
which such substituted stock or other securities are subject are substantially
similar to the terms of the Award to which they relate.
The Administrator may provide in the case of any Award that the provisions
of the preceding paragraph shall also apply to (i) mergers or consolidations
involving the Public Entity or NEIC, L.P. that do not constitute a Covered
Transaction, or (ii) other transactions, not constituting a Covered
Transaction, that involve the acquisition of Shares.
b. CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE SHARES
(1) Basic Adjustment Provisions. In the event of a stock dividend, stock
split or combination of Shares, recapitalization or other change in the
capital structure of the Public Entity, or any such change affecting the Units
even if NEIC, L.P. is not the Public Entity, the Administrator may make
appropriate adjustments to the maximum number of Shares that may be delivered
under the Plan under Section 4 and may also make appropriate adjustments to
the number and kind of shares of stock or securities subject to Awards then
outstanding or subsequently granted, any exercise prices relating to Awards
and any other provision of Awards affected by such change.
(2) Certain Other Adjustments. The Administrator may also make adjustments
of the type described in paragraph (1) above to take into account
distributions to the holders of Shares other than stock dividends or normal
cash dividends (including, prior to a Restructuring, or after a Restructuring
if NEIC, L.P. is the Public Entity, similar distributions with respect to the
Units), mergers, consolidations, acquisitions, dispositions or similar
corporate transactions, or any other event (including a repurchase of Shares
or Units), if the Administrator determines that adjustments are appropriate to
avoid distortion in the operation of the Plan and to preserve the value of
Awards made hereunder.
(3) Continuing Application of Plan Terms. References in the Plan to Shares
shall be construed to include any stock or securities resulting from an
adjustment pursuant to Section 7.b.(1) or 7.b.(2) above.
c. ASSIGNMENT OF CERTAIN CONTRACTS
Notwithstanding any other provision in the Plan or any Award to the
contrary, in the event of an "assignment" as defined in the Investment Company
Act of 1940 and the Investment Advisers Act of 1940 of the investment advisory
contracts between NEIC, L.P. (and its controlled entities), on the one hand,
and its (their) investment advisory clients, on the other hand, all then
outstanding Awards requiring exercise will immediately become exercisable and
all unvested Awards then outstanding shall immediately vest (become free of
restrictions under the Plan); provided, that in no event shall a Restructuring
be deemed to result in accelerated vesting or exercisability of Awards under
this paragraph.
8. RIGHTS ENFORCEABLE AGAINST NEIC, L.P.; CONDITIONS ON DELIVERY OF SHARES
All rights to receive Shares under the Plan shall be exercisable or
enforceable solely against NEIC, L.P. and all Shares forfeited, returned or
paid over to NEIC under the Plan shall be forfeited, returned or paid over to
NEIC, L.P., which with respect to periods following a Restructuring (if NEIC,
L.P. is not the Public Entity) shall make such arrangements as the
Administrator deems necessary and appropriate and which are acceptable to
NEIC, L.P. and the Public Entity to obtain Shares from the Public Entity or
from shareholders of the Public Entity to satisfy Awards granted hereunder and
otherwise to make adjustments reflecting forfeitures or other
A-3
<PAGE>
transactions in Shares; provided, that in respect of Awards made to persons
employed by or performing services to the Public Entity, such arrangements may
include the issuance of Shares directly by the Public Entity. No Shares shall
be required to be delivered pursuant to the Plan, nor shall any restriction
applicable to Shares previously delivered under the Plan be required to be
removed, until: NEIC's counsel has approved all legal matters in connection
with the issuance and delivery of such Shares; if the outstanding Shares are
at the time of delivery listed on any stock exchange or national market
system, the Shares to be delivered have been listed or authorized to be listed
on such exchange or system upon official notice of issuance; and all
conditions of the Award have been satisfied or waived. If the sale of Shares
has not been registered under the Securities Act of 1933, as amended, the
Administrator may require, as a condition to exercise of the Award, such
representations or agreements as the NEIC's counsel may consider appropriate
to avoid violation of such Act. The Administrator may require that
certificates evidencing Shares issued under the Plan bear an appropriate
legend reflecting any restriction on transfer applicable to such Shares.
9. AMENDMENT AND TERMINATION
Subject to the last sentence of Section 3, the Administrator may at any time
or times amend the Plan or any outstanding Award for any purpose which may at
the time be permitted by law, or may at any time terminate the Plan as to any
further grants of Awards.
10. NON-LIMITATION OF NEIC'S RIGHTS
The existence of the Plan or the grant of any Award shall not in any way
affect NEIC's right to award a person bonuses or other compensation in
addition to Awards under the Plan.
11. GOVERNING LAW
The Plan shall be construed in accordance with the laws of the State of
Delaware.
A-4
<PAGE>
EXIHIBIT A
DEFINITION OF TERMS
The following terms, when used in the Plan, shall have the meanings and the
Plan be subject to the provisions set forth below:
"ADMINISTRATOR": The Committee, if one has been appointed; otherwise the
Board.
"AFFILIATE": Any corporation or other entity in which either NEIC, L.P. or
the Public Entity owns, directly or indirectly, 50% or more of the outstanding
capital stock (determined by aggregate voting rights) or other voting
interests. Without regard to the application of the preceding sentence, the
Public Entity (if other than NEIC, L.P.), NEIC, L.P. and New England
Investment Companies, Inc. (the managing general partner of NEIC, L.P.) shall
be deemed Affiliates of one another.
"AWARD": Any of the following:
(i) Options ("Options") entitling the recipient to acquire Shares upon
payment of the exercise price. Each Option will have an exercise price at
least equal to the fair market value of the Shares subject to the option,
determined as of the date of grant, and shall have a maximum term not to
exceed ten years from the date of grant. The Administrator will determine
the medium in which the exercise price is to be paid, the duration of the
Option, the time or times at which an Option will become exercisable,
provisions for continuation (if any) of option rights following termination
of the Participant's employment with NEIC, and all other terms of the
Option. No Option awarded under the Plan will be an ISO unless the
Administrator expressly provides for ISO treatment.
(ii) Rights ("SARs") entitling the holder upon exercise to receive cash
or Shares, as the Administrator determines, equal to a function (determined
by the Administrator using such factors as it deems appropriate) of the
amount by which the Shares have appreciated in value since the date of the
Award.
(iii) Shares subject to restrictions ("Restricted Shares") under the Plan
requiring that such Shares be redelivered to NEIC if specified conditions
are not satisfied. The conditions to be satisfied in connection with any
Award of Restricted Shares, the terms on which such Shares must be
redelivered to NEIC, the purchase price of such Shares, and all other terms
shall be determined by the Administrator.
(iv) Shares not subject to any restrictions under the Plan ("Unrestricted
Shares").
(v) A promise to deliver Shares or other securities in the future on such
terms and conditions as the Administrator determines.
(vi) Securities (other than Options) that are convertible into or
exchangeable for Shares on such terms and conditions as the Administrator
determines.
(vii) Cash bonuses tied to performance criteria as described at (viii)
below ("Cash Performance Awards").
(viii) Awards described in any of (i) through (vii) above where the right
to exercisability, vesting or full enjoyment of the Award is conditioned in
whole or in part on the satisfaction of specified performance criteria
("Performance Awards").
(ix) Grants of cash, or loans, made in connection with other Awards in
order to help defray in whole or in part the economic cost (including tax
cost) of the Award to the Participant. The terms of any such grant or loan
shall be determined by the Administrator.
Awards may be combined in the Administrator's discretion.
"BOARD": The Board of Directors of New England Investment Companies, Inc.,
the managing general partner of NEIC, L.P.
"CODE": The U.S. Internal Revenue Code of 1986 as from time to time amended
and in effect, or any successor statute as from time to time in effect.
A-5
<PAGE>
"COMMITTEE": A committee of the Board charged with the responsibility of
administering the Plan.
"COVERED TRANSACTION" means (i) a consolidation or merger occurring prior to
a Restructuring in which NEIC, L.P. does not survive as an entity or which
results in the acquisition of substantially all of the Units by a single
person or entity or by a group of persons and/or entities acting in concert,
or (ii) a consolidation or merger occurring after a Restructuring in which the
Public Entity is not the surviving entity or which results in the acquisition
of substantially all the voting stock or substantially all of the partnership
units (as the case may be) of the Public Entity by a single person or entity
or by a group of persons and/or entities acting in concert, or (iii) a sale or
transfer, occurring prior to a Restructuring, of all or substantially all of
NEIC, L.P.'s assets, or (iv) a sale or transfer, occurring after a
Restructuring, of all or substantially all of the Public Entity's assets
(including for purposes of this clause (iv), if substantially all the assets
of the Public Entity consist of Units, a sale of all or substantially all of
NEIC, L.P.'s assets), or (v) a dissolution or liquidation of the Public Entity
occurring after a Restructuring, or a dissolution or liquidation of NEIC, L.P.
occurring at any time. In no event shall a Restructuring itself be considered
a Covered Transaction.
"EMPLOYEE": Any person who is employed by NEIC.
"ISO": An Option intended to be an "incentive stock option" within the
meaning of Section 422 of the Code.
"NEIC": NEIC, L.P., the Public Entity, and the Affiliates, or any of them.
"NEIC, L.P.": New England Investment Companies, L.P., a Delaware limited
partnership.
"PARTICIPANT": An Employee, director or other person providing services to
NEIC who is granted an Award under the Plan.
"PLAN": The New England Investment Companies 1997 Equity Incentive Plan as
from time to time amended and in effect.
"PUBLIC ENTITY": The "Public Entity" described in Section 12(b)(iii) of the
Amended and Restated Agreement of Limited Partnership of Reich & Tang, L.P.
dated as of September 15, 1993, and NEIC, L.P. if and so long as the Units are
publicly traded.
"RESTRUCTURING": A "Restructuring" as defined in the Amended and Restated
Agreement of Limited Partnership of Reich & Tang, L.P. dated as of September
15, 1993.
"SHARE": Before a Restructuring, a Unit; upon and following a Restructuring,
a share of common stock of, or partnership unit or other share of beneficial
ownership interest in, the Public Entity (a Unit, if NEIC, L.P. remains the
Public Entity). Notwithstanding the foregoing, the term "Shares" shall also
include any Special Units that are subject to Awards whether granted before or
after a Restructuring.
"SPECIAL UNITS": Limited partnership units in NEIC, L.P. that (i) if granted
before a Restructuring (and if the Public Entity is not NEIC, L.P.) will
remain limited partnership units in NEIC, L.P. and will not be exchanged for
shares of common stock of, or other shares of beneficial ownership in, the
Public Entity at the time of a Restructuring and (ii) are subject to Awards
that contain such additional terms and provisions as the Administrator
determines to be necessary or appropriate to ensure that the Award continues
to provide for an equity interest in NEIC, L.P. (and not, following a
Restructuring, in the Public Entity, if other than NEIC, L.P.).
"UNITS": Limited partnership units in NEIC, L.P.
A-6
<PAGE>
NEW ENGLAND INVESTMENT COMPANIES, L.P.
REVOCABLE PROXY FOR THE SPECIAL MEETING OF UNITHOLDERS
TO BE HELD AUGUST 25, 1997
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF NEW ENGLAND INVESTMENT
COMPANIES, INC.
The undersigned hereby authorizes Peter S. Voss, Edward N. Wadsworth and
Jeffrey D. Plunkett, and each of them individually, with power of substitution,
to vote and otherwise represent all of the units of partnership interest
("Units") of the Partnership (the "Partnership"), held of record by the
undersigned on July 16, 1997, at the Special Meeting of Unitholders of the
Partnership to be held at the Partnership's offices, 399 Boylston Street,
Boston, Massachusetts, on Monday, August 25, 1997 at 10:00 a.m. local time, and
any adjournment(s) thereof, as indicated on the reverse side hereof.
The undersigned acknowledges receipt of the Notice of Special Meeting of
Unitholders and Proxy Statement dated in each case, July 23, 1997. All other
proxies heretofore given by the undersigned to vote the Units are expressly
revoked.
THE UNITS REPRESENTED BY THIS PROXY WILL BE VOTED AS DESCRIBED ON THE
REVERSE HEREOF BY THE UNITHOLDER. IF NOT OTHERWISE DIRECTED, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL REFERRED TO IN ITEM 1 AND IN THE DISCRETION OF THE
PROXIES ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
(Continued, and to be signed and dated on the reverse side.)
NEW ENGLAND INVESTMENT COMPANIES, L.P.
P.O. BOX 11404
NEW YORK, N.Y. 10203-0404
<PAGE>
_____
[_____]
(1) To approve the 1997 Equity Incentive (2) At their discretion the proxies
Plan of New England Investment are authorized to consider and
Companies, L.P. vote upon such other business
as may properly come before the
meeting or any adjournment
thereof.
FOR [X] AGAINST [X] ABSTAIN [X]
Change of Address and
or Comments Mark Here [X]
Please sign your name exactly as
it appears hereon. When signing
as attorney, executor,
administrator, trustee or
guardian, please give full title
as such. If a corporation,
please sign in full corporate
name by President or other
authorized officer. If a
partnership, please sign name
by authorized person.
Date:_____________________, 1997
________________________________
(Signature of Unitholder)
________________________________
(Signature of Additional
Unitholder)
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK. [X]
SIGN, DATE AND RETURN THIS PROXY
USING THE ENCLOSED ENVELOPE.
